SECTION 13.
MISCELLANEOUS
35
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
SCHEDULE 5.5 - CERTAIN RECEIVABLES; LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - TRADEMARK SECURITY AGREEMENT
EXHIBIT D - PATENT SECURITY AGREEMENT
EXHIBIT E - COPYRIGHT SECURITY AGREEMENT
ii
This PARITY LIEN DEBT PLEDGE AND SECURITY AGREEMENT, dated as of March 28, 2017
(as it may be amended, restated, supplemented or otherwise modified from time to
time, this "Agreement"), between Foresight Energy LLC, a Delaware limited
liability company (the "Company"), Foresight Energy Finance Corporation, a
Delaware corporation ("Co-Issuer" and together with the Company the "Issuers"),
and each of the subsidiaries of the Company party hereto from time to time,
whether as an original signatory hereto or as an Additional Grantor (as herein
defined) (each, a "Grantor"), and Lord Securities Corporation, as collateral
trustee for the Secured Parties (as herein defined) (in such capacity as
collateral trustee, together with its successors and permitted assigns, the
"Parity Lien Collateral Trustee").
RECITALS:
WHEREAS, on the date hereof, the Issuers are issuing $425.0 million in aggregate
principal amount of Second Lien Senior Secured Notes due 2023 (the "Notes")
under an indenture,
dated as of the date hereof (as it may be amended,
restated, supplemented or otherwise modified from time to time, the
"Indenture"), among the Issuers, the Grantors, Wilmington Trust, National
Association, as trustee (together with its successors and permitted assigns in
such capacity, the "Trustee");
WHEREAS, in order to secure (i) the payment of all of the principal of and
interest and premium, if any, on the Notes and the payment and performance of
all other Parity Lien Obligations and (ii) all of the Grantors' obligations and
liabilities hereunder and in connection herewith, each Grantor has agreed to
grant a continuing lien on the Collateral (as defined below);
WHEREAS, concurrently herewith, the Company, Foresight Energy LP, a Delaware
limited partnership ("Holdings"), Co-Issuer and the other Grantors are entering
into (a) that certain Credit and Guaranty Agreement, dated as of the date
hereof, by and among the Company, as borrower, Holdings, Co-Issuer and the other
Grantors, as guarantors, the various financial institutions and other Persons
party thereto from time to time, and The Huntington National Bank, as Facilities
Administrative Agent (in such capacity, together with its successors and
permitted assigns in such capacity, the "Priority Lien Administrative Agent"),
and Lord Securities Corporation, as Term Administrative Agent, and (b) that
certain Priority Lien Debt Pledge and Security Agreement, dated as of the date
hereof, by and among the Company, Co-Issuer and the other Grantors party thereto
from time to time and Lord Securities Corporation, as collateral trustee for the
benefit of the Priority Lien Secured Parties (in such capacity, together with
its successors and assigns, the "Priority Lien Collateral Trustee").
WHEREAS, reference is made to that certain Collateral Trust Agreement dated the
date hereof (as amended, restated, supplemented or otherwise modified from time