COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
In re:
Case No. 16-42529 (BSS)
CHAPTER 11
Peabody Energy Corporation, et al.,
(Jointly Administered) Debtors.
Related to Docket No. 45
AMENDED INTERIM ORDER (I) AUTHORIZING DEBTORS (A) TO OBTAIN POST-PETITION
FINANCING PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363(b), 364(c)(1), 364(c)(2),
364(c)(3), 364(d)(1) AND 364(e) AND (B) TO UTILIZE CASH COLLATERAL PURSUANT TO
11 U.S.C. § 363, (II) GRANTING ADEQUATE PROTECTION TO PRE-PETITION SECURED
PARTIES PURSUANT TO 11 U.S.C. §§ 361, 362, 363, 364 AND 507(b) AND (III)
SCHEDULING FINAL HEARING PURSUANT
TO BANKRUPTCY RULES 4001(b) AND (c)
Upon the motion (the "Motion"),1 dated April 13, 2016, of Peabody Energy
Corporation (the "Borrower") and its affiliated debtors, each as debtor and
debtor-in-possession (collectively with the Borrower, the "Debtors"), in the
above-captioned chapter 11 cases (the "Cases") pursuant to sections 105, 361,
362, 363(b), 363(c)(2), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e) and
507 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the
"Bankruptcy Code") and Rules 2002, 4001, 6004, and 9014 of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules"), seeking, among other things:
(1) authorization for the Borrower to obtain post-petition financing (the "DIP
Financing"), and for the other Debtors (other than Peabody Holdings (Gibraltar)
Limited, Peabody IC Holdings, LLC and Peabody IC Funding Corporation) (the
"Debtor Guarantors" and, together with the Borrower and
1
Capitalized terms used, but not defined herein, shall have the meanings set
forth in the DIP Documents (as defined below).
F-1
Peabody Holdings (Gibraltar) Limited as pledgor under the DIP Documents (as
defined below), the "Debtor Loan Parties" and collectively with non-Debtor
Global Center for Energy and Human Development, LLC ("Global Center"), the "Loan
Parties") to guaranty the Borrower's obligations in connection with the DIP
Financing, consisting of, (a) a senior secured superpriority non-amortizing term
loan in the aggregate principal amount of up to $500,000,000 (the "DIP Term
Facility"), (b) a cash collateralized letter of credit facility in the aggregate
amount of up to $100,000,000 (the "DIP L/C Facility" and together with the DIP
Term Facility and the Bonding Facility Letters of Credit (as defined below), the
"DIP Facilities") and (c) an accommodation facility for Bonding Requests (as
defined below) by Bonding Beneficiaries (as defined in the DIP Credit Agreement
(as defined below)) in the form of (or any combination of) (i) the Bonding Carve
Out (as defined below) and/or (ii) the issuance of letters of credit under the
DIP Credit Agreement secured by cash collateral (the "Bonding Facility Letters
of Credit" and, together with the Bonding Carve Out, the "Bonding
Accommodation"), in an aggregate stated amount (the "Bonding Accommodation Cap")
of up to $200,000,000, in each case subject to the terms and conditions set
forth in the DIP Credit Agreement, by and among the Borrower (as
Debtor-in-Possession), the other Loan Parties thereto, Citibank, N.A. ("Citi"),
acting as administrative agent and L/C Issuer (in such capacities and together
with any respective successor thereto, the "DIP Agent") and the lenders