|
|
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Title of Class
|
|
Amount Authorized
|
|
Amount Outstanding
|
|
Membership Interests(1)
|
|
|
N/A
|
|
|
N/A
|
|
-
(1)
-
Expressed
as a percentage interest and not in units.
(b) The
common stock issued by each of Cloud Peak Energy Inc., Cloud Peak Energy Finance Corp., Sequatchie Valley Coal Corporation and Cloud Peak Energy
Services Company entitles holders to one vote on all matters to be voted upon by stockholders. The rights, including voting rights, of the members of each of the limited liability companies listed
above are governed by the respective limited liability company agreement, each of which is incorporated by reference as an exhibit hereto.
INDENTURE SECURITIES
8. Analysis of indenture provisions.
The New Secured Notes will be issued under the New Secured Notes Indenture to be entered into among the Issuers, the Guarantors and the Trustee and Collateral
Agent. The following is a general analysis of certain provisions of the New Secured Notes and is qualified in its entirety by reference to the form of New Secured Notes Indenture filed as an exhibit
hereto. The Applicants have not entered into the New Secured Notes Indenture as of the date of this filing, and the terms of the New Secured Notes Indenture are subject to change prior to its
execution.
(a) Events of Default; Withholding of Notice
Events
of Default in respect of the New Secured Notes include:
(1) failure
to make the payment of any interest on the New Secured Notes when the same becomes due and payable, and such failure continues for a period of 30 days;
(2) failure
to make the payment of any principal on the New Secured Notes when the same becomes due and payable at their stated maturity, upon acceleration or redemption or
otherwise;
(3) failure
to comply with the covenants pertaining to either (a) repurchase at the option of holders of the New Secured Notes ("Holders") upon a change of control or
(b) merger, consolidation and sale of property;
(4) failure
to comply with any other covenant or agreement in the New Secured Notes, the New Secured Notes Indenture, the note guarantees or the security documents (other
than a failure that is the subject of the foregoing clause (1), (2) or (3)), and such failure continues for 60 days (or 90 consecutive days in the case of a failure to comply with
the financial reporting obligations) after written notice is given to the Issuers as provided below;
(5) a
default under any debt of the Parent Guarantor or any of its significant restricted subsidiaries that results in acceleration of the maturity of such debt, or failure
to make a principal payment on such debt at maturity, in an aggregate amount of $50.0 million or more;
24
Table of Contents
(6) any
final judgment or judgments for the payment of money in an aggregate amount above $50.0 million (in excess of amounts that the Parent Guarantor's insurance
carriers have agreed to pay) shall be rendered against the Parent Guarantor or any of its restricted subsidiaries and that shall not be paid or discharged for any period of 60 consecutive days after
the entry of the final judgment;
(7) certain
events involving bankruptcy, insolvency or reorganization of the Parent Guarantor or any of its significant restricted subsidiaries;
(8) any
note guarantee ceases to be in full force and effect (other than in accordance with the provisions of the New Secured Notes Indenture) or any Guarantor denies or
disaffirms its obligations under any note guarantee; and
(9) the
occurrence of the following:
(a) except
as permitted by the security documents, any security document ceases for any reason to be enforceable; provided that it will not be an Event of Default under this
clause (10)(a) if the sole result of the failure of such security document to be fully enforceable is that any lien purported to be granted under such security document having a fair market
value of not more than $50.0 million, ceases to be an enforceable and perfected lien; provided that if such failure is susceptible to cure, no Event of Default shall arise until 30 days
after any officer of the Company or any restricted subsidiary becomes aware of such failure, which failure has not been cured during such time period;
(b) except
as permitted by the security documents, any lien purported to be granted under any security document, having a fair market value in excess of
$50.0 million, ceases to be an enforceable and perfected second priority Lien, subject to the First Lien/Second Lien Intercreditor Agreement and Permitted Liens; provided that if such failure
is susceptible to cure, no Event of Default shall arise until 30 days after any officer of the Company or any restricted subsidiary becomes aware of such failure, which failure has not been
cured during such time period; and
(c) any
Issuer or Guarantor, or any person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of such Issuer or Guarantor set forth in or
arising under any security document.
"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.
A
default under clause (4) is not an Event of Default until the Trustee or the Holders of not less than 25% in aggregate principal amount of the New Secured Notes then outstanding
notify the Issuers of the Default and the Issuers do not cure such Default within the time specified after receipt of such notice.
The
Issuers shall deliver to the Trustee, within 30 days after either Issuer becomes aware of the occurrence of a Default, a written notice setting forth the details of the
Default, and (unless such Default has already been cured) the action which such Issuer proposes to take with respect thereto.
If
a Default or an Event of Default occurs and is continuing and is known to a trust officer of the Trustee, the Trustee shall send notice of the Default or Event of Default to the
depositary for delivery to the Holders within 90 days after its occurrence. Except in the case of a Default or an Event of Default in payment of principal or interest on any New Secured Note,
the Trustee may withhold the notice to the Holders if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders.
25
Table of Contents
(b) Authentication and Delivery of the Notes; Use of Proceeds
The
New Secured Notes to be issued under the New Secured Notes Indenture may be executed by manual or facsimile signature on behalf of an Issuer by any of the following officers of such
Issuer: Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice President.
The
New Secured Notes shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the New Secured Note has been
authenticated. The Issuers shall execute and the Trustee shall authenticate the New Secured Notes pursuant to a written order signed in the names of each Issuer by one of its officers.
The
Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the New Secured Notes. Any such authenticating agent may authenticate New Secured Notes whenever
the Trustee may do so.
The
New Secured Notes will initially be represented by one or more fully registered global notes. Each such global note will be deposited with, or on behalf of, DTC or any successor
thereto and registered in the name of Cede & Co. (DTC's nominee). Except as provided in the New Secured Notes Indenture owners of beneficial interests in the New Secured Notes will not
be entitled to have the New Secured Notes registered in their names, will not receive or be entitled to receive physical delivery of the New Secured Notes in definitive form.
There
will be no proceeds to the Issuers from the issuance of the New Secured Notes.
(c) Release and Substitution of Property Subject to the Lien of the Indenture
The
security documents and the New Secured Notes Indenture will provide that the liens securing the note guarantee of any Guarantor will be automatically released when such Guarantor's
note guarantee
is released in accordance with the terms of the New Secured Notes Indenture. In addition, the liens securing the obligations under the New Secured Notes and the New Secured Notes Indenture will be
released: (1) upon satisfaction and discharge of the New Secured Notes Indenture; (2) upon a legal defeasance or covenant defeasance of the New Secured Notes; (3) upon payment in
full in cash and discharge of all New Secured Notes outstanding under the New Secured Notes Indenture and all other obligations that are outstanding, due and payable under the New Secured Notes
Indenture and the other security documents at the time the New Secured Notes are paid in full in cash and discharged; (4) as to any collateral of any Issuer or a Guarantor that is sold,
transferred or otherwise disposed of by such Issuer or Guarantor (other than in connection with sale of all or substantially all of assets) to a person that is not (either before or after such sale,
transfer or disposition) the Company or a restricted subsidiary of the Company in a transaction or other circumstance that does not violate the covenant regarding asset sales (other than the
obligation to apply proceeds of such asset sale as provided in such covenant) and is permitted by all of the other security documents, at the time of such sale, transfer or other disposition or to the
extent of the interest sold, transferred or otherwise disposed of; (5) with respect to all or substantially all of the collateral, with the consent of the Holders of at least 66.67% of
outstanding New Secured Notes; (6) with respect to the assets of each Guarantor, at the time such Guarantor is released from its note guarantee; or (7) if and to the extent required by
the provisions of the Pari Passu Second Lien Intercreditor Agreement or the provisions of the First Lien/Second Lien Intercreditor Agreement.
The
Issuers shall comply with Section 314(a)(4) of the Trust Indenture Act.
26
Table of Contents
(d) Satisfaction and Discharge
The
New Secured Notes Indenture will be discharged and will cease to be of further effect as to all New Secured Notes issued thereunder (except for certain surviving rights of the
Trustee and the Issuers' obligations with respect thereto), when:
(1) either:
(a) all
New Secured Notes that have been authenticated (except lost, stolen or destroyed New Secured Notes that have been replaced or paid and New Secured Notes for whose
payment money has theretofore been deposited in trust and thereafter repaid to the Issuers) have been delivered to the Trustee for cancellation; or
(b) all
New Secured Notes that have not been delivered to the Trustee for cancellation have become due and payable, will become due and payable at stated maturity within one
year, or are to be called for redemption under arrangements satisfactory to the Trustee for giving notice of redemption and any Issuer or Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. government obligations, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the New Secured Notes not delivered to the Trustee for cancellation for principal, premium, if
any, and accrued interest to the date of fixed maturity or redemption;
(2) in
respect of clause (b) above, no Event of Default will have occurred and be continuing on the date of such deposit (other than an Event of Default resulting
from borrowings to fund such deposit or similar deposits and the granting of liens to secure such borrowings) and such deposit will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument to which the Parent Guarantor or any of its subsidiaries is a party or by which it is bound (other than with respect to borrowings to fund such deposit or
similar deposits and the granting of liens to secure such borrowings);
(3) the
Issuers or any Guarantor has paid or caused to be paid all sums payable by the Issuers under the New Secured Notes Indenture;
(4) the
Issuers have delivered irrevocable instructions to the Trustee under the New Secured Notes Indenture to apply the deposited money toward the payment of the New
Secured Notes at maturity or the redemption date, as the case may be.
In
addition, the Issuers must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.
The
collateral will be released from the liens securing the New Secured Notes upon a satisfaction and discharge in accordance with the provisions described above.
(e) Evidence Required to be Furnished by the Issuers to the Trustee as to Compliance with the Conditions and Covenants Provided for in the
Indenture
The
Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, an officers' certificate stating that a review of the activities of the Parent
Guarantor and its subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers and that to the best knowledge of each officer signing such certificate each
obligor on the New Secured Notes has kept,
observed, performed and fulfilled each and every covenant contained in the New Secured Notes Indenture and is not in default in the performance or observance of any of the terms, provisions and
conditions of the New Secured Notes, without regard to any grace period or requirement of notice required by the New Secured Notes (or, if a Default or Event of Default has occurred and is
27
Table of Contents
continuing,
describing all such Defaults or Events of Default of which such officer may have knowledge and what action the Company is taking or proposes to take with respect thereto).
The
Issuers shall deliver to the Trustee a notice of the Default in accordance with the provisions described above.
Every
certificate or opinion with respect to compliance with a condition or covenant shall include a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions relating thereto, a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based, a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with, and a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with.
9. Other Obligors
No person, other than the Applicants, will be an obligor of the New Secured Notes.
The
mailing address for each Applicant is 505 S. Gillette Ave., Gillette, Wyoming, 82716.
Contents of Application for Qualification.
This application for qualification comprises
(a) Pages
numbered 1 to 28, consecutively.
(b) The
statement of eligibility and qualification of the trustee under the indenture to be qualified.
(c) The
following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:
|
|
|
|
Exhibit
|
|
Description
|
|
T3A-1
|
|
Amended and Restated Certificate of Incorporation of Cloud Peak Energy Inc. effective as of November 25, 2009 (Incorporated herein by reference to Exhibit 3.1 to Cloud Peak Energy Inc.'s Annual Report
on Form 10-K filed on February 14, 2014 (File No. 001-34547))
|
|
|
|
|
|
T3A-2
|
|
Amended and Restated Certificate of Formation of Antelope Coal LLC (Incorporated herein by reference to Exhibit 3.5 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
|
|
|
|
|
|
T3A-3
|
*
|
Certificate of Formation of Arrowhead I LLC
|
|
|
|
|
|
T3A-4
|
*
|
Amended and Restated Certificate of Formation of Arrowhead II LLC
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|
|
|
|
|
T3A-5
|
*
|
Amended and Restated Certificate of Formation of Arrowhead III LLC
|
|
|
|
|
|
T3A-6
|
*
|
Certificate of Formation of Big Metal Coal Co. LLC
|
|
|
|
|
|
T3A-7
|
|
Certificate of Formation of Caballo Rojo Holdings LLC (Incorporated herein by reference to Exhibit 3.7 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17,
2010 (File No. 333-168639))
|
|
|
|
|
|
T3A-8
|
|
Amended and Restated Certificate of Formation of Caballo Rojo LLC (Incorporated herein by reference to Exhibit 3.9 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
|
|
|
|
|
|
T3A-9
|
|
Certificate of Incorporation of Cloud Peak Energy Finance Corp. (Incorporated herein by reference to Exhibit 3.3 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
|
28
Table of Contents
|
|
|
|
Exhibit
|
|
Description
|
|
T3A-10
|
|
Certificate of Formation of Cloud Peak Energy Logistics LLC (Incorporated herein by reference to Exhibit 3.25 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
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|
T3A-11
|
*
|
Certificate of Formation of Cloud Peak Energy Logistics I LLC
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T3A-12
|
|
Certificate of Formation of Cloud Peak Energy Resources LLC (Incorporated herein by reference to Exhibit 3.1 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
|
|
|
|
T3A-13
|
|
Certificate of Incorporation of Cloud Peak Energy Services Company (Incorporated herein by reference to Exhibit 3.11 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
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T3A-14
|
|
Certificate of Formation of Cordero Mining Holdings LLC (Incorporated herein by reference to Exhibit 3.13 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17,
2010 (File No. 333-168639))
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|
|
|
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T3A-15
|
|
Amended and Restated Certificate of Formation of Cordero Mining LLC (Incorporated herein by reference to Exhibit 3.15 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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T3A-16
|
*
|
Certificate of Formation of Cordero Oil and Gas LLC
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T3A-17
|
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Plan of Conversion of Kennecott Coal Sales LLC (Incorporated herein by reference to Exhibit 3.17 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17, 2010
(File No. 333-168639))
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|
|
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T3A-18
|
|
Amended and Restated Certificate of Formation of NERCO Coal LLC (Incorporated herein by reference to Exhibit 3.19 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
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T3A-19
|
|
Plan of Conversion of NERCO Coal Sales LLC (Incorporated herein by reference to Exhibit 3.21 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17, 2010 (File
No. 333-168639))
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|
|
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T3A-20
|
|
Amended and Restated Certificate of Formation of NERCO LLC (Incorporated herein by reference to Exhibit 3.23 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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T3A-21
|
|
Plan of Conversion of Prospect Land and Development LLC (Incorporated herein by reference to Exhibit 3.27 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17,
2010 (File No. 333-168639))
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T3A-22
|
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Certificate of Formation of Resource Development LLC (Incorporated herein by reference to Exhibit 3.29 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17,
2010 (File No. 333-168639))
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T3A-23
|
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Certificate of Incorporation of Sequatchie Valley Coal Corporation (Incorporated herein by reference to Exhibit 3.31 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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T3A-24
|
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Amended and Restated Certificate of Formation of Spring Creek Coal LLC (Incorporated herein by reference to Exhibit 3.33 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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T3A-25
|
|
Plan of Conversion of Western Minerals LLC (Incorporated herein by reference to Exhibit 3.35 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17, 2010 (File
No. 333-168639))
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|
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|
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T3A-26
|
*
|
Amended and Restated Certificate of Formation of Youngs Creek Holdings I LLC
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29
Table of Contents
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Exhibit
|
|
Description
|
|
T3A-27
|
*
|
Amended and Restated Certificate of Formation of Youngs Creek Holdings II LLC
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T3A-28
|
*
|
Certificate of Formation of Youngs Creek Mining Company, LLC
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|
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T3B-1
|
|
Amended and Restated Bylaws of Cloud Peak Energy Inc. effective as of July 28, 2016 (Incorporated herein by reference to Exhibit 3.2 to Cloud Peak Energy Inc.'s Quarterly Report on 10-Q filed on
July 28, 2016 (File No. 001-34547))
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T3B-2
|
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Amended and Restated Limited Liability Company Agreement of Antelope Coal LLC (Incorporated herein by reference to Exhibit 3.6 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4
filed on August 17, 2010 (File No. 333-168639))
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|
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T3B-3
|
*
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Limited Liability Company Agreement of Arrowhead I LLC
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T3B-4
|
*
|
Amended and Restated Limited Liability Company Agreement of Arrowhead II LLC
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T3B-5
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*
|
Amended and Restated Limited Liability Company Agreement of Arrowhead III LLC
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T3B-6
|
*
|
Limited Liability Company Agreement of Big Metal Coal Co. LLC
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T3B-7
|
|
First Amended and Restated Limited Liability Company Agreement of Caballo Rojo Holdings LLC (Incorporated herein by reference to Exhibit 3.8 to Cloud Peak Energy Resources LLC's Registration Statement on
Form S-4 filed on August 17, 2010 (File No. 333-168639))
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|
|
|
|
|
T3B-8
|
|
Amended and Restated Limited Liability Company Agreement of Caballo Rojo LLC (Incorporated herein by reference to Exhibit 3.10 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4
filed on August 17, 2010 (File No. 333-168639))
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T3B-9
|
|
By-laws of Cloud Peak Energy Finance Corp. (Incorporated herein by reference to Exhibit 3.4 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17, 2010 (File
No. 333-168639))
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|
|
|
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T3B-10
|
|
Limited Liability Company Agreement of Cloud Peak Energy Logistics LLC (Incorporated herein by reference to Exhibit 3.26 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
|
|
|
|
T3B-11
|
*
|
Limited Liability Company Agreement of Cloud Peak Energy Logistics I LLC
|
|
|
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T3B-12
|
|
Third Amended and Restated Limited Liability Company Agreement of Cloud Peak Energy Resources LLC (Incorporated herein by reference to Exhibit 3.2 to Cloud Peak Energy Resources LLC's Registration Statement
on Form S-4 filed on August 17, 2010 (File No. 333-168639))
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|
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|
|
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T3B-13
|
|
Amended and Restated Bylaws of Cloud Peak Energy Services Company (Incorporated herein by reference to Exhibit 3.12 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
|
|
|
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T3B-14
|
|
First Amended and Restated Limited Liability Company Agreement of Cordero Mining Holdings LLC (Incorporated herein by reference to Exhibit 3.14 to Cloud Peak Energy Resources LLC's Registration Statement on
Form S-4 filed on August 17, 2010 (File No. 333-168639))
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|
|
|
|
|
T3B-15
|
|
Amended and Restated Limited Liability Company Agreement of Cordero Mining LLC (Incorporated herein by reference to Exhibit 3.16 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4
filed on August 17, 2010 (File No. 333-168639))
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|
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|
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T3B-16
|
*
|
Limited Liability Company Agreement of Cordero Oil and Gas LLC
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|
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T3B-17
|
|
Limited Liability Company Agreement of Kennecott Coal Sales LLC (Incorporated herein by reference to Exhibit 3.18 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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30
Table of Contents
|
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|
Exhibit
|
|
Description
|
|
T3B-18
|
|
Limited Liability Company Agreement of NERCO Coal LLC (Incorporated herein by reference to Exhibit 3.20 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on August 17,
2010 (File No. 333-168639))
|
|
T3B-19
|
|
Limited Liability Company Agreement of NERCO Coal Sales LLC (Incorporated herein by reference to Exhibit 3.22 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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|
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T3B-20
|
|
Second Amended and Restated Limited Liability Company Agreement of NERCO LLC (Incorporated herein by reference to Exhibit 3.24 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4
filed on August 17, 2010 (File No. 333-168639))
|
|
|
|
|
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T3B-21
|
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Limited Liability Company Agreement of Prospect Land and Development LLC (Incorporated herein by reference to Exhibit 3.28 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed
on August 17, 2010 (File No. 333-168639))
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|
|
|
|
T3B-22
|
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Limited Liability Company Agreement of Resource Development LLC (Incorporated herein by reference to Exhibit 3.30 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
|
|
|
|
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T3B-23
|
|
Amended and Restated By-laws of Sequatchie Valley Coal Corporation (Incorporated herein by reference to Exhibit 3.32 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
|
|
|
|
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T3B-24
|
|
Amended and Restated Limited Liability Company Agreement of Spring Creek Coal LLC (Incorporated herein by reference to Exhibit 3.34 to Cloud Peak Energy Resources LLC's Registration Statement on
Form S-4 filed on August 17, 2010 (File No. 333-168639))
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T3B-25
|
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Limited Liability Company Agreement of Western Minerals LLC (Incorporated herein by reference to Exhibit 3.36 to Cloud Peak Energy Resources LLC's Registration Statement on Form S-4 filed on
August 17, 2010 (File No. 333-168639))
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T3B-26
|
*
|
Amended and Restated Limited Liability Company Agreement of Youngs Creek Holdings I LLC
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T3B-27
|
*
|
Amended and Restated Limited Liability Company Agreement of Youngs Creek Holdings II LLC
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T3B-28
|
*
|
Operating Agreement of Youngs Creek Mining Company, LLC
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T3C
|
*
|
Form of Indenture for the New Secured Notes
|
|
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T3D
|
|
Not applicable
|
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T3E
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*
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Offer to Exchange
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T3F
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*
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Cross reference sheet showing the location in the New Secured Notes Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C
hereto)
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T3G
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*
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Organizational Chart of Issuers, Guarantors and Affiliates
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25.1
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*
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Statement of eligibility and qualification of the trustee on Form T-1
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-
*
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Filed
herewith.
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**
-
To
be filed by amendment
31
Table of Contents
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicants have duly caused this application to be signed on each
of their behalves by the undersigned, thereunto duly authorized, in the city of Gillette, and State of Wyoming, on the 12th day of September, 2016.
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CLOUD PEAK ENERGY RESOURCES LLC
CLOUD PEAK ENERGY FINANCE CORP.
CLOUD PEAK ENERGY INC.
ANTELOPE COAL LLC
ARROWHEAD I LLC
ARROWHEAD II LLC
ARROWHEAD III LLC
BIG METAL COAL CO. LLC
CABALLO ROJO HOLDINGS LLC
CABALLO ROJO LLC
CLOUD PEAK ENERGY LOGISTICS LLC
CLOUD PEAK ENERGY LOGISTICS I LLC
CLOUD PEAK ENERGY SERVICES COMPANY
CORDERO MINING HOLDINGS LLC
CORDERO MINING LLC
CORDERO OIL AND GAS LLC
KENNECOTT COAL SALES LLC
NERCO COAL LLC
NERCO COAL SALES LLC
NERCO LLC
PROSPECT LAND AND DEVELOPMENT LLC
RESOURCE DEVELOPMENT LLC
SEQUATCHIE VALLEY COAL CORPORATION
SPRING CREEK COAL LLC
WESTERN MINERALS LLC
YOUNGS CREEK HOLDINGS I LLC
YOUNGS CREEK HOLDINGS II LLC
YOUNGS CREEK MINING COMPANY, LLC
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By:
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/s/ BRYAN PECHERSKY
Bryan Pechersky
Executive Vice President, General Counsel and Corporate Secretary
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32