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Item 1.01 Entry Into Material Definitive Agreement.

On March 11, 2020 (the “Closing Date”), Foresight Energy LP, a Delaware limited partnership, as a debtor and debtor-in-possession (“Holdings”), Foresight Energy LLC, a Delaware limited liability company, as a debtor and debtor-in-possession, as borrower (the “Borrower”), Foresight Energy GP LLC, the general partner of Holdings, as a debtor and debtor-in-possession (the “General Partner”), certain subsidiaries of Borrower, each as a debtor and debtor-in-possession, as guarantors (“Guarantors” and together with Holdings, the Borrower and the General Partner, the “Debtors”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”) and Cortland Capital Market Services LLC, as administrative agent and collateral agent (“Agent” and together with the Debtors and the Lenders, the “Parties”) entered into a senior secured superpriority debtor-in-possession credit and guaranty agreement (the “DIP Facility”).

The DIP Facility has a 180-day term unless, prior to the end of such 180-day period, one or more termination events (including the consummation of a plan of reorganization with respect to the Debtors) occurs.

The amount committed and made available under the DIP Facility is $175 million, which consists of a $100 million new money multi-draw term loan (with $55 million funded on the Closing Date and $45 million available on a delayed draw basis upon the entry of a final order approving the DIP Facility (the “Final Order”) by the bankruptcy court hearing the Debtors’ bankruptcy cases) and, subject to the entry of the Final Order, a $75 million roll-up term loan of the first lien claims of the Lenders.  The DIP Facility bears interest based on, at the Borrower’s option, an adjusted LIBOR rate plus an applicable margin of 11.00% (subject to a 1.00% floor) or an alternate base rate plus an applicable margin of 10.00% (subject to a 2.00% floor).  In addition to paying interest on outstanding principal under the DIP Facility, the Borrower will be required to pay a commitment fee to the Lenders in respect of the delayed draw term loan commitment at a rate equal to 1.00% per annum.  The DIP Facility also provides for the payment of cash upfront fees and payment in newly-issued common equity upon consummation of the Debtors’ bankruptcy cases of put option premium and exit fees (or, in the event of a termination of the DIP Facility prior thereto, payment of such amounts in cash).

The DIP Facility contains certain customary affirmative covenants. The negative covenants in the DIP Facility, include, among other things, limitations on our ability to do the following, subject to certain exceptions and baskets:

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incur additional debt;

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create liens on certain assets;

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make certain loans or investments (including acquisitions);

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pay dividends on or make distributions in respect of our capital stock or make other restricted junior payments;

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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

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sell or otherwise dispose of assets;

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enter into certain transactions with our affiliates;

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enter into sale leaseback transactions;

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change our lines of business;

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restrict liens;

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change our fiscal year; and

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modify the terms of certain debt or organizational agreements.

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