0000914121-16-001459.txt : 20160909 0000914121-16-001459.hdr.sgml : 20160909 20160909161853 ACCESSION NUMBER: 0000914121-16-001459 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160909 DATE AS OF CHANGE: 20160909 GROUP MEMBERS: ANDREW RIMBACH GROUP MEMBERS: BRIAN GLASSER GROUP MEMBERS: CHRISTOPHER CLINE GROUP MEMBERS: CLINE TRUST CO LLC GROUP MEMBERS: DONALD R. HOLCOMB GROUP MEMBERS: JOHN DICKINSON GROUP MEMBERS: MICHAEL J. BEYER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foresight Energy LP CENTRAL INDEX KEY: 0001540729 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 800778894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88722 FILM NUMBER: 161879030 BUSINESS ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 314-932-6160 MAIL ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: Foresight Energy Partners LP DATE OF NAME CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cline Christopher CENTRAL INDEX KEY: 0001385281 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O CLINE RESOURCE & DEVELOPMENT CO STREET 2: 3801 PGA BOULEVARD, SUITE 903 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13D 1 cl35824291-sc13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

Foresight Energy LP

(Name of Issuer)

Common Units Representing Limited Partner Interests, No Par Value

(Title of Class of Securities)

34552U104

(CUSIP Number)

Paul Vining
President

Foresight Reserves LP

3801 PGA Blvd Ste 903

Palm Beach Gardens, FL 33410

(561) 775-9770

With a Copy to:

Gregory P. Patti, Jr.

Cadwalader, Wickersham & Taft LLP

One World Financial Center

200 Liberty Street

New York, NY 10281

212-504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 2016**

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐***

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**	The information reported in this Schedule 13D is current as of the filing date.
***	Certain of the Common Units which may be deemed to be beneficially owned by the Reporting Persons were previously reported on (i) a Schedule 13G filed by Christopher Cline, Cline Resource and Development Company, Insight Resource LLC and Foresight Reserves LP on February 17, 2015, as amended by Amendment No. 1 to Schedule 13G filed by Christopher Cline and Cline Resource and Development Company on February 16, 2016 and (ii) a Schedule 13D filed by Donald R. Holcomb and Cline Trust Company LLC on July 9, 2015. This Schedule 13D is being filed as a result of the events described in Item 4 below.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D


CUSIP No. 34552U104	Page 2


1	NAME OF REPORTING PERSON Christopher Cline
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 20,504,039
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 20,504,039
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,504,039 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.0% (2)
14	TYPE OF REPORTING PERSON IN

(1)	Beneficial ownership of these Common Units was previously reported on a Schedule 13G filed by Christopher Cline, Cline Resource and Development Company, Insight Resource LLC and Foresight Reserves LP on February 17, 2015, as amended by Amendment No. 1 to Schedule 13G filed by Christopher Cline and Cline Resource and Development Company on February 16, 2016.
(2)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 3


1	NAME OF REPORTING PERSON Donald R. Holcomb
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,323,188
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,323,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,323,188 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% (2)
14	TYPE OF REPORTING PERSON IN

(1)	Beneficial ownership of these Common Units was previously reported on a Schedule 13D filed by Donald R. Holcomb and Cline Trust Company LLC on July 9, 2015.
(2)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 4


1	NAME OF REPORTING PERSON Cline Trust Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 20,323,188
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 20,323,188
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,323,188 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% (2)
14	TYPE OF REPORTING PERSON OO

(1)	Beneficial ownership of these Common Units was previously reported on a Schedule 13D filed by Donald R. Holcomb and Cline Trust Company LLC on July 9, 2015.
(2)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 5


1	NAME OF REPORTING PERSON Michael J. Beyer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 440,994
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 440,994
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,994
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (1)
14	TYPE OF REPORTING PERSON IN

(1)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 6


1	NAME OF REPORTING PERSON John Dickinson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 2,454,597
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,454,597
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,454,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% (1)
14	TYPE OF REPORTING PERSON IN

(1)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 7


1	NAME OF REPORTING PERSON Andrew Rimbach
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 2,924,783
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,924,783
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,924,783
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% (1)
14	TYPE OF REPORTING PERSON IN

(1)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 8


1	NAME OF REPORTING PERSON Brian Glasser
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of shares beneficially owned by each reporting person with		7	SOLE VOTING POWER 650,626
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 650,626
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,626
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (1)
14	TYPE OF REPORTING PERSON IN

(1)	Calculated based on 66,096,093 Common Units of Foresight Energy LP outstanding as of August 5, 2016, as reported in Foresight Energy LP’s Quarterly Report on Form 10-Q filed August 9, 2016.

13D


CUSIP No. 34552U104	Page 9

ITEM 1.

SECURITY AND ISSUER

This statement on Schedule 13D (“Schedule 13D”) relates to the common units representing limited partner interests (the “Common Units”) of Foresight Energy LP, a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at: One Metropolitan Square, 211 North Broadway, Suite 2600, St. Louis, MO 63102. Information given in response to each item herein shall be deemed incorporated by reference in all other items, as applicable.

ITEM 2.

IDENTITY AND BACKGROUND

(a), (b), (c), (f) This statement is being filed by:

(i)

Christopher Cline, a citizen of the United States of America (“Cline”);

(ii)

Donald R. Holcomb, a citizen of the United States of America (“Holcomb”);

(iii)

Cline Trust Company LLC, a Delaware limited liability company (“Cline Trust Company”);

(iv)

Michael J. Beyer, a citizen of the United States of America (“Beyer”);

(v)

John Dickinson, a citizen of the United States of America (“Dickinson”);

(vi)

Andrew Rimbach, a citizen of the United States of America (“Rimbach”); and

(vii)

Brian Glasser, a citizen of the United States of America (“Glasser” and together with Cline, Holcomb, Cline Trust Company, Beyer, Dickinson, and Rimbach, the “Reporting Persons”).

The manager of Cline Trust Company is Holcomb. Cline Trust Company is principally engaged in managing the assets of Cline Trust Company for the benefit of its members. The members of Cline Trust Company are four trusts, each of which owns an approximately equal interest in Cline Trust Company: (a) The Alex T. Cline 2004 Irrevocable Trust, the beneficiary of which is Alex T. Cline, a child of Cline, (b) The Candice L. Cline 2004 Irrevocable Trust, the beneficiary of which is Candice L. Kenan (f/k/a Candice L. Cline), a child of Cline, (c) The Christopher L. Cline 2004 Irrevocable Trust, the beneficiary of which is Christopher L. Cline, a child of Cline, and (d) The Kameron N. Cline 2004 Irrevocable Trust, the beneficiary of which is Kameron N. Cline, a child of Cline (each trust described in clauses (a)-(d) of this Item 2 is individually referred to herein as a “Trust”, and collectively as the “Trusts”). The trustee of each of the Trusts is Holcomb. The business address of Cline Trust Company is 3801 PGA Boulevard, Suite 903, Palm Beach Gardens, Florida 33410.

The business address, present principal employment and the name and address of the corporation or other organization in which such employment is conducted of each of the Reporting Persons that are natural persons is set forth on Schedule I hereto.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

This Schedule 13D is being filed because, in light of the matters disclosed in Items 4, 5 and 6, the Reporting Persons may be deemed to be a members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This filing is not being made as a result of any particular acquisition or disposition of Common Units by the Reporting Persons.

ITEM 4.

PURPOSE OF TRANSACTION

13D


CUSIP No. 34552U104	Page 10

Background. This Schedule 13D is being filed in connection with a restructuring of the Issuer (the “Restructuring”), the terms of which are described in the Issuer’s Current Report on Form 8-K filed September 6, 2016, which is incorporated herein by reference. As a result of the Reserves Investor Group (as defined below) having entered into the Power of Attorney Agreement (as defined below) and Foresight Reserves LP, a Nevada limited partnership (“Reserves”), having entered into the Financing Letter Agreement (as defined below) on behalf of the Reserves Investor Group, the Reporting Persons may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act.

Issuance of Exchangeable PIK Notes. As part of the Restructuring, two wholly owned subsidiaries of the Issuer, Foresight Energy LLC and Foresight Energy Finance Corporation (together, the “Exchangeable PIK Notes Issuers”) issued Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the “Exchangeable PIK Notes”) to, among other persons, (i) Cline, (ii) Beyer, (iii) Munsen LLC, a Delaware limited liability company controlled by Dickinson, (iv) Filbert Holdings LLC, a Delaware limited liability company controlled by Rimbach, (v) Forest Glen Investments LLC, a limited liability company controlled by Glasser, (iv) the Trusts, which are controlled by Holcomb, as trustee and (v) Reserves, which is controlled by Cline (such persons identified in clauses (i)-(v), the “Reserves Investor Group”).

Note Retirement and Murray Purchase. The indenture relating to the Exchangeable PIK Notes (the “Indenture”) provides that all of the Exchangeable PIK Notes may be (i) redeemed by the Exchangeable PIK Notes Issuers (a “Note Retirement”) or (ii) purchased by Murray Energy Company, an Ohio corporation (“MEC”) that participated in the Restructuring, an affiliate of MEC or a group of persons which includes MEC or any of its affiliates (the “Murray Group”, and any such purchase, a “Murray Purchase”), in each case for cash at 100% of the principal amount thereof plus accrued interest on or prior to October 2, 2017. Notwithstanding the preceding sentence, pursuant to the terms of the Financing Letter Agreement Reserves has the right to elect to have the Exchangeable PIK Notes held by the Reserves Investor Group, in lieu of being so redeemed in a Note Retirement or purchased in a Murray Purchase, be (a) in the case of a Note Retirement, exchanged for an equivalent amount of refinancing debt or securities issued to finance the Note Retirement or (b) in the case of a Murray Purchase, exchanged for Common Units at the same time and at the same exchange rate as those Exchangeable PIK Notes purchased by the Murray Group from other holders. The Indenture provides that, upon a Murray Purchase, the Exchangeable PIK Notes purchased by the Murray Group will automatically convert into Common Units pursuant to the terms of the Indenture, subject to Reserve’s right to receive Common Units from the Issuer pursuant to the Equity Adjustment (as defined below).

Financing Letter Agreement. As part of the Restructuring, Reserves (on behalf of itself and as attorney-in-fact for the other members of the Reserves Investor Group), the Issuer and MEC entered into a letter agreement dated August 30, 2016 (the “Financing Letter Agreement”) setting forth, among other things, certain rights of Reserves and the Reserves Investor Group and obligations of MEC and the Issuer with respect to (a) the right to exercise a Murray Purchase or (b) a Note Retirement in the form of a refinancing by the Issuer of the Exchangeable PIK Notes (a “Refinancing”) with the proceeds of (i) an investment by the Murray Group or any member thereof in the Issuer (a “Murray Investment”) or (ii) the incurrence or issuance of indebtedness or issuance of equity securities or other instruments by Issuer and/or any of its subsidiaries (or any transaction that involves a combination of the right to exercise a Murray Purchase and a Refinancing).

Reserves Investor Group Rights in a Refinancing. The Financing Letter Agreement provides that in the event of a Refinancing, the Reserves Investor Group will be required to make an irrevocable election (subject to certain exceptions set forth in the Financing Letter Agreement) to either (i) continue to hold all of their Exchangeable PIK Notes and receive payment in full on the same terms as all other holders of Exchangeable PIK Notes, (ii) exchange their Exchangeable PIK Notes for an equivalent amount of the securities or other instruments to be issued in the Refinancing (and, to the extent such Refinancing is comprised of multiple series or tranches, on a pro rata basis among such series or tranches), or (iii) any combination of clauses (i) and (ii) immediately above.

Reserves Investor Group Rights with respect to a Murray Purchase. The Financing Letter Agreement provides that in the event of an exercise of a Murray Purchase right, the Reserves Investor Group will have the right to decline to have any or all of their Exchangeable PIK Notes purchased by the Murray Group. If the Reserves Investor Group declines to have any of its Exchangeable PIK Notes Amount purchased in a Murray Purchase, the Exchangeable PIK Notes with respect to which such election is made will be exchanged for Common Units on the terms set forth in the Indenture (concurrent with the exchange for Common Units of all Exchangeable PIK Notes purchased by the Murray Group as set forth in the Indenture).

13D


CUSIP No. 34552U104	Page 11

References to the Financing Letter Agreement in this Schedule 13D are qualified in their entirety by reference to the Financing Letter Agreement, a copy of which is attached hereto as Exhibit 99.2.

Issuance of Equity Adjustment. The Indenture provides that in the event the Murray Group exercises its Murray Purchase right or any other Note Redemption occurs in which the Murray Group receives Common Units, and in connection therewith Reserves does not exercise the right to have any of its Exchangeable PIK Notes or Exchangeable PIK Notes held by other members of the Reserves Investor Group exchanged into Common Units, Reserves shall be issued Common Units (which would otherwise have been issued pursuant to the terms of the Indenture to the Murray Group in connection with the exchange of the Exchangeable PIK Notes purchased in the Murray Purchase or the Note Redemption pursuant to which the Murray Group receives Common Units the proceeds of which are used for the Note Redemption) by the Issuer to increase Reserves’ aggregate ownership of Common Units to 25% of all Common Units then outstanding (the “Equity Adjustment”), subject to a cap on the number of Common Units issued to Reserves in the Equity Adjustment equal to $25 million divided by the product of (x) the 30 Trading Day VWAP (as defined in the Indenture) of the Common Units and (y) 0.925 (the “Reserves Issuance”).

Power of Attorney Agreement. In connection with the Restructuring, the Reserves Investor Group entered into the Power of Attorney Agreement dated as of August 30, 2016 (the “PoA”). The PoA provides, among other things, for the members of the Reserves Investor Group (other than Reserves) to instruct Reserves with respect to such members’ elections with respect to a Refinancing or the exercise of a Murray Purchase right. Notwithstanding the foregoing, the PoA provides that in the event of the exercise of a Murray Purchase right or a Refinancing in which any member of the Murray Group is entitled to receive Common Units, Reserves shall have the right, in its sole discretion, to cause the Reserves Investor Group to elect not to exercise its right to have the Exchangeable PIK Notes convert or exchange into Common Units pursuant to the Financing Letter Agreement, and any such election by Reserves shall be binding upon the other members of the Reserves Investor Group. If Reserves were to elect to cause the Reserves Investor Group to elect not to exercise such right to convert or exchange into Common Units, the Reserves Issuance would be made solely to Reserves.

References to the PoA in this Schedule 13D are qualified in their entirety by reference to the PoA, a copy of which is attached hereto as Exhibit 99.3.

Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

(a), (b) Based upon the Issuer’s Quarterly Report on Form 10-Q filed August 9, 2016, there were 66,096,093 Common Units of the Issuer outstanding as of August 5, 2016. Based on the foregoing,

(i) Cline may be deemed to beneficially own 20,504,039 Common Units, which represents approximately 31.0% of the outstanding Common Units. Cline has sole voting and dispositive power over the 20,504,039 Common Units, 19,040,490 of which are owned directly by Cline and 1,463,549 Common Units of which are owned directly by Cline Resource and Development Company, which is wholly owned by Cline;

(ii) Cline Trust Company and Holcomb may be deemed to beneficially own 20,323,188, which represents approximately 30.7% of the outstanding Common Units. Cline Trust Company and its manager, Holcomb, share voting and dispositive power over the 20,323,188 Common Units held directly by Cline Trust Company;

(iii) Beyer may be deemed to beneficially own 440,994 Common Units, which represents approximately 0.7% of the outstanding Common Units. Beyer has sole voting and dispositive power over the 440,994 Common Units owned directly by Thunderwood Capital, LLC, of which Beyer is manager;

(iv) Dickinson may be deemed to beneficially own 2,454,597 Common Units, which represents approximately 3.7% of the outstanding Common Units. Dickinson has sole voting and dispositive power over the 2,454,597 Common Units owned directly by Munsen LLC, of which Dickinson is manager;

13D


CUSIP No. 34552U104	Page 12

(v) Rimbach may be deemed to beneficially own 2,924,783 Common Units, which represents approximately 4.4% of the outstanding Common Units. Rimbach has sole voting and dispositive power over the 2,924,783 Common Units owned directly by Filbert Holdings LLC, of which Rimbach is manager; and

(vi) Glasser may be deemed to beneficially own 650,626 Common Units, which represents approximately 1.0% of the outstanding Common Units. Glasser has sole voting and dispositive power over the 650,626 Common Units owned directly by Forest Glen Investments LLC, of which Glasser is manager.

In the event the Reporting Persons were deemed to be a “group” within the meaning of Section 13(d)(3) of the Exchange Act, such group would beneficially own 47,298,227 Common Units, which represents 71.6% of the outstanding Common Units.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from sale of, the Common Units.

(e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons (other than Cline Trust Company) are parties to the Financing Letter Agreement and the Power of Attorney Agreement relating to the Common Units.

Financing Letter Agreement

General. On August 30, 2016 (the “Effective Date”), Reserves (on behalf of the Reserves Investor Group), the Issuer and MEC entered into the Financing Letter Agreement setting forth, among other things, certain rights of Reserves and the Reserves Investor Group and obligations of MEC and the Issuer with respect to (a) the exercise of the Murray Purchase right or (b) an Exchangeable PIK Note Retirement in the form of a refinancing by the Issuer of the Exchangeable PIK Notes (a “Refinancing”) with the proceeds of (i) a Murray Investment or (ii) the incurrence or issuance of indebtedness or issuance of equity securities by the Issuer and/or any of its subsidiaries (or any transaction that involves a combination of the exercise of the Murray Purchase right and a Refinancing).

The Indenture provides that compliance with the Financing Letter Agreement (as in effect on the Effective Date and as amended or modified after the Effective Date, so long as such amendments or modifications do not impose obligations on the Issuer or MEC that are materially greater or more burdensome than those obligations on the Issuer or MEC that are contained in the Financing Letter Agreement as in effect on the Effective Date) in all material respects (or waiver of any material non-compliance) is a condition to a Note Redemption.

Reserves Investor Group Rights in a Refinancing. The Financing Letter Agreement requires the Issuer (or MEC or one of its affiliates of behalf of the Issuer, to the extent agreed to by MEC or such affiliate) to provide 30 days’ prior written notice of any Refinancing to Reserves, which notice shall include, to the extent available at such time, the expected material terms of any transaction to effectuate such proposed Refinancing (which, in the case of indebtedness, shall include without limitation maturity, approximate face amount, interest rate, issue price, redemption prices, and a summary of expected covenants and governance terms (all expected material terms of any such Refinancing collectively, the “Refinancing Terms”)) and the identity of any person who may participate in such Refinancing. The Issuer will also provide a subsequent notice to Reserves at least 15 business days prior to the consummation of any Refinancing, which notice must include the Refinancing Terms and drafts of any subscription agreement, loan agreement, indenture, note, certificate of designation or similar agreement and any term sheets or offering documents relating thereto.

Reserves, on behalf of the Reserves Investor Group, is required pursuant to the Financing Letter Agreement to make an irrevocable election (subject to certain exceptions set forth in the Financing Letter Agreement) within 10 business days of receipt of the second notice described in the preceding paragraph to either (i) continue to hold all of their Exchangeable PIK

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CUSIP No. 34552U104	Page 13

Notes and receive payment in full on the same terms as all other holders of Exchangeable PIK Notes, (ii) exchange their Exchangeable PIK Notes in an initial aggregate principal amount not to exceed $180 million plus any interest thereon that has been paid in the form of Exchangeable PIK Notes (the sum of the initial aggregate principal amount of $180 million plus any interest thereon that has been paid in the form of Exchangeable PIK Notes, the “Reserves Exchangeable Notes Amount”) for an equivalent amount of the securities or other instruments to be issued in the Refinancing (and, to the extent such Refinancing is comprised of multiple series or tranches, on a pro rata basis among such series or tranches), or (iii) any combination of clauses (i) and (ii) immediately above.

The Financing Letter Agreement also gives the Reserves Investor Group the option to purchase additional loans or securities in any Refinancing transaction to ensure that the Reserves Investor Group is the holder or lender, as the case may be, of 60% of any such tranche of debt or securities.

Reserves Investor Group Rights Upon Exercise of the Murray Purchase Right. The Financing Letter Agreement gives the Reserves Investor Group the right to decline to have the Reserves Exchangeable Notes Amount purchased by the Murray Group upon exercise of the Murray Purchase right. If the Reserves Investor Group declines to have the Reserves Exchangeable Notes Amount so purchased, the Exchangeable PIK Notes with respect to which such election is made will be exchanged for Common Units on the terms set forth in the Indenture (concurrent with the exchange for Common Units of all Exchangeable PIK Notes purchased by the Murray Group).

Covenants of the Reserves Investor Group in Financing Letter Agreement. The Financing Letter Agreement requires the Reserves Investor Group to cooperate with the Issuer’s efforts to cause any Exchangeable PIK Notes held by the Reserves Investor Group to be separately identifiable including by their own with a separate CUSIP or sub-CUSIP or by other means if the Exchangeable PIK Notes are not held in the facilities of the Depository Trust Company. The Reserves Investor Group also agrees not to object to or oppose the Refinancing or Murray Purchase so long as the Financing Letter Agreement has been complied with by MEC and the Issuer, provided that in certain circumstances the directors of the general partner of the Issuer (in their capacities as such) may express any opinion they may have on such proposal to the “independent directors” of the general partner of the Issuer.

The Reserves Investor Group and Murray Energy also both agree in the Financing Letter Agreement not to (and not to cause any other party to) short, purchase, contract to purchase, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, of the Common Units during the 30 trading days prior to any Refinancing or exercise of the Purchase Right.

References to the Financing Letter Agreement in this Schedule 13D are qualified in their entirety by reference to the Financing Letter Agreement, a copy of which is attached as Exhibit 99.2.

Power of Attorney Agreement

In the PoA, each of the members of the Reserves Investor Group (other than Reserves, the “Other Investors”) grants Reserves a power of attorney (i) to bind the Other Investors to the Financing Letter Agreement and related agreements and instruments; (ii) to take such other actions for and on behalf of the Other Investors including performing obligations of the Other Investors under the Financing Letter Agreement and related agreements and instruments; (iii) to receive all notices required to be delivered to the Reserves Investor Group thereunder; and (iv) for and on behalf of the Other Investors, to make all decisions and elections and to take all actions or refrain from taking actions as may be required or permitted under the Financing Letter Agreement and related agreements and instruments.

The PoA requires Reserves to exercise commercially reasonable efforts to deliver to the Other Investors any notice delivered under the Financing Letter Agreement that is received by Reserves, within the times set forth in the PoA, including with respect to a Refinancing or the exercise of a Murray Purchase right.

In the event of a Refinancing pursuant to Section 3 of the Financing Letter Agreement, each of the Other Investors has the right to notify Reserves of its election (a “Refinancing Election”) to (i) receive payment in full for the Exchangeable PIK Notes held by such Other Investor; (ii) exchange the Exchangeable PIK Notes held by such Other Investor for securities or other instruments to be issued in the Refinancing; or (iii) take any combination of (i) or (ii), in each case as set forth in Financing

13D


CUSIP No. 34552U104	Page 14

Letter Agreement. Reserves is obligated under the PoA to cause such Other Investor’s Refinancing Election to be included in the Reserves election notice given to MEC and the Issuer as required by the Financing Letter Agreement.

Subject to the right of Reserves set forth in the paragraph immediately below, in the event of the exercise of the Murray Purchase right, each of the Other Investors has the right to notify Reserves of its election to exclude (a “MEC Purchase Exclusion”) all or part of such Other Investor’s Exchangeable PIK Notes from the MEC Purchase by delivering written notice of such MEC Purchase Exclusion to Reserves within the period set forth in the PoA. Reserves is obligated under the PoA to cause such Other Investor’s MEC Purchase Exclusion to be included in the Reserves election notice given to MEC and the Issuer as required by the Financing Letter Agreement.

The PoA provides that, notwithstanding anything in the PoA to the contrary, in the event of the exercise of the Murray Purchase right or a Refinancing in which MEC or any affiliate of MEC (or any group of persons that includes MEC or any affiliate of MEC) is entitled to receive common units of the Issuer in connection therewith, Reserves shall have the right, in its sole discretion, to cause the Reserves Investor Group to elect not to exercise its right to have its Exchangeable PIK Notes convert or exchange into Common Units pursuant to the Financing Letter Agreement, and any such election by Reserves shall be binding upon the Other Investors.

References to the PoA in this Schedule 13D are qualified in their entirety by reference to the PoA, a copy of which is attached hereto as Exhibit 99.3.

Except as otherwise described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

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CUSIP No. 34552U104	Page 15

ITEM 7.

MATERIAL TO BE FILED AS AN EXHIBIT

Exhibit 99.1	Joint Filing Agreement, dated as of September 8, 2016, between the Reporting Persons.

Exhibit 99.2	Financing Letter Agreement, dated as of August 30, 2016, among Murray Energy Corporation, Foresight Energy LP, and Foresight Reserves LP (on behalf of itself and as attorney-in-fact for the other members of the Reserves Investor Group).

Exhibit 99.3	Power of Attorney Agreement, dated as of August 30, 2016 among the Reserves Investor Group.

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CUSIP No. 34552U104	Page 16

SCHEDULE I

Reporting Person	Address/Business Address	Principal Employment	Name, Address of Organization

Christopher Cline	Cline Resource and Development Company 3801 PGA Blvd., Suite 903 Palm Beach Gardens, FL 33410	Business person, Mining	Cline Resource and Development Company 3801 PGA Blvd., Suite 903 Palm Beach Gardens, FL 33410

Donald R. Holcomb	Dickinson Fuel Company, Inc. 300 Capitol Street, Suite 1408 Charleston, WV 25301	President, Dickinson Fuel Company, Inc.	Dickinson Fuel Company, Inc. 300 Capitol Street, Suite 1408 Charleston, WV 25301

Michael J. Beyer	Thunderwood Capital, LLC 768 Harbor Isles Court North Palm Beach, FL 33410	Manager, Thunderwood Capital, LLC	Thunderwood Capital, LLC 768 Harbor Isles Court North Palm Beach, FL 33410

John Dickinson	Cline Resource and Development Company 3801 PGA Blvd., Suite 903 Palm Beach Gardens, FL 33410	President, Cline Resource and Development Company	Cline Resource and Development Company 3801 PGA Blvd., Suite 903 Palm Beach Gardens, FL 33410

Andrew Rimbach	Filbert Holdings LLC 105 Schooner Lane Jupiter, FL 33477	Executive, Rimbach Publishing	Filbert Holdings LLC 105 Schooner Lane Jupiter, FL 33477

Brian Glasser	Bailey & Glasser 209 Capitol Street Charleston, WV 25301	Attorney	Bailey & Glasser 209 Capitol Street Charleston, WV 25301

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CUSIP No. 34552U104	Page 17

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 8, 2016	CHRISTOPHER CLINE

	By:	/s/ Christopher Cline

	DONALD R. HOLCOMB

	By:	/s/ Donald Holcomb

	CLINE TRUST COMPANY

	By:	/s/ Donald Holcomb
		Manager

	MICHAEL J. BEYER

	By:	/s/ Michael J. Beyer

	JOHN DICKINSON

	By:	/s/ John Dickinson

	ANDREW RIMBACH

	By:	/s/ Andrew Rimbach

	BRIAN GLASSER

	By:	/s/ Brian Glasser

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CUSIP No. 34552U104	Page 18

EXHIBIT INDEX

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement, dated as of September 8, 2016, between the Reporting Persons.

Exhibit 99.2		Financing Letter Agreement, dated as of August 30, 2016, among Murray Energy Corporation, Foresight Energy LP, and Foresight Reserves LP (on behalf of itself and as attorney-in-fact for the other members of the Reserves Investor Group).

Exhibit 99.3		Power of Attorney Agreement, dated as of August 30, 2016 among the Reserves Investor Group.

EX-99.1 2 cl35824291-ex99_1.htm JOINT FILING AGREEMENT

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the Common Units representing limited partner interests of Foresight Energy LP, and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

[Signature Page Follows]

Exhibit 99.1-1

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 8^th day of September, 2016.

Date: September 8, 2016	CHRISTOPHER CLINE

	By:	/s/ Christopher Cline

	DONALD R. HOLCOMB

	By:	/s/ Donald Holcomb

	CLINE TRUST COMPANY

	By:	/s/ Donald Holcomb
		Manager

	MICHAEL J. BEYER

	By:	/s/ Michael J. Beyer

	JOHN DICKINSON

	By:	/s/ John Dickinson

	ANDREW RIMBACH

	By:	/s/ Andrew Rimbach

	BRIAN GLASSER

	By:	/s/ Brian Glasser

Exhibit 99.1-2

EX-99.2 3 cl35824291-ex99_2.htm FINANCING LETTER AGREEMENT

Exhibit 99.2

Murray Energy Corporation
46226 National Road
St. Clairsville, Ohio 43950

August 30, 2016

Foresight Reserves, LP
3801 PGA Boulevard, Suite 903
Palm Beach Gardens, Florida 33410
Attention: Trey Jackson

Foresight Energy L.P.
One Metropolitan Square
Suite 2600
St. Louis, Missouri 63102
Attention: Rashda Buttar

Re:	$300,000,000 Second Lien Exchangeable PIK Notes due 2017 (the “Exchangeable Notes”) of Foresight Energy LLC (the “Issuer”) and Foresight Energy Finance Corporation (together with the Issuer, the “Issuers”).

Ladies and Gentlemen:

1. This letter agreement (as it may be amended, modified, or waived from time to time in accordance with the terms hereof, the “Letter Agreement”) is by and among Foresight Reserves, LP (“Reserves”) and the persons and entities listed on Schedule A hereto (the “Other Investors” and collectively with Reserves, “FRLP” or “you”), Murray Energy Corporation (“MEC”), an equityholder of Foresight Energy LP (“FELP”), and FELP, the parent company of the Issuers, in connection with the contemplated Indenture, to be dated as of the date of issuance of the Exchangeable Notes, which will govern the terms of the Exchangeable Notes (the “Indenture”). Pursuant to the Indenture, if the Exchangeable Notes are not refinanced, redeemed, repurchased, defeased, otherwise retired, purchased pursuant to the Purchase Right (defined below), or a combination thereof, on or prior to October 2, 2017, then the Exchangeable Notes shall mature at 1:00 p.m. (New York City time) on October 3, 2017, at which time the Issuers shall repay the Exchangeable Notes in cash at 100% of the principal amount of the Exchangeable Notes plus accrued interest to October 3, 2017; provided, that if the Issuers fail to so repay the Exchangeable Notes, then all outstanding Exchangeable Notes (including all principal, interest, and other amounts outstanding thereunder) will immediately and automatically be exchanged into common units representing limited partnership interests of FELP at an exchange price of $0.8928 per unit as set forth in transaction support agreements. The parties hereto acknowledge that (i) MEC (on its own, with its affiliates and/or with other investors) may make an investment in FELP (the “MEC Investment”) or (ii) FELP and/or one or more of its subsidiaries may otherwise incur indebtedness or issue other instruments (including without limitation the issuance of preferred equity), the proceeds of either or both of which shall be used to refinance the Exchangeable Notes in their entirety on or prior to October 2, 2017 (the “Refinancing”). Alternatively, MEC (on its own, with its affiliates and/or with other investors) may purchase the Exchangeable Notes from the holders thereof on or prior to October 2, 2017 (the “Purchase Right”). The Refinancing and/or purchase is a condition precedent to the exercise by MEC of its Option (as defined in that certain Amended and Restated Option Agreement by and between MEC, Reserves and Michael J. Beyer).

2. FRLP hereby represents and warrants to MEC that FRLP collectively will hold, immediately after the issuance thereof, an initial aggregate principal amount of Exchangeable Notes of up to $180,000,000 (the “FRLP Exchangeable Notes”) and not in excess thereof.

3. As consideration for FRLP’s agreement to become a holder of the FRLP Exchangeable Notes on the initial issue date of the Exchangeable Notes, FELP hereby covenants to and agrees with each of FRLP and MEC that it shall (i) no less than 30 days prior to the consummation of a Refinancing, cause written notice of any proposed Refinancing to be given to FRLP, which notice shall include the then expected material terms of any transaction to effectuate such proposed Refinancing (which, in the case of indebtedness, shall include without limitation maturity, approximate face amount, interest rate, issue price, redemption prices, and a summary of expected covenants and governance terms (all expected material terms of any such Refinancing collectively, the “Terms”)), provided any such Terms are then available - if they are not then the only requirement under this clause (i) is to deliver to FRLP a summary of discussions around the proposed Refinancing and the identity of any person then known to FELP who may participate in the proposed Refinancing, and (ii)(a) cause written notice of any proposed Refinancing to be given to FRLP no less than 15 business days prior to the consummation of such Refinancing, which notice shall include the Terms and (b) attach to the notice described in the preceding clause 3(ii)(a) drafts of any subscription agreement, loan agreement, indenture, note, certificate of designation or similar agreement and any term sheets or offering documents relating

Exhibit 99.2-1

thereto (which, subject to Paragraph 4 below, may be subject to change). The written notices referred to in the immediately preceding sentence may instead be given by MEC or one of its affiliates to satisfy the obligations with respect thereto.

Within 10 business days of receipt of the notice and documents described in clause 3(ii), FRLP shall notify FELP and MEC in writing (the “Election”) that it will, subject to completion of such transaction to effectuate the proposed Refinancing, either (i) continue to hold all of the FRLP Exchangeable Notes and receive payment in full in connection with the Refinancing on the same terms as all other holders of Exchangeable Notes, (ii) exchange FRLP Exchangeable Notes in an initial aggregate principal amount not to exceed $180 million plus accrued and unpaid interest thereon (which unpaid interest will be in the form of additional Exchangeable Notes) (the sum of the initial aggregate principal amount of $180 million plus accrued and unpaid interest is the “FRLP Exchangeable Notes Amount”) for the securities or other instruments to be issued in the Refinancing in an aggregate principal amount (or in the case of instruments not constituting indebtedness, having value (based on the economic terms of such MEC Investment) in an amount) equal to the FRLP Exchangeable Notes Amount on the same terms being issued or borrowed in connection with the Refinancing (and, to the extent such Refinancing is comprised of multiple series or tranches, on a pro rata basis among such series or tranches), or (iii) any combination of clauses (i) and (ii) immediately above. Such Election shall be binding and not subject to change, subject to numbered paragraph 4 below. If, after exchanging the entire FRLP Exchangeable Notes Amount for an equal aggregate amount of such securities in the Refinancing as set forth in the preceding sentence, FRLP would not be the lender or holder (as the case may be) of at least 60% of the total amount of any such new tranche or series of securities or other instruments, FRLP shall have the option (and shall notify MEC or FELP, as appropriate, whether or not it chooses to exercise such option in the Election) to provide an additional amount in cash to purchase such new tranche or series on the same terms and timing as other investors that would result in FRLP holding up to 60% of such new tranche or series.

4. FELP further covenants and agrees that (regardless of whether or not FRLP elects to participate in the Refinancing) (i) it shall deliver written notice to each of FRLP and MEC promptly, but in any event no later than three business days prior to the closing of such Refinancing, of any expected change to the Terms and the documents reflecting such changes and (ii) upon receipt of such notice of a change in terms and such documents, FRLP shall have the right to change any Election made pursuant to the first sentence of the previous paragraph within two business days of receipt of such notice.

The written notice referred to in this numbered Paragraph 4 may instead be given by MEC or one of its affiliates to satisfy the obligations with respect thereto. To the extent that FRLP elects, as to any portion of its FRLP Exchangeable Notes, to exchange such FRLP Exchangeable Notes pursuant to clause (ii) or clause (iii) of the third sentence of Paragraph 3, FELP and MEC hereby covenant and agree to promptly enter into, and subsequently perform, such agreements or arrangements, and to cause its financing providers to enter into such agreements or arrangements, as may be necessary or advisable (in the reasonable determination of FRLP) to effectuate such exchange.

5. If, however, MEC exercises its Purchase Right, FRLP may elect not to have FRLP Exchangeable Notes in an aggregate principal amount up to the FRLP Exchangeable Notes Amount it then holds purchased by MEC and such FRLP Exchangeable Notes shall exchange into FELP common units pursuant to the terms of the Indenture. For the avoidance of doubt, if FELP and/or MEC propose to retire the Exchangeable Notes in full by MEC exercising its Purchase Right in combination with a Refinancing, FRLP shall have the rights set forth in Paragraphs 3 and 4 pro rata in proportion to the principal amount of Exchangeable Notes that are proposed to be retired in the Refinancing and shall have the rights set forth in this Paragraph 5 pro rata in proportion to the principal amount of Exchangeable Notes that are proposed to be purchased by MEC. If MEC proposes to exercise its Purchase Right (whether alone or in combination with a Refinancing), MEC shall deliver (or shall cause FELP to deliver) notice thereof to FRLP and FRLP shall deliver notice to MEC of its election pursuant to this Paragraph in accordance with the notice provisions of numbered Paragraphs 3 and 4.

6. FRLP agrees that (a) it will reasonably cooperate with FELP’s efforts to cause the FRLP Exchangeable Notes to be identified separately from the other Exchangeable Notes including, in the event of an Election, identifying the Election made with respect to each of the FRLP Exchangeable Notes (including (i) by their own CUSIP or sub-CUSIP number that is separately identifiable from the CUSIP number assigned to the Exchangeable Notes not held by FRLP at any time the Exchangeable Notes are held by them through the facilities of the Depository Trust Company and/or (ii) if the Exchangeable Notes are not held in the facilities of the Depositary Trust Company (A) by the American Stock Transfer and Trust Company file number assigned to the FRLP Exchangeable Notes or (B) by such other means as reasonably requested by MEC and/or the Issuers which may include transferring interests to separate global notes); provided, that the Issuers of the Exchangeable Notes make the appropriate request to the Committee on Uniform Security Identification Procedures to effectuate such an identification; and (ii) it will not object to or otherwise oppose the Refinancing or exercise by MEC of its Purchase Right if such Refinancing or Purchase Right exercise is effected in accordance with the terms set forth in the Indenture and this Letter Agreement; provided, that if MEC or FELP proposes to effectuate the Refinancing through the issuance by FELP of any interests other than common units having the same economic and governance rights as the then existing common units, the directors of Foresight Energy GP LLC (the “GP”) may express, solely in their capacity as directors of the GP, any opinion they

Exhibit 99.2-2

may have on such proposal to the “independent directors” of the GP so long as such opinion(s) is shared with MEC or one of the directors of the GP appointed by MEC within one business day.

7. The parties further agree (i) the Indenture shall provide for the foregoing such that the redemption right of the Issuers shall be permitted only after compliance by FELP with the terms described in numbered paragraphs 3 and 4 above (as more fully set forth in the Indenture) and (ii) no other agreement shall be entered into by MEC or FELP that would prohibit or otherwise restrict the rights of FRLP hereunder from being exercised or the obligations of MEC or FELP from being complied with.

8. Furthermore, during the 30 trading days prior to any Refinancing, MEC and FRLP will not, and will cause their respective affiliates not to, directly or indirectly, (and not cause any other party to) short, purchase, contract to purchase, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, of the Common Units during the 30 trading days prior to any Refinancing or exercise of the Purchase Right.

9. It is understood and agreed that this Letter Agreement shall not constitute or give rise to any obligation to provide any financing or otherwise engage in a capital markets or other transaction, except as otherwise set forth herein.

10. This Letter Agreement may not be amended nor any provision hereof waived or modified except by an instrument in writing signed by MEC, FELP, and Reserves (on behalf of FRLP). No course of dealing between the parties hereto shall be deemed to modify, amend or discharge any provision or term of this Letter Agreement.

11. Because of the unique business relationships by and among MEC, FELP and FRLP, including the respective partnership interests in FELP, and, as applicable, the GP, the familiarity of each of the parties to this Letter Agreement with one another, the intertwined interests and benefits of the parties in other agreements that exist among them and their affiliates for the development, operation and mining of coal in the Illinois Basin, MEC, FELP and FRLP intend to and hereby agree that each party’s interest under this Letter Agreement are not and may not be assigned to another person, in whole or in part, directly or indirectly, by operation of law or otherwise, without the express written consent of all the other parties hereto, which consent may be withheld for any reason or no reason. This non-assignment provision is an integral part of this Letter Agreement without which the parties would not be willing to enter into this Letter Agreement or the associated exchange related to the Exchangeable Notes.

12. This Letter Agreement and the other written agreements entered into by the parties in connection with the subject matter hereof (the “Other Agreements”) supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral) between the parties hereto relating to the subject matter hereof, and this Letter Agreement and the Other Agreements contain the entire final agreement of the parties hereto relating to the subject matter hereof.

13. All notices and other communications to be given to a party hereto shall be in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email if also sent by one of the foregoing, to the address for such party set forth on such party’s signature page hereto or such other address as such party shall specify from time to time in a notice to the other party. Any of the foregoing communications shall be effective when delivered on a business day (or if not a business day, on the next business day thereafter). Any notice delivered to Reserves in accordance with this Letter Agreement shall be deemed sufficient notice to FRLP.

14. Each provision of this Letter Agreement shall be valid, binding and enforceable to the fullest extent permitted by requirements of law. In case any provision in this Letter Agreement shall be invalid, illegal or unenforceable in any jurisdiction (either in its entirety or as applied to any party, fact, circumstance, action or inaction), the validity, legality and enforceability of the remaining provisions, or of such provision in any other jurisdiction or as applied to any party, fact, circumstance, action or inaction, shall not in any way be affected or impaired thereby and the remainder of this Letter Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties hereto.

15. This Letter Agreement and any claim, controversy or dispute arising under or related to or in connection with this Letter Agreement, the relationship of the persons party hereto, and/or the interpretation and enforcement of the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York without regard to the choice of law rules thereof that would apply the laws of another jurisdiction.

16. This Letter Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of this Letter Agreement by facsimile, telecopy or other secure electronic format (including .pdf) shall be effective as delivery of a manually executed counterpart thereof.

Exhibit 99.2-3

17. The terms “business day”, “trading day” and Exchange Act shall have the meanings ascribed to them in the Indenture as in effect on the date hereof.

18. Reserves hereby represents and warrants that it has received an irrevocable power of attorney from each of the Other Investors authorizing Reserves (i) to bind the Other Investors to this Letter Agreement and related agreements and instruments; (ii) to take such other actions for and on behalf of the Other Investors including performing obligations of the Other Investors under this Letter Agreement and related agreements and instruments; (iii) to receive all notices delivered to FRLP hereunder; and (iv) for and on behalf of the Other Investors, to make all decisions and elections and to take all actions or refrain from taking actions as may be permitted under this Letter Agreement and related agreements and instruments.

Please evidence your agreement to the terms of this Letter Agreement by signing a counterpart of this Letter Agreement and returning it to the undersigned.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 99.2-4

	Sincerely,

	MURRAY ENERGY CORPORATION


	By:	/s/
		Name
		Title

	Address for notices:

	46226 National Road
	St. Clairsville, Ohio 43950
	Attention: Michael McKown
	Email: mmckown@coalsource.com


	FORESIGHT ENERGY L.P.

By:	Foresight Energy GP LLC, its General Partner

	By:
		Name:
		Title:

Address for notices:

One Metropolitan Square
Suite 2600
St. Louis, Missouri 63102
Attention: Rashda Buttar
Email: rbuttar@foresightenergy.com
Facsimile No.: []

AGREED TO AND ACCEPTED:

FORESIGHT RESERVES, LP
for itself and as attorney in fact for the
individuals and entities listed on Schedule A hereto

By:
	Name:
	Title:

Address for notices:

3801 PGA Boulevard, Suite 903
Palm Beach Gardens, Florida 33410
Attention: Richard Verheij
Email: rverheij@clineres.com
Facsimile No.: 561-626-4938

Exhibit 99.2-5

Schedule A

“Other Investors”

1. Christopher Cline

2. Michael J. Beyer

3. Munsen LLC

4. Filbert Holdings LLC

5. The Candice Cline 2004 Irrevocable Trust

6. The Alex T. Cline 2004 Irrevocable Trust

7. The Christopher L. Cline 2004 Irrevocable Trust

8. The Kameron N. Cline 2004 Irrevocable Trust

9. Forest Glen Investments LLC

Exhibit 99.2-6

EX-99.3 4 cl35824291-ex99_3.htm POWER OF ATTORNEY AGREEMENT

Exhibit 99.3

POWER OF ATTORNEY AGREEMENT

This POWER OF ATTORNEY AGREEMENT (“Agreement”), entered into as of August 30, 2016, is by and among Foresight Reserves, LP (“Reserves”), Christopher Cline (“Cline”), Michael J. Beyer (“Beyer”), Munsen LLC (“Munsen”), Filbert Holding LLC (“Filbert”), The Candice Cline 2004 Irrevocable Trust (“CCT”), The Alex T. Cline 2004 Irrevocable Trust (“ACT”), The Christopher L. Cline 2004 Irrevocable Trust (“CLT”), The Kameron N. Cline 2004 Irrevocable Trust (“KCT”), and Forest Glen Investments LLC (“Forest Glen” and, collectively with Cline, Beyer, Munsen, Filbert, CCT, ACT, CLT, and KCT, the “Other Investors” and, collectively with Reserves, the “Reserves Investor Group”).

Recitals

A. The Reserves Investor Group collectively holds or will hold up to $180 million principal amount of Second Lien Exchangeable PIK Notes due 2017 issued by Foresight Energy LLC and Foresight Energy Finance Corporation pursuant to an indenture dated on or about the date hereof, plus an additional principal amount of such notes paid as PIK interest (the “FRLP Exchangeable Notes”).

B. On or about the date hereof, Reserves, on behalf of itself and the Other Investors, will enter into or has entered into that certain letter agreement (“Financing Letter Agreement”) by and among Reserves, Foresight Energy, LP (“FELP”), and Murray Energy Corporation (“MEC”), a copy of which is attached hereto as Exhibit A.

C. Pursuant to the Financing Letter Agreement, the Reserves Investor Group has certain rights and may make certain elections with respect to the FRLP Exchangeable Notes in the event of a Refinancing or in the event MEC exercises its Purchase Right (a “MEC Purchase”) to redeem, repurchase or otherwise retire all of the FRLP Exchangeable Notes.

D. In the Financing Letter Agreement, Reserves represents and warrants that it has received an irrevocable power of attorney from each of the other members of the Other Investors authorizing Reserves to (i) bind the Other Investors to the Financing Letter Agreement and related agreements and instruments; (ii) to take such other actions for and on behalf of the Other Investors including performing obligations of the Other Investors under the Financing Letter Agreement and related agreements and instruments; (iii) to receive all notices required to be delivered to the Reserves Investor Group thereunder; and (iv) for and on behalf of the Other Investors, to make all decisions and elections and to take all actions or refrain from taking actions as may be required or permitted under the Financing Letter Agreement and related agreements and instruments.

E. On or about the date hereof, Reserves, on behalf of itself and the Other Investors, will enter into or has entered into that certain letter agreement (“Fraudulent Conveyance Letter Agreement”) by and among Reserves, Mr. Robert E. Murray (“Murray”), and Mr. Robert D. Moore (“Moore”), a copy of which is attached hereto as Exhibit B.

F. Pursuant to the Fraudulent Conveyance Letter Agreement, Murray and Moore agreed to waive the right to be paid certain proceeds they may otherwise be entitled to be paid in an insolvency proceeding of MEC.

G. In the Fraudulent Conveyance Letter Agreement, Reserves represents and warrants that it has received an irrevocable power of attorney from each of the Other Investors authorizing Reserves to bind the Other Investors to the Fraudulent Conveyance Letter Agreement.

H. Reserves and the Other Investors desire to enter this Agreement to grant Reserves the irrevocable power of attorney described in the Financing Letter Agreement and the Fraudulent Conveyance Letter Agreement (the “Reserves Power of Attorney”) and to provide for certain rights and obligations of Reserves and the Other Investors in connection with the delivery of notice, the making of elections, and the exercise of the rights of the Reserves Investor Group pursuant to the Financing Letter Agreement and the Fraudulent Conveyance Letter Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy thereof is acknowledged, the Reserves Investor Group, intending to be legally bound, agrees as follows:

1. Definitions. Capitalized words used but not defined herein shall have the meanings assigned to such words in the Financing Letter Agreement or the Fraudulent Conveyance Letter Agreement, as the case may be. The term “business day” shall have the meaning assigned to such term in the Financing Letter Agreement.

2. Recitals. The recitals are an integral part of this Agreement and are incorporated herein by reference.

Exhibit 99.3-1

3. Power of Attorney. Each of the Other Investors has granted Reserves the Reserves Power of Attorney by executing and delivering to Reserves a duly notarized Irrevocable Power of Attorney, copies of which are attached hereto as Exhibit C. Notwithstanding the grant of the Reserves Power of Attorney, Reserves shall be bound by and must perform all of its obligations under this Agreement and may not exercise any rights granted under the Reserves Power of Attorney in any manner that is inconsistent with this Agreement.

4. Exercise of Rights by Reserves under the Financing Letter Agreement.

(a) Reserves shall exercise all rights under the Financing Letter Agreement that may be exercised on behalf of the Reserves Investor Group in accordance with this Agreement.

(b) Whenever Reserves receives a delivery of notice under the Financing Letter Agreement (“Notice”), Reserves shall exercise commercially reasonable efforts to deliver to a copy of such Notice and copies of any materials accompanying such Notice to each of the Other Investors, as provided below:

(i)

If Notice is delivered to Reserves under clause (ii) of the first paragraph of Section 3 of the Financing Letter Agreement, Reserves shall deliver a copy of such Notice and copies of any materials accompanying such Notice to each of the Other Investors no later than two (2) business days after Reserves’ receipt thereof;

(ii)

If Notice is delivered to Reserves under Section 4 of the Financing Letter Agreement, Reserves shall deliver a copy of such Notice and copies of any materials accompanying such Notice to each of the Other Investors no later than one (1) business day after Reserves’ receipt thereof; and

(iii)

If any Notice is delivered to Reserves other than a Notice described in (a) and (b) (including, but not limited to, a Notice delivered under clause (i) of the first paragraph of Section 3 of the Financing Letter Agreement), Reserves shall deliver a copy of such Notice and copies of any materials accompanying such Notice to each of the Other Investors as soon as reasonably practical.

(c) In the event of a Refinancing pursuant to Section 3 of the Financing Letter Agreement, each of the Other Investors shall have the right to elect (a “Refinancing Election”) whether to (i) receive payment in full for the FRLP Exchangeable Notes held by such Other Investor pursuant to clause (i) of the second paragraph of Section 3 of the Financing Letter Agreement; (ii) exchange the FRLP Exchangeable Notes held by such Other Investor for securities or other instruments to be issued in the Refinancing pursuant to clause (ii) of the second paragraph of Section 3 of the Financing Letter Agreement; or (iii) take any combination of (i) or (ii) pursuant to clause (iii) of the second paragraph of Section 3 of the Financing Letter Agreement, by delivering written notice of such Refinancing Election to Reserves no later than three (3) business days after delivery of the Notice required under Section 4(b)(i) hereof. If the Other Investor delivers a timely Refinancing Election, Reserves shall cause the Refinancing Election made by such Other Investor to be included in the written notice to FELP and MEC delivered in accordance with Section 3 of the Financing Letter Agreement. A Refinancing Notice delivered to Reserves pursuant to this Section shall be binding and irrevocable, subject to Section 4(d) below. If, however, an Other Investor fails to deliver a timely Refinancing Election in accordance with this Section, the Other Investor shall be deemed to have elected to receive payment in full for the FRLP Exchangeable Notes held by such Other Investor pursuant to clause (i) of the second paragraph of Section 3 of the Financing Letter Agreement and Reserves shall cause such election to be included in the written notice to FELP and MEC delivered in accordance with Section 3 of the Financing Letter Agreement.

(d) In the event of a change in terms pursuant to Section 4 of the Financing Letter Agreement, each of the Other Investors shall have the right to change any prior Financing Election (an “Election Change”) by delivering an irrevocable written notice thereof to Reserves no later than one (1) business day after delivery of the Notice required under Section 4(b)(ii) hereof. If an Other Investor fails to deliver a timely Election Change in accordance with this Section, such Other Investor shall be deemed to have elected not to make an Election Change. If, however, the Other Investor delivers a timely Election Change, Reserves shall cause the Election Change made by such Other Investor to be included in a written notice to FELP and MEC delivered in accordance with Section 4 of the Financing Letter Agreement.

(e) If the Reserves Investor Group, in accordance with Sections 4(c) and 4(d) hereof, elects to exchange all of the FRLP Exchangeable Notes in connection with a Refinancing and, after exchanging such notes, the Reserves Investor Group shall have the right, pursuant to the second paragraph of Section 3 of the Financing Letter Agreement, to purchase additional securities or other instruments issued in the Refinancing such that the Reserves Investor Group would hold up to 60% of such new securities or instruments, Reserves shall make an offer (a “Funding Offer”) to each of the Other Investors to fund up to his or its pro rata share of the purchase price of such additional securities or instruments (“Pro Rata Share”), which shall be calculated by multiplying (x) the aggregate purchase price of such additional securities or instruments by (y) the quotient of the aggregate principal amount of FRLP Exchangeable Notes held by such Other Investor divided by (z) the aggregate principal amount of FRLP Exchangeable Notes held by the Reserves Investor Group. A Funding Offer shall be made in writing and shall be delivered to each of the Other Investors in accordance with this Agreement. Upon receipt of a Funding Offer, each of the

Exhibit 99.3-2

Other Investors shall the right to elect (a “Funding Election”) whether to fund all or part of his or its Pro Rata Share, by delivering written notice thereof to Reserves no later than forty-eight (48) hours after delivery of the Funding Offer. A Funding Election delivered in accordance with this Section shall be binding and irrevocable. If an Other Investor elects to fund less than his or its Pro Rata Share, the Funding Election must indicate the lesser amount he or it elects to fund. If an Other Investor fails to deliver a timely Funding Election in accordance with this Section, he or it shall be deemed to have declined to fund any portion of his or its Pro Rata Share. If, however, an Other Investor delivers a timely Funding Election in accordance with this Section, Reserves shall cause the Funding Election made by the Other Investor to be included in a written notice delivered to MEC or FELP in accordance with Section 3 of the Financing Letter Agreement. If less than all of the Other Investors elect to fund all of their Pro Rata Share, Reserves shall have the right to fund any difference up to the full amount of the purchase price of any securities or instruments issued under the second paragraph of Section 3 of the Financing Letter Agreement.

(f) Subject to Section 4(g) below, in the event of a MEC Purchase of all or part of the FRLP Exchangeable Notes, each of the Other Investors shall have the right, pursuant to Section 5 of the Financing Letter Agreement, to elect to exclude (a “MEC Purchase Exclusion”) all or part of his or its FRLP Exchangeable Notes from the MEC Purchase by delivering written notice of such MEC Purchase Exclusion to Reserves as soon as reasonably practicable but in any event no later than twenty-four (24) hours after delivery of the Notice required under Section 4(b)(iii) hereof. A MEC Purchase Exclusion delivered in accordance with this Section shall be binding and irrevocable. If an Other Investor fails to deliver a timely MEC Purchase Exclusion in accordance with this Section, such Other Investor shall be deemed to have elected to have such portion of his or its FRLP Exchangeable Notes subject to the Purchase Right purchased by MEC. If, however, the Other Investor delivers a timely MEC Purchase Exclusion, Reserves shall cause the MEC Purchase Exclusion made by such Other Investor to be included in a written (or oral) notice to MEC stating the election of the Reserves Investor Group pursuant to Section 5 of the Financing Letter Agreement.

(g) Notwithstanding anything in this Agreement to the contrary, in the event of a MEC Purchase or a Refinancing in which MEC or any affiliate of MEC (or any group of persons that includes MEC or any affiliate of MEC) is entitled to receive common units of FELP in connection therewith, Reserves shall have the right, in its sole discretion, to cause the Reserves Investor Group to elect not to exercise its right to have its FRLP Exchangeable Notes convert or exchange into common units of FELP pursuant to the Financing Letter Agreement, and any such election by Reserves shall be binding upon the Other Investors.

5. Miscellaneous.

(a) It is understood and agreed that this Agreement shall not constitute or give rise to, and the Reserves Power of Attorney shall not grant any authority to Reserves to bind any Other Investor to, any obligation to provide any financing or otherwise engage in a capital markets or other transaction, except as otherwise set forth herein to the extent an Other Investor has delivered a Funding Election.

(b) Except for the specific actions and obligations set forth herein, Reserves shall not have authority under this Agreement or the Reserves Power of Attorney to bind any of the Other Investors to any contract or agreement absent the consent of such Other Investor.

(c) Any failure on the part of Reserves to perform any of its obligations under this Agreement shall not be deemed a breach of this Agreement and no Other Investor shall be entitled to any remedy therefor unless such Other Investor is materially prejudiced thereby.

(d) This Agreement may not be amended nor any provision hereof waived or modified except by an instrument in writing signed by each member of the Reserves Investor Group. Notwithstanding the foregoing sentence, any Other Investor may agree to waive or amend any provision of this Agreement as to himself or itself without the consent of any other Other Investors: provided, that such waiver or amendment is not adverse to any Other Investor other than himself or itself. No course of dealing between the parties hereto shall be deemed to modify, amend or discharge any provision or term of this Agreement.

(e) Because of the unique business relationships by and among the Reserves Investor Group, the familiarity of each of the parties to this Agreement with one another, and the intertwined interests and benefits of the parties in other agreements that exist among them and their affiliates, each of the Reserves Investor Group intend to and hereby agree that each party’s interests under this Agreement are not and may not be assigned to another person, in whole or in part, directly or indirectly, by operation of law or otherwise, without the express written consent of all the other parties hereto, which consent may be withheld for any reason or no reason. This non-assignment provision is an integral part of this Agreement without which the parties would not be willing to enter into this Agreement.

(f) This Agreement and the other written agreements entered into by certain of the parties in connection with the subject matter hereof (the “Other Agreements”) supersede and integrate all previous negotiations, contracts, agreements and

Exhibit 99.3-3

understandings (whether written or oral) between the parties hereto relating to the subject matter hereof, and this Agreement and the Other Agreements contain the entire final agreement of the parties hereto relating to the subject matter hereof.

(g) All notices and other communications to be given to a party hereto shall be in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email (read receipt requested), to the address for such party set forth on such party’s signature page hereto or such other address as such party shall specify from time to time in a notice to the other party. Any of the foregoing communications shall be effective when delivered.

(h) Each provision of this Agreement shall be valid, binding and enforceable to the fullest extent permitted by requirements of law. In case any provision in this Agreement shall be invalid, illegal or unenforceable in any jurisdiction (either in its entirety or as applied to any party, fact, circumstance, action or inaction), the validity, legality and enforceability of the remaining provisions, or of such provision in any other jurisdiction or as applied to any party, fact, circumstance, action or inaction, shall not in any way be affected or impaired thereby and the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties hereto.

(i) This Agreement and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the persons party hereto, and/or the interpretation and enforcement of the rights and duties of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York without regard the choice of law rules thereof that would apply the laws of another jurisdiction.

(j) This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of which taken together shall constitute one and the same document. Delivery of an executed counterpart of this Agreement by facsimile, telecopy or other secure electronic format (including .pdf) shall be effective as delivery of a manually executed counterpart thereof.

[Signature page follows]

Exhibit 99.3-4

Each of the undersigned has executed this Power of Attorney Agreement as of the date first set forth above.

Foresight Reserves, LP ______________________________ Name: Paul Vining Title: President Email: pvining@clineres.com Address: 3801 PGA Blvd. Suite 903 Palm Beach Gardens, FL 33410	Forest Glen Investments LLC ______________________________ Name: Brian Glasser Title: Manager Email: bglasser@baileyglasser.com Address: 209 Capitol Street Charleston, WV 25301
The Kameron N. Cline 2004 Irrevocable Trust ______________________________ Name: Donald R. Holcomb Title: Trustee Email: donnie@clineres.com Address: 430 Harper Park Drive Suite A Beckley, WV 25801	Munsen LLC ______________________________ Name: John Dickinson Title: Manager Email: john@clineres.com Address: 430 Harper Park Drive Suite A Beckley, WV 25801
Filbert Holding LLC ______________________________ Name: A. Rimbach Title: Manager Email: lesnessman@gmail.com Address: 105 Schooner Lane Jupiter, FL 33477-4044	The Candice Cline 2004 Irrevocable Trust ______________________________ Name: Donald R. Holcomb Title: Trustee Email: donnie@clineres.com Address: 430 Harper Park Drive Suite A Beckley, WV 25801
The Alex T. Cline 2004 Irrevocable Trust ______________________________ Name: Donald R. Holcomb Title: Trustee Email: donnie@clineres.com Address: 430 Harper Park Drive Suite A Beckley, WV 25801	The Christopher L. Cline 2004 Irrevocable Trust ______________________________ Name: Donald R. Holcomb Title: Trustee Email: donnie@clineres.com Address: 430 Harper Park Drive Suite A Beckley, WV 25801
Christopher Cline ______________________________ Email: Address: 3801 PGA Blvd. Suite 903 Palm Beach Gardens, FL 33410	Michael J. Beyer ______________________________ Email: beyermichaelj@gmail.com Address: 768 Harbour Isle Court North Palm Beach, FL 33410

Exhibit 99.3-5