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'HEWRUV &KDSWHU &DVH 1R -RLQWO\ $GPLQLVWHUHG SCHEDULE OF ASSETS AND LIABILITIES FOR HILLSBORO ENERGY LLC (CASE NO. 20-41328) 7KH 'HEWRUV LQ WKHVH FDVHV DUH HDFK LQFRUSRUDWHG RU RUJDQL]HG LQ WKH VWDWH RI 'HODZDUH DQG DORQJ ZLWK WKH ODVW IRXU GLJLWV RI HDFK 'HEWRU¶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¶ FRUSRUDWH KHDGTXDUWHUV LV 2QH 0HWURSROLWDQ 6TXDUH 1RUWK %URDGZD\ 6XLWH 6W /RXLV 0LVVRXUL Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 2 of 117 Main Document UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In re: FORESIGHT ENERGY LP, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 20-41308-659 (Jointly Administered) GLOBAL NOTES, METHODOLOGY, AND SPECIFIC DISCLOSURE REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS INTRODUCTION Foresight Energy LP (“Foresight”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), with the assistance of their advisors, have filed their respective Schedules of Assets and Liabilities (the “Schedules”) and Statements of Financial Affairs (the “Statements,” and together with the Schedules the “Schedules and Statements”) with the United States Bankruptcy Court for the District of Eastern Missouri (the “Bankruptcy Court”), pursuant to section 521 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). These Global Notes, Methodology, and Specific Disclosures Regarding the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of all of the Debtors’ Schedules and Statements. The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statements. The Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), nor are they intended to be fully reconciled with the financial statements of each Debtor. Additionally, the Schedules and Statements contain unaudited information that is subject to further review, potential adjustment, and reflect the Debtors’ commercially reasonable efforts to report the assets and liabilities of each Debtor on an unconsolidated basis. The Debtors and their agents, attorneys, and financial advisors do not guarantee or warrant the accuracy or completeness of the data that is provided herein and shall not be liable for any loss or injury arising out of or caused in whole or in part by the acts, errors, or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information contained herein. While commercially reasonable efforts have been made to provide accurate and complete information herein, inadvertent errors or omissions may exist. The Debtors and their agents, attorneys, and financial advisors expressly do not undertake any obligation to update, modify, revise, or re-categorize the information provided 1 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 3 of 117 Main Document herein, or to notify any third party should the information be updated, modified, revised, or recategorized. In no event shall the Debtors or their agents, attorneys, and financial advisors be liable to any third party for any direct, indirect, incidental, consequential, or special damages (including, but not limited to, damages arising from the disallowance of a potential claim against the Debtors or damages to business reputation, lost business or lost profits), whether foreseeable or not and however caused, even if the Debtors or their agents, attorneys, and financial advisors are advised of the possibility of such damages. Mr. Robert D. Moore, the Debtors’ President and Chief Executive Officer, has signed each of the Schedules and Statements. Mr. Moore is an authorized signatory for each of the Debtors. In reviewing and signing the Schedules and Statements, Mr. Moore necessarily has relied upon the efforts, statements, and representations of various personnel employed by the Debtors and their advisors. Mr. Moore has not (and could not have) personally verified the accuracy of each statement and representation contained in the Schedules and Statements, including statements and representations concerning amounts owed to creditors, classification of such amounts, and creditor addresses. GLOBAL NOTES AND OVERVIEW OF METHODOLOGY 1. Reservation of Rights. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statements; however, inadvertent errors or omissions may exist. The Debtors reserve all rights to (i) amend or supplement the Schedules and Statements from time to time, in all respects, as may be necessary or appropriate, including, without limitation, the right to amend the Schedules and Statements with respect to any and all claim descriptions, designations, or Debtor(s) against which the is asserted; (ii) dispute or otherwise assert offsets or defenses to any claim reflected in the Schedules and Statements as to amount, liability, priority, status, or classification; (iii) subsequently designate any claim as “disputed,” “contingent,” or “unliquidated;” or object to the extent, validity, enforceability, priority or avoidability of any claim. Any failure to designate a claim in the Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtors that such claim or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a claim does not constitute an admission of liability by the Debtor against which the claim is listed or against any of the Debtors. Furthermore, nothing contained in the Schedules and Statements shall constitute a waiver of rights with respect to the Debtors’ chapter 11 cases, including, without limitation, issues involving claims, substantive consolidation, defenses, equitable subordination, and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation or rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph. Notwithstanding the foregoing, the Debtors shall not be required to update the Schedules and Statements. Nothing in the Schedules or Statements is intended to, shall be construed as, or shall have the effect of, modifying, changing, or otherwise affecting the Final Order Authorizing the Debtors to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying the 2 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 4 of 117 Main Document Automatic Stay; and (IV) Scheduling Final Hearing; and (VI) Granting Related Relief [Docket No. pending] (the “Final DIP Order”) or any amendments, modifications, or other orders related to the same. 2. Description of Cases and “As Of” Information Date. On March 10, 2020 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. On March 11, 2020, the Bankruptcy Court entered the Order Authorizing Joint Administration of Chapter 11 Cases [Docket No. 86]. Notwithstanding the joint administration of the Debtors’ cases for procedural purposes, each Debtor has filed its own Schedules and Statements. The asset information provided herein represents the asset data of the Debtors as of the close of business on January 31, 2020, except as otherwise noted. The liability information provided herein represents the liability data of the Debtors as of the Petition Date, except as otherwise noted. 3. Net Book Value of Assets. Unless otherwise indicated, the Debtors’ Schedules and Statements reflect net book values as of the Petition Date. The book values of certain assets may materially differ from their fair market values. For the avoidance of doubt, nothing contained in the Schedules and Statements is indicative of the Debtors’ enterprise value or to determine what a third party might be willing to pay in connection with any asset disposition. For financial reporting purposes, Foresight prepares consolidated financial statements. These consolidated financial statements are filed with the Securities and Exchange Commission (the “SEC”) and are audited annually. Unlike the consolidated financial statements, these Schedules and Statements, except as indicated herein, reflect the assets and liabilities of each Debtor, including intercompany accounts which would be eliminated in Foresight’s consolidated financial statements. Accordingly, combining the assets and claims set forth in the Schedules and Statements of the Debtors would result in amounts that would be substantially different from financial information for Foresight and its respective consolidated subsidiaries that would be prepared under GAAP. Therefore, these Schedules and Statements do not purport to represent financial statements prepared in accordance with GAAP, nor are they intended to reconcile to the financial statements filed by Foresight Peak with the SEC. Book values of assets prepared in accordance with GAAP generally do not reflect the current performance of the assets and may differ materially from the actual value and/or performance of the underlying assets. Additionally, because the book values of assets may materially differ from their fair market values, some assets are listed as undetermined amounts as of January 31, 2020. Furthermore, assets that have been fully depreciated or 3 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 5 of 117 Main Document fully amortized, or were expensed for GAAP accounting purposes, have no net book value and are, therefore, not included in the Schedules and Statements 4. Estimates and Assumptions. The preparation of the Schedules and Statements required the Debtors to make certain estimates and assumptions that affected the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ materially from these estimates. 5. Recharacterization. Notwithstanding the Debtors’ reasonable efforts to properly characterize, classify, categorize, or designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors may nevertheless have improperly characterized, classified, categorized, designated, or omitted certain items due to the complexity and size of the Debtors’ businesses. Accordingly, the Debtors reserve their rights to recharacterize, reclassify, recategorize, redesignate, add, or delete items reported in the Schedules and Statements at a later time as is necessary or appropriate 6. Liabilities. The Debtors have sought to allocate liabilities between the prepetition and postpetition periods based on the information and research conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available the allocation of liabilities between the prepetition and postpetition periods may change. Accordingly, the Debtors reserve all of their rights to amend, supplement, or otherwise modify the Schedules and Statements as is necessary or appropriate. The liabilities listed on the Schedules do not reflect a complete analysis of claims under section 503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute or challenge the validity of any asserted claims under section 503(b)(9) of the Bankruptcy Code or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s claim. 7. Excluded Assets and Liabilities. The Debtors have excluded certain categories of assets and liabilities from the Schedules and Statements, including, without limitation, goodwill, accrued salaries, employee benefit accruals, tax accruals, asset retirement obligations, and assets with a net book value of zero. For confidentiality reasons, the Debtors have not listed individual customer accounts receivable information. Total accounts receivable information for each Debtor has been listed as of January 31, 2020. In addition, certain immaterial assets and liabilities may have been excluded. 8. Insiders. Persons listed as “insiders” have been included for informational purposes only and including them in the Schedules and Statements shall not constitute an admission by the Debtors that those persons are insiders for purposes of section 101(31) of the Bankruptcy Code. Moreover, the Debtors do not take any position with respect to: (a) any insider’s influence over the control of the Debtors; (b) the management responsibilities or functions of any such insider; (c) the decision making or corporate authority of any such insider; or (d) whether the Debtors or any such insider could successfully argue that he or 4 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 6 of 117 Main Document she is not an “insider” under applicable law or with respect to any theories of liability or for any other purpose. 9. Intellectual Property Rights. Exclusion of certain intellectual property shall not be construed as an admission that such intellectual property rights have been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. 10. Umbrella Agreements. Certain contracts and leases listed in the Schedules and Statements may be umbrella or master agreements that cover relationships with some or all of the Debtors. Where relevant, such agreements have been listed in the Schedules and Statements of the Debtor entity that signed the original umbrella or master agreement. Other Debtors, however, may be liable together with such Debtor on account of such agreements and the Debtors reserve all rights to amend the Schedules and Statements to reflect changes regarding the liability of the Debtors with respect to such agreements, if appropriate. 11. Guarantees. The Debtors have made reasonable efforts to locate and identify guarantees and other secondary liability claims (collectively, the “Guarantees”) in each of the executory contracts, unexpired leases, secured financings, debt instruments and other such agreements to which any Debtor is a party. Where Guarantees have been identified, they have been included in the relevant Schedule for the Debtor or Debtors affected by such Guarantees. The Debtors have placed the Guarantees on Schedule H for both the primary obligor and the guarantor of the relevant obligation. It is possible that certain Guarantees embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments and other such agreements may have been inadvertently omitted. The Debtors reserve their rights to amend the Schedules to the extent additional Guarantees are identified or such Guarantees are discovered to have expired or be unenforceable. Additionally, failure to list any Guarantees in the Schedules and Statements, including in any future amendments to the Schedules and Statements, shall not affect the enforceability of any Guarantees not listed. 12. Duplication. Certain of the Debtors’ assets, liabilities, and prepetition payments may properly be disclosed in multiple parts of the Statements and Schedules. To the extent these disclosures would be duplicative, the Debtors have determined to only list such assets, liabilities, and prepetition payments once. 13. Claims Description. Schedules D and E/F permit each of the Debtors to designate a claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by that Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such claim is not subject to objection. The Debtors reserve all of their rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including liability or 5 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 7 of 117 Main Document classification. Additionally, the Debtors expressly reserve all of their rights to subsequently designate such claims as “disputed,” “contingent” or “unliquidated.” 14. Causes of Action. Despite their commercially reasonable efforts to identify all known assets, the Debtors may not have listed all of their causes of action or potential causes of action against third-parties as assets in the Schedules and Statements, including, without limitation, causes of actions arising under chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. The Debtors reserve all of their rights with respect to any cause of action (including avoidance actions), controversy, right of setoff, cross claim, counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) they may have, and neither these Global Notes nor the Schedules and Statements shall be deemed a waiver of any claims or Causes of Action or in any way prejudice or impair the assertion of such claims or Causes of Action. 15. Summary of Significant Reporting Policies. The following is a summary of significant reporting policies: x Undetermined Amounts. The description of an amount as “unknown,” “TBD” or “undetermined” is not intended to reflect upon the materiality of such amount. x Totals. All totals that are included in the Schedules and Statements represent totals of all known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total. x Paid Claims. The Debtors were authorized to pay certain outstanding prepetition claims pursuant to various orders entered by the Bankruptcy Court. To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all of their rights to amend or supplement the Schedules and Statements or take other action as is necessary or appropriate to avoid over-payment of or duplicate payments for any such liabilities. x Liens. Property and equipment listed in the Schedules and Statements are presented without consideration of any liens that may attach (or have attached) to such property and equipment. 16. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars. 17. Intercompany Payables and Receivables. The Debtors routinely engage in intercompany transactions with other Debtor and affiliates. Intercompany receivable 6 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 8 of 117 Main Document account balances are shown in Schedule A/B and intercompany liabilities are shown in Schedule E/F. x As described more fully in the Motion Re: Entry of Interim and Final Orders (A) Authorizing Continued Use of the Debtors' Existing Cash Management System; (B) Authorizing Use of Existing Bank Accounts and Business Forms; (C) Granting a Limited Waiver of Requirements of Section 345(b) of the Bankruptcy Code; (D) Authorizing Continuation of Ordinary Course Intercompany Transactions; (E) Granting Administrative Expense Priority Status to Postpetition Intercompany Claims; and (F) Granting Related Relief [Docket No. 4] (the “Cash Management Motion”), the Debtors use a centralized cash management system to streamline collection, transfer, and disbursement of funds generated by the Debtors’ business operations. Certain receivables are collected by Debtor subsidiaries of Foresight and sent to a concentration account held by Debtor Foresight Energy, LLC. The concentration funds certain other Debtor bank accounts where Payables are paid on behalf of the Debtors in the ordinary course of business. The Debtors record in their books and records any receipts and/or disbursements made on behalf of Debtors as intercompany balances. The listing by the Debtors of any account between a Debtor and another Debtor is a statement of what appears in a particular Debtor’s books and records and does not reflect any admission or conclusion of the Debtors regarding the allowance, classification, characterization, validity, or priority of such account. The Debtors reserve all rights to recharacterize, reprioritize, reclassify, recategorize or redesignate intercompany accounts reported in the Schedules and Statements. 18. Inventories, Property and Equipment. Inventories consist of materials and supplies and coal inventory. These inventories are valued at the lower of cost or market. Coal inventory costs include labor, supplies, equipment depreciation, depletion of mineral reserves, operating overhead and transportation costs incurred prior to the transfer of title to customers. Property, plant, equipment and mine development are recorded at cost or at fair value at the date of acquisition in the case of acquired businesses. Property, plant, and equipment are aggregated in the Debtors’ books and records and cannot be segregated easily into the categories required by the Schedules and Statements. All inventories, as well as all property and equipment, are presented without consideration of any statutory or consensual liens. 19. Mineral Right, Land and Land Rights. The Debtors control an estimated 2.1 billion tons of proven and probable coal reserves located in the Illinois Basin. The aggregate book value of owned and leased coal reserves is $1.3 billion as of January 31, 2020. The Debtors have not analyzed the current market value of their owned or leased coal reserves. Except where otherwise noted, the Debtors have reported the book value of all owned pieces of real property, including leased coal reserves, in Schedule A/B. Certain unexpired coal reserve leases of the Debtors as of the Petition Date that may constitute executory contracts or unexpired leases within the meaning of section 365 of the Bankruptcy Code are also included in Schedule G, and to the extent that there was an amount outstanding under a coal reserve lease, such as royalties payable, as of the Petition Date, the amount owed to the lessor of the coal reserves has been listed on Schedule E/F. 7 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 9 of 117 Main Document 20. Other Leases. The Debtors lease equipment and facilities under various capital and operating lease agreements. These equipment and facilities leases are reported on Schedule G of each applicable Debtor, and to the extent that there was an amount outstanding under any of these leases as of the Petition Date, the amount owed to the applicable lessor has been listed on Schedule E/F of each applicable Debtor. 21. Effect of “First Day” Orders. The Bankruptcy Court has authorized the Debtors to pay various outstanding prepetition claims including certain payments to employees, critical vendors, lien holders and taxing authorities. Where the Schedules and Statements list creditors and set forth the Debtors’ scheduled amount of such claims, such scheduled amounts reflect amounts owed as of the Petition Date, adjusted for any postpetition payments made as of March 29, 2020 on account of such claims pursuant to the authority granted to the Debtors by the Bankruptcy Court. To the extent any further adjustments are necessary for any additional postpetition payments made after March 29, 2020 on account of such claims pursuant to the authority granted to the Debtors by the Bankruptcy Court, such adjustments have not been included in the Schedules and Statements unless otherwise noted on the applicable Schedule or Statement. Estimates of claims set forth in the Schedules and Statements may not reflect assertions by the Debtors’ creditors of a right to have such claims paid or reclassified under the Bankruptcy Code or orders of the Bankruptcy Court. 22. Setoffs. The Debtors periodically incur certain setoffs in the ordinary course of business. Setoffs in the ordinary course can result from various items including, but not limited to, pricing discrepancies, returns, warranties, refunds, negotiations and/or disputes between Debtors and their customers regarding regulatory or governmental impositions costs incurred by Debtors, and other disputes between the Debtors and their customers and/or suppliers. These normal setoffs are consistent with the ordinary course of business in the Debtors’ industry and can be particularly voluminous, making it unduly burdensome and costly for the Debtors to list such ordinary course setoffs. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, these ordinary course setoffs are not independently accounted for, and as such, are or may be excluded from the Debtors’ Schedules and Statements. 23. Confidentiality. There are instances within the Schedules and Statements where names, addresses or amounts have been left blank. Due to the nature of an agreement between the Debtors and a third party, concerns of confidentiality, or concerns for the privacy of an individual, the Debtors may have deemed it appropriate and necessary to avoid listing such names, addresses, and amounts. 24. Global Notes Control. In the event that the Schedules and Statements differ from these Global Notes, the Global Notes shall control. SPECIFIC DISCLOSURES WITH RESPECT TO THE DEBTORS’ SCHEDULES Schedules Summary. Except as otherwise noted, the asset information provided herein represents the asset data of the Debtors as of January 31, 2020, and liability information provided herein represents the liability data of the Debtors as of the Petition Date. 8 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 10 of 117 Main Document For financial reporting purposes, the Debtors ordinarily prepare consolidated financial statements. Unlike the consolidated financial statements, the Schedules reflect the assets and liabilities of each Debtor on a nonconsolidated basis, except where otherwise indicated. Accordingly, the totals listed in the Schedules will likely differ, at times materially, from the consolidated financial reports prepared by the Debtors for financial reporting purposes or otherwise. The Schedules do not purport to represent financial statements prepared in accordance with GAAP, nor are they intended to be fully reconciled with the financial statements of each Debtor. Additionally, the Schedules contain unaudited information that is subject to further review and potential adjustment and reflect the Debtors’ reasonable best efforts to report the assets and liabilities of each Debtor on an unconsolidated basis. Moreover, given, among other things, the uncertainty surrounding the collection and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as of the Petition Date or at any time before the Petition Date. Likewise, to the extent a Debtor shows more liabilities than assets, this is not an admission that the Debtor was insolvent as of the Petition Date or at any time before the Petition Date. As part of their financial statement due diligence process, the Debtors, from time to time, analyze the book values of their assets to determine, with respect to any of their assets, whether all or part of an asset value would be impaired in accordance with GAAP. The Debtors have recently experienced significant write-offs of book values of certain assets, sometimes reducing book values of such assets to zero, due to the declining coal market in which the Debtors operate. Where book values of assets have been reduced to zero, such assets have not been included in the Schedules. Schedule A/B, Parts 1 and 2 – Cash and Cash Equivalents; Deposits and Prepayments. Details with respect to the Debtors’ cash management system and bank accounts are provided in the Debtors’ Cash Management Motion and the final order of the Bankruptcy Court granting the Cash Management Motion [Docket No. 4]. Schedule A/B, Part 9 – Real Property. For those Debtors that own real property, such owned real estate is reported, except where otherwise noted, at book value. The Debtors may have listed certain assets as real property when such assets are in fact personal property, or the Debtors may have listed certain assets as personal property when such assets are in fact real property. Buildings and land improvements are listed on Schedule A/B, Part 9, independent of whether the real property to which the building or land improvement is connected is Debtor-owned property. The Debtors reserve all of their rights to recategorize and/or recharacterize such assets holdings to the extent the Debtors determine that such holdings were improperly listed. Schedule A/B, Part 11 – All Other Assets. Dollar amounts are presented net of impairments and other adjustments. In the ordinary course of their businesses, the Debtors may have accrued, or may subsequently accrue, certain rights to counter-claims, cross-claims, setoffs, credits, rebates, or refunds with their customers and suppliers, or potential warranty claims against their suppliers. Additionally, certain of the Debtors may be party to pending litigation in which such Debtor has asserted, or may assert, 9 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 11 of 117 Main Document claims as a plaintiff or counter-claims and/or cross-claims as defendant. Because such claims are unknown to the Debtors and not quantifiable as of the Petition Date, they are not listed on Schedule A/B, Part 11. Schedule D – Creditors Who Have Claims Secured by Property. Except as otherwise agreed pursuant to a stipulation, agreed order, or general order entered by the Bankruptcy Court, the Debtors reserve their right to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on Schedule D of any Debtor. Moreover, although the Debtors may have scheduled claims of various creditors as secured claims, the Debtors reserve their right to dispute or challenge the secured nature of any such creditor’s claim or the characterization of the structure of any such transaction or any document or instrument (including any intercompany agreement) related to such creditor’s claim. In certain circumstances, a Debtor may be a co-obligor or guarantor with respect to the scheduled claims of other Debtors, and no claim set forth on Schedule D of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other entities. The descriptions provided on Schedule D are intended only as a summary. Reference to the applicable loan agreements and related documents is necessary for a complete description of the collateral and the nature, extent and priority of any liens. Nothing in Schedule D and/or the Global Notes shall be deemed a modification or interpretation of the terms of such agreements. Except as specifically stated herein, utility companies and other parties that may hold security deposits have not been listed on Schedule D. The Debtors reserve all of their rights, claims and causes of action with respect to claims associated with any contracts and agreements listed on Schedule D or Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument (including any intercompany agreement) related to a creditor’s claim. Nothing herein shall be construed as an admission by the Debtors of the legal rights of the claimant or a waiver of the Debtors’ right to recharacterize or reclassify such claim or contract. The Debtors have not included on Schedule D parties that may believe such claims are secured through setoff rights or inchoate statutory lien rights. Although there are multiple parties that hold a portion of the debt included in the secured facilities, only the administrative agents have been listed for purposes of Schedule D. As of the Petition Date, Debtor Foresight Energy LLC was the borrower, and certain of the other Debtors were the guarantors, for a first lien secured revolving credit and a first lien secured term loan (shown on Schedule D). Debtors Foresight Energy LLC and Foresight Energy Finance Corporation were co-issuers for the second lien bond indentures (shown on Schedule F). In total, first and second lien facilities, totaled approximately $1.4 billion outstanding as of the Petition Date. Foresight has requested postpetition financing pursuant to the Cash Collateral Motion (I) Authorizing the Debtors to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying the 10 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 12 of 117 Main Document Automatic Stay; and (IV) Scheduling Final Hearing; and (VI) Granting Related Relief [Docket No. 29] (Interim and Final Orders are pending) consisting of a loan facility in the aggregate principal amount of approximately $175 million, including the prepetition $75 million in loan rollup of the first lien revolving credit facility (the “DIP Facility”). All of the other Debtors guarantee Foresight’s obligations under the DIP Facility. The claim amount listed for both secured and unsecured notes in Schedule D, and in Schedule E/F, includes principal and interest as of the Petition Date. Schedule E/F, Part 1 – Creditors With Priority Unsecured Claims. Pursuant to the Final Order (A) Authorizing the Payment of Prepetition Taxes and Fees and (B) Granting Related Relief [Docket No. 246] (the “Final Taxes Order”), the Debtors have been granted the authority to pay certain tax liabilities that accrued prepetition. Accordingly, any priority unsecured claim based upon prepetition tax accruals that have been paid pursuant to the Final Taxes Order are not listed on Schedule E/F. Certain of the tax claims may be subject to on-going audits, and the Debtors are otherwise unable to determine with certainty the amount of many, if not all, of the tax claims listed on Schedule E/F. Therefore, the Debtors have listed all such claims as undetermined in amount, pending final resolution of on-going audits or outstanding issues. The Debtors believe that all of the employee claims entitled to priority under the Bankruptcy Code were or will be paid pursuant to the Interim Order (A) Authorizing the Debtors to Pay Prepetition Wages and Workforce Obligations, (B)Authorizing Debtors to Maintain Workforce Programs and Pay Related Obligations, and (C) Granting Related Relief [Docket No. 88]. Accordingly, no employee-related claims by and against the Debtors for prepetition amounts due have been included in Schedule E/F. The listing of a claim on Schedule E/F, Part 1, does not constitute an admission by the Debtors that such claim or any portion thereof is entitled to priority status. Schedule E/F, Part 2 – Creditors With Non-Priority Unsecured Claims. The Debtors have made reasonable efforts to report all general unsecured claims against the Debtors on Schedule E/F, Part 2 based upon the Debtors’ existing books and records. The claims of individual creditors for among other things, products, goods, or services are listed as either the lower of the amounts invoiced by the creditor or the amounts entered on the Debtors’ books and records, and may not reflect credits or allowances due from such creditors to the Debtors. The Debtors reserve all rights with respect to any such credits and allowances including the right to assert claims objections and/or setoffs. The claims listed on Schedule E/F, Part 2, arose or were incurred on various dates. In certain instances, the date on which a claim arose is an open issue of fact. While commercially reasonable efforts have been made, determining the date upon which each claim in Schedule E/F was incurred or arose would be unduly burdensome and cost prohibitive and, therefore, the Debtors do not list a date for every claim listed on Schedule E/F. Schedule E/F, Part 2, reflects certain prepetition amounts owing to counterparties to executory contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection with the assumption or assumption and assignment of an executory contract or unexpired lease. 11 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 13 of 117 Main Document In addition, Schedule E/F, Part 2, does not include all claims that may arise in connection with the rejection of any executory contracts and unexpired leases that may be or have been rejected. Schedule E/F, Part 2, does not include certain deferred charges, deferred liabilities, accruals or general reserves. Such amounts are general estimates of liabilities and do not represent specific claims as of the Petition Date; however, they are reflected on the Debtors’ books and records as required in accordance with GAAP. Schedule E/F contains information regarding pending litigation involving the Debtors. In certain instances, the Debtor that is subject of the litigation is uncertain or undetermined. Where the named defendant is “Foresight” plus “et al.,” the Debtors have listed such claim on Schedule E/F of Foresight. However, to the extent that litigation involving a particular Debtor has been identified, information regarding that litigation is contained in Schedule E/F for that Debtor. The amounts for these potential claims are listed as “undetermined” and are marked as contingent, unliquidated, and disputed in the Schedules and Statements. Schedule G – Executory Contracts and Unexpired Leases. The businesses of the Debtors are complex. Although the Debtors’ existing books, records, financial systems, and contracts management systems have been relied upon to identify and schedule executory contracts for each of the Debtors and reasonable efforts have been made to ensure the accuracy of Schedule G, inadvertent errors, omissions, or overinclusion may have occurred. The Debtors reserve all of their rights to dispute the validity, status or enforceability of any contracts, agreements, or leases set forth on Schedule G and to amend or supplement such Schedule, as necessary. The contracts, agreements, and leases listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppels, certificates, letters, memoranda and other documents, instruments and agreements that may not be listed on Schedule G, despite the Debtors’ use of reasonable efforts to identify such documents. In some cases, the same supplier or provider appears multiple times on Schedule G. This multiple listing is intended to reflect distinct agreements between the applicable Debtor and such supplier or provider. Certain of the real property leases listed on Schedule G may contain renewal options, guarantees of payments, options to purchase, rights of first refusal, rights to lease additional space and other miscellaneous rights. Such rights, powers, duties and obligations are not separately set forth on Schedule G. Certain of the agreements listed on Schedule G may be in the nature of conditional sales agreements or secured financings. The presence of a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The Debtors have included only contracts and agreements to which a Debtor is a party. Schedule G does not include contracts or agreements in which payments to third parties were made on any of the Debtors’ behalf for administrative convenience or as a result of the Debtors’ cash management system. The Debtors have included certain interests in real property such as easements, rights of way, and other similar interests on Schedule G. The listing of such real property interests on Schedule G as “executory” does not constitute an admission by a Debtor that any such contract is executory. The Debtors reserve all rights to recategorize and/or recharacterize their interests in such real property at a later date, as necessary. Although not required, because leased coal reserves represent such a significant asset of the Debtors, the Debtors have also included the book value of 12 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 14 of 117 Main Document leased coal reserves in Schedule A/B. The Debtors are continuing their review of all relevant documents and expressly reserve their right to amend all Schedules at a later time as necessary and/or to challenge the classification of any agreement as an executory contract or unexpired lease in any appropriate filing. The Debtors further reserve all of their rights, claims, and causes of action with respect to the contracts and agreements listed on Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document, or instrument (including any intercompany agreement) related to a creditor’s claim. In addition, the Debtors may have entered into various other types of agreements in the ordinary course of business, such as, supplemental agreements, amendments/letter agreements, title agreements, and confidentiality agreements. Such documents may not be set forth on Schedule G. Certain of the contracts, agreements and leases listed on Schedule G may have been entered into by more than one of the Debtors. Further, the specific Debtor obligor to certain of the executory contracts could not be specifically ascertained in every circumstance. In such cases, the Debtors made their best efforts to determine the correct Debtors’ Schedule G on which to list such executory contract or unexpired lease. Certain of the executory contracts may not have been memorialized and could be subject to dispute. Each unexpired lease listed in Schedule G may include one or more ancillary documents, including but not limited to any underlying assignment and assumption agreements, amendments, supplements, full and partial assignments, renewals and partial releases. Executory contracts that are oral in nature, if any, have not been included on Schedule G. Schedule G does not constitute an admission that any such contract or agreement is an executory contract or unexpired lease. The Debtors reserve all of their rights, claims and causes of action with respect to the contracts and agreements listed on Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument. Schedule H – Co-Debtors. In the ordinary course of their business, the Debtors may be involved in pending or threatened litigation and claims arising out of certain ordinary business transactions. These matters may involve multiple plaintiffs and defendants, some or all of whom may assert cross claims and counter-claims against other parties. Due to the volume of such claims, and because all such claims are contingent, unliquidated, and disputed, and listed elsewhere in the Schedules and Statements, such claims have not been set forth individually on Schedule H. Schedule H reflects Guarantees, if any, by various Debtors of obligations of related affiliates. The Debtors may not have identified certain Guarantees that are embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments and other such agreements. Certain of the Guarantees reflected on Schedule H, if any, may have expired or no longer be enforceable. Thus, the Debtors reserve their rights to amend Schedule H to the extent that additional Guarantees are identified or such Guarantees are discovered to have expired or are unenforceable, or to contest the validity or enforceability of the Guarantees in another filing. Claims of Third-Party Related Entities. Although the Debtors have made every effort to properly classify each claim listed in the Schedules as being either disputed or undisputed, liquidated or unliquidated, and contingent or noncontingent, the Debtors have not been able to fully reconcile all payments made to certain third parties and their related entities on account of the Debtors’ obligations to both such entity and its affiliates. Therefore, to the extent that the Debtors have classified their estimate of claims of a creditor as disputed, all claims of such 13 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 15 of 117 Main Document creditor’s affiliates listed in the Schedules and Statements shall similarly be considered as disputed, whether or not they are designated as such. SPECIFIC DISCLOSURES WITH RESPECT TO THE DEBTORS’ STATEMENTS Statements Summary. As part of their financial statement due diligence process, the Debtors, from time to time, analyze the book values of their assets to determine, with respect to any of their assets, whether all or part of an asset value would be impaired in accordance with GAAP. The Debtors have recently experienced significant write-offs of book values of certain assets, sometimes reducing book values of such assets to zero, due to the declining coal market in which the Debtors operate. Where book values of assets have been reduced to zero, such assets have not been included in these Statements. Statements, Part 1, Question 1 – Gross Revenue From Business. The amount shown for yearto date 2020 is for the period January 1, 2020 to February 29, 2020. Revenue from business for 2019 and 2018 is for the period of January 1 to December 31 of each year. Statements, Part 1, Question 2 – Non-Business Revenue. The Debtors record a non-material amount of certain transactions as other income in their financial records. Such transactions have been included in the response to Statements, Part 1, Question 2. These transactions are not directly related to the sale of coal at the Debtors’ mines, but are related to transloading fees, lease income from affiliates, and royalty income from affiliates. The amount shown for year-to-date 2020 includes non-business revenue for the period of January 1, 2020 to February 29, 2020. Non-business revenue for 2019 and 2018 is for the period of January 1 to December 31 of each year. Statements, Part 2, Question 3 – Payments and Transfers to Certain Creditors Within 90 Days. The dates set forth in the “Dates” column relate to one of the following: (a) the date of a wire transfer; (b) the date of an “ACH” payment; or (c) the check date. In general, disbursements are made through Foresight bank accounts and recorded to the proper entity with the liability through intercompany journal entries. For the purpose of this schedule, all of these payments are shown at the proper Debtor unless otherwise noted in the response of a particular Debtor’s Statements, Part 2, Question 3. In addition to the payments disclosed in response to this Question, the Debtors periodically replenish “petty cash” working accounts held locally by some entities. Disbursements from these working accounts, held by various Debtors, to third party payees are included in this Question but the intercompany replenishment transactions are not. Payments to the Debtors’ insiders, bankruptcy professionals, and intercompany transactions are not included in this Statements, Part 2, Question 3. Additionally, creditors with aggregate 90-day payments below $6,825 are not included in Part 2, Question 3 (11 U.S.C. § 547(c)(9).). Statements, Part 2, Question 4 – Payments to Insiders. For a discussion of insiders of the Debtors, refer to paragraph 8 of these Global Notes. 14 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 16 of 117 Main Document The Debtors are party to a Management Services Agreement with Murray American Coal, Inc., (“Murray”) under which Murray provides the Debtors with a broad array of management and selling and general administrative services. The Debtors pay a flat quarterly fee in exchange for these services. As a result, the employees who would normally be considered as insiders are employed and paid by Murray. The Debtors have no insider employees. The Debtors did make payments to the members of their Board of Directors during the one-year period which are included in this Statements, Part 2, Question 4. In addition to payments made to the Debtors’ Board of Directors, the Debtors made payments to affiliated companies that have either direct or indirect ownership in certain of the Debtors. These affiliated companies fall into two groups, Murray and Foresight Reserves LP (the “Cline Group”). Payments made to the Murray and to the Cline Group controlled companies during the one-year period are included in this Statements, Part 2, Question 4. The payments to “insiders” listed in Statements, Part 2, Question 4 were made by certain Debtors. These payments were not allocated among the subsidiary Debtors, so the list of total payments to each insider is shown for all Debtors. Statements, Part 2, Question 5 – Repossessions, Foreclosures and Returns. The Debtors routinely return damaged, unsatisfactory or out-of-specification raw materials and other goods to vendors in the ordinary course of business. These ordinary course returns have not been listed in this Statements, Part 2, Question 5. Statements, Part 2, Question 6 – Setoffs. For a discussion of setoffs incurred by the Debtors, refer to paragraph 22 of these Global Notes. Statements, Part 3 – Legal Actions or Assignments. There may be pending litigation matters that are believed to have potential recoveries. The actual amount of these litigation matters is contingent on the outcome of the cases. The Debtors routinely participate in administrative actions and appeals with state agencies regarding permits in the ordinary course of their business and they have identified those administrative actions that were pending within one year of the Petition Date. Statements, Part 5 – Certain Losses. Any claims for losses that do not exceed the various deductible amounts for certain casualty insurance policies maintained by the Debtors have been excluded from Statements, Part 5. Statements Part 6 – Certain Payments or Transfers. The Debtors make de minimis sales to third parties for such items including, but not limited to, scrap steel, obsolete parts and supplies, and surplus inventory and equipment. These de minimis sales are not included in this Statements, Part 6. Statements, Part 10 – Off-Premises Storage. The Debtors routinely store parts and supplies inventory as well as parts that are in the process of being repaired on the premises of third-party vendors. Due to insufficient records some of these parts and supplies may not be included in Statements, Part 10. 15 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 17 of 117 Main Document Statements, Part 11 – Property Held for Another. The Debtors withhold or retain certain funds from employees for payment to certain governmental authorities. These funds are held in trust for turnover to the applicable governmental authority. Given that the Debtors do not retain control of such funds and such funds are not considered property of the Debtors’ estates, amounts of such funds have not been listed under Statements, Part 11. In the ordinary course of business, Foresight enters into consignment agreements (the “Consignment Agreements”) on behalf of certain of the Debtors with some of their vendors. Under the Consignment Agreements, the Debtors take possession but not title to various materials and supplies, including parts and components of various mining and mining-related equipment (the “Consigned Assets”). Title to the Consigned Assets does not transfer to the Debtors, and the Debtors are not obligated to pay for the Consigned Assets until the Consigned Assets are placed in service. Consigned Assets have been listed in Statements, Part 11. Statements, Part 12, Questions 22-24 – Details About Environmental Information. The Debtors historically have operated over a substantial period of time in several locations across Illinois and Ohio. At some locations, the Debtors no longer have any active operations and may no longer have relevant records or the records may no longer be complete or reasonably accessible or reviewable. In some cases, statutory document retention periods have passed. Further, some individuals who once possessed responsive information are no longer employed by the Debtors. For all these reasons, it may not be possible to identify and supply the requested information that is responsive to Statements, Part 12, Questions 22-24. The Debtors have devoted substantial internal and external resources to identifying and providing the requested information that is responsive for as many sites and proceedings as reasonably possible. This response does not include sites or proceedings related to non-environmental laws such as occupational safety and health laws or transportation laws. The Debtors are legally required to make routine reports and submissions to regulatory agencies concerning discharges resulting from normal operations consistent with regulatory requirements, such as discharge monitoring reports, toxic release inventory submissions and submissions concerning air emissions. This response in this Statement is limited to identifying circumstances in which governmental agencies have alleged in writing that particular operations of the Debtors are in violation of environmental laws and proceedings that have resulted from alleged violations of environmental laws. Statements Part 13, Question 26 – Books, Records and Financial Statements. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Foresight and its subsidiaries have filed with the SEC reports on Form 8-K, Form 10-Q, and Form 10-K. These SEC filings contain consolidated financial information. Because the SEC filings are of public record, Foresight does not maintain records of the parties that requested or obtained copies of any of the SEC filings from the SEC or Foresight. In addition, Foresight provides certain parties, such as banks, auditors, potential investors, vendors and financial advisors financial statements that may not be part of a public filing. Foresight does not maintain complete lists to track such disclosures. As such, Foresight has not provided lists of these parties in response to Statements Part 13, Question 26c and Question 26d. 16 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 18 of 117 Main Document Statements Part 13, Question 27 – Inventories. The Debtors’ policy concerning the counts of parts and supplies inventory does not include regular periodic counts of the entire inventory, and the last complete count of the entire inventory occurred in December 2019. Instead, cycle counts of portions of inventory are continuously taken. Thus, information concerning parts and supplies inventory counts are not included in the response to Statements Part 13, Question 27. Statements Part 13, Question 30 – Payments, Distributions or Withdrawals to Insiders. The response to Statements Part 13, Question 30 incorporates by reference items listed in the response to Statements Part 2, Question 4. 17 Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 19 of 117 Main Document Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals Part 1: 1. Summary of Assets Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) 1a. Real property: Copy line 88 from Schedule A/B............................................................................................................................. $ 20,140,956.00 1b. Total personal property: Copy line 91A from Schedule A/B......................................................................................................................... $ 81,397,296.41 1c. Total of all property: Copy line 92 from Schedule A/B........................................................................................................................... $ 101,538,252.41 $ 0.00 3a. Total claim amounts of priority unsecured claims: Copy the total claims from Part 1 from line 5a of Schedule E/F.......................................................................... $ 0.00 3b. Total amount of claims of nonpriority amount of unsecured claims: Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F................................................ +$ 3,827,047.39 Part 2: Summary of Liabilities 2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... 3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) 4. 12/15 Total liabilities ....................................................................................................................................................... Lines 2 + 3a + 3b Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com $ 3,827,047.39 page 1 Best Case Bankruptcy Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 20 of 117 Main Document Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Official Form 206A/B Schedule A/B: Assets - Real and Personal Property Check if this is an amended filing 12/15 Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest. Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write the debtor’s name and case number (if known). Also identify the form and line number to which the additional information applies. If an additional sheet is attached, include the amounts from the attachment in the total for the pertinent part. For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the debtor’s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form. Part 1: Cash and cash equivalents 1. Does the debtor have any cash or cash equivalents? † No. Go to Part 2. „ Yes Fill in the information below. All cash or cash equivalents owned or controlled by the debtor 3. Checking, savings, money market, or financial brokerage accounts (Identify all) Name of institution (bank or brokerage firm) Type of account 3.1. The Huntington National Bank 4. Other cash equivalents (Identify all) 5. Total of Part 1. Operating Account Current value of debtor's interest Last 4 digits of account number 5031 $18,135,749.38 $18,135,749.38 Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80. Part 2: Deposits and Prepayments 6. Does the debtor have any deposits or prepayments? † No. Go to Part 3. „ Yes Fill in the information below. 7. Deposits, including security deposits and utility deposits Description, including name of holder of deposit 8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent Description, including name of holder of prepayment 8.1. Various - Other prepaid expenses $48,344.00 8.2. Reschini Group - Prepaid bonds $65,071.29 Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 1 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 21 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name 9. Total of Part 2. $113,415.29 Add lines 7 through 8. Copy the total to line 81. Part 3: Accounts receivable 10. Does the debtor have any accounts receivable? † No. Go to Part 4. „ Yes Fill in the information below. 11. Accounts receivable 2,615.46 11a. 90 days old or less: face amount 12. 0.00 = .... - $2,615.46 doubtful or uncollectible accounts Total of Part 3. $2,615.46 Current value on lines 11a + 11b = line 12. Copy the total to line 82. Part 4: Investments 13. Does the debtor own any investments? „ No. Go to Part 5. † Yes Fill in the information below. Part 5: Inventory, excluding agriculture assets 18. Does the debtor own any inventory (excluding agriculture assets)? † No. Go to Part 6. „ Yes Fill in the information below. General description Date of the last physical inventory 19. Raw materials 20. Work in progress 21. Finished goods, including goods held for resale 22. Other inventory or supplies 23. Parts & supplies inventory 12/19/2019 Clean coal inventory Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor's interest $2,299,658.79 Average cost $2,299,658.79 2/29/2020 $170,832.01 Average cost $170,832.01 Raw coal inventory 2/29/2020 $85,658.67 Average cost $85,658.67 Reserve for obsolescence-parts & supplies N/A $-19,000.00 Average cost $-19,000.00 Total of Part 5. $2,537,149.47 Add lines 19 through 22. Copy the total to line 84. Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 2 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 22 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name 24. Is any of the property listed in Part 5 perishable? „ No † Yes 25. 26. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed? † No Current Value 8QNQRZQ Valuation method „ Yes. Book value 8QNQRZQ Has any of the property listed in Part 5 been appraised by a professional within the last year? „ No † Yes Part 6: Farming and fishing-related assets (other than titled motor vehicles and land) 27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)? „ No. Go to Part 7. † Yes Fill in the information below. Part 7: Office furniture, fixtures, and equipment; and collectibles 38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles? † No. Go to Part 8. „ Yes Fill in the information below. General description Net book value of debtor's interest (Where available) 39. Office furniture 40. Office fixtures 41. Office equipment, including all computer equipment and communication systems equipment and software Computer equipment Accum depreciation-computer equipment Valuation method used for current value Current value of debtor's interest $41,764.00 Net Book Value $41,764.00 $-41,764.00 Net Book Value $-41,764.00 42. Collectibles Examples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card collections; other collections, memorabilia, or collectibles 43. Total of Part 7. Add lines 39 through 42. Copy the total to line 86. 44. Is a depreciation schedule available for any of the property listed in Part 7? † No $0.00 „ Yes 45. Has any of the property listed in Part 7 been appraised by a professional within the last year? † No „ Yes Part 8: Machinery, equipment, and vehicles 46. Does the debtor own or lease any machinery, equipment, or vehicles? † No. Go to Part 9. „ Yes Fill in the information below. Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 3 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 23 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name General description Include year, make, model, and identification numbers (i.e., VIN, HIN, or N-number) Net book value of debtor's interest (Where available) Valuation method used for current value 47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles 48. Watercraft, trailers, motors, and related accessories Examples: Boats, trailers, motors, floating homes, personal watercraft, and fishing vessels 49. Aircraft and accessories 50. Other machinery, fixtures, and equipment (excluding farm machinery and equipment) Machinery & equipment Accum depreciation-machinery & equipment Manual depreciation-assets not in SAP 51. Current value of debtor's interest $57,087,733.35 Net Book Value $57,087,733.35 $-37,229,325.64 Net Book Value $-37,229,325.64 $-121,002.07 Net Book Value $-121,002.07 Total of Part 8. $19,737,405.64 Add lines 47 through 50. Copy the total to line 87. 52. Is a depreciation schedule available for any of the property listed in Part 8? † No „ Yes 53. Has any of the property listed in Part 8 been appraised by a professional within the last year? „ No † Yes Part 9: Real property 54. Does the debtor own or lease any real property? † No. Go to Part 10. „ Yes Fill in the information below. 55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest Description and location of property Include street address or other description such as Assessor Parcel Number (APN), and type of property (for example, acreage, factory, warehouse, apartment or office building, if available. 55.1. Nature and extent of debtor's interest in property Net book value of debtor's interest (Where available) Valuation method used for current value Current value of debtor's interest Land Owned $10,135,360.00 $10,135,360.00 Mineral Reserves Leased $74,872,139.00 $74,872,139.00 55.2. Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 4 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 24 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name 55.3. 55.4. 55.5. 56. Buildings & structures Owned $33,076,282.00 $33,076,282.00 Accum depreciation-building & structure $-23,070,686.00 $-23,070,686.00 Accum depletion-mineral reserves $-74,872,139.00 $-74,872,139.00 Total of Part 9. $20,140,956.00 Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88. 57. Is a depreciation schedule available for any of the property listed in Part 9? † No „ Yes 58. Has any of the property listed in Part 9 been appraised by a professional within the last year? † No „ Yes Part 10: Intangibles and intellectual property 59. Does the debtor have any interests in intangibles or intellectual property? „ No. Go to Part 11. † Yes Fill in the information below. Part 11: All other assets 70. Does the debtor own any other assets that have not yet been reported on this form? Include all interests in executory contracts and unexpired leases not previously reported on this form. † No. Go to Part 12. „ Yes Fill in the information below. Current value of debtor's interest 71. Notes receivable Description (include name of obligor) 72. Tax refunds and unused net operating losses (NOLs) Description (for example, federal, state, local) 73. Interests in insurance policies or annuities 74. Causes of action against third parties (whether or not a lawsuit has been filed) 75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims 76. Trusts, equitable or future interests in property 77. Other property of any kind not already listed Examples: Season tickets, country club membership Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 5 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 25 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name Development assets under construction 78. Total of Part 11. $40,870,961.17 $40,870,961.17 Add lines 71 through 77. Copy the total to line 90. 79. Has any of the property listed in Part 11 been appraised by a professional within the last year? „ No † Yes Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 6 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 26 of 117 Hillsboro Energy LLC Main Document Case number (If known) 20-41328 Name Part 12: Summary In Part 12 copy all of the totals from the earlier parts of the form Type of property Current value of personal property 80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1 Current value of real property $18,135,749.38 81. Deposits and prepayments. Copy line 9, Part 2. $113,415.29 82. Accounts receivable. Copy line 12, Part 3. $2,615.46 83. Investments. Copy line 17, Part 4. $0.00 84. Inventory. Copy line 23, Part 5. $2,537,149.47 85. Farming and fishing-related assets. Copy line 33, Part 6. $0.00 86. Office furniture, fixtures, and equipment; and collectibles. Copy line 43, Part 7. $0.00 87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $19,737,405.64 88. Real property. Copy line 56, Part 9.........................................................................................> 89. Intangibles and intellectual property. Copy line 66, Part 10. 90. All other assets. Copy line 78, Part 11. $0.00 + 91. Total. Add lines 80 through 90 for each column $20,140,956.00 $40,870,961.17 $81,397,296.41 + 91b. 92. Total of all property on Schedule A/B. Add lines 91a+91b=92 Official Form 206A/B Schedule A/B Assets - Real and Personal Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com $20,140,956.00 $101,538,252.41 page 7 Best Case Bankruptcy Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 27 of 117 Main Document Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property 12/15 Be as complete and accurate as possible. 1. Do any creditors have claims secured by debtor's property? † No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form. „ Yes. Fill in all of the information below. Part 1: List Creditors Who Have Secured Claims 2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured claim, list the creditor separately for each claim. Column A Column B Amount of claim Value of collateral that supports this claim Do not deduct the value of collateral. 2.1 Ricoh USA Copier Rental Describe debtor's property that is subject to a lien Creditor's Name Equipment Copier Lease 70 Valley Stream Pkwy Malvern, PA 19355 Creditor's mailing address Unknown Unknown Describe the lien Is the creditor an insider or related party? „ No Creditor's email address, if known † Yes Date debt was incurred „ No 3/28/2017 † Yes. Fill out Schedule H: Codebtors (Official Form 206H) Is anyone else liable on this claim? Last 4 digits of account number Do multiple creditors have an interest in the same property? As of the petition filing date, the claim is: Check all that apply „ No „ Contingent „ Unliquidated „ Disputed † Yes. Specify each creditor, including this creditor and its relative priority. 3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any. Part 2: $0.00 List Others to Be Notified for a Debt Already Listed in Part 1 List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for secured creditors. If no others need to notified for the debts listed in Part 1, do not fill out or submit this page. If additional pages are needed, copy this page. Name and address On which line in Part 1 did Last 4 digits of you enter the related creditor? account number for this entity Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 1 of 1 Best Case Bankruptcy Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 28 of 117 Main Document Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims 12/15 Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims. List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and 2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form. Part 1: List All Creditors with PRIORITY Unsecured Claims 1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507). † No. Go to Part 2. „ Yes. Go to line 2. 2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors with priority unsecured claims, fill out and attach the Additional Page of Part 1. Total claim 2.1 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Belmont County Treasurer 101 W Main Street Saint Clairsville, OH 43950 Priority amount Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Taxing Authority 2.2 Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Benton High School 511 East Main Street Benton, IL 62812 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206E/F † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com 48213 page 1 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 29 of 117 Case number (if known) Main Document 20-41328 Name 2.3 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Benton Library District P.O. Box 548 Benton, IL 62812 2.4 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Gallatin County Treasurer P.O. Box 310 Shawneetown, IL 62984 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes Franklin County Treasurer P.O. Box 967 Benton, IL 62812 2.6 Unknown „ Contingent „ Unliquidated „ Disputed Department of The Treasury Internal Revenue Service Ogden, UT 84201-0009 2.5 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 2 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 30 of 117 Case number (if known) Main Document 20-41328 Name 2.7 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Gregory Fx Daly Collector (St Louis City P.O. Box 66877 St. Louis, MO 63166 2.8 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes Henderson County Sheriff 20 North Main Street, Suite 112 Henderson, KY 42420 2.10 Unknown „ Contingent „ Unliquidated „ Disputed Hamilton County Tax Assessor 100 S Jackson St, Room 4 Mc Leansboro, IL 62859 2.9 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 3 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 31 of 117 Case number (if known) Main Document 20-41328 Name 2.11 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Illinois Department of Revenue P.O. Box 19030 Springfield, IL 62794-9447 2.12 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Indiana Department of Revenue P.O. Box 7218 Indianapolis, IN 46206-1028 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes Indiana Department of Revenue P.O. Box 1028 Indianapolis, IN 46206-1028 2.14 Unknown „ Contingent „ Unliquidated „ Disputed Illinois Department of Revenue P.O. Box 19447 Springfield, IL 62794-9447 2.13 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 4 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 32 of 117 Case number (if known) Main Document 20-41328 Name 2.15 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Kentucky Department of Revenue 501 High Street Frankfort, KY 40601 2.16 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Macoupin County Sheriff 215 S E ST Carlinville, IL 62626 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes Louisiana Department of Revenue P.O. Box 61030 New Orleans, LA 70161 2.18 Unknown „ Contingent „ Unliquidated „ Disputed Kentucky State Treasurer 501 High Street Frankfort, KY 40602-0491 2.17 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 5 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 33 of 117 Case number (if known) Main Document 20-41328 Name 2.19 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Missouri Department of Revenue P.O. Box 999 Jefferson City, MO 65105 2.20 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Office of Surface Mining P.O. Box 979068 St. Louis, MO 63197-9000 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes New River Royalty 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 2.22 Unknown „ Contingent „ Unliquidated „ Disputed Montgomery County Treasurer 1 Courthouse Square, Room 101 Hillsboro, IL 62049 2.21 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 6 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 34 of 117 Case number (if known) Main Document 20-41328 Name 2.23 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Posey County Treasurer 126 E Third St Mount Vernon, IN 47620 2.24 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Ruger 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Official Form 206 E/F Unknown † Yes RGGS 100 Waugh Dr Ste 400 Houston, TX 77007 2.26 Unknown „ Contingent „ Unliquidated „ Disputed Rend Lake College 468 Ken Gray Parkway Ina, IL 62846 2.25 Unknown † Yes Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 7 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 35 of 117 Case number (if known) Main Document 20-41328 Name 2.27 Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Saline County Treasurer 10 E Poplar Street Harrisburg, IL 62946 2.28 Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown Unknown Unknown Unknown † Yes „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No Priority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. † Yes Williamson County Treasurer 407 N Monroe Ste 104 Marion, IL 62959 Part 2: Unknown „ Contingent „ Unliquidated „ Disputed United States Treasury Internal Revenue Service Cincinnati, OH 45999-0009 2.29 Unknown „ Contingent „ Unliquidated „ Disputed Date or dates debt was incurred Basis for the claim: Various Taxing Authority Last 4 digits of account number Is the claim subject to offset? Specify Code subsection of PRIORITY unsecured claim: 11 U.S.C. § 507(a) (8) „ No † Yes List All Creditors with NONPRIORITY Unsecured Claims 3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill out and attach the Additional Page of Part 2. Amount of claim 3.1 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. See Schedule E/F Part 2 Attachment Date(s) debt was incurred † Contingent † Unliquidated † Disputed Last 4 digits of account number Basis for the claim: Is the claim subject to offset? Part 3: $3,827,047.39 „ No † Yes List Others to Be Notified About Unsecured Claims 4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies, assignees of claims listed above, and attorneys for unsecured creditors. If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page. Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 8 of 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 36 of 117 Case number (if known) Main Document 20-41328 Name Name and mailing address Part 4: On which line in Part1 or Part 2 is the related creditor (if any) listed? Last 4 digits of account number, if any Total Amounts of the Priority and Nonpriority Unsecured Claims 5. Add the amounts of priority and nonpriority unsecured claims. Total of claim amounts 5a. Total claims from Part 1 5a. 5b. Total claims from Part 2 5b. 5c. Total of Parts 1 and 2 Lines 5a + 5b = 5c. 5c. Official Form 206 E/F $ + $ $ Schedule E/F: Creditors Who Have Unsecured Claims Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com 0.00 3,827,047.39 3,827,047.39 Page 9 of 9 Best Case Bankruptcy Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 1 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 37 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address A&D ELECTRICAL SUPPLY 1000 N OLD ROUTE 66 LITCHFIELD IL 62056 ALL TYPE CORP 530 N WASHINGTON, P.O. BOX 11 BUNKER HILL IL 62014 ALLIANCE CONSULTING INC 124 PHILPOTT LANE BEAVER WV 25813-9502 ALTORFER INC P.O. Box 1347 CEDAR RAPIDS IA 52406-1347 AMEREN ILLINOIS P.O. Box 88034 CHICAGO IL 60680-1034 AMERICAN HYDRAULICS & REBUILD P.O. Box 26 LOGAN WV 25601 AMERICAN RESOURCES GROUP LTD 127 N WASHINGTON STREET CARBONDALE IL 62901 ARAMARK 22512 NETWORK PLACE CHICAGO IL 60673-1225 AT&T P.O. Box 6463 CAROL STREAM IL 60197-6463 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $28.58 $4,444.34 $33,429.89 $18,381.33 $90,900.39 $20,086.00 $2,405.35 $2,807.59 $515.83 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Main Docum 2 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 38 of 117 Various; Trade Vendor X Disputed Total Claim $11,000.00 $1,517.58 Doc 409 Various; Trade Vendor 4/18/17; Letter of Credit Beneficiary Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address AUTOMATION SOLUTIONS LLC 660 DAVENPORT LANE HOPKINSVILLE KY 42240 BRAKE SUPPLY COMPANY INC 4280 PAYSPHERE CIRCLE CHICAGO IL 60674 BUCHANAN PUMP SERVICE P.O. Box 827 POUND VA 24279 Canadian National Railway 935 de La Gauchetiere Street West Montreal QC H3B 2M9 Canada CARLINVILLE GLASS CUTTERS LLC 1039 BROADWAY CARLINVILLE IL 62626 CARROLL ENGINEERING CO P.O. Box 741245 ATLANTA GA 30384-1245 CINCINNATI MINE MACHINERY CO P.O. Box 23128-0128 CINCINNATI OH 45223-0128 CITY OF HILLSBORO 447 S MAIN ST P.O. Box 556 HILLSBORO IL 62049 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $56,732.24 X Unknown $787.41 $10,282.05 $82,616.00 $17,062.50 X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Unknown X X Unknown Main Docum 3 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 39 of 117 Various; Trade Vendor Total Claim X Doc 409 Various; Trade Vendor Disputed Various; Surety Obligee Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address City of Hillsboro, IL 447 S Main St Hillsboro IL 62049 Coal Field Construction Company LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 COMTROL-WEST LLC 2853 KEN GRAY BLVD SUITE 4 WEST FRANKFORT IL 62896 CONSOLIDATED COMMUNICATIONS P.O. Box 2564 DECATUR IL 62525-2564 COUNTRY BLACKSMITH LLC 751 FAIRFIELD ROAD MT VERNON IL 62864 CROWN PRODUCTS & SERVICES INC 319 S GILLETTE AVENUE, SUITE 303 GILLETTE WY 82716 CUSTOM ENGINEERING INC 656 HALL STREET, P.O. BOX 320 CLAY KY 42404 D & D TRANSPORT INC P.O. Box 325 MARIANNA PA 15345 D & R CLEANING EQUIPMENT, INC 1290 TIMBERLINE ROAD SORENTO IL 62086 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $2,085.07 $3,308.81 $2,695.00 $20,042.80 $5,106.36 $1,595.00 $201.64 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Surety Obligee Various; Trade Vendor Various; Trade Vendor X Main Docum 4 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 40 of 117 X Disputed Total Claim $1,546.79 $4,007.46 Doc 409 Various; Trade Vendor Various; Surety Obligee Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address DATE MINING SUPPLY LLC 1400 SOUTH MAIN STREET HARRISBURG IL 62946-3194 DC WASTE & RECYCLING INC P.O. Box 20 HILLSBORO IL 62049 EARL DEAN HUFF 1439 OLD RT 127 GREENVILLE IL 62246 East Fork Township, IL 500 South Prospect, P.O. BOX 181 Coffeen IL 62017 EASTERN SCREENS & DRIVES INC 470 ADAMS ROAD PIKEVILLE KY 41501 EICHEN LUMBER COMPANY INC 16834 SHIPMAN RD CARLINVILLE IL 62626 EJ Water Company, LLC 108 S Main St Dieterich IL 62424 ENERSYS P.O. Box 601164 CHARLOTTE NC EVAPAR INC 9000 N KENTUCKY AVE EVANSVILLE IN 47725 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $1,756.75 X Unknown $27,853.00 $17,972.80 X Unknown $772.16 $2,502.52 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Intercompany Transaction X Various; Intercompany Transaction X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 41 of 117 Various; Trade Vendor Disputed Total Claim $30,193.11 $130,182.00 Doc 409 Various; Trade Vendor $7,759.00 $1,287.94 $991.32 $965.75 X X Unknown X X Unknown Main Docum 5 of 17 Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address FABICK MINING INC P.O. Box 952121 ST LOUIS MO 63195-2121 FAIRMONT SUPPLY COMPANY 75 REMITTANCE DRIVE DEPT 1404 CHICAGO IL 60675-1404 FAST FOX COURIER SERVICE P.O. Box 61 MARION IL 62959 FASTENAL COMPANY P.O. Box 1286 WINONA MN 55987 FEDEX P.O. Box 94515 PALATINE IL 60094-4515 FLETCHER SERVICE INC P.O. Box 2193 HUNTINGTON WV 25722-2193 Foresight Energy LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Foresight Energy Services LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 6 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 42 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor X Disputed Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address Foresight Supply Co. LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 FRENCH GERLEMAN ELECTRIC P.O. Box 955722 SAINT LOUIS MO 63195 FUCHS LUBRICANTS CO P.O. Box 71735 CHICAGO IL 60694-1735 FULLER BROS READY MIX INC 935 ASH ST HILLSBORO IL 62049 G&M VENDING / SELF PAY MARKET 1707 KLAR AVE HILLSBORO IL 62049 GERARD SPINNER 18067 DEER TRAIL HILLSBORO IL 62049 GREAT AMERICAN PARTS COMPANY LLC P.O. Box 241 HARRISBURG IL 62946 H&G LIMESTONE PRODUCTS LLC 639 IL ROUTE 146 E ELIZABETHTOWN IL 62931 HAMPTON INN - LITCHFIELD 11 THUNDERBIRD CIRCLE LITCHFIELD IL 62056 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims X Total Claim Unknown $17,375.04 $198,002.20 $496.00 $493.84 $28,904.50 $500.00 $7,464.59 $17,037.90 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Various; Trade Vendor Various; Trade Vendor Letter of Credit Issuer X X Main Docum 7 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 43 of 117 Various; Trade Vendor Disputed Total Claim $412.14 $3,232.01 Doc 409 Various; Trade Vendor Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address HAROLD BECK & SONS INC 11 TERRY DR NEWTOWN PA 18940 HAUHINCO NP 1325 EVANS CITY RD EVANS CITY PA 16033 HEAVY METAL MAINTENANCE INC 644 LOOMIS LANE CARLINVILLE IL 62626 HERITAGE COOPERATIVE INC 364 LIBSON STREET, P.O. BOX 369 CANFIELD OH 44406-0369 HILLSBORO RENTAL 1600 SCHOOL ST HILLSBORO IL 62049 Hillsboro Transport LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 HMG ENGINEERS INC 9360 HOLY CROSS LANE BREESE IL 62230 HUGHES OFFICE EQUIPMENT, LLC P.O. Box 278 BELLAIRE OH 43906 Huntington Bank 7 Eastern Oval Columbus OH 43219 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $3,380.00 $90,836.75 $3,796.20 X Unknown $17,709.54 $428.36 X Unknown Various; Trade Vendor Various; Surety Obligee X Various; Surety Obligee X Various; Trade Vendor Various; Trade Vendor Surety Provider Various; Trade Vendor Various; Trade Vendor X X X Main Docum 8 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 44 of 117 X Doc 409 Various; Surety Obligee Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address HURST-ROSCHE ENGINEERS INC 1400 E TREMONT STREET HILLSBORO IL 62049 IL Department of Natural Resources, Office of Mines and Minerals 1 Natural Resources Way Springfield IL 62702 IL Department of Transportation 2300 S. Dirksen Pkwy Springfield IL 62764 Illinois Department of Natural Resources 1 Natural Resources Way Springfield IL 62702 ILLINOIS DEPT OF NATURAL RESOURCES ONE NATURAL RESOURCES WAY SPRINGFIELD IL 62702-1271 ILMO PRODUCTS COMPANY P.O. Box 6007 DECATUR IL 62524-6007 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 INTERNATIONAL FILTER MFG CORP P.O. Box 549 LITCHFIELD IL 62056 IOWA LIMESTONE COMPANY 3301 106TH CIRCLE URBANDALE IA 50322-3740 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $2,450.00 X Unknown X Unknown X Unknown $1,675.00 $6,836.81 X Unknown $492.94 $4,001.86 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 9 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 45 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address IRWIN MINE AND TUNNELING SUPPLY P.O. Box 409 IRWIN PA 15642 JABO SUPPLY CORPORATION P.O. Box 238 HUNTINGTON WV 25707 JENNCHEM MID-WEST P.O. Box 603800 CHARLOTTE NC 28260-3800 JENNMAR OF WEST KENTUCKY INC P.O. Box 603800 CHARLOTTE NC 28260-3800 JENNMAR SERVICES P.O. Box 603800 CHARLOTTE NC 28260-3800 JERRY M TAYLOR 60980 WARNER DRIVE BARNESVILLE OH 43713 JORN SIGN COMPANY 620 VIRGINIA STREET HILLSBORO IL 62049 JOURNAL PUBLICATIONS P.O. Box 100 HILLSBORO IL 62049 JOY GLOBAL CONVEYORS INC P.O. Box 74008951 CHICAGO IL Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $266,385.88 $22,162.93 $467,607.24 $262,851.54 $422,857.77 $3,241.95 $260.00 $183.20 $47,793.92 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 10 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 46 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address JOY GLOBAL UNDERGOUND MINING LLC P.O. Box 504794 ST LOUIS MO 63150-4794 K & E TECHNICAL INC P.O. Box 465 WEST FRANKFORT IL 62896 KAHL PEST CONTROL 400 WASHBOARD TRAIL HILLSBORO IL 62049 KANAWHA SCALES & SYSTEMS INC ROCK BRANCH INDUSTRIAL PARK P.O. Box 569 POCA WV 25159 KARA COMPANY INC 5255 DANSHER RD COUNTRYSIDE IL 60525 KENNAMETAL INC P.O. Box 6323 CAROL STREAM IL 60197-6388 KENTUCKY RIVERS WOOD PRODUCTS LLC 1171 LYNN CITY ROAD SACRAMENTO KY 42372 KIRBY RISK CORPORATION 27561 NETWORK PLACE CHICAGO IL 60673-1275 KSD ENTERPRISES LLC P.O. Box 747 CLARKSBURG WV 26302 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $175,622.06 $15,102.30 $1,100.00 $11,100.00 $24,000.00 $15,620.38 $7,695.00 $1,198.93 $1,350.00 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Main Docum 11 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 47 of 117 Various; Trade Vendor Disputed Total Claim $63,700.00 $49,222.75 Doc 409 Various; Trade Vendor Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address LINK SPECIALIZED INC P.O. Box 334 PINCKNEYVILLE IL 62274 MARMIC FIRE & SAFETY CO INC P.O. Box 1939 LOWELL AR 72745 MATHESON TRI-GAS P.O. Box 845502 DALLAS TX MAYO MANUFACTURING CO INC 54 OWENS ROAD, SUITE B CHAPMANVILLE WV 25508 MCKAY AUTO PARTS INC P.O. Box 70 LITCHFIELD IL 62056 M-Class Mining LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 MID-ILLINOIS CONCRETE, INC P.O. Box 785 EFFINGHAM IL 62401 MIDWESTERN MACHINE & HYDRAULIC INC 17265 N TIMBERLINE LANE, P.O. BOX 765 MOUNT VERNON IL 62864 MILLER CONTRACTING SERVICES 5905 WALNUT GROVE RD CARRIER MILLS IL 62917 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $639.84 $23,953.39 $3,148.89 X Unknown $484.00 $15,307.47 $18,100.00 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 12 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 48 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address MINE AND MILL SUPPLY COMPANY LLC P.O. Box 189 DAWSON SPRINGS KY 42408 MINE AND PROCESS SERVICE INC P.O. Box 484 KEWANEE IL 61443 MINE SUPPLY COMPANY P.O. Box 540757 DALLAS TX 75354-0757 MJM ELECTRIC COOPERATIVE INC 264 N E ST P.O. Box 80 CARLINVILLE IL 62626 MMD MINERAL SIZING AMERICA I 41 EXCELLENCE WAY VONORE TN 37885 MONTGOMERY COUNTY TREASURER 1 COURTHOUSE SQUARE, ROOM 101 HILLSBORO IL 62049 NORRIS TRUCKING INC 5280 E DUBOIS ROAD WALTONVILLE IL 62894 OAK HILL CONTRACTORS 21434 OAK HILL ROAD EWING IL 62836 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $1,450.00 $289.73 $79,108.20 $47.00 $22,395.77 $6,974.05 $57,006.93 $68,750.00 X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Unknown X X Unknown Main Docum 13 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 49 of 117 Various; Trade Vendor Total Claim X Doc 409 Various; Trade Vendor Disputed Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address Oeneus LLC (dba Oeneus LLC) One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Patton Mining LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 PHOENIX FIRST RESPONSE LLC 25 ALLEGHENY SQUARE GLASSPORT PA 15045 PILLAR INNOVATIONS LLC 92 CORPORATE DRIVE GRANTSVILLE MD 21536 PITNEY BOWES GLOBAL FINANCIAL P.O. Box 371887 PITTSBURGH PA 15250-7887 POLYDECK SCREEN CORPORATION P.O. Box 602783 CHARLOTTE NC 28260-2783 PRAXAIR DISTRIBUTION INC DEPT CH 10660 PALATINE IL 60055-0660 QUALITY MAGNETITE LLC P.O. Box 671413 DALLAS TX 75267-1413 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $1,855.91 $1,330.42 $32.00 $15,739.50 $254.38 $35,547.11 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 14 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 50 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address QUILL CORPORATION P.O. Box 37600 PHILADELPHIA PA 19101-0600 R MACHINING INC 441 RAINMAKER TR BUTLER IL 62015 RABEN TIRE COMPANY P.O. Box 4835 EVANSVILLE IN 47724 RALEIGH MINE & INDUSTRIAL SUPPLY IN P.O. Box 72 MT HOPE WV 25880 ROBINSON ELECTRIC INC 16747 ROBINSON LN CARLINVILLE IL 62626 RP LUMBER CO INC 514 EAST VANDALIA EDWARDSVILLE IL 62025 S&S URETHANE INC P.O. Box 253 FARINA IL 62838 SANDVIK MINING & CONSTRUCTION DEPT CH-10576 PALATINE IL 60055-0576 SEETECH 1963 EDENS FORK ROAD CHARLESTON WV 25312 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $616.86 $9,315.80 $28,245.52 $10,110.30 $565.00 $2,101.91 $23,582.00 $6,531.60 $38,837.82 Various; Trade Vendor X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Intercompany Transaction X Main Docum 15 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 51 of 117 Various; Trade Vendor X Doc 409 Various; Intercompany Transaction Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address SEETECH LLC 1963 EDENS FORK ROAD CHARLESTON WV 25312 Seneca Rebuild LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Sitran LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 SPECIAL MINE SERVICES 11782 COUNTRY CLUB ROAD, P.O. BOX 188 WEST FRANKFORT IL 62896 STATE ELECTRIC SUPPLY CO P.O. Box 890889 CHARLOTTE NC 28289-0889 STRATA EQUIPMENT LLC L-3782 COLUMBUS OH 43260 STRATA SAFETY PRODUCTS LLC 8995 ROSWELL ROAD SANDY SPRINGS GA 30350 Sugar Camp Energy LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $25,255.68 X Unknown X Unknown $3,234.60 $34,370.90 $6,238.40 $186,300.62 X Unknown Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 16 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 52 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Case 20-41308 TEKLAB INC 5445 HORSESHOE LAKE RD COLLINSVILLE IL 62234 THE THRASHER GROUP INC P.O. Box 940 BRIDGEPORT WV 26330 THERMO ENVIRONMENTAL INSTRUMENTS P.O. Box 742784 ATLANTA GA 30374-2784 TIEFENBACH NORTH AMERICA LLC L-3801 COLUMBUS OH 43260 TSG REPORTING INC P.O. Box 95568 GRAPEVINE TX 76099-9708 UNITED CENTRAL INDUSTRIAL SUPPLY P.O. Box 743849 ATLANTA GA 30374-3849 VOGEL PLUMBING INC 1603 SCHOOL STREET HILLSBORO IL 62049 WALLACE ELECTRICAL SYSTEMS LLC 2853 KEN GRAY BLVD STE 4 WEST FRANKFORT IL 62896 WALLACE INDUSTRIAL LLC 2853 KEN GRAY BLVD STE 4 WEST FRANKFORT IL 62896 Disputed Date Debt was Incurred, Basis for Claim Unliquidated Creditor Name and Mailing Address Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $17,338.70 $4,563.00 $6,750.00 $13,529.25 $9,396.40 $69,018.24 $1,639.40 $10,154.18 $19,746.70 Various; Trade Vendor Various; Trade Vendor Doc 409 Various; Trade Vendor Various; Trade Vendor Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 53 of 117 Various; Trade Vendor Total: Main Docum 17 of 17 Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address WEIR SLURRY GROUP INC 21976 NETWORK PLACE CHICAGO IL 60673-1219 WELLS FARGO FINANCIAL LEASING INC P.O. Box 650016 DALLAS TX 75265-0016 XCAL TOOLS - BECKLEY LLC P.O. Box 645684 PITTSBURG PA 15264-5254 XCAL TOOLS - MADISONVILLE LLC P.O. Box 645690 PITTSBURGH PA 15264 XCAL TOOLS - SOUTH POINT LLC P.O. Box 645517 PITTSBURGH PA 15264-5253 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $9,599.98 $386.91 $35,318.80 $12,920.50 $8,559.84 $3,827,047.39 Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 54 of 117 Main Document Hillsboro Energy LLC EASTERN DISTRICT OF MISSOURI United States Bankruptcy Court for the: Case number (if known) 20-41328 † Check if this is an amended filing Official Form 206G Schedule G: Executory Contracts and Unexpired Leases 12/15 Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, number the entries consecutively. 1. Does the debtor have any executory contracts or unexpired leases? † No. Check this box and file this form with the debtor's other schedules. There is nothing else to report on this form. „ Yes. Fill in all of the information below even if the contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B). 2. List all contracts and unexpired leases 2.1. State the name and mailing address for all other parties with whom the debtor has an executory contract or unexpired lease State what the contract or lease is for and the nature of the debtor's interest State the term remaining List the contract number of any government contract Official Form 206G See Schedule G Attachment Schedule G: Executory Contracts and Unexpired Leases Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Page 1 of 1 Best Case Bankruptcy In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Rebate Agreement 7/1/2017 6/30/2020 Surety Bond - East Fork Township, Illinois 6/5/2019 6/5/2020 Land Agreement 8/12/2010 8/12/2020 Land Agreement 8/12/2010 Land Agreement 8/15/2011 8/15/2036 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 55 of 117 Main Docum 1 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address American Energy Corporation 46226 National Road St. Clairsville OH 43950 Argonaut Insurance Company 654 Main Street Rockwood PA 15557 Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens FL 33410 Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens FL 33410 Illinois Department of Natural Resources % Nick SanDiego One Natural Resources Way Springfield IL 62702-1271 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 8/12/2020 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 56 of 117 Main Docum 2 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 12/10/2020 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources 12/10/2019 12/10/2020 Surety Bond - City of Hillsboro, Illinois 12/10/2019 12/10/2020 Surety Bond - East Fork Township, Illinois 12/10/2019 12/10/2020 Surety Bond - EJ Water Company, LLC 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 57 of 117 Main Docum 3 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 12/10/2020 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 1 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 58 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address A&D ELECTRICAL SUPPLY 1000 N OLD ROUTE 66 LITCHFIELD IL 62056 ALL TYPE CORP 530 N WASHINGTON, P.O. BOX 11 BUNKER HILL IL 62014 ALLIANCE CONSULTING INC 124 PHILPOTT LANE BEAVER WV 25813-9502 ALTORFER INC P.O. Box 1347 CEDAR RAPIDS IA 52406-1347 AMEREN ILLINOIS P.O. Box 88034 CHICAGO IL 60680-1034 AMERICAN HYDRAULICS & REBUILD P.O. Box 26 LOGAN WV 25601 AMERICAN RESOURCES GROUP LTD 127 N WASHINGTON STREET CARBONDALE IL 62901 ARAMARK 22512 NETWORK PLACE CHICAGO IL 60673-1225 AT&T P.O. Box 6463 CAROL STREAM IL 60197-6463 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $28.58 $4,444.34 $33,429.89 $18,381.33 $90,900.39 $20,086.00 $2,405.35 $2,807.59 $515.83 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Main Docum 2 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 59 of 117 Various; Trade Vendor X Disputed Total Claim $11,000.00 $1,517.58 Doc 409 Various; Trade Vendor 4/18/17; Letter of Credit Beneficiary Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address AUTOMATION SOLUTIONS LLC 660 DAVENPORT LANE HOPKINSVILLE KY 42240 BRAKE SUPPLY COMPANY INC 4280 PAYSPHERE CIRCLE CHICAGO IL 60674 BUCHANAN PUMP SERVICE P.O. Box 827 POUND VA 24279 Canadian National Railway 935 de La Gauchetiere Street West Montreal QC H3B 2M9 Canada CARLINVILLE GLASS CUTTERS LLC 1039 BROADWAY CARLINVILLE IL 62626 CARROLL ENGINEERING CO P.O. Box 741245 ATLANTA GA 30384-1245 CINCINNATI MINE MACHINERY CO P.O. Box 23128-0128 CINCINNATI OH 45223-0128 CITY OF HILLSBORO 447 S MAIN ST P.O. Box 556 HILLSBORO IL 62049 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $56,732.24 X Unknown $787.41 $10,282.05 $82,616.00 $17,062.50 X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Unknown X X Unknown Main Docum 3 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 60 of 117 Various; Trade Vendor Total Claim X Doc 409 Various; Trade Vendor Disputed Various; Surety Obligee Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address City of Hillsboro, IL 447 S Main St Hillsboro IL 62049 Coal Field Construction Company LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 COMTROL-WEST LLC 2853 KEN GRAY BLVD SUITE 4 WEST FRANKFORT IL 62896 CONSOLIDATED COMMUNICATIONS P.O. Box 2564 DECATUR IL 62525-2564 COUNTRY BLACKSMITH LLC 751 FAIRFIELD ROAD MT VERNON IL 62864 CROWN PRODUCTS & SERVICES INC 319 S GILLETTE AVENUE, SUITE 303 GILLETTE WY 82716 CUSTOM ENGINEERING INC 656 HALL STREET, P.O. BOX 320 CLAY KY 42404 D & D TRANSPORT INC P.O. Box 325 MARIANNA PA 15345 D & R CLEANING EQUIPMENT, INC 1290 TIMBERLINE ROAD SORENTO IL 62086 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $2,085.07 $3,308.81 $2,695.00 $20,042.80 $5,106.36 $1,595.00 $201.64 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Surety Obligee Various; Trade Vendor Various; Trade Vendor X Main Docum 4 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 61 of 117 X Disputed Total Claim $1,546.79 $4,007.46 Doc 409 Various; Trade Vendor Various; Surety Obligee Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address DATE MINING SUPPLY LLC 1400 SOUTH MAIN STREET HARRISBURG IL 62946-3194 DC WASTE & RECYCLING INC P.O. Box 20 HILLSBORO IL 62049 EARL DEAN HUFF 1439 OLD RT 127 GREENVILLE IL 62246 East Fork Township, IL 500 South Prospect, P.O. BOX 181 Coffeen IL 62017 EASTERN SCREENS & DRIVES INC 470 ADAMS ROAD PIKEVILLE KY 41501 EICHEN LUMBER COMPANY INC 16834 SHIPMAN RD CARLINVILLE IL 62626 EJ Water Company, LLC 108 S Main St Dieterich IL 62424 ENERSYS P.O. Box 601164 CHARLOTTE NC EVAPAR INC 9000 N KENTUCKY AVE EVANSVILLE IN 47725 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $1,756.75 X Unknown $27,853.00 $17,972.80 X Unknown $772.16 $2,502.52 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Intercompany Transaction X Various; Intercompany Transaction X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 62 of 117 Various; Trade Vendor Disputed Total Claim $30,193.11 $130,182.00 Doc 409 Various; Trade Vendor $7,759.00 $1,287.94 $991.32 $965.75 X X Unknown X X Unknown Main Docum 5 of 17 Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address FABICK MINING INC P.O. Box 952121 ST LOUIS MO 63195-2121 FAIRMONT SUPPLY COMPANY 75 REMITTANCE DRIVE DEPT 1404 CHICAGO IL 60675-1404 FAST FOX COURIER SERVICE P.O. Box 61 MARION IL 62959 FASTENAL COMPANY P.O. Box 1286 WINONA MN 55987 FEDEX P.O. Box 94515 PALATINE IL 60094-4515 FLETCHER SERVICE INC P.O. Box 2193 HUNTINGTON WV 25722-2193 Foresight Energy LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Foresight Energy Services LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 6 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 63 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor X Disputed Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address Foresight Supply Co. LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 FRENCH GERLEMAN ELECTRIC P.O. Box 955722 SAINT LOUIS MO 63195 FUCHS LUBRICANTS CO P.O. Box 71735 CHICAGO IL 60694-1735 FULLER BROS READY MIX INC 935 ASH ST HILLSBORO IL 62049 G&M VENDING / SELF PAY MARKET 1707 KLAR AVE HILLSBORO IL 62049 GERARD SPINNER 18067 DEER TRAIL HILLSBORO IL 62049 GREAT AMERICAN PARTS COMPANY LLC P.O. Box 241 HARRISBURG IL 62946 H&G LIMESTONE PRODUCTS LLC 639 IL ROUTE 146 E ELIZABETHTOWN IL 62931 HAMPTON INN - LITCHFIELD 11 THUNDERBIRD CIRCLE LITCHFIELD IL 62056 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims X Total Claim Unknown $17,375.04 $198,002.20 $496.00 $493.84 $28,904.50 $500.00 $7,464.59 $17,037.90 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Various; Trade Vendor Various; Trade Vendor Letter of Credit Issuer X X Main Docum 7 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 64 of 117 Various; Trade Vendor Disputed Total Claim $412.14 $3,232.01 Doc 409 Various; Trade Vendor Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address HAROLD BECK & SONS INC 11 TERRY DR NEWTOWN PA 18940 HAUHINCO NP 1325 EVANS CITY RD EVANS CITY PA 16033 HEAVY METAL MAINTENANCE INC 644 LOOMIS LANE CARLINVILLE IL 62626 HERITAGE COOPERATIVE INC 364 LIBSON STREET, P.O. BOX 369 CANFIELD OH 44406-0369 HILLSBORO RENTAL 1600 SCHOOL ST HILLSBORO IL 62049 Hillsboro Transport LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 HMG ENGINEERS INC 9360 HOLY CROSS LANE BREESE IL 62230 HUGHES OFFICE EQUIPMENT, LLC P.O. Box 278 BELLAIRE OH 43906 Huntington Bank 7 Eastern Oval Columbus OH 43219 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $3,380.00 $90,836.75 $3,796.20 X Unknown $17,709.54 $428.36 X Unknown Various; Trade Vendor Various; Surety Obligee X Various; Surety Obligee X Various; Trade Vendor Various; Trade Vendor Surety Provider Various; Trade Vendor Various; Trade Vendor X X X Main Docum 8 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 65 of 117 X Doc 409 Various; Surety Obligee Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address HURST-ROSCHE ENGINEERS INC 1400 E TREMONT STREET HILLSBORO IL 62049 IL Department of Natural Resources, Office of Mines and Minerals 1 Natural Resources Way Springfield IL 62702 IL Department of Transportation 2300 S. Dirksen Pkwy Springfield IL 62764 Illinois Department of Natural Resources 1 Natural Resources Way Springfield IL 62702 ILLINOIS DEPT OF NATURAL RESOURCES ONE NATURAL RESOURCES WAY SPRINGFIELD IL 62702-1271 ILMO PRODUCTS COMPANY P.O. Box 6007 DECATUR IL 62524-6007 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 INTERNATIONAL FILTER MFG CORP P.O. Box 549 LITCHFIELD IL 62056 IOWA LIMESTONE COMPANY 3301 106TH CIRCLE URBANDALE IA 50322-3740 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $2,450.00 X Unknown X Unknown X Unknown $1,675.00 $6,836.81 X Unknown $492.94 $4,001.86 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 9 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 66 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address IRWIN MINE AND TUNNELING SUPPLY P.O. Box 409 IRWIN PA 15642 JABO SUPPLY CORPORATION P.O. Box 238 HUNTINGTON WV 25707 JENNCHEM MID-WEST P.O. Box 603800 CHARLOTTE NC 28260-3800 JENNMAR OF WEST KENTUCKY INC P.O. Box 603800 CHARLOTTE NC 28260-3800 JENNMAR SERVICES P.O. Box 603800 CHARLOTTE NC 28260-3800 JERRY M TAYLOR 60980 WARNER DRIVE BARNESVILLE OH 43713 JORN SIGN COMPANY 620 VIRGINIA STREET HILLSBORO IL 62049 JOURNAL PUBLICATIONS P.O. Box 100 HILLSBORO IL 62049 JOY GLOBAL CONVEYORS INC P.O. Box 74008951 CHICAGO IL Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $266,385.88 $22,162.93 $467,607.24 $262,851.54 $422,857.77 $3,241.95 $260.00 $183.20 $47,793.92 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 10 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 67 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address JOY GLOBAL UNDERGOUND MINING LLC P.O. Box 504794 ST LOUIS MO 63150-4794 K & E TECHNICAL INC P.O. Box 465 WEST FRANKFORT IL 62896 KAHL PEST CONTROL 400 WASHBOARD TRAIL HILLSBORO IL 62049 KANAWHA SCALES & SYSTEMS INC ROCK BRANCH INDUSTRIAL PARK P.O. Box 569 POCA WV 25159 KARA COMPANY INC 5255 DANSHER RD COUNTRYSIDE IL 60525 KENNAMETAL INC P.O. Box 6323 CAROL STREAM IL 60197-6388 KENTUCKY RIVERS WOOD PRODUCTS LLC 1171 LYNN CITY ROAD SACRAMENTO KY 42372 KIRBY RISK CORPORATION 27561 NETWORK PLACE CHICAGO IL 60673-1275 KSD ENTERPRISES LLC P.O. Box 747 CLARKSBURG WV 26302 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $175,622.06 $15,102.30 $1,100.00 $11,100.00 $24,000.00 $15,620.38 $7,695.00 $1,198.93 $1,350.00 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor X Main Docum 11 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 68 of 117 Various; Trade Vendor Disputed Total Claim $63,700.00 $49,222.75 Doc 409 Various; Trade Vendor Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address LINK SPECIALIZED INC P.O. Box 334 PINCKNEYVILLE IL 62274 MARMIC FIRE & SAFETY CO INC P.O. Box 1939 LOWELL AR 72745 MATHESON TRI-GAS P.O. Box 845502 DALLAS TX MAYO MANUFACTURING CO INC 54 OWENS ROAD, SUITE B CHAPMANVILLE WV 25508 MCKAY AUTO PARTS INC P.O. Box 70 LITCHFIELD IL 62056 M-Class Mining LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 MID-ILLINOIS CONCRETE, INC P.O. Box 785 EFFINGHAM IL 62401 MIDWESTERN MACHINE & HYDRAULIC INC 17265 N TIMBERLINE LANE, P.O. BOX 765 MOUNT VERNON IL 62864 MILLER CONTRACTING SERVICES 5905 WALNUT GROVE RD CARRIER MILLS IL 62917 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $639.84 $23,953.39 $3,148.89 X Unknown $484.00 $15,307.47 $18,100.00 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 12 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 69 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address MINE AND MILL SUPPLY COMPANY LLC P.O. Box 189 DAWSON SPRINGS KY 42408 MINE AND PROCESS SERVICE INC P.O. Box 484 KEWANEE IL 61443 MINE SUPPLY COMPANY P.O. Box 540757 DALLAS TX 75354-0757 MJM ELECTRIC COOPERATIVE INC 264 N E ST P.O. Box 80 CARLINVILLE IL 62626 MMD MINERAL SIZING AMERICA I 41 EXCELLENCE WAY VONORE TN 37885 MONTGOMERY COUNTY TREASURER 1 COURTHOUSE SQUARE, ROOM 101 HILLSBORO IL 62049 NORRIS TRUCKING INC 5280 E DUBOIS ROAD WALTONVILLE IL 62894 OAK HILL CONTRACTORS 21434 OAK HILL ROAD EWING IL 62836 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $1,450.00 $289.73 $79,108.20 $47.00 $22,395.77 $6,974.05 $57,006.93 $68,750.00 X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Unknown X X Unknown Main Docum 13 of 17 X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 70 of 117 Various; Trade Vendor Total Claim X Doc 409 Various; Trade Vendor Disputed Various; Intercompany Transaction Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address Oeneus LLC (dba Oeneus LLC) One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Patton Mining LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 PHOENIX FIRST RESPONSE LLC 25 ALLEGHENY SQUARE GLASSPORT PA 15045 PILLAR INNOVATIONS LLC 92 CORPORATE DRIVE GRANTSVILLE MD 21536 PITNEY BOWES GLOBAL FINANCIAL P.O. Box 371887 PITTSBURGH PA 15250-7887 POLYDECK SCREEN CORPORATION P.O. Box 602783 CHARLOTTE NC 28260-2783 PRAXAIR DISTRIBUTION INC DEPT CH 10660 PALATINE IL 60055-0660 QUALITY MAGNETITE LLC P.O. Box 671413 DALLAS TX 75267-1413 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims $1,855.91 $1,330.42 $32.00 $15,739.50 $254.38 $35,547.11 Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 14 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 71 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address QUILL CORPORATION P.O. Box 37600 PHILADELPHIA PA 19101-0600 R MACHINING INC 441 RAINMAKER TR BUTLER IL 62015 RABEN TIRE COMPANY P.O. Box 4835 EVANSVILLE IN 47724 RALEIGH MINE & INDUSTRIAL SUPPLY IN P.O. Box 72 MT HOPE WV 25880 ROBINSON ELECTRIC INC 16747 ROBINSON LN CARLINVILLE IL 62626 RP LUMBER CO INC 514 EAST VANDALIA EDWARDSVILLE IL 62025 S&S URETHANE INC P.O. Box 253 FARINA IL 62838 SANDVIK MINING & CONSTRUCTION DEPT CH-10576 PALATINE IL 60055-0576 SEETECH 1963 EDENS FORK ROAD CHARLESTON WV 25312 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $616.86 $9,315.80 $28,245.52 $10,110.30 $565.00 $2,101.91 $23,582.00 $6,531.60 $38,837.82 Various; Trade Vendor X Various; Intercompany Transaction X Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Intercompany Transaction X Main Docum 15 of 17 X X Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 72 of 117 Various; Trade Vendor X Doc 409 Various; Intercompany Transaction Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address SEETECH LLC 1963 EDENS FORK ROAD CHARLESTON WV 25312 Seneca Rebuild LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Sitran LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 SPECIAL MINE SERVICES 11782 COUNTRY CLUB ROAD, P.O. BOX 188 WEST FRANKFORT IL 62896 STATE ELECTRIC SUPPLY CO P.O. Box 890889 CHARLOTTE NC 28289-0889 STRATA EQUIPMENT LLC L-3782 COLUMBUS OH 43260 STRATA SAFETY PRODUCTS LLC 8995 ROSWELL ROAD SANDY SPRINGS GA 30350 Sugar Camp Energy LLC One Metropolitan Square 211 North Broadway, Suite 2600 St. Louis MO 63102 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $25,255.68 X Unknown X Unknown $3,234.60 $34,370.90 $6,238.40 $186,300.62 X Unknown Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Various; Trade Vendor Main Docum 16 of 17 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 73 of 117 Various; Trade Vendor Doc 409 Various; Trade Vendor Case 20-41308 TEKLAB INC 5445 HORSESHOE LAKE RD COLLINSVILLE IL 62234 THE THRASHER GROUP INC P.O. Box 940 BRIDGEPORT WV 26330 THERMO ENVIRONMENTAL INSTRUMENTS P.O. Box 742784 ATLANTA GA 30374-2784 TIEFENBACH NORTH AMERICA LLC L-3801 COLUMBUS OH 43260 TSG REPORTING INC P.O. Box 95568 GRAPEVINE TX 76099-9708 UNITED CENTRAL INDUSTRIAL SUPPLY P.O. Box 743849 ATLANTA GA 30374-3849 VOGEL PLUMBING INC 1603 SCHOOL STREET HILLSBORO IL 62049 WALLACE ELECTRICAL SYSTEMS LLC 2853 KEN GRAY BLVD STE 4 WEST FRANKFORT IL 62896 WALLACE INDUSTRIAL LLC 2853 KEN GRAY BLVD STE 4 WEST FRANKFORT IL 62896 Disputed Date Debt was Incurred, Basis for Claim Unliquidated Creditor Name and Mailing Address Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $17,338.70 $4,563.00 $6,750.00 $13,529.25 $9,396.40 $69,018.24 $1,639.40 $10,154.18 $19,746.70 Various; Trade Vendor Various; Trade Vendor Doc 409 Various; Trade Vendor Various; Trade Vendor Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 74 of 117 Various; Trade Vendor Total: Main Docum 17 of 17 Disputed Unliquidated Date Debt was Incurred, Basis for Claim Case 20-41308 Creditor Name and Mailing Address WEIR SLURRY GROUP INC 21976 NETWORK PLACE CHICAGO IL 60673-1219 WELLS FARGO FINANCIAL LEASING INC P.O. Box 650016 DALLAS TX 75265-0016 XCAL TOOLS - BECKLEY LLC P.O. Box 645684 PITTSBURG PA 15264-5254 XCAL TOOLS - MADISONVILLE LLC P.O. Box 645690 PITTSBURGH PA 15264 XCAL TOOLS - SOUTH POINT LLC P.O. Box 645517 PITTSBURGH PA 15264-5253 Contingent In re Hillsboro Energy LLC Case No. 20-41328 Schedule E/F Part 2: Creditors With Nonpriority Unsecured Claims Total Claim $9,599.98 $386.91 $35,318.80 $12,920.50 $8,559.84 $3,827,047.39 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Rebate Agreement 7/1/2017 6/30/2020 Surety Bond - East Fork Township, Illinois 6/5/2019 6/5/2020 Land Agreement 8/12/2010 8/12/2020 Land Agreement 8/12/2010 Land Agreement 8/15/2011 8/15/2036 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 75 of 117 Main Docum 1 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address American Energy Corporation 46226 National Road St. Clairsville OH 43950 Argonaut Insurance Company 654 Main Street Rockwood PA 15557 Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens FL 33410 Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens FL 33410 Illinois Department of Natural Resources % Nick SanDiego One Natural Resources Way Springfield IL 62702-1271 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 8/12/2020 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Transportation 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 76 of 117 Main Docum 2 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 12/10/2020 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources 12/10/2019 12/10/2020 Surety Bond - City of Hillsboro, Illinois 12/10/2019 12/10/2020 Surety Bond - East Fork Township, Illinois 12/10/2019 12/10/2020 Surety Bond - EJ Water Company, LLC 12/10/2019 12/10/2020 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 77 of 117 Main Docum 3 of 5 Case 20-41308 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 12/10/2020 In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Surety Bond - Illinois Department of Natural Resources 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources 12/10/2019 12/10/2020 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 2/24/2020 2/24/2021 Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals 2/24/2020 Marketing Agreement 12/31/2015 12/31/2025 Procurement Contract 7/1/2017 6/30/2020 8/1/2012 2/1/2021 7/1/2017 6/30/2020 12/22/2004 N/A Land Agreement Main Docum 4 of 5 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 78 of 117 Rebate Agreement Doc 409 Procurement Contract Case 20-41308 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Javelin Global Commodities (UK) LTD 7 Howick Place London SW1P 1BB United Kingdom JENNMAR SANSHELL PRODUCTS INC P.O. Box 645684 Pittsburgh PA 15264-5254 JOY GLOBAL UNDERGOUND MINING LLC P.O. Box 504794 St. Louis MO 63150-4794 KenAmerican Resources, Inc. 46226 National Road St. Clairsville OH 43950 Montgomery County Courthouse Square, Room 101 Hillsboro IL 62049 Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term 2/24/2021 Contract Counterparty Name, Mailing Address Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Indemnity National Insurance Company 238 Bedford Way Franklin TN 37064 Javelin Global Commodities (UK) LTD 7 Howick Place London SW1P 1BB United Kingdom JENNMAR SANSHELL PRODUCTS INC P.O. Box 645684 Pittsburgh PA 15264-5254 JOY GLOBAL UNDERGOUND MINING LLC P.O. Box 504794 St. Louis MO 63150-4794 KenAmerican Resources, Inc. 46226 National Road St. Clairsville OH 43950 Montgomery County Courthouse Square, Room 101 Hillsboro IL 62049 12/10/2019 2/24/2020 2/24/2020 12/31/2015 7/1/2017 8/1/2012 7/1/2017 12/22/2004 Surety Bond - Illinois Department of Natural Resources Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals Surety Bond - Illinois Department of Natural Resources, Office of Mines and Minerals Marketing Agreement Procurement Contract Procurement Contract Rebate Agreement Land Agreement N/A Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 79 of 117 6/30/2020 2/1/2021 6/30/2020 12/31/2025 2/24/2021 2/24/2021 12/10/2020 12/10/2020 Doc 409 4 of 5 12/10/2019 Surety Bond - Illinois Department of Natural Resources Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Case 20-41308 Main Document Contract Counterparty Name, Mailing Address Murray Energy Corporation 46226 National Road St. Clairsville OH 43950 Norfolk Southern Railway 110 Franklin Road Roanoke VA 24042-0026 The Harrison County Coal Company 46226 National Road St. Clairsville OH 43950 The Marion County Coal Company 46226 National Road St. Clairsville OH 43950 The Marshall County Coal Company 46226 National Road St. Clairsville OH 43950 The Monongalia County Coal Company 46226 National Road St. Clairsville OH 43950 The Ohio County Coal Company 46226 National Road St. Clairsville OH 43950 UtahAmerican Energy, Inc. 46226 National Road St. Clairsville OH 43950 WPP LLC % Jay Perry 5260 Irwin Road Huntington WV 25705 1/1/2012 7/1/2017 7/1/2017 7/1/2017 7/1/2017 7/1/2017 7/1/2017 1/27/2009 Transportation Contract Rebate Agreement Rebate Agreement Rebate Agreement Rebate Agreement Rebate Agreement Rebate Agreement Land Agreement Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 80 of 117 1/27/2029 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2020 12/31/2021 6/30/2020 Doc 409 5 of 5 7/1/2017 Rebate Agreement Description of Contract or Lease and Nature Date of Contract or Remaining of Debtor's Interest Lease Term In re Hillsboro Energy LLC Case No. 20-41328 Schedule G: Executory Contracts and Unexpired Leases Case 20-41308 Main Document Case 20-41308 Doc 409 Fill in this information to identify the case: Debtor name Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 81 of 117 Main Document Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 206H Schedule H: Your Codebtors 12/15 Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the Additional Page to this page. 1. Do you have any codebtors? „ No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form. † Yes 2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2. Column 1: Codebtor Column 2: Creditor Name Mailing Address Name 2.1 †D † E/F †G Street City State Zip Code 2.2 †D † E/F †G Street City State Zip Code 2.3 †D † E/F †G Street City State Zip Code 2.4 †D † E/F †G Street City Official Form 206H Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Check all schedules that apply: State Zip Code Schedule H: Your Codebtors Page 1 of 1 Best Case Bankruptcy Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 82 of 117 Main Document 81,7(' 67$7(6 %$1.5837&< &2857 ($67(51 ',675,&7 2) 0,66285, ($67(51 ',9,6,21 ,Q UH )25(6,*+7 (1(5*< /3 et al. 'HEWRUV &KDSWHU &DVH 1R -RLQWO\ $GPLQLVWHUHG STATEMENT OF FINANCIAL AFFAIRS FOR HILLSBORO ENERGY LLC (CASE NO. 20-41328) 7KH 'HEWRUV LQ WKHVH FDVHV DUH HDFK LQFRUSRUDWHG RU RUJDQL]HG LQ WKH VWDWH RI 'HODZDUH DQG DORQJ ZLWK WKH ODVW IRXU GLJLWV RI HDFK 'HEWRU¶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¶ FRUSRUDWH KHDGTXDUWHUV LV 2QH 0HWURSROLWDQ 6TXDUH 1RUWK %URDGZD\ 6XLWH 6W /RXLV 0LVVRXUL Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 83 of 117 Main Document UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In re: FORESIGHT ENERGY LP, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 20-41308-659 (Jointly Administered) GLOBAL NOTES, METHODOLOGY, AND SPECIFIC DISCLOSURE REGARDING THE DEBTORS’ SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS INTRODUCTION Foresight Energy LP (“Foresight”) and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”), with the assistance of their advisors, have filed their respective Schedules of Assets and Liabilities (the “Schedules”) and Statements of Financial Affairs (the “Statements,” and together with the Schedules the “Schedules and Statements”) with the United States Bankruptcy Court for the District of Eastern Missouri (the “Bankruptcy Court”), pursuant to section 521 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), and Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). These Global Notes, Methodology, and Specific Disclosures Regarding the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Global Notes”) pertain to, are incorporated by reference in, and comprise an integral part of all of the Debtors’ Schedules and Statements. The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statements. The Schedules and Statements do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), nor are they intended to be fully reconciled with the financial statements of each Debtor. Additionally, the Schedules and Statements contain unaudited information that is subject to further review, potential adjustment, and reflect the Debtors’ commercially reasonable efforts to report the assets and liabilities of each Debtor on an unconsolidated basis. The Debtors and their agents, attorneys, and financial advisors do not guarantee or warrant the accuracy or completeness of the data that is provided herein and shall not be liable for any loss or injury arising out of or caused in whole or in part by the acts, errors, or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information contained herein. While commercially reasonable efforts have been made to provide accurate and complete information herein, inadvertent errors or omissions may exist. The Debtors and their agents, attorneys, and financial advisors expressly do not undertake any obligation to update, modify, revise, or re-categorize the information provided 1 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 84 of 117 Main Document herein, or to notify any third party should the information be updated, modified, revised, or recategorized. In no event shall the Debtors or their agents, attorneys, and financial advisors be liable to any third party for any direct, indirect, incidental, consequential, or special damages (including, but not limited to, damages arising from the disallowance of a potential claim against the Debtors or damages to business reputation, lost business or lost profits), whether foreseeable or not and however caused, even if the Debtors or their agents, attorneys, and financial advisors are advised of the possibility of such damages. Mr. Robert D. Moore, the Debtors’ President and Chief Executive Officer, has signed each of the Schedules and Statements. Mr. Moore is an authorized signatory for each of the Debtors. In reviewing and signing the Schedules and Statements, Mr. Moore necessarily has relied upon the efforts, statements, and representations of various personnel employed by the Debtors and their advisors. Mr. Moore has not (and could not have) personally verified the accuracy of each statement and representation contained in the Schedules and Statements, including statements and representations concerning amounts owed to creditors, classification of such amounts, and creditor addresses. GLOBAL NOTES AND OVERVIEW OF METHODOLOGY 1. Reservation of Rights. Reasonable efforts have been made to prepare and file complete and accurate Schedules and Statements; however, inadvertent errors or omissions may exist. The Debtors reserve all rights to (i) amend or supplement the Schedules and Statements from time to time, in all respects, as may be necessary or appropriate, including, without limitation, the right to amend the Schedules and Statements with respect to any and all claim descriptions, designations, or Debtor(s) against which the is asserted; (ii) dispute or otherwise assert offsets or defenses to any claim reflected in the Schedules and Statements as to amount, liability, priority, status, or classification; (iii) subsequently designate any claim as “disputed,” “contingent,” or “unliquidated;” or object to the extent, validity, enforceability, priority or avoidability of any claim. Any failure to designate a claim in the Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by the Debtors that such claim or amount is not “disputed,” “contingent,” or “unliquidated.” Listing a claim does not constitute an admission of liability by the Debtor against which the claim is listed or against any of the Debtors. Furthermore, nothing contained in the Schedules and Statements shall constitute a waiver of rights with respect to the Debtors’ chapter 11 cases, including, without limitation, issues involving claims, substantive consolidation, defenses, equitable subordination, and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. Any specific reservation or rights contained elsewhere in the Global Notes does not limit in any respect the general reservation of rights contained in this paragraph. Notwithstanding the foregoing, the Debtors shall not be required to update the Schedules and Statements. Nothing in the Schedules or Statements is intended to, shall be construed as, or shall have the effect of, modifying, changing, or otherwise affecting the Final Order Authorizing the Debtors to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying the 2 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 85 of 117 Main Document Automatic Stay; and (IV) Scheduling Final Hearing; and (VI) Granting Related Relief [Docket No. pending] (the “Final DIP Order”) or any amendments, modifications, or other orders related to the same. 2. Description of Cases and “As Of” Information Date. On March 10, 2020 (the “Petition Date”), the Debtors each filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. On March 11, 2020, the Bankruptcy Court entered the Order Authorizing Joint Administration of Chapter 11 Cases [Docket No. 86]. Notwithstanding the joint administration of the Debtors’ cases for procedural purposes, each Debtor has filed its own Schedules and Statements. The asset information provided herein represents the asset data of the Debtors as of the close of business on January 31, 2020, except as otherwise noted. The liability information provided herein represents the liability data of the Debtors as of the Petition Date, except as otherwise noted. 3. Net Book Value of Assets. Unless otherwise indicated, the Debtors’ Schedules and Statements reflect net book values as of the Petition Date. The book values of certain assets may materially differ from their fair market values. For the avoidance of doubt, nothing contained in the Schedules and Statements is indicative of the Debtors’ enterprise value or to determine what a third party might be willing to pay in connection with any asset disposition. For financial reporting purposes, Foresight prepares consolidated financial statements. These consolidated financial statements are filed with the Securities and Exchange Commission (the “SEC”) and are audited annually. Unlike the consolidated financial statements, these Schedules and Statements, except as indicated herein, reflect the assets and liabilities of each Debtor, including intercompany accounts which would be eliminated in Foresight’s consolidated financial statements. Accordingly, combining the assets and claims set forth in the Schedules and Statements of the Debtors would result in amounts that would be substantially different from financial information for Foresight and its respective consolidated subsidiaries that would be prepared under GAAP. Therefore, these Schedules and Statements do not purport to represent financial statements prepared in accordance with GAAP, nor are they intended to reconcile to the financial statements filed by Foresight Peak with the SEC. Book values of assets prepared in accordance with GAAP generally do not reflect the current performance of the assets and may differ materially from the actual value and/or performance of the underlying assets. Additionally, because the book values of assets may materially differ from their fair market values, some assets are listed as undetermined amounts as of January 31, 2020. Furthermore, assets that have been fully depreciated or 3 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 86 of 117 Main Document fully amortized, or were expensed for GAAP accounting purposes, have no net book value and are, therefore, not included in the Schedules and Statements 4. Estimates and Assumptions. The preparation of the Schedules and Statements required the Debtors to make certain estimates and assumptions that affected the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ materially from these estimates. 5. Recharacterization. Notwithstanding the Debtors’ reasonable efforts to properly characterize, classify, categorize, or designate certain claims, assets, executory contracts, unexpired leases, and other items reported in the Schedules and Statements, the Debtors may nevertheless have improperly characterized, classified, categorized, designated, or omitted certain items due to the complexity and size of the Debtors’ businesses. Accordingly, the Debtors reserve their rights to recharacterize, reclassify, recategorize, redesignate, add, or delete items reported in the Schedules and Statements at a later time as is necessary or appropriate 6. Liabilities. The Debtors have sought to allocate liabilities between the prepetition and postpetition periods based on the information and research conducted in connection with the preparation of the Schedules and Statements. As additional information becomes available the allocation of liabilities between the prepetition and postpetition periods may change. Accordingly, the Debtors reserve all of their rights to amend, supplement, or otherwise modify the Schedules and Statements as is necessary or appropriate. The liabilities listed on the Schedules do not reflect a complete analysis of claims under section 503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute or challenge the validity of any asserted claims under section 503(b)(9) of the Bankruptcy Code or the characterization of the structure of any such transaction or any document or instrument related to any creditor’s claim. 7. Excluded Assets and Liabilities. The Debtors have excluded certain categories of assets and liabilities from the Schedules and Statements, including, without limitation, goodwill, accrued salaries, employee benefit accruals, tax accruals, asset retirement obligations, and assets with a net book value of zero. For confidentiality reasons, the Debtors have not listed individual customer accounts receivable information. Total accounts receivable information for each Debtor has been listed as of January 31, 2020. In addition, certain immaterial assets and liabilities may have been excluded. 8. Insiders. Persons listed as “insiders” have been included for informational purposes only and including them in the Schedules and Statements shall not constitute an admission by the Debtors that those persons are insiders for purposes of section 101(31) of the Bankruptcy Code. Moreover, the Debtors do not take any position with respect to: (a) any insider’s influence over the control of the Debtors; (b) the management responsibilities or functions of any such insider; (c) the decision making or corporate authority of any such insider; or (d) whether the Debtors or any such insider could successfully argue that he or 4 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 87 of 117 Main Document she is not an “insider” under applicable law or with respect to any theories of liability or for any other purpose. 9. Intellectual Property Rights. Exclusion of certain intellectual property shall not be construed as an admission that such intellectual property rights have been abandoned, terminated, assigned, expired by their terms, or otherwise transferred pursuant to a sale, acquisition, or other transaction. 10. Umbrella Agreements. Certain contracts and leases listed in the Schedules and Statements may be umbrella or master agreements that cover relationships with some or all of the Debtors. Where relevant, such agreements have been listed in the Schedules and Statements of the Debtor entity that signed the original umbrella or master agreement. Other Debtors, however, may be liable together with such Debtor on account of such agreements and the Debtors reserve all rights to amend the Schedules and Statements to reflect changes regarding the liability of the Debtors with respect to such agreements, if appropriate. 11. Guarantees. The Debtors have made reasonable efforts to locate and identify guarantees and other secondary liability claims (collectively, the “Guarantees”) in each of the executory contracts, unexpired leases, secured financings, debt instruments and other such agreements to which any Debtor is a party. Where Guarantees have been identified, they have been included in the relevant Schedule for the Debtor or Debtors affected by such Guarantees. The Debtors have placed the Guarantees on Schedule H for both the primary obligor and the guarantor of the relevant obligation. It is possible that certain Guarantees embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments and other such agreements may have been inadvertently omitted. The Debtors reserve their rights to amend the Schedules to the extent additional Guarantees are identified or such Guarantees are discovered to have expired or be unenforceable. Additionally, failure to list any Guarantees in the Schedules and Statements, including in any future amendments to the Schedules and Statements, shall not affect the enforceability of any Guarantees not listed. 12. Duplication. Certain of the Debtors’ assets, liabilities, and prepetition payments may properly be disclosed in multiple parts of the Statements and Schedules. To the extent these disclosures would be duplicative, the Debtors have determined to only list such assets, liabilities, and prepetition payments once. 13. Claims Description. Schedules D and E/F permit each of the Debtors to designate a claim as “disputed,” “contingent,” and/or “unliquidated.” Any failure to designate a claim on a given Debtor’s Schedules and Statements as “disputed,” “contingent,” or “unliquidated” does not constitute an admission by that Debtor that such amount is not “disputed,” “contingent,” or “unliquidated,” or that such claim is not subject to objection. The Debtors reserve all of their rights to dispute, or assert offsets or defenses to, any claim reflected on their respective Schedules and Statements on any grounds, including liability or 5 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 88 of 117 Main Document classification. Additionally, the Debtors expressly reserve all of their rights to subsequently designate such claims as “disputed,” “contingent” or “unliquidated.” 14. Causes of Action. Despite their commercially reasonable efforts to identify all known assets, the Debtors may not have listed all of their causes of action or potential causes of action against third-parties as assets in the Schedules and Statements, including, without limitation, causes of actions arising under chapter 5 of the Bankruptcy Code and any other relevant non-bankruptcy laws to recover assets or avoid transfers. The Debtors reserve all of their rights with respect to any cause of action (including avoidance actions), controversy, right of setoff, cross claim, counterclaim, or recoupment and any claim on contracts or for breaches of duties imposed by law or in equity, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, power, privilege, license, and franchise of any kind or character whatsoever, known, unknown, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law (collectively, “Causes of Action”) they may have, and neither these Global Notes nor the Schedules and Statements shall be deemed a waiver of any claims or Causes of Action or in any way prejudice or impair the assertion of such claims or Causes of Action. 15. Summary of Significant Reporting Policies. The following is a summary of significant reporting policies: x Undetermined Amounts. The description of an amount as “unknown,” “TBD” or “undetermined” is not intended to reflect upon the materiality of such amount. x Totals. All totals that are included in the Schedules and Statements represent totals of all known amounts. To the extent there are unknown or undetermined amounts, the actual total may be different than the listed total. x Paid Claims. The Debtors were authorized to pay certain outstanding prepetition claims pursuant to various orders entered by the Bankruptcy Court. To the extent the Debtors pay any of the claims listed in the Schedules and Statements pursuant to any orders entered by the Bankruptcy Court, the Debtors reserve all of their rights to amend or supplement the Schedules and Statements or take other action as is necessary or appropriate to avoid over-payment of or duplicate payments for any such liabilities. x Liens. Property and equipment listed in the Schedules and Statements are presented without consideration of any liens that may attach (or have attached) to such property and equipment. 16. Currency. Unless otherwise indicated, all amounts are reflected in U.S. dollars. 17. Intercompany Payables and Receivables. The Debtors routinely engage in intercompany transactions with other Debtor and affiliates. Intercompany receivable 6 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 89 of 117 Main Document account balances are shown in Schedule A/B and intercompany liabilities are shown in Schedule E/F. x As described more fully in the Motion Re: Entry of Interim and Final Orders (A) Authorizing Continued Use of the Debtors' Existing Cash Management System; (B) Authorizing Use of Existing Bank Accounts and Business Forms; (C) Granting a Limited Waiver of Requirements of Section 345(b) of the Bankruptcy Code; (D) Authorizing Continuation of Ordinary Course Intercompany Transactions; (E) Granting Administrative Expense Priority Status to Postpetition Intercompany Claims; and (F) Granting Related Relief [Docket No. 4] (the “Cash Management Motion”), the Debtors use a centralized cash management system to streamline collection, transfer, and disbursement of funds generated by the Debtors’ business operations. Certain receivables are collected by Debtor subsidiaries of Foresight and sent to a concentration account held by Debtor Foresight Energy, LLC. The concentration funds certain other Debtor bank accounts where Payables are paid on behalf of the Debtors in the ordinary course of business. The Debtors record in their books and records any receipts and/or disbursements made on behalf of Debtors as intercompany balances. The listing by the Debtors of any account between a Debtor and another Debtor is a statement of what appears in a particular Debtor’s books and records and does not reflect any admission or conclusion of the Debtors regarding the allowance, classification, characterization, validity, or priority of such account. The Debtors reserve all rights to recharacterize, reprioritize, reclassify, recategorize or redesignate intercompany accounts reported in the Schedules and Statements. 18. Inventories, Property and Equipment. Inventories consist of materials and supplies and coal inventory. These inventories are valued at the lower of cost or market. Coal inventory costs include labor, supplies, equipment depreciation, depletion of mineral reserves, operating overhead and transportation costs incurred prior to the transfer of title to customers. Property, plant, equipment and mine development are recorded at cost or at fair value at the date of acquisition in the case of acquired businesses. Property, plant, and equipment are aggregated in the Debtors’ books and records and cannot be segregated easily into the categories required by the Schedules and Statements. All inventories, as well as all property and equipment, are presented without consideration of any statutory or consensual liens. 19. Mineral Right, Land and Land Rights. The Debtors control an estimated 2.1 billion tons of proven and probable coal reserves located in the Illinois Basin. The aggregate book value of owned and leased coal reserves is $1.3 billion as of January 31, 2020. The Debtors have not analyzed the current market value of their owned or leased coal reserves. Except where otherwise noted, the Debtors have reported the book value of all owned pieces of real property, including leased coal reserves, in Schedule A/B. Certain unexpired coal reserve leases of the Debtors as of the Petition Date that may constitute executory contracts or unexpired leases within the meaning of section 365 of the Bankruptcy Code are also included in Schedule G, and to the extent that there was an amount outstanding under a coal reserve lease, such as royalties payable, as of the Petition Date, the amount owed to the lessor of the coal reserves has been listed on Schedule E/F. 7 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 90 of 117 Main Document 20. Other Leases. The Debtors lease equipment and facilities under various capital and operating lease agreements. These equipment and facilities leases are reported on Schedule G of each applicable Debtor, and to the extent that there was an amount outstanding under any of these leases as of the Petition Date, the amount owed to the applicable lessor has been listed on Schedule E/F of each applicable Debtor. 21. Effect of “First Day” Orders. The Bankruptcy Court has authorized the Debtors to pay various outstanding prepetition claims including certain payments to employees, critical vendors, lien holders and taxing authorities. Where the Schedules and Statements list creditors and set forth the Debtors’ scheduled amount of such claims, such scheduled amounts reflect amounts owed as of the Petition Date, adjusted for any postpetition payments made as of March 29, 2020 on account of such claims pursuant to the authority granted to the Debtors by the Bankruptcy Court. To the extent any further adjustments are necessary for any additional postpetition payments made after March 29, 2020 on account of such claims pursuant to the authority granted to the Debtors by the Bankruptcy Court, such adjustments have not been included in the Schedules and Statements unless otherwise noted on the applicable Schedule or Statement. Estimates of claims set forth in the Schedules and Statements may not reflect assertions by the Debtors’ creditors of a right to have such claims paid or reclassified under the Bankruptcy Code or orders of the Bankruptcy Court. 22. Setoffs. The Debtors periodically incur certain setoffs in the ordinary course of business. Setoffs in the ordinary course can result from various items including, but not limited to, pricing discrepancies, returns, warranties, refunds, negotiations and/or disputes between Debtors and their customers regarding regulatory or governmental impositions costs incurred by Debtors, and other disputes between the Debtors and their customers and/or suppliers. These normal setoffs are consistent with the ordinary course of business in the Debtors’ industry and can be particularly voluminous, making it unduly burdensome and costly for the Debtors to list such ordinary course setoffs. Therefore, although such setoffs and other similar rights may have been accounted for when scheduling certain amounts, these ordinary course setoffs are not independently accounted for, and as such, are or may be excluded from the Debtors’ Schedules and Statements. 23. Confidentiality. There are instances within the Schedules and Statements where names, addresses or amounts have been left blank. Due to the nature of an agreement between the Debtors and a third party, concerns of confidentiality, or concerns for the privacy of an individual, the Debtors may have deemed it appropriate and necessary to avoid listing such names, addresses, and amounts. 24. Global Notes Control. In the event that the Schedules and Statements differ from these Global Notes, the Global Notes shall control. SPECIFIC DISCLOSURES WITH RESPECT TO THE DEBTORS’ SCHEDULES Schedules Summary. Except as otherwise noted, the asset information provided herein represents the asset data of the Debtors as of January 31, 2020, and liability information provided herein represents the liability data of the Debtors as of the Petition Date. 8 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 91 of 117 Main Document For financial reporting purposes, the Debtors ordinarily prepare consolidated financial statements. Unlike the consolidated financial statements, the Schedules reflect the assets and liabilities of each Debtor on a nonconsolidated basis, except where otherwise indicated. Accordingly, the totals listed in the Schedules will likely differ, at times materially, from the consolidated financial reports prepared by the Debtors for financial reporting purposes or otherwise. The Schedules do not purport to represent financial statements prepared in accordance with GAAP, nor are they intended to be fully reconciled with the financial statements of each Debtor. Additionally, the Schedules contain unaudited information that is subject to further review and potential adjustment and reflect the Debtors’ reasonable best efforts to report the assets and liabilities of each Debtor on an unconsolidated basis. Moreover, given, among other things, the uncertainty surrounding the collection and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a Debtor shows more assets than liabilities, this is not an admission that the Debtor was solvent as of the Petition Date or at any time before the Petition Date. Likewise, to the extent a Debtor shows more liabilities than assets, this is not an admission that the Debtor was insolvent as of the Petition Date or at any time before the Petition Date. As part of their financial statement due diligence process, the Debtors, from time to time, analyze the book values of their assets to determine, with respect to any of their assets, whether all or part of an asset value would be impaired in accordance with GAAP. The Debtors have recently experienced significant write-offs of book values of certain assets, sometimes reducing book values of such assets to zero, due to the declining coal market in which the Debtors operate. Where book values of assets have been reduced to zero, such assets have not been included in the Schedules. Schedule A/B, Parts 1 and 2 – Cash and Cash Equivalents; Deposits and Prepayments. Details with respect to the Debtors’ cash management system and bank accounts are provided in the Debtors’ Cash Management Motion and the final order of the Bankruptcy Court granting the Cash Management Motion [Docket No. 4]. Schedule A/B, Part 9 – Real Property. For those Debtors that own real property, such owned real estate is reported, except where otherwise noted, at book value. The Debtors may have listed certain assets as real property when such assets are in fact personal property, or the Debtors may have listed certain assets as personal property when such assets are in fact real property. Buildings and land improvements are listed on Schedule A/B, Part 9, independent of whether the real property to which the building or land improvement is connected is Debtor-owned property. The Debtors reserve all of their rights to recategorize and/or recharacterize such assets holdings to the extent the Debtors determine that such holdings were improperly listed. Schedule A/B, Part 11 – All Other Assets. Dollar amounts are presented net of impairments and other adjustments. In the ordinary course of their businesses, the Debtors may have accrued, or may subsequently accrue, certain rights to counter-claims, cross-claims, setoffs, credits, rebates, or refunds with their customers and suppliers, or potential warranty claims against their suppliers. Additionally, certain of the Debtors may be party to pending litigation in which such Debtor has asserted, or may assert, 9 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 92 of 117 Main Document claims as a plaintiff or counter-claims and/or cross-claims as defendant. Because such claims are unknown to the Debtors and not quantifiable as of the Petition Date, they are not listed on Schedule A/B, Part 11. Schedule D – Creditors Who Have Claims Secured by Property. Except as otherwise agreed pursuant to a stipulation, agreed order, or general order entered by the Bankruptcy Court, the Debtors reserve their right to dispute or challenge the validity, perfection, or immunity from avoidance of any lien purported to be granted or perfected in any specific asset to a secured creditor listed on Schedule D of any Debtor. Moreover, although the Debtors may have scheduled claims of various creditors as secured claims, the Debtors reserve their right to dispute or challenge the secured nature of any such creditor’s claim or the characterization of the structure of any such transaction or any document or instrument (including any intercompany agreement) related to such creditor’s claim. In certain circumstances, a Debtor may be a co-obligor or guarantor with respect to the scheduled claims of other Debtors, and no claim set forth on Schedule D of any Debtor is intended to acknowledge claims of creditors that are otherwise satisfied or discharged by other entities. The descriptions provided on Schedule D are intended only as a summary. Reference to the applicable loan agreements and related documents is necessary for a complete description of the collateral and the nature, extent and priority of any liens. Nothing in Schedule D and/or the Global Notes shall be deemed a modification or interpretation of the terms of such agreements. Except as specifically stated herein, utility companies and other parties that may hold security deposits have not been listed on Schedule D. The Debtors reserve all of their rights, claims and causes of action with respect to claims associated with any contracts and agreements listed on Schedule D or Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument (including any intercompany agreement) related to a creditor’s claim. Nothing herein shall be construed as an admission by the Debtors of the legal rights of the claimant or a waiver of the Debtors’ right to recharacterize or reclassify such claim or contract. The Debtors have not included on Schedule D parties that may believe such claims are secured through setoff rights or inchoate statutory lien rights. Although there are multiple parties that hold a portion of the debt included in the secured facilities, only the administrative agents have been listed for purposes of Schedule D. As of the Petition Date, Debtor Foresight Energy LLC was the borrower, and certain of the other Debtors were the guarantors, for a first lien secured revolving credit and a first lien secured term loan (shown on Schedule D). Debtors Foresight Energy LLC and Foresight Energy Finance Corporation were co-issuers for the second lien bond indentures (shown on Schedule F). In total, first and second lien facilities, totaled approximately $1.4 billion outstanding as of the Petition Date. Foresight has requested postpetition financing pursuant to the Cash Collateral Motion (I) Authorizing the Debtors to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Prepetition Secured Parties; (III) Modifying the 10 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 93 of 117 Main Document Automatic Stay; and (IV) Scheduling Final Hearing; and (VI) Granting Related Relief [Docket No. 29] (Interim and Final Orders are pending) consisting of a loan facility in the aggregate principal amount of approximately $175 million, including the prepetition $75 million in loan rollup of the first lien revolving credit facility (the “DIP Facility”). All of the other Debtors guarantee Foresight’s obligations under the DIP Facility. The claim amount listed for both secured and unsecured notes in Schedule D, and in Schedule E/F, includes principal and interest as of the Petition Date. Schedule E/F, Part 1 – Creditors With Priority Unsecured Claims. Pursuant to the Final Order (A) Authorizing the Payment of Prepetition Taxes and Fees and (B) Granting Related Relief [Docket No. 246] (the “Final Taxes Order”), the Debtors have been granted the authority to pay certain tax liabilities that accrued prepetition. Accordingly, any priority unsecured claim based upon prepetition tax accruals that have been paid pursuant to the Final Taxes Order are not listed on Schedule E/F. Certain of the tax claims may be subject to on-going audits, and the Debtors are otherwise unable to determine with certainty the amount of many, if not all, of the tax claims listed on Schedule E/F. Therefore, the Debtors have listed all such claims as undetermined in amount, pending final resolution of on-going audits or outstanding issues. The Debtors believe that all of the employee claims entitled to priority under the Bankruptcy Code were or will be paid pursuant to the Interim Order (A) Authorizing the Debtors to Pay Prepetition Wages and Workforce Obligations, (B)Authorizing Debtors to Maintain Workforce Programs and Pay Related Obligations, and (C) Granting Related Relief [Docket No. 88]. Accordingly, no employee-related claims by and against the Debtors for prepetition amounts due have been included in Schedule E/F. The listing of a claim on Schedule E/F, Part 1, does not constitute an admission by the Debtors that such claim or any portion thereof is entitled to priority status. Schedule E/F, Part 2 – Creditors With Non-Priority Unsecured Claims. The Debtors have made reasonable efforts to report all general unsecured claims against the Debtors on Schedule E/F, Part 2 based upon the Debtors’ existing books and records. The claims of individual creditors for among other things, products, goods, or services are listed as either the lower of the amounts invoiced by the creditor or the amounts entered on the Debtors’ books and records, and may not reflect credits or allowances due from such creditors to the Debtors. The Debtors reserve all rights with respect to any such credits and allowances including the right to assert claims objections and/or setoffs. The claims listed on Schedule E/F, Part 2, arose or were incurred on various dates. In certain instances, the date on which a claim arose is an open issue of fact. While commercially reasonable efforts have been made, determining the date upon which each claim in Schedule E/F was incurred or arose would be unduly burdensome and cost prohibitive and, therefore, the Debtors do not list a date for every claim listed on Schedule E/F. Schedule E/F, Part 2, reflects certain prepetition amounts owing to counterparties to executory contracts and unexpired leases. Such prepetition amounts, however, may be paid in connection with the assumption or assumption and assignment of an executory contract or unexpired lease. 11 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 94 of 117 Main Document In addition, Schedule E/F, Part 2, does not include all claims that may arise in connection with the rejection of any executory contracts and unexpired leases that may be or have been rejected. Schedule E/F, Part 2, does not include certain deferred charges, deferred liabilities, accruals or general reserves. Such amounts are general estimates of liabilities and do not represent specific claims as of the Petition Date; however, they are reflected on the Debtors’ books and records as required in accordance with GAAP. Schedule E/F contains information regarding pending litigation involving the Debtors. In certain instances, the Debtor that is subject of the litigation is uncertain or undetermined. Where the named defendant is “Foresight” plus “et al.,” the Debtors have listed such claim on Schedule E/F of Foresight. However, to the extent that litigation involving a particular Debtor has been identified, information regarding that litigation is contained in Schedule E/F for that Debtor. The amounts for these potential claims are listed as “undetermined” and are marked as contingent, unliquidated, and disputed in the Schedules and Statements. Schedule G – Executory Contracts and Unexpired Leases. The businesses of the Debtors are complex. Although the Debtors’ existing books, records, financial systems, and contracts management systems have been relied upon to identify and schedule executory contracts for each of the Debtors and reasonable efforts have been made to ensure the accuracy of Schedule G, inadvertent errors, omissions, or overinclusion may have occurred. The Debtors reserve all of their rights to dispute the validity, status or enforceability of any contracts, agreements, or leases set forth on Schedule G and to amend or supplement such Schedule, as necessary. The contracts, agreements, and leases listed on Schedule G may have expired or may have been modified, amended, or supplemented from time to time by various amendments, restatements, waivers, estoppels, certificates, letters, memoranda and other documents, instruments and agreements that may not be listed on Schedule G, despite the Debtors’ use of reasonable efforts to identify such documents. In some cases, the same supplier or provider appears multiple times on Schedule G. This multiple listing is intended to reflect distinct agreements between the applicable Debtor and such supplier or provider. Certain of the real property leases listed on Schedule G may contain renewal options, guarantees of payments, options to purchase, rights of first refusal, rights to lease additional space and other miscellaneous rights. Such rights, powers, duties and obligations are not separately set forth on Schedule G. Certain of the agreements listed on Schedule G may be in the nature of conditional sales agreements or secured financings. The presence of a contract or agreement on Schedule G does not constitute an admission that such contract or agreement is an executory contract or unexpired lease. The Debtors have included only contracts and agreements to which a Debtor is a party. Schedule G does not include contracts or agreements in which payments to third parties were made on any of the Debtors’ behalf for administrative convenience or as a result of the Debtors’ cash management system. The Debtors have included certain interests in real property such as easements, rights of way, and other similar interests on Schedule G. The listing of such real property interests on Schedule G as “executory” does not constitute an admission by a Debtor that any such contract is executory. The Debtors reserve all rights to recategorize and/or recharacterize their interests in such real property at a later date, as necessary. Although not required, because leased coal reserves represent such a significant asset of the Debtors, the Debtors have also included the book value of 12 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 95 of 117 Main Document leased coal reserves in Schedule A/B. The Debtors are continuing their review of all relevant documents and expressly reserve their right to amend all Schedules at a later time as necessary and/or to challenge the classification of any agreement as an executory contract or unexpired lease in any appropriate filing. The Debtors further reserve all of their rights, claims, and causes of action with respect to the contracts and agreements listed on Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document, or instrument (including any intercompany agreement) related to a creditor’s claim. In addition, the Debtors may have entered into various other types of agreements in the ordinary course of business, such as, supplemental agreements, amendments/letter agreements, title agreements, and confidentiality agreements. Such documents may not be set forth on Schedule G. Certain of the contracts, agreements and leases listed on Schedule G may have been entered into by more than one of the Debtors. Further, the specific Debtor obligor to certain of the executory contracts could not be specifically ascertained in every circumstance. In such cases, the Debtors made their best efforts to determine the correct Debtors’ Schedule G on which to list such executory contract or unexpired lease. Certain of the executory contracts may not have been memorialized and could be subject to dispute. Each unexpired lease listed in Schedule G may include one or more ancillary documents, including but not limited to any underlying assignment and assumption agreements, amendments, supplements, full and partial assignments, renewals and partial releases. Executory contracts that are oral in nature, if any, have not been included on Schedule G. Schedule G does not constitute an admission that any such contract or agreement is an executory contract or unexpired lease. The Debtors reserve all of their rights, claims and causes of action with respect to the contracts and agreements listed on Schedule G, including the right to dispute or challenge the characterization or the structure of any transaction, document or instrument. Schedule H – Co-Debtors. In the ordinary course of their business, the Debtors may be involved in pending or threatened litigation and claims arising out of certain ordinary business transactions. These matters may involve multiple plaintiffs and defendants, some or all of whom may assert cross claims and counter-claims against other parties. Due to the volume of such claims, and because all such claims are contingent, unliquidated, and disputed, and listed elsewhere in the Schedules and Statements, such claims have not been set forth individually on Schedule H. Schedule H reflects Guarantees, if any, by various Debtors of obligations of related affiliates. The Debtors may not have identified certain Guarantees that are embedded in the Debtors’ executory contracts, unexpired leases, secured financings, debt instruments and other such agreements. Certain of the Guarantees reflected on Schedule H, if any, may have expired or no longer be enforceable. Thus, the Debtors reserve their rights to amend Schedule H to the extent that additional Guarantees are identified or such Guarantees are discovered to have expired or are unenforceable, or to contest the validity or enforceability of the Guarantees in another filing. Claims of Third-Party Related Entities. Although the Debtors have made every effort to properly classify each claim listed in the Schedules as being either disputed or undisputed, liquidated or unliquidated, and contingent or noncontingent, the Debtors have not been able to fully reconcile all payments made to certain third parties and their related entities on account of the Debtors’ obligations to both such entity and its affiliates. Therefore, to the extent that the Debtors have classified their estimate of claims of a creditor as disputed, all claims of such 13 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 96 of 117 Main Document creditor’s affiliates listed in the Schedules and Statements shall similarly be considered as disputed, whether or not they are designated as such. SPECIFIC DISCLOSURES WITH RESPECT TO THE DEBTORS’ STATEMENTS Statements Summary. As part of their financial statement due diligence process, the Debtors, from time to time, analyze the book values of their assets to determine, with respect to any of their assets, whether all or part of an asset value would be impaired in accordance with GAAP. The Debtors have recently experienced significant write-offs of book values of certain assets, sometimes reducing book values of such assets to zero, due to the declining coal market in which the Debtors operate. Where book values of assets have been reduced to zero, such assets have not been included in these Statements. Statements, Part 1, Question 1 – Gross Revenue From Business. The amount shown for yearto date 2020 is for the period January 1, 2020 to February 29, 2020. Revenue from business for 2019 and 2018 is for the period of January 1 to December 31 of each year. Statements, Part 1, Question 2 – Non-Business Revenue. The Debtors record a non-material amount of certain transactions as other income in their financial records. Such transactions have been included in the response to Statements, Part 1, Question 2. These transactions are not directly related to the sale of coal at the Debtors’ mines, but are related to transloading fees, lease income from affiliates, and royalty income from affiliates. The amount shown for year-to-date 2020 includes non-business revenue for the period of January 1, 2020 to February 29, 2020. Non-business revenue for 2019 and 2018 is for the period of January 1 to December 31 of each year. Statements, Part 2, Question 3 – Payments and Transfers to Certain Creditors Within 90 Days. The dates set forth in the “Dates” column relate to one of the following: (a) the date of a wire transfer; (b) the date of an “ACH” payment; or (c) the check date. In general, disbursements are made through Foresight bank accounts and recorded to the proper entity with the liability through intercompany journal entries. For the purpose of this schedule, all of these payments are shown at the proper Debtor unless otherwise noted in the response of a particular Debtor’s Statements, Part 2, Question 3. In addition to the payments disclosed in response to this Question, the Debtors periodically replenish “petty cash” working accounts held locally by some entities. Disbursements from these working accounts, held by various Debtors, to third party payees are included in this Question but the intercompany replenishment transactions are not. Payments to the Debtors’ insiders, bankruptcy professionals, and intercompany transactions are not included in this Statements, Part 2, Question 3. Additionally, creditors with aggregate 90-day payments below $6,825 are not included in Part 2, Question 3 (11 U.S.C. § 547(c)(9).). Statements, Part 2, Question 4 – Payments to Insiders. For a discussion of insiders of the Debtors, refer to paragraph 8 of these Global Notes. 14 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 97 of 117 Main Document The Debtors are party to a Management Services Agreement with Murray American Coal, Inc., (“Murray”) under which Murray provides the Debtors with a broad array of management and selling and general administrative services. The Debtors pay a flat quarterly fee in exchange for these services. As a result, the employees who would normally be considered as insiders are employed and paid by Murray. The Debtors have no insider employees. The Debtors did make payments to the members of their Board of Directors during the one-year period which are included in this Statements, Part 2, Question 4. In addition to payments made to the Debtors’ Board of Directors, the Debtors made payments to affiliated companies that have either direct or indirect ownership in certain of the Debtors. These affiliated companies fall into two groups, Murray and Foresight Reserves LP (the “Cline Group”). Payments made to the Murray and to the Cline Group controlled companies during the one-year period are included in this Statements, Part 2, Question 4. The payments to “insiders” listed in Statements, Part 2, Question 4 were made by certain Debtors. These payments were not allocated among the subsidiary Debtors, so the list of total payments to each insider is shown for all Debtors. Statements, Part 2, Question 5 – Repossessions, Foreclosures and Returns. The Debtors routinely return damaged, unsatisfactory or out-of-specification raw materials and other goods to vendors in the ordinary course of business. These ordinary course returns have not been listed in this Statements, Part 2, Question 5. Statements, Part 2, Question 6 – Setoffs. For a discussion of setoffs incurred by the Debtors, refer to paragraph 22 of these Global Notes. Statements, Part 3 – Legal Actions or Assignments. There may be pending litigation matters that are believed to have potential recoveries. The actual amount of these litigation matters is contingent on the outcome of the cases. The Debtors routinely participate in administrative actions and appeals with state agencies regarding permits in the ordinary course of their business and they have identified those administrative actions that were pending within one year of the Petition Date. Statements, Part 5 – Certain Losses. Any claims for losses that do not exceed the various deductible amounts for certain casualty insurance policies maintained by the Debtors have been excluded from Statements, Part 5. Statements Part 6 – Certain Payments or Transfers. The Debtors make de minimis sales to third parties for such items including, but not limited to, scrap steel, obsolete parts and supplies, and surplus inventory and equipment. These de minimis sales are not included in this Statements, Part 6. Statements, Part 10 – Off-Premises Storage. The Debtors routinely store parts and supplies inventory as well as parts that are in the process of being repaired on the premises of third-party vendors. Due to insufficient records some of these parts and supplies may not be included in Statements, Part 10. 15 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 98 of 117 Main Document Statements, Part 11 – Property Held for Another. The Debtors withhold or retain certain funds from employees for payment to certain governmental authorities. These funds are held in trust for turnover to the applicable governmental authority. Given that the Debtors do not retain control of such funds and such funds are not considered property of the Debtors’ estates, amounts of such funds have not been listed under Statements, Part 11. In the ordinary course of business, Foresight enters into consignment agreements (the “Consignment Agreements”) on behalf of certain of the Debtors with some of their vendors. Under the Consignment Agreements, the Debtors take possession but not title to various materials and supplies, including parts and components of various mining and mining-related equipment (the “Consigned Assets”). Title to the Consigned Assets does not transfer to the Debtors, and the Debtors are not obligated to pay for the Consigned Assets until the Consigned Assets are placed in service. Consigned Assets have been listed in Statements, Part 11. Statements, Part 12, Questions 22-24 – Details About Environmental Information. The Debtors historically have operated over a substantial period of time in several locations across Illinois and Ohio. At some locations, the Debtors no longer have any active operations and may no longer have relevant records or the records may no longer be complete or reasonably accessible or reviewable. In some cases, statutory document retention periods have passed. Further, some individuals who once possessed responsive information are no longer employed by the Debtors. For all these reasons, it may not be possible to identify and supply the requested information that is responsive to Statements, Part 12, Questions 22-24. The Debtors have devoted substantial internal and external resources to identifying and providing the requested information that is responsive for as many sites and proceedings as reasonably possible. This response does not include sites or proceedings related to non-environmental laws such as occupational safety and health laws or transportation laws. The Debtors are legally required to make routine reports and submissions to regulatory agencies concerning discharges resulting from normal operations consistent with regulatory requirements, such as discharge monitoring reports, toxic release inventory submissions and submissions concerning air emissions. This response in this Statement is limited to identifying circumstances in which governmental agencies have alleged in writing that particular operations of the Debtors are in violation of environmental laws and proceedings that have resulted from alleged violations of environmental laws. Statements Part 13, Question 26 – Books, Records and Financial Statements. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Foresight and its subsidiaries have filed with the SEC reports on Form 8-K, Form 10-Q, and Form 10-K. These SEC filings contain consolidated financial information. Because the SEC filings are of public record, Foresight does not maintain records of the parties that requested or obtained copies of any of the SEC filings from the SEC or Foresight. In addition, Foresight provides certain parties, such as banks, auditors, potential investors, vendors and financial advisors financial statements that may not be part of a public filing. Foresight does not maintain complete lists to track such disclosures. As such, Foresight has not provided lists of these parties in response to Statements Part 13, Question 26c and Question 26d. 16 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 99 of 117 Main Document Statements Part 13, Question 27 – Inventories. The Debtors’ policy concerning the counts of parts and supplies inventory does not include regular periodic counts of the entire inventory, and the last complete count of the entire inventory occurred in December 2019. Instead, cycle counts of portions of inventory are continuously taken. Thus, information concerning parts and supplies inventory counts are not included in the response to Statements Part 13, Question 27. Statements Part 13, Question 30 – Payments, Distributions or Withdrawals to Insiders. The response to Statements Part 13, Question 30 incorporates by reference items listed in the response to Statements Part 2, Question 4. 17 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 100 of 117 Main Document Fill in this information to identify the case: Debtor name Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/19 The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and case number (if known). Part 1: Income 1. Gross revenue from business † None. Identify the beginning and ending dates of the debtor’s fiscal year, which may be a calendar year Sources of revenue Check all that apply From the beginning of the fiscal year to filing date: From 1/01/2020 to † Operating a business For prior year: † Operating a business From 1/01/2019 to 12/31/2019 „ Other „ Other Gross revenue (before deductions and exclusions) $655,846.01 Coal Sales $7,351,666.17 Coal Sales 2. Non-business revenue Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1. † None. Description of sources of revenue From the beginning of the fiscal year to filing date: From 1/01/2020 to Filing Date Part 2: 3rd party rental income Gross revenue from each source (before deductions and exclusions) $20,741.00 List Certain Transfers Made Before Filing for Bankruptcy 3. Certain payments or transfers to creditors within 90 days before filing this case List payments or transfers--including expense reimbursements--to any creditor, other than regular employee compensation, within 90 days before filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) † None. Creditor's Name and Address Official Form 207 Dates Total amount of value Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Reasons for payment or transfer Check all that apply page 1 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 101 of 117 Case number (if known) 20-41328 Creditor's Name and Address 3.1. Dates See SOFA Part 2, Question 3 Attachment Total amount of value $9,372,338.49 Reasons for payment or transfer Check all that apply † Secured debt † Unsecured loan repayments † Suppliers or vendors † Services † Other 4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. (This amount may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31). † None. Insider's name and address Relationship to debtor Dates 4.1. American Equipment & Machine Inc 46226 National Road Saint Clairsville, OH 43950 Affiliate 3/6/2020 $30,300.00 Mine Supplies and Repairs 4.2. American Equipment & Machine Inc 46226 National Road Saint Clairsville, OH 43950 Affiliate 2/28/2020 $24,699.52 Mine Supplies and Repairs 4.3. Ashbrook Ag Group LLC 1 N Old State Capital Plaza Springfield, IL 62701 Affiliate 11/22/2019 $19,898.59 Subsidence Mitigation/Crop Loss 4.4. Ashbrook Ag Group LLC 1 N Old State Capital Plaza Springfield, IL 62701 Affiliate 6/7/2019 $19,898.59 Subsidence Mitigation/Crop Loss 4.5. Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 10/11/2019 4.6. Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 9/20/2019 4.7. Colt LLC 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 6/7/2019 4.8. Monvalley Vulcanizing Inc 46226 National Road West Saint Clairsville, OH 43950 Affiliate 11/1/2019 Official Form 207 Total amount of value $4,632.56 Royalties and Property Tx reimbursements $165,165.32 Royalties and Property Tx reimbursements $381.74 Royalties and Property Tx reimbursements $16,244.88 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com Reasons for payment or transfer Mine Supplies and Repairs page 2 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 102 of 117 Case number (if known) 20-41328 Insider's name and address Relationship to debtor Dates 4.9. 10/21/2019 $14,726.44 Mine Supplies and Repairs 8/30/2019 $27,486.35 Mine Supplies and Repairs 5/30/2019 $14,669.76 Mine Supplies and Repairs 2/28/2020 $1,450.00 Leases for various surface property 2/14/2020 $1,450.00 Leases for various surface property 1/10/2020 $2,000.00 Leases for various surface property 11/22/2019 $900.00 Leases for various surface property 11/1/2019 $900.00 Leases for various surface property 10/11/2019 $900.00 Leases for various surface property 9/13/2019 $419.20 Leases for various surface property 9/3/2019 $900.00 Leases for various surface property 8/12/2019 $900.00 Leases for various surface property Monvalley Vulcanizing Inc 46226 National Road West Saint Clairsville, OH 43950 Affiliate 4.10 Monvalley Vulcanizing Inc . 46226 National Road West Total amount of value Reasons for payment or transfer Saint Clairsville, OH 43950 Affiliate 4.11 Monvalley Vulcanizing Inc . 46226 National Road West Saint Clairsville, OH 43950 Affiliate 4.12 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.13 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.14 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.15 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.16 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.17 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.18 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.19 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.20 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 3 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 103 of 117 Case number (if known) 20-41328 Insider's name and address Relationship to debtor Dates Total amount of value Reasons for payment or transfer 4.21 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 7/1/2019 $900.00 Leases for various surface property 5/31/2019 $900.00 Leases for various surface property 4/26/2019 $900.00 Leases for various surface property 3/29/2019 $900.00 Leases for various surface property Palm Beach Gardens, FL 33410 Affiliate 4.22 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.23 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 4.24 New River Royalty LLC . 3825 PGA Blvd., Suite 1101 Palm Beach Gardens, FL 33410 Affiliate 5. Repossessions, foreclosures, and returns List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6. „ None Creditor's name and address Describe of the Property Date Value of property 6. Setoffs List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a debt. „ None Creditor's name and address Part 3: Description of the action creditor took Date action was taken Amount Legal Actions or Assignments 7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved in any capacity—within 1 year before filing this case. † None. 7.1. 7.2. Case title Case number Nature of case Court or agency's name and address Status of case Cory Leitschuh v. Hillsboro Energy LLC; Patton Mining LLC; Foresight Energy LLC; Foresight Energy Services LLC; Coal Field Transport, Inc., No. 3:2015cv00273 Personal injury United States District Court for the Southern District of Illinois „ Federal Insurance Co. v. Hillsboro Energy LLC, et al., No: 2:19-cv-03020 Breach of Contract District Court for the Southern District of Ohio „ Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com † † † † Pending On appeal Concluded Pending On appeal Concluded page 4 Best Case Bankruptcy Case 20-41308 Debtor 7.3. Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 104 of 117 Case number (if known) 20-41328 Case title Case number Nature of case Court or agency's name and address Status of case WPP, LLC v. Hillsboro Energy LLC, No. Case No.: 2015-L-18 Breach of Contract Circuit Court of the Fourth Judicial Circuit Montgomery County † † Pending On appeal „ Concluded 8. Assignments and receivership List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case. „ None Part 4: Certain Gifts and Charitable Contributions 9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of the gifts to that recipient is less than $1,000 „ None Recipient's name and address Part 5: Description of the gifts or contributions Dates given Value Certain Losses 10. All losses from fire, theft, or other casualty within 1 year before filing this case. „ None Description of the property lost and how the loss occurred Amount of payments received for the loss Dates of loss If you have received payments to cover the loss, for example, from insurance, government compensation, or tort liability, list the total received. Value of property lost List unpaid claims on Official Form 106A/B (Schedule A/B: Assets – Real and Personal Property). Part 6: Certain Payments or Transfers 11. Payments related to bankruptcy List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy relief, or filing a bankruptcy case. „ None. Who was paid or who received the transfer? Address If not money, describe any property transferred Dates Total amount or value 12. Self-settled trusts of which the debtor is a beneficiary List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case to a self-settled trust or similar device. Do not include transfers already listed on this statement. „ None. Name of trust or device Describe any property transferred Dates transfers were made Total amount or value 13. Transfers not already listed on this statement List any transfers of money or other property by sale, trade, or any other means made by the debtor or a person acting on behalf of the debtor within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement. Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 5 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 105 of 117 Case number (if known) 20-41328 „ None. Who received transfer? Address Part 7: Description of property transferred or payments received or debts paid in exchange Date transfer was made Total amount or value Previous Locations 14. Previous addresses List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used. „ Does not apply Address Part 8: Dates of occupancy From-To Health Care Bankruptcies 15. Health Care bankruptcies Is the debtor primarily engaged in offering services and facilities for: - diagnosing or treating injury, deformity, or disease, or - providing any surgical, psychiatric, drug treatment, or obstetric care? „ † No. Go to Part 9. Yes. Fill in the information below. Facility name and address Part 9: Nature of the business operation, including type of services the debtor provides If debtor provides meals and housing, number of patients in debtor’s care Personally Identifiable Information 16. Does the debtor collect and retain personally identifiable information of customers? „ † No. Yes. State the nature of the information collected and retained. 17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or profit-sharing plan made available by the debtor as an employee benefit? „ † Part 10: No. Go to Part 10. Yes. Does the debtor serve as plan administrator? Certain Financial Accounts, Safe Deposit Boxes, and Storage Units 18. Closed financial accounts Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold, moved, or transferred? Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses, cooperatives, associations, and other financial institutions. „ None Financial Institution name and Address Last 4 digits of account number Type of account or instrument Date account was closed, sold, moved, or transferred Last balance before closing or transfer 19. Safe deposit boxes List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this case. Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 6 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 106 of 117 Case number (if known) 20-41328 „ None Depository institution name and address Names of anyone with access to it Address Description of the contents Do you still have it? 20. Off-premises storage List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in which the debtor does business. „ None Facility name and address Part 11: Names of anyone with access to it Description of the contents Do you still have it? Property the Debtor Holds or Controls That the Debtor Does Not Own 21. Property held for another List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do not list leased or rented property. † None Owner's name and address Location of the property Describe the property Morgantown Machine & Hydraulics Inc 2608 Smithtown Road Morgantown, WV 26508 Hillsboro Warehouse Consignment inventory Part 12: Value $126,468.96 Details About Environment Information For the purpose of Part 12, the following definitions apply: Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the medium affected (air, land, water, or any other medium). Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly owned, operated, or utilized. Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a similarly harmful substance. Report all notices, releases, and proceedings known, regardless of when they occurred. 22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders. „ † No. Yes. Provide details below. Case title Case number Court or agency name and address Nature of the case Status of case 23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an environmental law? † No. „ Yes. Provide details below. Site name and address Governmental unit name and address Environmental law, if known Date of notice Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.18 2/20/2020 Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 7 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 107 of 117 Case number (if known) 20-41328 Site name and address Governmental unit name and address Environmental law, if known Date of notice Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1774.15 2/11/2019 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.42 1/16/2019 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.42 10/15/2018 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.42 3/3/2017 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.42 9/12/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.21 8/28/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.21 8/5/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.45 8/5/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.21 4/28/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1774.15 2/21/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.42 11/1/2013 Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 8 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 108 of 117 Case number (if known) 20-41328 Site name and address Governmental unit name and address Environmental law, if known Date of notice Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1773.17 2/27/2013 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.45 6/30/2011 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1773.17 2/10/2011 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.43 2/10/2011 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.49 2/10/2011 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1817.49 2/10/2011 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Department of Natural Resources One Natural Resources Way Springfield, IL 62702-1271 Illinois Administrative Code Title 64: 62.1773.17 9/14/2009 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Environmental Protection Agency 1021 N Grand Ave E Springfield, IL 62702-1271 Illinois Procedural & Environmental Rules 1/14/2015 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Environmental Protection Agency 1021 N Grand Ave E Springfield, IL 62702-1271 Illinois Procedural & Environmental Rules: 62.1817.42 1/1/2014 Hillsboro Energy LLC 12051 N. 9th Avenue Hillsboro, IL 62049 Illinois Environmental Protection Agency 1021 N Grand Ave E Springfield, IL 62702-1271 Illinois Procedural & Environmental Rules: 62.1817.42 1/1/2010 Environmental law, if known Date of notice 24. Has the debtor notified any governmental unit of any release of hazardous material? „ † No. Yes. Provide details below. Site name and address Part 13: Governmental unit name and address Details About the Debtor's Business or Connections to Any Business Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 9 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 109 of 117 Case number (if known) 20-41328 25. Other businesses in which the debtor has or has had an interest List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case. Include this information even if already listed in the Schedules. „ None Business name address Describe the nature of the business Employer Identification number Do not include Social Security number or ITIN. Dates business existed 26. Books, records, and financial statements 26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case. † None Name and address Date of service From-To 26a.1. 3/10/2018 - 3/10/2020 Jeremy Harrison 211 N Broadway Ste. 2600 Saint Louis, MO 63102 26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement within 2 years before filing this case. † None Name and address Date of service From-To 26b.1. 3/10/2018 - 3/10/2020 Ernst & Young 5 Times Square New York, NY 10036 26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed. † None Name and address 26c.1. If any books of account and records are unavailable, explain why Jeremy Harrison 211 N Broadway Ste. 2600 Saint Louis, MO 63102 26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial statement within 2 years before filing this case. † None Name and address 26d.1. See Global Notes 27. Inventories Have any inventories of the debtor’s property been taken within 2 years before filing this case? † No „ Yes. Give the details about the two most recent inventories. Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 10 Best Case Bankruptcy Case 20-41308 Debtor Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 110 of 117 Case number (if known) 20-41328 Name of the person who supervised the taking of the inventory 27.1 Robbie Macquire . Date of inventory The dollar amount and basis (cost, market, or other basis) of each inventory 12/19/2019 $2,283,043.00 Name and address of the person who has possession of inventory records Robert Husenits 12182 Filmoree Trail Hillsboro, IL 62049 28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people in control of the debtor at the time of the filing of this case. Name Address Position and nature of any interest % of interest, if any Cody E. Nett 211 North Broadway, Suite 2600 Saint Louis, MO 63102 Corporate Secretary Name Address Position and nature of any interest % of interest, if any Foresight Energy LLC 211 North Broadway, Suite 2600 Saint Louis, MO 63102 Parent Company 100% Name Address Position and nature of any interest % of interest, if any Jeremy J. Harrison 211 North Broadway, Suite 2600 Saint Louis, MO 63102 Chief Accounting Officer Name Address Position and nature of any interest Robert D. Moore 211 North Broadway, Suite 2600 Saint Louis, MO 63102 President & Chief Executive Officer % of interest, if any 29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in control of the debtor, or shareholders in control of the debtor who no longer hold these positions? „ † No Yes. Identify below. 30. Payments, distributions, or withdrawals credited or given to insiders Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses, loans, credits on loans, stock redemptions, and options exercised? † No „ Yes. Identify below. Name and address of recipient Amount of money or description and value of property Dates Reason for providing the value 30.1 See Part 2, Question 4 . Relationship to debtor 31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes? Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 11 Best Case Bankruptcy Case 20-41308 Debtor „ † Doc 409 Hillsboro Energy LLC Filed 04/28/20 Entered 04/28/20 21:29:49 Main Document Pg 111 of 117 Case number (if known) 20-41328 No Yes. Identify below. Name of the parent corporation Employer Identification number of the parent corporation 32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund? „ † No Yes. Identify below. Name of the pension fund Part 14: Employer Identification number of the parent corporation Signature and Declaration WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on April 13, 2020 /s/ Robert D. Moore Robert D. Moore Signature of individual signing on behalf of the debtor Printed name Position or relationship to debtor President & Chief Executive Officer Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached? † No „ Yes Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Software Copyright (c) 1996-2020 Best Case, LLC - www.bestcase.com page 12 Best Case Bankruptcy In re Hillsboro Energy LLC Case No. 20-41328 (KAS) SOFA Part 2, Question 3 - Payments or transfers made to creditors within 90 days preceding commencement of this case Address2 Po Box 4007 Zip 25813-9502 25813-9502 60680-1034 60680-1034 60680-1034 60680-1034 60680-1034 60680-1034 25601 47501 44114-2378 62864 24279 24279 62959 60673-1232 62049 62049 62049 62049 62049 62049 62049 62049 62049 62049 62049 62049 45271-0157 45271-0157 62896 62525-2564 62525-2564 62525-2564 62946 62946 62946-3194 62946-3194 62946-3194 62946-3194 62946-3194 62946-3194 62946-3194 62946-3194 62946-3194 77029 63195-2121 63195-2121 63195-2121 63195-2121 63195-2121 63195-2121 Reasons for payment or transfer Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Dates of Payments 2/7/2020 1/10/2020 2/21/2020 2/14/2020 1/31/2020 1/24/2020 1/10/2020 12/13/2019 2/3/2020 2/20/2020 3/6/2020 3/6/2020 1/17/2020 1/10/2020 2/20/2020 2/7/2020 2/28/2020 2/14/2020 2/14/2020 1/16/2020 1/10/2020 1/10/2020 1/10/2020 12/23/2019 12/23/2019 12/23/2019 12/23/2019 12/13/2019 2/3/2020 1/17/2020 2/3/2020 2/21/2020 1/10/2020 12/30/2019 2/24/2020 2/20/2020 2/20/2020 2/14/2020 2/7/2020 2/7/2020 2/3/2020 2/3/2020 1/9/2020 1/5/2020 12/13/2019 2/3/2020 2/27/2020 2/25/2020 2/14/2020 2/7/2020 2/3/2020 2/3/2020 Main Docum 1 of 5 State WV WV IL IL IL IL IL IL WV IN OH IL VA VA IL IL IL IL IL IL IL IL IL IL IL IL IL IL OH OH IL IL IL IL IL IL IL IL IL IL IL IL IL IL IL TX MO MO MO MO MO MO Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 112 of 117 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 Po Box 556 City Beaver Beaver Chicago Chicago Chicago Chicago Chicago Chicago Logan Washington Cleveland Mt Vernon Pound Pound Marion Chicago Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro Cincinnati Cincinnati West Frankfort Decatur Decatur Decatur Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Harrisburg Houston St Louis St Louis St Louis St Louis St Louis St Louis Doc 409 Address1 124 Philpott Lane 124 Philpott Lane Po Box 88034 Po Box 88034 Po Box 88034 Po Box 88034 Po Box 88034 Po Box 88034 Po Box 26 Po Box 620 200 Public Square #2300 108 S Ninth Street Po Box 827 Po Box 827 13085 Route 37 23261 Network Place 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St 447 S Main St Po Box 710157 Po Box 710157 2853 Ken Gray Blvd Suite 4 Po Box 2564 Po Box 2564 Po Box 2564 1380 Blue Hole Road 1380 Blue Hole Road 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 1400 South Main Street 8123 Hillsboro Po Box 952121 Po Box 952121 Po Box 952121 Po Box 952121 Po Box 952121 Po Box 952121 Case 20-41308 Creditor Name Alliance Consulting Inc Alliance Consulting Inc Ameren Illinois Ameren Illinois Ameren Illinois Ameren Illinois Ameren Illinois Ameren Illinois American Hydraulics & Rebuild Belt Tech Industrial Inc Benesch Friedlander Coplan & Aronof Black Ballard Mcdonald Pc Buchanan Pump Service Buchanan Pump Service C & C Pumps & Supply Inc Certified Laboratories City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro City of Hillsboro Clarke Power Services Inc Clarke Power Services Inc Comtrol-West LLC Consolidated Communications Consolidated Communications Consolidated Communications D & D Customized Electrical D & D Customized Electrical Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Date Mining Supply LLC Diesel Engine & Parts Company Fabick Mining Inc Fabick Mining Inc Fabick Mining Inc Fabick Mining Inc Fabick Mining Inc Fabick Mining Inc Total Amount or value $420.00 $8,764.75 $631.44 $109,493.68 $43.82 $176.87 $81,359.55 $77,606.88 $6,000.00 $36,509.50 $6,457.65 $202.50 $1,350.35 $711.00 $4,561.70 $2,870.00 $10,250.00 $90.06 $5,991.35 $11,117.97 $6,575.79 $103.98 $263.58 $100.14 $308.59 $27.43 $9.09 $14,866.93 $2,069.11 $26,112.35 $26,424.24 $3,240.11 $3,191.92 $3,143.33 $23,727.32 $83,228.18 $2,332.00 $1,000.88 $1,663.89 $5,020.92 $2,475.14 $4,809.78 $958.00 $6,035.50 $210.00 $310,000.00 $5,568.80 $18,076.59 $3,417.89 $40,103.90 $1,048.89 $100,354.19 In re Hillsboro Energy LLC Case No. 20-41328 (KAS) SOFA Part 2, Question 3 - Payments or transfers made to creditors within 90 days preceding commencement of this case Address2 Zip 63195-2121 62959 55987 55987 55987 60094-4515 60094-4515 62966 45274-0407 60694-1735 60694-1735 60694-1735 62049 62049 62049 62049 15438 15438 15438 62931 62931 62931 62864 62864 62864 62864 62864 62864 62056 62056 62056 62056 62069 44406-0369 44406-0369 44406-0369 44406-0369 44406-0369 44406-0369 44406-0369 62794 62794 62794 62524-6007 64121-9236 64121-9236 64121-9236 64121-9236 64121-9236 25707 25707 28260-3800 Reasons for payment or transfer Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Other - Tax related Other - Tax related Other - Tax related Suppliers or vendors Other - Tax related Other - Tax related Other - Tax related Other - Tax related Other - Tax related Suppliers or vendors Suppliers or vendors Suppliers or vendors Dates of Payments 12/13/2019 12/20/2019 2/7/2020 2/7/2020 2/7/2020 2/28/2020 12/30/2019 2/7/2020 2/7/2020 2/14/2020 1/27/2020 1/5/2020 12/13/2019 3/3/2020 2/20/2020 1/10/2020 2/28/2020 2/20/2020 2/3/2020 2/28/2020 2/7/2020 1/17/2020 3/9/2020 2/14/2020 1/31/2020 1/31/2020 1/24/2020 1/10/2020 2/21/2020 2/14/2020 1/10/2020 12/13/2019 2/3/2020 3/6/2020 2/21/2020 2/7/2020 1/27/2020 1/5/2020 12/20/2019 12/13/2019 2/13/2020 1/22/2020 12/20/2019 12/13/2019 2/27/2020 2/14/2020 1/29/2020 1/13/2020 12/31/2019 2/20/2020 2/7/2020 2/3/2020 Main Docum 2 of 5 State MO IL MN MN MN IL IL IL OH IL IL IL IL IL IL IL PA PA PA IL IL IL IL IL IL IL IL IL IL IL IL IL IL OH OH OH OH OH OH OH IL IL IL IL MO MO MO MO MO WV WV NC Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 113 of 117 City St Louis Marion Winona Winona Winona Palatine Palatine Murphysboro Cincinnati Chicago Chicago Chicago Hillsboro Hillsboro Hillsboro Hillsboro Fayette City Fayette City Fayette City Elizabethtown Elizabethtown Elizabethtown Mt Vernon Mt Vernon Mt Vernon Mt Vernon Mt Vernon Mt Vernon Litchfield Litchfield Litchfield Litchfield Mt Olive Canfield Canfield Canfield Canfield Canfield Canfield Canfield Springfield Springfield Springfield Decatur Kansas City Kansas City Kansas City Kansas City Kansas City Huntington Huntington Charlotte Doc 409 Address1 Po Box 952121 Po Box 61 Po Box 1286 Po Box 1286 Po Box 1286 Po Box 94515 Po Box 94515 Po Box 1556 Po Box 740407 Po Box 71735 Po Box 71735 Po Box 71735 15342 N 9Th Avenue 18067 Deer Trail 18067 Deer Trail 18067 Deer Trail Po Box 188 Po Box 188 Po Box 188 639 Il Route 146 E 639 Il Route 146 E 639 Il Route 146 E Po Box 828 Po Box 828 Po Box 828 Po Box 828 Po Box 828 Po Box 828 11 Thunderbird Circle 11 Thunderbird Circle 11 Thunderbird Circle 11 Thunderbird Circle Po Box 289 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 364 Libson Street, Po Box 369 Po Box 19035 Po Box 19035 Po Box 19035 Po Box 6007 Po Box 219236 Po Box 219236 Po Box 219236 Po Box 219236 Po Box 219236 Po Box 238 Po Box 238 Po Box 603800 Case 20-41308 Creditor Name Fabick Mining Inc Fast Fox Courier Service Fastenal Company Fastenal Company Fastenal Company FedEx FedEx Fricke Managment & Contracting Inc Frontier Fuchs Lubricants Co Fuchs Lubricants Co Fuchs Lubricants Co George Spinner Gerard Spinner Gerard Spinner Gerard Spinner Global Mine Service Inc Global Mine Service Inc Global Mine Service Inc H&G Limestone Products LLC H&G Limestone Products LLC H&G Limestone Products LLC Hamilton County Title LLC Hamilton County Title LLC Hamilton County Title LLC Hamilton County Title LLC Hamilton County Title LLC Hamilton County Title LLC Hampton Inn - Litchfield Hampton Inn - Litchfield Hampton Inn - Litchfield Hampton Inn - Litchfield Hawkeye Steel Sales Heritage Cooperative Inc Heritage Cooperative Inc Heritage Cooperative Inc Heritage Cooperative Inc Heritage Cooperative Inc Heritage Cooperative Inc Heritage Cooperative Inc Illinois Department of Revenue Illinois Department of Revenue Illinois Department of Revenue Ilmo Products Company Internal Revenue Service Internal Revenue Service Internal Revenue Service Internal Revenue Service Internal Revenue Service Jabo Supply Corporation Jabo Supply Corporation Jennmar of West Kentucky Inc Total Amount or value $27,000.00 $371.00 $8,922.13 $871.77 $4,879.49 $27.12 $22.83 $5,760.00 $69.36 $6,888.00 $16,130.60 $7,540.00 $8,864.43 $10,800.00 $9,710.00 $9,300.00 $6,089.76 $22,100.11 $1,536.60 $7,982.00 $2,220.09 $5,593.87 $20,280.30 $8,030.00 $8,229.90 $7,260.00 $8,480.63 $6,525.38 $173.80 $86.90 $434.50 $173.80 $2,388.00 $9,208.05 $6,950.03 $2,814.27 $5,650.47 $603.66 $6,593.16 $512.24 $226.00 $1,246.00 $249.00 $34,146.47 $11,133.07 $10,678.33 $3,375.36 $1,704.09 $4,666.56 $26,946.78 $58,393.95 $84,209.08 In re Hillsboro Energy LLC Case No. 20-41328 (KAS) SOFA Part 2, Question 3 - Payments or transfers made to creditors within 90 days preceding commencement of this case Address2 Zip 28260-3800 28260-3800 28260-3800 28260-3800 28260-3800 28260-3800 63150-4794 63150-4794 63150-4794 63150-4794 63150-4794 63150-4794 63150-4794 62274 62274 24319 72745 72745 72745 62056 62056 62917 62917 62917 62917 62917 62917 75354-0757 75354-0757 75354-0757 62049 30353-2797 30353-2797 62894 62894 62812 62890 24605 15045 21536 21536 10087-0769 10087-0769 28260-2783 75267-1413 47724 47724 63178 63178 25312 Reasons for payment or transfer Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Dates of Payments 12/13/2019 2/7/2020 2/3/2020 1/17/2020 12/20/2019 12/13/2019 1/17/2020 1/5/2020 2/28/2020 2/21/2020 2/7/2020 1/10/2020 12/20/2019 12/17/2019 12/12/2019 2/28/2020 2/7/2020 2/7/2020 2/3/2020 1/27/2020 12/13/2019 2/21/2020 12/20/2019 2/21/2020 2/20/2020 2/14/2020 2/3/2020 1/27/2020 1/17/2020 2/27/2020 2/3/2020 1/27/2020 1/24/2020 2/28/2020 2/21/2020 2/20/2020 1/17/2020 2/3/2020 2/21/2020 2/14/2020 2/3/2020 2/7/2020 12/17/2019 3/6/2020 12/30/2019 2/28/2020 2/3/2020 2/7/2020 2/7/2020 3/6/2020 1/10/2020 2/20/2020 Main Docum 3 of 5 State NC NC NC NC NC NC IL IL MO MO MO MO MO MO MO IL IL VA AR AR AR IL IL IL IL IL IL IL IL TX TX TX IL GA GA IL IL IL IL VA PA MD MD NY NY NC TX IN IN MO MO WV Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 114 of 117 Po Box 1050 City Charlotte Charlotte Charlotte Charlotte Charlotte Charlotte Chicago Chicago St Louis St Louis St Louis St Louis St Louis St Louis St Louis Pinckneyville Pinckneyville Chilhowie Lowell Lowell Lowell Litchfield Litchfield Carrier Mills Carrier Mills Carrier Mills Carrier Mills Carrier Mills Carrier Mills Dallas Dallas Dallas Hillsboro Atlanta Atlanta Waltonville Waltonville Benton Thompsonville Bluefield Glassport Grantsville Grantsville New York New York Charlotte Dallas Evansville Evansville St Louis St Louis Charleston Doc 409 Address1 Po Box 603800 Po Box 603800 Po Box 603800 Po Box 603800 Po Box 603800 Po Box 603800 Po Box 74008951 Po Box 74008951 Po Box 504794 Po Box 504794 Po Box 504794 Po Box 504794 Po Box 504794 Po Box 504794 Po Box 504794 Po Box 334 Po Box 334 212 Kendall Avenue, Po Box 1488 Po Box 1939 Po Box 1939 Po Box 1939 Po Box 70 Po Box 70 5905 Walnut Grove Rd 5905 Walnut Grove Rd 5905 Walnut Grove Rd 5905 Walnut Grove Rd 5905 Walnut Grove Rd 5905 Walnut Grove Rd Po Box 540757 Po Box 540757 Po Box 540757 1 Courthouse Square, Room 101 Po Box 532797 Po Box 532797 5280 E Dubois Road 5280 E Dubois Road 11648 Skylane Drive 6709 Mace Road Po Box 1050 25 Allegheny Square 92 Corporate Drive 92 Corporate Drive Po Box 30769 Po Box 30769 Po Box 602783 Po Box 671413 Po Box 4835 Po Box 4835 Po Box 14369 Po Box 14369 1963 Edens Fork Road Case 20-41308 Creditor Name Jennmar of West Kentucky Inc Jennmar Services Jennmar Services Jennmar Services Jennmar Services Jennmar Services Joy Global Conveyors Inc Joy Global Conveyors Inc Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Joy Global Undergound Mining LLC Link Specialized Inc Link Specialized Inc Longwall-Associates Inc Marmic Fire & Safety Co Inc Marmic Fire & Safety Co Inc Marmic Fire & Safety Co Inc Mckay Auto Parts Inc Mckay Auto Parts Inc Miller Contracting Services Miller Contracting Services Miller Contracting Services Miller Contracting Services Miller Contracting Services Miller Contracting Services Mine Supply Company Mine Supply Company Mine Supply Company Montgomery County Treasurer Norfolk Southern Railway Company Norfolk Southern Railway Company Norris Trucking Inc Norris Trucking Inc Omni Sales And Service Inc Paul Miller Construction Co Inc Peters Equipment Company LLC Phoenix First Response LLC Pillar Innovations LLC Pillar Innovations LLC Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Polydeck Screen Corporation Quality Magnetite LLC Raben Tire Company Raben Tire Company Sandberg Phoenix & Von Gontard Pc Sandberg Phoenix & Von Gontard Pc Seetech LLC Total Amount or value $29,294.30 $15,683.26 $21,231.02 $6,433.78 $15,246.52 $12,510.55 $7,503.12 $11,846.80 $3,425.86 $30,556.69 $478.88 $35,164.03 $8,511.68 $2,561.20 $1,223.18 $10,950.00 $2,250.00 $8,985.00 $10,994.09 $32,500.00 $714.16 $607.51 $1,307.92 $2,800.00 $11,050.00 $57,500.00 $63,000.00 $115,750.00 $55,000.00 $13,111.20 $5,528.00 $24,390.60 $14,084.63 $79,193.01 $83,163.32 $16,806.88 $1,601.63 $1,650.00 $4,200.00 $29,519.00 $24,128.27 $4,593.22 $564.52 $830,443.76 $399,072.27 $103,748.80 $7,063.84 $12,938.55 $4,220.82 $4,052.11 $30,378.00 $14,160.00 In re Hillsboro Energy LLC Case No. 20-41328 (KAS) SOFA Part 2, Question 3 - Payments or transfers made to creditors within 90 days preceding commencement of this case Address2 Zip 25312 25312 25312 62884 62884 62884 62884 62702 28289-0889 28289-0889 28289-0889 28289-0889 28289-0889 28289-0889 28289-0889 28289-0889 28289-0889 31193-0228 15253-5904 15253-5904 60673-1247 62234 62234 15701 15701 26330 26330 62049 55458-0054 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 30374-3849 63179-0390 75039 62049 62049 62049 62049 62049 62896 62896 62896 Reasons for payment or transfer Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Other - Tax related Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Dates of Payments 2/14/2020 2/7/2020 1/27/2020 3/6/2020 2/7/2020 2/3/2020 12/20/2019 2/14/2020 2/27/2020 2/24/2020 2/14/2020 2/7/2020 2/3/2020 1/27/2020 1/5/2020 12/13/2019 12/13/2019 2/25/2020 2/20/2020 2/14/2020 2/3/2020 2/28/2020 2/21/2020 2/28/2020 1/6/2020 1/9/2020 12/20/2019 12/13/2019 2/28/2020 2/28/2020 2/28/2020 2/27/2020 2/24/2020 2/20/2020 2/14/2020 2/7/2020 2/3/2020 2/3/2020 1/27/2020 12/20/2019 12/20/2019 12/13/2019 2/21/2020 1/22/2020 2/21/2020 2/14/2020 1/24/2020 1/16/2020 12/20/2019 3/9/2020 2/28/2020 2/21/2020 Main Docum 4 of 5 State WV WV WV IL IL IL IL IL NC NC NC NC NC NC NC NC NC GA PA PA IL IL IL PA PA WV WV IL MN GA GA GA GA GA GA GA GA GA GA GA GA GA MO TX IL IL IL IL IL IL IL IL Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 115 of 117 City Charleston Charleston Charleston Sesser Sesser Sesser Sesser Auburn Charlotte Charlotte Charlotte Charlotte Charlotte Charlotte Charlotte Charlotte Charlotte Po Box 930228 Atlanta Pittsburgh Pittsburgh Chicago Collinsville Collinsville Indiana Indiana Bridgeport Bridgeport Hillsboro Minneapolis Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Atlanta Saint Louis Irving Hillsboro Hillsboro Hillsboro Hillsboro Hillsboro West Frankfort West Frankfort West Frankfort Doc 409 Address1 1963 Edens Fork Road 1963 Edens Fork Road 1963 Edens Fork Road 910 S Cockrum St 910 S Cockrum St 910 S Cockrum St 910 S Cockrum St 7300 W State Rt104 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 Po Box 890889 L-3700 Po Box 536276 Po Box 536276 24704 Network Pl 5445 Horseshoe Lake Rd 5445 Horseshoe Lake Rd 922 Philadelphia Street, Po Box 449 922 Philadelphia Street, Po Box 449 Po Box 940 Po Box 940 4175 Waveland Road Po Box 580054 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 743849 Po Box 790390 6555 Sierra Drive 1603 School Street 1603 School Street 1603 School Street 1603 School Street 1603 School Street 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 Case 20-41308 Creditor Name Seetech LLC Seetech LLC Seetech LLC Sesser Concrete Products Inc Sesser Concrete Products Inc Sesser Concrete Products Inc Sesser Concrete Products Inc Springfield Plastics Inc State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co State Electric Supply Co Strata Safety Products LLC Swanson Industries Swanson Industries Tabor Machine Teklab Inc Teklab Inc The Reschini Agency Inc The Reschini Agency Inc The Thrasher Group Inc The Thrasher Group Inc Tom Chappelear Transportation Funding Group Inc United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply United Central Industrial Supply Us Department of Treasury Vistra Intermediate Company LLC Vogel Plumbing Inc Vogel Plumbing Inc Vogel Plumbing Inc Vogel Plumbing Inc Vogel Plumbing Inc Wallace Electrical Systems LLC Wallace Electrical Systems LLC Wallace Electrical Systems LLC Total Amount or value $4,075.00 $23,450.64 $27,115.50 $7,215.00 $3,607.50 $1,803.75 $3,607.50 $7,547.86 $4,765.00 $2,818.78 $12,225.53 $3,540.71 $6,456.70 $1,132.90 $2,130.00 $305.40 $164.10 $8,161.72 $3,400.00 $4,552.10 $16,960.00 $5,092.50 $6,076.00 $10,215.00 $151,833.00 $2,489.00 $10,370.00 $17,715.57 $11,047.50 $995.61 $4,826.30 $28,654.46 $27,177.71 $7,142.56 $12,602.51 $34,715.31 $12,109.90 $29,828.65 $10,931.73 $1,752.06 $6,951.25 $1,875.75 $363.00 $2,000,000.00 $500.00 $1,000.00 $2,490.00 $3,250.00 $1,500.00 $2,375.00 $12,485.00 $839.54 In re Hillsboro Energy LLC Case No. 20-41328 (KAS) SOFA Part 2, Question 3 - Payments or transfers made to creditors within 90 days preceding commencement of this case Address1 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 2853 Ken Gray Blvd Ste 4 Lockbox 2495 Lockbox 2495 Lockbox 2495 Lockbox 2495 Po Box 645684 Po Box 645684 Po Box 645690 Po Box 645690 Po Box 645517 Po Box 645517 Address2 City West Frankfort West Frankfort West Frankfort West Frankfort West Frankfort West Frankfort West Frankfort West Frankfort West Frankfort Columbus Columbus Columbus Columbus Pittsburg Pittsburg Pittsburgh Pittsburgh Pittsburgh Pittsburgh State IL IL IL IL IL IL IL IL IL OH OH OH OH PA PA PA PA PA PA Zip 62896 62896 62896 62896 62896 62896 62896 62896 62896 43260 43260 43260 43260 15264-5254 15264-5254 15264 15264 15264-5253 15264-5253 Reasons for payment or transfer Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Suppliers or vendors Dates of Payments 2/20/2020 2/3/2020 2/27/2020 2/21/2020 2/20/2020 2/7/2020 2/3/2020 12/20/2019 12/13/2019 2/28/2020 2/21/2020 1/22/2020 12/13/2019 2/7/2020 1/17/2020 1/27/2020 1/8/2020 2/21/2020 1/17/2020 TOTAL: Case 20-41308 Creditor Name Wallace Electrical Systems LLC Wallace Electrical Systems LLC Wallace Industrial LLC Wallace Industrial LLC Wallace Industrial LLC Wallace Industrial LLC Wallace Industrial LLC Wallace Industrial LLC Wallace Industrial LLC Wpp LLC Wpp LLC Wpp LLC Wpp LLC Xcal Tools - Beckley LLC Xcal Tools - Beckley LLC Xcal Tools - Madisonville LLC Xcal Tools - Madisonville LLC Xcal Tools - South Point LLC Xcal Tools - South Point LLC Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 116 of 117 Main Docum 5 of 5 Total Amount or value $594.35 $23,939.75 $3,759.66 $1,955.00 $8,443.00 $3,733.53 $2,485.52 $75,193.20 $3,000.00 $4,632.56 $5,857.17 $47,782.78 $2,750,000.00 $6,180.30 $3,390.00 $7,195.50 $9,940.00 $2,465.10 $8,732.02 $9,372,338.49 Case 20-41308 Doc 409 Filed 04/28/20 Entered 04/28/20 21:29:49 Pg 117 of 117 Main Document Fill in this information to identify the case: Debtor name Hillsboro Energy LLC United States Bankruptcy Court for the: Case number (if known) EASTERN DISTRICT OF MISSOURI 20-41328 † Check if this is an amended filing Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: „ „ „ „ „ „ Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B) † † † Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) I declare under penalty of perjury that the foregoing is true and correct. Executed on April 13, 2020 X /s/ Robert D. Moore Signature of individual signing on behalf of debtor Robert D. Moore Printed name President & Chief Executive Officer Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors