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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc <br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 6 of 207 <br /> AMENDED AND RESTATED ASSET PURCHASE AGREEMENT <br /> This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement"), dated <br /> as of August 28, 2020, is entered into by and among Rhino GP LLC, a Delaware limited liability <br /> company ("Rhino GP"), Rhino Resource Partners LP, a Delaware limited partnership ("Rhino <br /> Partners"), and other direct and indirect Subsidiaries of Rhino Partners listed on Schedule A and <br /> a party hereto, as Sellers, and Pledge Servicing Partners, LLC, a Delaware Limited Liability <br /> Company (together with such other entity or entities as has been designated for such purpose as a <br /> Designated Purchaser pursuant to Section 11.10, "Purchaser"), as Purchaser. Rhino GP, Rhino <br /> Partners and each other direct or indirect Subsidiary of Rhino Partners signatory hereto shall <br /> each be referred to herein as a "Seller" and collectively as the "Sellers. " <br /> RECITALS: <br /> A. Purchaser and Sellers entered into that certain Asset Purchase Agreement dated July <br /> 22, 2020, as amended by (i) Amendment No. 1 to Asset Purchase Agreement dated August 3, <br /> 2020, and (ii) Amendment No. 2 to Asset Purchase Agreement dated August 11, 2020 <br /> (collectively, the "Original Agreement"). <br /> B. Purchaser and Sellers have agreed to amend and restate the Original Agreement in <br /> its entirety pursuant to this Agreement. <br /> C. Sellers directly and indirectly mine, process, market and sell metallurgical coal <br /> and thermal coal for use by industrial companies and utility providers located primarily in the <br /> eastern United States and Utah (the "Business"), including the Purchased Operations. <br /> B. Sellers desire to sell to Purchaser the Purchased Assets and to assign to Purchaser <br /> the Assumed Liabilities, and Purchaser desires to purchase from Sellers the Purchased Assets <br /> and to assume from Sellers the Assumed Liabilities, in each case upon the terms and conditions <br /> set forth in this Agreement. <br /> C. The Parties intend to consummate the sale or sales through an auction of all or any <br /> part of the Sellers' assets in the cases filed by Sellers on July 22, 2020 (the "Petition Date") <br /> under title 11 of the United States Code, 11 U.S.C. §§ 101, etseq. (the `Bankruptcy Code"), in <br /> the United States Bankruptcy Court for the Southern District of Ohio (the `Bankruptcy Court"), <br /> Case No. 20-12043 (Jointly Administered) (such cases, the `Bankruptcy Cases"). <br /> D. The Purchased Assets and Assumed Liabilities shall be purchased and assumed by <br /> Purchaser pursuant to the Sale Order, free and clear of all Liens and Liabilities (other than <br /> Permitted Exceptions and Assumed Liabilities) pursuant to Section 105, 363, and 365 of the <br /> Bankruptcy Code, and Rules 4001, 6004, and 6006 of the Federal Rules of Bankruptcy <br /> Procedure. <br /> 1 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />