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Case 1:20-bk-12043 Doc 583-2 Filed @D IMID Entered 001f13l201®:9I:38 Desc
<br />Exhibit A- F°age 0 elf 1a
<br />Case 1:20-bk-12043 Doc etl3-Z Filed Bq/18120 Entered t4@I15/20 1B:31:38 Desc
<br />Exhibit a- Settlement Agreement Page 8 of la
<br />damages, remedies, expenses, demands and liabilities whatsoever, whether known or unknown,
<br />foreseen or unforeseen, in law, equity, or otherwise, that such entity would have been legally
<br />entitled to assert (whether individually or collectively), based on or in any way relating to, or in
<br />any manner arising £ram, in whole or in part, the APA, the Sale Transaclion, the Auction, OF
<br />olhcrwisc related in any way to the sale of the Dcbtots' assets or assignment of the Assigned
<br />Contracts to the Stalking Horse Bidder (each as defined in the Sale Order); prowdenl, howeih-r,
<br />that nothing contained in this paragraph 4(c) ;boll rcicasc or be deemed to elcosc (x) ony and all
<br />rights and claims of the Deblon: or their hives unrkr this Agreement or Lo enforce the APA, any
<br />agreements in connection with or in funhcrancc of the APA or the Sale Order. (y) any causes of
<br />action under chapter 5 of the Bank ruptey Code against parties other than the Released Parties, or
<br />(x) any commercial ton claims, causes of action under chapter 5 of the Bankmpey Code or any
<br />other vlaims of the Debrors or their estates against the Dct&t ' current or fomur directors,
<br />officers, or shareholders (including any insurance policies and proceeds), Royal Energy Resources,
<br />Inc, and its affiliates, Weston Energy LLC and its affiliates, Yorktown Partners LLC and its
<br />affiliates (the -Yorktown Parries'), William Tuorto and his affiliates, Danny Tayloe and his
<br />allf liates or any other insiders (collectively, the "Potential Litigation Patties"); provided further
<br />ho—, that the causes of action described in Scction 8.17 ofthc APA (the -Yorktown Schcdulod
<br />Claims') shall be irrevocably released, hot only the specific Yorktown Scheduled Claims and no
<br />olhtT claim or cause of action including, for avoidanoc of doubt, any claims under chapter 5 of the
<br />Bankruptcy Code, and neth ing contained in the release of the Yorktown Scheduled ClaimL shall
<br />have any impact on any other claims brought against the Yorktown Parties by the Debtors' e:lares.
<br />S. The Debtors shall pursue confirmation of a chapter I I plan of liquidation (the
<br />"Plan"). The Plan shall provide that:
<br />a
<br />Case 1:20-bk-12043 Doc I#83-Z Filed @9/130D Entered 0@11V20 18:9I38 Desc
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<br />electronic means shall be effective as delivery or the original Signature page to this Settle itmt
<br />Agreement.
<br />I. This Agreement may only he modified, altered, amended or supplemented by
<br />means of a writing signed by the Panies.
<br />12. Them arc no third party beneficiaries of this Agmcmcnt. except that (a)my
<br />assignees and designees ofthe DIP Secured Parties and Prepetition Secured Parties shall be treated
<br />as Third parry bencPciarics under this Agccmcnt and all rights of such Panics arc expressly
<br />preserved: and 0) each Rclmu eO Pony that is nut party to this Agreement shall be a third pony
<br />bcncficiary of paragraph 4 of this Agreement.
<br />13, This Agreement shall be binding upon and inure to the hencid of any and ell
<br />successors, permitted assigns and other rep —natives of die Panics (including any chapter7
<br />imstee appuim d in the Debtors' bankruptcy eases and any liquidating lrustcv under a Plan), as if
<br />such successes, permitted assign or other mpresenlative was an original signatory to this
<br />Agreement.
<br />14, This Agreement, the rights and obligations of the Parties under this Agreement and
<br />any and all disputes arising under or in connection with this Agreement shall be govemed by and
<br />construed in accordance wish (a) the laws or the State of New York. without regard to any conflict
<br />of law provisions that would rcquim the application ofthe law o£any uthcrjurisdiction, and (b) any
<br />applicable provision ofthc Bankruptcy Cudc m Bankrapwy Rules.
<br />IS- Each Party hereby submits to the jurisdiction of the Bankrupey Court to hear,
<br />resolve and determine any and al matters, claims and disputes arising faun Dr relating to this
<br />Agreement. Irthe Daftimpey Court declines jurisdiction orer any such master, die Parties may
<br />bring such rnaners in another court of compelem jurisdiction in the Stale of Ohio.
<br />(a) All creditors voting in favor of the Plan release die Released Parties under
<br />the Plan on terms consistent with paragraph 4(c), above; and
<br />(h) The Released Parties shall be exculpated for a]Ioost-petition aclims under
<br />the flan under the standard mculparion provision applicable to mrate professionals.
<br />6. The Plan shall he consi stcni with the leans of this Agcemcnl. The DIP Secured
<br />Panies and the Prepetilion Secured Parties shall receive treatment under the Plan consistent with
<br />this Agmaicnl and shall vote in favor of the Plan. Any proyioiun of the Plan impacting or
<br />affevring the DIP Lenders or the Prepetition Lenders other than in am"ance with the terms of
<br />this Agreement shall be in form and substance acceptable to the DIP Lenders or Peperition
<br />Lenders. as applicable.
<br />7. It shall be acondition precedentto the Settlement Effective Date that the Prepelition
<br />Agent, Preperition Collateral Agent, Origination Agent, and DIP Agency exeeme a release of
<br />claims against the Debtors' estates consistent with the release provided by the DIP Lenders and
<br />the Prepetilion Lenders under paragraph 4(a) hereof.
<br />S. The leans mid provisions of the Sale Order shall remain in full fbme and effect,
<br />including all releases therein.
<br />9. Each Party acknowlcdgcs that it has read all of the terms of this Agrccrncnl, has
<br />had an opportunity to consult with counsel of its own choosing OF voluntarily waived such right,
<br />and enters into this Agrccmcra volumatily and without duress.
<br />10. This Agreement may be executed and delivered in any number of counterparts.
<br />each of which when so execute[[ shal I he deemed to he an orixinal and all of which taken iti%ethcr
<br />shall toemilule one and the same agreement. Delivery of a signature page to This Agreement by
<br />E
<br />Case 1:20-bk-12043 Doc ®83-Z Filed Btl115/20 Entered 00115/20 18:9I:38 Desc
<br />Exhibit A- Settlement Agreement Page 1D of 1Z
<br />Doled: October 15, 2020
<br />STROOCK & STROOCK & LAVAN
<br />FOLEY & LARDNER LLP
<br />LLP
<br />Counsel for rho Official Commirme of
<br />Counsel for the Preperition Lenders and the
<br />Unsecured Creditors
<br />DIP Lenders
<br />By: !s.Geoffrey S. Coodrnan
<br />By. /s• Frank A. Mcrola
<br />Geoffrey S. Goodman (pro has vice)
<br />Frank A. Mcrola
<br />1L Bar No. 6212297
<br />2029 Century Park East, 181h Floor
<br />321 N. Clark Street, Suite 3000
<br />Los Angeles, CA 9W67
<br />Chicago, Illinois 60654
<br />Telephone: (310) 556.580E
<br />Telephone, (312) 9324500
<br />Facsimile: (310) 556.5959
<br />Facsimile: (312) 931-4700
<br />fmcmla{ryslmock-cam
<br />ggrwdman[r)foley.com
<br />-and-
<br />-and-
<br />By:_'s' Mary Elisabeth-NaumannMary Elisabclh Naumann
<br />KY Bar No. "]a
<br />Jackson Kelly PLLC
<br />iJO West Main Street, Suite 700
<br />Lexington, KY 40507
<br />Telephone: (859) 255-9500
<br />Facsimile: (959) 252-0699
<br />Email: mnaumanK,n jacksonkclly.com
<br />On behalf of the Prcpctilion Lenders and
<br />the DIP benders
<br />FROST BROWN TODD LLC
<br />By. /st Dou this L. Lutz.
<br />Douglas L. Lute
<br />AJ- Webb
<br />Erin P. Severini
<br />By:_s' Kcnt Barber
<br />Kent Barber (pm hac vice)
<br />BARBER LAW PLLC
<br />KY Bar No. 092456
<br />2200 Burros Drive
<br />Lexington, KY 40513
<br />(859) 2%4372
<br />kbaAK'r ibarwlawky.eom
<br />On behalf of the Official Committee of
<br />Unsecured Cmdilm
<br />9 to
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