2021-01-14_GENERAL DOCUMENTS - C1980004

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Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 27 of 69 Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1 - Proposed Confirmation Order Page 28 of 69 INTRODUCTION Hopedale Mining LLC ("Hopedale") and each of its affiliated debtors and debtors-m- possession, Rhino GP LLC, Rhino Resource Partners LP, Rhino Energy LLC, Rhino Trucking LLC, Rhino Exploration LLC, Triad RoofSupport Systems LLC, Springdale Land LLC, McClane Canyon Mining LLC, Rhino Northern Holdings LLC, CAM -Ohio Real Estate LLC, CAM - Colorado LLC, Taylorville Mining LLC, CAM Coal Trading LLC, Castle Valley Mining LLC, Jewell Valley Mining LLC, Rhino Services LLC, Rhino Oilfield Services LLC, Rhino Technologies LLC, CAM Mining LLC, Rhino Coalfield Services LLC, CAM -Kentucky Real Estate LLC, CAM -BB LLC, Leesville Land LLC, CAM Aircraft LLC, Pennyrile Energy LLC, Rhino Eastern LLC, Rockhouse Land LLC (collectively, the "Debtors"), along with the Official Committee of Unsecured Creditors of Hopedale Mining LLC. et al. (the "Creditors Committee" and, collectively with the Debtors, the "Plan Proponents") hereby propose the following chapter 11 plan of liquidation. The Plan Proponents are the proponent of the Plan within the meaning of section 1129 of title 11 of the United States Code (the `Bankruptcy Code"). This Plan contemplates the distribution of the proceeds of the liquidation of the Debtors' Assets and the resolution ofthe outstanding Claims against and Equity Interests in the Debtors. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of (i) the Debtors' history, business and operations, (it) a summary of this Plan, and (in) certain related matters, including risk factors relating to the consummation of this Plan. All Holders of Claims who are eligible to vote on the Plan are encouraged to read the Plan and the accompanying Disclosure Statement (including all exhibits thereto) in their entirety before voting to accept or reject the Plan. Subject to certain restrictions and requirements set forth in Bankruptcy Code section 1127 ofthe Bankruptcy Code and Rule 3019 of the Federal Rules of Bankruptcy Procedure (the " Bankruptcv Rules"), the Plan Proponents reserve the right to alter, amend, modify, revoke, or withdraw this Plan prior as provided herein. The Plan is a liquidating plan. Pursuant to prior orders ofthe Bankruptcy Court, the Debtors sold substantially all of their operating Assets in eight separate transactions. [See Docket Nos. 340, 410, 465]. The Plan provides for the creation of a Liquidating Trust that will administer and liquidate all remaining Assets of the Debtors, including certain proceeds from the sale of the Debtors' Assets and Causes of Action, not sold, transferred or otherwise waived or released on or before the Effective Date of the Plan. The Plan also provides for Distributions to certain Holders of Administrative Claims and Priority Claims and to other Holders of Allowed Claims and the funding of the Liquidating Trust. The Plan further provides for the transfer of any remaining Assets to the Liquidating Trust. No solicitation materials, other than the Disclosure Statement and related materials transmitted therewith have been conditionally approved for use in soliciting acceptances and rejections of the Plan. ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS THAT ARE ENTITLED TO VOTE ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3019, AND Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1 - Proposed Confirmation Order Page 29 of 69 extent so allowed), and, in the case of (b) and (c) above, as to which no objection to the allowance thereof, or action to subordinate, avoid, classify, reclassify, expunge, estimate or otherwise limit recovery with respect thereto, has been Filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or a Final Order; (d) any Claim or Equity Interest allowed under or pursuantto the terms ofthe Plan; (e) any Claim arising from the recovery of property under sections 550 or 553 of the Bankruptcy Code which has been allowed in accordance with section 503(h) ofthe Bankruptcy Code; or (f) which is a Professional Fee Claim for which a fee award amount has been approved by order of the Bankruptcy Court; Provided, however that Claims or Equity Interests allowed solely for the purpose ofvoting to acceptor reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered "Allowed" hereunder. "APA" has the meaning ascribed in the Settlement Agreement. "Auction" means the auction of certain of the Debtors' assets conducted on August 31, 2020. "Assigned Contracts" has the meaning ascribed in the Sale Order. "Assets" means any and all assets ofthe Debtors, including, but not limited to: (a) the Cash held by the Estates on the Effective Date; (b) all Causes of Action; (c) all Privileged Documents; (d) all other assets of the Debtors or of the Estates existing on the Effective Date after giving effect to all Distributions required to be made as of or prior to the Effective Date, including but not limited to all books, records and files of the Debtors and of the Estates, in all forms, including electronic and hard copy; provided; however, that assets shall not include any permit issued by any governmental agency relating to the Debtors' mining operations. "Avoidance Actions" means any and all Causes of Action and the proceeds thereof which a trustee, debtor -in -possession, the estate or other appropriate party in interest may assert under sections 502(d), 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under related state or federal statutes and common law, including, without limitation, fraudulent transfer laws (whether or not litigation is commenced to prosecute such Causes of Action) and including the Debtors' rights of setoff, recoupment, contribution, reimbursement, subrogation or indemnity (as those terms are defined by the non -bankruptcy law of any relevant jurisdiction) and any other indirect claim of any kind whatsoever, whenever and wherever arising or asserted; Provide however, that Avoidance Actions shall not include any claims or causes of action that are released under the Settlement Agreement, Lender Settlement Order, DIP Order, or Sale Order. `Ballot" means each of the ballot forms distributed to each Holder of a Claim entitled to vote to accept or reject this Plan. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as in effect on the Petition Date, together with all amendments and modifications thereto that are subsequently made applicable to these Chapter 11 Cases. THE PLAN, THE DEBTORS RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW THE PLAN AS PROVIDED HEREIN. ARTICLE I: DEFINED TERMS AND RULES OF INTERPRETATION For purposes of this Plan, except as expressly provided herein or unless the context otherwise requires, all capitalized terms not otherwise defined, including those capitalized terms used in the preceding Introduction, shall have the meanings ascribed to them in Article I of this Plan. Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. To the extent that there is an inconsistency between a definition in this Plan and a definition set forth in the Bankruptcy Code, the definition set forth herein shall control. Whenever the context requires, such terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine. In addition to the foregoing, any defined terms used in the Exhibits shall have the meaning ascribed to them in either the applicable Exhibit or in Article I of this Plan. "Administrative Claim" means a Claim for costs and expenses of administration ofthese Chapter 11 Cases allowed under sections 503(b), 507(b) or, if applicable, 1114(e)(2) of the Bankruptcy Code, including but not limited to: (a) any actual and necessary costs and expenses incurred between the Petition Date and Confirmation Date of preserving the Debtors' estates and operating the businesses ofthe Debtors (including, but not limited to, wages, salaries, commissions for services and payments for inventories, leased equipment and premises) and Claims by Governmental Units for taxes (including Claims in respect of taxes that accrued after the Petition Date, but excluding Claims in respect of taxes that accrued on or before the Petition Date unless such taxes are entitled to be treated as administrative claims under the Bankruptcy Code); and for which an application was previously filed with the Bankruptcy Court prior to the Administrative Claims Bar Date; (b) Professional Fee Claims, and (c) all fees and charges assessed against the Debtors' estates under section 1930, chapter 123 of title 28 of the United States Code. "Administrative Claims Bar Date" means the date that is thirty (30) days after the Effective Date, which is the date by which Holders of Administrative Claims must file with the Bankruptcy Court and serve on the Liquidating Trustee requests for payment of Administrative Claims in writing together with supporting documents substantially complying with the Bankruptcy Code and the Bankruptcy Rules. ' Affiliate" means "affiliate" as defined in section 101(2) ofthe Bankruptcy Code. "Allowed" means, with respect to any Claim (including any Administrative Claim) or portion thereof (to the extent such Claim is not Disputed or Disallowed) or any Equity Interest, (a) any Claim, proof of which (i) was Filed with the Bankruptcy Court, (ii) was deemed Filed pursuant to section I I I I (a) of the Bankruptcy Code, or (in) by a Final Order, was not required to be Filed; (b) any Claim or Equity Interest that has been, or hereafter is, listed in the Schedules as liquidated in an amount other than zero or unknown and which is not Disputed or contingent (or as to which the applicable Proof of Claim has not been withdrawn or Disallowed); (c) any Claim or Equity Interest which has been allowed (whether in whole or in part) by a Final Order (but only to the Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1 - Proposed Confirmation Order Page 30 of 69 `Bankruptcy Court' means the United States Bankruptcy Court for the SouthernDistrict of Ohio. "Bankruptcy Rules" means (i) the Federal Rules ofBankruptcy Procedure and the Official Bankruptcy Forms, as amended and promulgated under section 2075 of Title 28 of the United States Code, (ii) the applicable Federal Rules of Civil Procedure, as amended and promulgated under section 2072 of Title 28 of the United States Code, (in) the applicable Local Bankruptcy Rules, Forms and Procedures the Bankruptcy Court, and (tv) any standing orders governing practice and procedure issued by the Bankruptcy Court, each as in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made applicable to these Chapter 11 Cases or proceedings therein, as the case may be. "Bar Date" means the following dates, including those established by the Bar Date Order for which the Holders of Claims were to file with the Bankruptcy Court and serve on the Debtors requests for payment, in writing, together with supporting documents, substantially complying with the Bankruptcy Code and the Bankruptcy Rules: (i) December 17, 2020 for Holders of General Unsecured Claims; (a) January 18, 2021 for any Claim held by a Governmental Unit; and (in) the Administrative Claims Bar Date. "Bar Date Order" means the Order Establishing and Providing Notice of the Last Date to File Proofs of Claim [Docket No. 481]. "Business Day" means any day, excluding Saturdays, Sundays, or `legal holidays" (as defined in Bankruptcy Rule 9006(a)), on which commercial banks are open for business in Cincinnati, Ohio. "Cash or $" means legal tender of the United States of America or the equivalent thereof, including bank deposits, checks and cash equivalents. "Causes of Action" means any and all actions, causes of action, claims, rights, defenses, liabilities, obligations, executions, choses in action, controversies, rights (including rights to legal remedies, rights to equitable remedies, rights to payment), suits, debts, damages, judgments, remedies, demands, setoffs, defenses, recoupments, crossclaims, counterclaims, third -party claims, indemnity claims, contribution claims or any other claims whatsoever, whether known or unknown, reduced to judgment or not reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, choate or inchoate, existing or hereafter arising, suspected or unsuspected, foreseen or unforeseen, and whether asserted or assertable directly, indirectly or derivatively, at law, in equity or otherwise, based on whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of these Chapter 11 Cases through the Effective Date including, without limitation, Avoidance Actions; Provide however, that Causes of Action shall not include any claims or causes of action that are released under the Settlement Agreement, Lender Settlement Order, DIP Order, or Sale Order. "Challenge" has the meaning ascribed in the DIP Order. "Chapter 11 Cases" means the chapter 11 cases commenced by the Debtors and jointly administered under case number 20-12043 in the Bankruptcy Court