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<br />Exhibit 1 -Joint Motion fcOg4y myW of $eSjIglSla liWgreement Page 6 of 14
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<br />Exhibit 1 -Joint Motion fclD ptlafel of &aljll lOeAgAgreement Page 7 of 14
<br />CEO, Richard Boone, and their CFO, Scott Moms, available for inle icws by Commitice
<br />professionals.
<br />10. Through its investigation, the Committee identified several claims and challenges
<br />Vim, absent a settlement, it intended to Fle against the Prepelition Secured Parries. Rather than
<br />l iugaw The matter and upend fees thal these estates cannot easily bear, the Committee, the
<br />Prepelition Secured Parties, the DIP Seeuted Panics, and the Debtor have lim involved in
<br />extensive negotiations to seek a resolution of the Committee's claims. The Panics engaged in
<br />multiple Tetelchone conversations over several weeks in an effort to resolve this matter
<br />consensually. Those efforts were hard-fought at arms' length, and culminated in the Settlement
<br />Agreement discussed below,
<br />I. in order to allow this Court to consider this Motion before the expiration of the
<br />Challenge Deadlines, on October 9, 2020, the Committee, the Debtors and the Secured Panics
<br />entered into the Sripxlao- Regarding F„crensioo of Radial Challeargr Period old Deadline ra
<br />AZ Teri Secmd Pcriad Challenges [ECF No. 401, which cxrendcd the Challenge Deadlines to
<br />November It. 2020 at 5:00 p.m. (Eastern): provided. that the Chaticngc Deadlines may be
<br />truncated by written agreement of the Committee, the Debtors, the DIP Lenders and the Prepelition
<br />Lenders, or by further order of the Court.
<br />IV. The Settlement Aig ri cot
<br />12. The Parties have entered into a sealement agreement attached as Exhibit A (the
<br />'Settlement Aareemem')? which is subject to approval by This Court. The key terms of the
<br />Sellement Agreement include the following:`
<br />`The 06— area party sokty li Panigraphs6,5,6 and7offie krill —car Agmmrar.
<br />' This eummnry is for ilhorati- pure— only. To the =1=1 lhM there aic wW diffrs:,x bcNn this summary
<br />and the Scnlewin Agrcemem, khc terms ofthe Seukmcnl Agrecmcnl shall control.
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<br />Exhibit 1 -Joint Motion fc89,pprtet9 of Pe4ken vhtlf9greement Page 8 of 14
<br />(b) Any and all challenge periods under the DIP Orders (including the
<br />Challenge Deadlines), including for the Committee and any chapter 7
<br />trustee, shall tcrmiriare.
<br />[C) Tlm Dcbturs, the Dublrn s' Ubla l<a, the CU1I U HiRUU, aid any pet sou rocking
<br />10 "MIS* Illo rights of Ote estates [inclu(ing any Chapter 7 trustee) shal l he
<br />deemed To have Cenclusi vely, ab,oluncly, unconddionally, irrevocably, and
<br />Forever released (i)the DIP Secured Parties, (h)dre Prepelition Secured
<br />Parties, (iii) Pledge Servicing Partners, LLC, (iv) ARC Financial Partners,
<br />LLC, (v) Appalachian Resource Company, LLC and (vi) with respecl to
<br />each of the foregoing panics in clauses (i) through (6). such party's
<br />respective current and former affiliates, and such party's and their current
<br />and former affiliates current and Former offieers, managers, directors,
<br />equity holders (regardless of whether such interests am held dimply or
<br />indirecllyj, predecessors, succcasoas. aml assign, subsidiaries, principal,
<br />members, employees, agents, managed accounts or funds, management
<br />companies, Fund advisers, advisory beard members, Financial advisers,
<br />partners, attorneys, accountants, investment bankers. consultants,
<br />ral—tatives, and other professionals (the "Rcleascd Panics'] From any
<br />and all claims. debts, obligations. promises. controversies. actions. suits,
<br />causes of acliean, damages, remedies, expenses, demands and liabilities
<br />whatsoever, whether known or unknown, foreseen or unforeseen, in law,
<br />equity, or otherwise, that such entity would have been legally entitled to
<br />assert (whether individually or collectively), based m or in any way relating
<br />to, or in any manner arising from, in whole or in pan, (A) the Committee
<br />Initial Challcnga, (B) the Prepelition Dept and any paymoiLs received by
<br />the Prepelition Secured Parties in respect thereof, (C) the DIP Facility and
<br />any payments received by die DIP Secured Parties in respect thereof.
<br />(D)the Debtors or their operations, (E)the Chaplcr 11 Cases, (F)the
<br />Debtors' restructuring, (G) any avvidarioe actions under chapter 5 of the
<br />Benkmptcy Code, (IF) any investment in the Debtor: or the purchase, sale,
<br />transfer, or rescission ofthe purchase or sale ofany security, asset right, or
<br />interest of the Debtors, (I}my action or omission with respect to any
<br />I ndcbtodncss under which the Debtors arc or were a borrower or guarantor,
<br />or any equity investment in the Dcbiom. including without limitation the
<br />Prepelition Debt and the DIP Facility and any claims or causes of action
<br />(including lender liability claims) in respect thereof. (]).he subject made,
<br />of, or the transaclions or evenls giving rise to. any claim or interest
<br />restructured in the Chapter I I Cases, (K) the formulation, preparslion,
<br />dissemination. or negotiation of the (i) APA and any other malcnals
<br />executed of entered into in connection with the Sale Closing,(ii) Prepelition
<br />Credit Documents, (iil)thc DIP Documents, (iv)this Agreement, and
<br />(v) any contract instrument, rcicasc, or other agreement or document
<br />(including any legal opinion requested by any utility regarding any
<br />transaction, contract. instrument, document, or other agreement
<br />contemplated by the restructuring) created or entered into in connection
<br />with the Sale Closing, the DIP Facility, the Prepelition Debt, and the
<br />• Payment by the Prepelition Lender, err the Estates. The Prcpctition
<br />Lenders shall transfer to the Debtors' rrl arcs (a) $400,000 in cash no later
<br />Ihan 3 business days after nary of the Bankruptcy Court's order approving
<br />the Settlement Agreement (the "Initial Scralemcm Payment'), and (b) solely
<br />to the cxl"t a Plan (as dcf rod below) containing the provisions scl forth in
<br />paragraph 5 ah—f (i e_,"The Pian Terms' bullet below) is confirmed by
<br />the Bankruptcy Court, $100,000 in cash on the effective date of such Plan
<br />[such amount, logether Willi the Initial Settlement Payment. Ihe -Settlement
<br />Payment•'}.
<br />• Sell lemenI Effective Dale. Thu-Scutcmemt Effective Duti'shall occur upon the
<br />payment of the Initial Settlement payment.
<br />• Limited Unsecured Claim of Pi epetition Lenders. The Prepelition Lenders shall
<br />cocci vc 50%of all net recoveries paid to general unsecured creditors crake Dcbtmrs
<br />until the Pmpetition Lenders recover an antoinn equal to the amount of the
<br />Scolcincnr Payomic 6hc-Scntcmrnt Pavnx.rr Rc cL, Anmunt"1. +•]tether ouch
<br />amount is recovered under a Plan, in a case under chapter 7, or otherwise.
<br />■ Mutual Release. In mutual consideralion for the concessions made as set forth in
<br />the Scnlcment Agrecmcrn, as of the Settlement Effective Date:
<br />(a) Except as set forth ihcrci n, the DIP Lcndurs and I'mWilion Lenders waive
<br />and release all claims against the Debtors' estates including, without
<br />limitation, any unsceutcd defu:iency claims and also waive and release the
<br />Debtors' current and fernier officers, managers, directors, attorneys,
<br />aecauntams. invcatmcnt bankers, consultants, representatives, and other
<br />professionals fmm all claims, rights and causes ofaclion in any way related
<br />to the Dontom or their estalCs: p. fdedtllal (i) any and all righlx and Claims
<br />retaking to the Seulerram Agreement or the Settlement Payment Recovery
<br />Amount shall be preserved, and (it) any and all rights and claims of the DIP
<br />Secured Panics and the Prcpctilion Secured Parties and any of their
<br />respectivC assigocCs and designees° rckrring TO ThcsalC nfaxuls from certain
<br />of the Dublors pursuant to the lemis of the Amended and Restated Asset
<br />Purchase Agreement by and between the Debtors and Pledge Servicing
<br />Partners, LLC dated August 28. 2020, as amended. as approved at the Sale
<br />Hearing and by the Sale Order (the shall be preserved; and
<br />provided, furrher, that any such assignees and designees shall be treated as
<br />third Party beneficiaries under the Settlement Agreement and all rights of
<br />such parties are expressly preserved.
<br />° Including, widrout limitation, ARC Financial PaMera, LLC, Appalachian Resource Corryrany, LLC, ARC
<br />Me( Ian! Canyon. LLC. ARC Caknido, LLC, AkL Tnykr.ille. LLC, ARC ICL llutky Rt-,6 c x. LLI.. Appvluchian
<br />Rcaaurce Hest Vhginia LLC, ARC rambarec. LLC, and Lc 011. Land, LLC.
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<br />Exhibit 1 - Joint Motion fc0ftproNal of BatyDbelktlAgreement Page 9 of 14
<br />Chapter I I Casa, (L) any action taken in furtherance of the Sale Closing,
<br />and (M) any Challenge; pr idrd frrrrher, Ilim the DIP Sanrred Parties and
<br />the Prepelition Secured Parties arc also released from any and all claims,
<br />debts, obligations, promises, controversies, actions, suits, causes of action.
<br />damages, remedies. expenses, demands and Iiahil dies whaEsocvcr, whether
<br />known or unknown, foreseen or unforeseen, in law, equity, or otherwise,
<br />that such entity would have been legally entitled to assert (whether
<br />individually or collectively), based on or in any way relating to, or in any
<br />manner arising from, in whole or in part, the APA, the Sale Transaction, the
<br />Auction, or othurwi sc related in any way to the salt of Chu Debtors' assets
<br />or assignment of the Assigned Conlratts to the Stalking I Iorse Bidder (each
<br />as defined in the Sale Order); provided, hoirever, that nothing contained in
<br />this paragraph 4(c) shall release or be deemed to release (x) any acid all
<br />rights and claims of the Debtors or their estates under the Settlement
<br />Agreement or To enforce the APA, any agreements in connection with or in
<br />furtherancee of the APA or the Sale Order, (y) any causes of action under
<br />chapter 5 of the Bankruptcy Code against panics other than the Released
<br />Parties, or (a) any commercial ton claims, causes of achan undcr chapter 5
<br />of the 3ankmp4cy Crack or any other claims of the Debtors or their csmtcs
<br />against the Duhltini current or fomter directors, nf};ec ,err sh:rrekatlders
<br />(including any Insurance policies and proceeds). Royal EncTgy Resources,
<br />Inc. and its affiliates, Weston Energy LLC and its affiliates, Yorktown
<br />Partners LLC and its affiliates (the "Yorktown Panics"), William Tuono
<br />and his afilimes, Danny Tayloe and his affiliates or any other insiders
<br />(col lCcrirCly, the -potential Liti¢alion Panics"}; provided. fnrrker hmvevrr.
<br />that the causes of action described in Section 8.17 of the APA (the
<br />"Yorktown Scheduled Clai ms") shall be irrevocably released, brut only the
<br />specs he Yorktown Scheduled [Taints and no other claim or cause of action
<br />including. for avoidance of doubt. any claims under chapter 5 of the
<br />Bankruptcy Code, and noshing contained in the release of the Yorktown
<br />Scheduled Claims shall have any impact on any other claims brought
<br />against the Yorktown Panics by the Debtors' estates.
<br />• 7 he Plan perms. The Debtors shall pursue corf nnalion of a chapter i 1
<br />plan of Iiquidalion (ncc "TIP."). Thu Plan shall provide that:
<br />(a) Al l creditors outing in fawn of the Plan release The Released Parties
<br />under the Plan on terms consistent with paragraph 4(cj, stove; and
<br />(b) The Released Parties shall be exculpated for all pest -petition aclions
<br />under the Plan under the standard exculpation provision applicable
<br />to estate pnfessionals.
<br />• Voting and Consistency of Plan. The Plan shall be consistent with the
<br />terms of the Settlement Agreement. The DIP Secured Panics and the
<br />Pmpetition Secured Parties shall receive trealment under the Plan consistent
<br />with the Sculcmcm Agmument and shall vote in favor of the Plan. Any
<br />prevision of the Plan impacting or affecting the DIP Lenders or the
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