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Case 1:20-bk-12043 Doc sB2-2 Filed @?D/13f26 Entered 00/13l20 MS11:38 Desc
<br />Exhibit A- P age B ell 1a
<br />Case 1:20-bk-12043 Doc BZ3-Z Filed O0/1S/20 Entered O.V15/20 19:31:38 Desc
<br />Exhibit a- Settlement Agreement Page 9 of la
<br />extended) solely as it relates to the Committee Pan 2 Initial Challenges was extended to October
<br />9, 2020 [Docket No. 3921.
<br />WI IERL•AS, pursuant to Paragraph 27ofihe Final DIP Order, the Commilteealso had until
<br />October 9, 2020 to bring any Second Period Challenges (together with the Initiat Challenge
<br />Deadline, the "Cbal lcni+c Nadfirtcs").
<br />WHEREAS. on Septnnber 10, 2020, the Debtors consummaled the sale of certain assess
<br />to owignees and designee of the DIP Secured Panic; and the Prcpclition Second Panic (the
<br />"Sale Closing') in aecordance with the (,rder ti) Apprming tire Sale jSuhs+an+inliy All af+he
<br />Debmrs'Asseis Free and Clear of All Nan -Assumed Liens. Claims, Encumbrances. and lnreresrs;
<br />(Ill Aly+rn viag the Assumwi ar am! Asstgnmenl of Cerlain Exmwo y Conrracfr and Unerpired
<br />Leasev. and (111) Granting Related Rclief[ Docket No. 410) (the "Sale Order').
<br />WHEREAS, on Oetubcr 9, 2020, pursuant In she S+puIa+inn Regarding$xiensinn nr6ririal
<br />Challenge Period and Deudlrne is A.crer+ Si&oad Period Ch lle gas [Docker No. 4681, the
<br />Committee. the Debtors, the DIP Lenders, and the Prepetition Lenders entered into a stipulation
<br />extending the Challenge Deadlines to November It. 2020 at 5100 p.m. (Eastern; provided, that
<br />the Challenge Deadlines may be truncated by written agreement of the Committee, the Debtors,
<br />the DTP Lenders and the Pmpetilion Lenders, or by further order of the Coup.
<br />WHEREAS. the Committee and the Prcpclition Lenders have been working dil igcrnly to
<br />resolve all claims that the Committcc has iclumifrcv]. against the Prcpetition Lenders and the Panics
<br />have agreed to a setllemenl on Ore terms set forth below.
<br />AGREEMENT
<br />NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as
<br />rulluws.
<br />3
<br />Case 1:20-bk-12D43 Doc 983-2 Filed 0Z/1312fi Entered OOF13121i 10:37:38 Desc
<br />Exhibit A- Seldememt iagreermemt (Page 6 off 1a
<br />and designees4 relating to the sale of assets from certain of the Debtars pursuant to the terms of
<br />the Amended and Reslated Aswi Purchase Agreement by and between the Deblors and Pledge
<br />Servicing Pannen, LLC dated August 23, 2020, as amended, as approved at the Sale I tearing and
<br />by the Sale Order (the "A PA") shall be preserved; and provided, f+avhar, that any such assignees
<br />and designees shall be treated as third puny beneficiaries under this Agreement and all rights of
<br />such parties are expressly preserved.
<br />(b) Any and all challenge periods under the DIP Orders (including the
<br />Chal lunge Deadlines). including For the Cummince and any vluipter 7 Imstee, shall terminate-
<br />(c) The Debtors, the Dcbmrs estates, the Committee, and any person sucking
<br />to exercise the rights of the estates (including any chapter 7 "Jae) Shall be deemed to have
<br />conclusively, absolutely, wtcondiriamily, irrevocably, and forever released (i) the DIP Secured
<br />Panics, (ii) she Prepetitiun Secured Panics, (iii) Pledge Servicing Partners, LLC. (iv) ARC
<br />Financial Fanners, LLC, (v) Appalachian Resource Company, LLC and (vil with respect to each
<br />of the foregoing panics in clauses (i) thmugh (vi] such parry's respective current and former
<br />affiliates, and such part's and their current and fomter affiliales' current mid farrier officers,
<br />managers, directors, equity holders (regardless of whether such interests are held directly or
<br />indimcily), predecessors, successors, and assigns, subsidiaries. principals. mcmbcts. employees,
<br />agents, managed accounts or fundk management companies, fund advisers, advisory board
<br />members, financial advisors, PaTIMU.. attumcys, accountants, itr—unem 1x-kc-rs, consulwmn ,
<br />representatives, and other professionals (the "Released Parries") from any and all claims, debts,
<br />obligations, promiscs,canrraversies, actions, suit, causes ufaclion, damages. nmrcdies. expenses.
<br />'tnclaaitgr. -ire mt limitation. ARC Financial Pat- I.I.C. Appalachian Re.—c Company. LLC. ARC
<br />McClaoc Canyon. LLC, ARC Colorado, LLC. ARC Taylsrvillc, LLC, ARC Matucky Rcsv—m LLC,
<br />Appalachian Reeoortc West Virginia LLC. ARC labibon✓,', LLC. and Lecwille Land. LLC-
<br />5
<br />I. The Prepelilion Lenders shall transfer to the Defilers' estates (a) 5400,Ot10 in cash
<br />no later than 3 business days after anry ofthe Bmkmptcy Court's onler approving this Agreement
<br />([he -Initial Settlement Payment"),and (b) solely to the extent Plan (as defined below•) containing
<br />the provisions set forth in paragraph 5 hareo£is confirmed by the Bankruptcy Court, 5100,000 in
<br />cash on the effective date ofsuch Plan (such amount, together with the Initial Sculcmcnl Paymcm,
<br />the "Scnlcmenl Payment').
<br />2. The "Settlement Effeelivc Date" shall occur upon the payment of the Initial
<br />$Gtlement Payment.
<br />3. The PreXh ion Lenders shall receive Wle of all uses recoveries paid to general
<br />unsecured creditors of the Debtors llntil the Prepelltlon Lenders recover an alnovnt ftjllal to the
<br />amount ofthe Settlement Payment (the "Seltlelnent Paymein Recovery Anumnl') whether such
<br />amenms is retivverel under a Plan, in a case under Chapter 7, or otherwise.
<br />4. In mutual consideration for the concessions made as set forth in Ibis Agreement, as
<br />of the Settlement Effective Date:
<br />(a) Except as set forth herein, the DIP Lenders and the Prepetilimr Lenders
<br />waive and release all claims against the Debtors' estates including. without limitation, any
<br />unsecured deficiency claims, and also waive and nutcase she Deblors' current and fonncr offrccrs.
<br />managers, directors, attorneys, accountants, investment bankers, consultants, representatives, and
<br />olhcT proRssionals firm all claims, rights arrd causes of action in any way related to the Debtors
<br />or their estates: provided that (i) any and all rights and claims relating so this Agreement or the
<br />Settlement Payment Recovery Amount shall be preserved, and (ii) any and all rights and claims of
<br />the DIP Secured Parties and the PeeW[tiod Secured Patties and any of their respective assignees
<br />E
<br />Case 1:20-bk-12043 Doc a8a-Z Filed Qe/18/20 Entered 00/15/20 18:9I:38 Desc
<br />Exhibit A. -Settlement Agreement Page S of 1Z
<br />demands and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law,
<br />equity, or olherwise, that such entity would have been legally entilled to assert (whether
<br />individually or colleen rely), traced on or in any way tlating to, or in any manner arising from, in
<br />whole or in pan, (A) the Committee Initial Challenges, (S) she Prepotittan Debt and any payments
<br />received by the PreWilion Secured Panic in resp"t Thereof, (C)the DIP Facii ity and any
<br />payments received by the DIP Secured Parties in respect (hereof, (D) the Debtors or their
<br />opcmtiuns, (E) the Chapter I I Case, (F) the Mien restructuring. (C) any avoidance actions
<br />under chapter 5 of the Bankruptcy Code, (H)airy investment in the Detlrors un the purchase, sale.
<br />transfer, or rescission ofncc purchase or salt of any security, asser, right, or micacm of the Dcbrors,
<br />(I) any all ion or 011ttwon with respect to any iWebtednesR under which the Deom are or were it
<br />borrawer or guarantor, or any equity investment in the Debt r ,including w•itlimt I milation the
<br />Prepaition Deht and she DIP Facility and any claims or Causes of action (including lender liability
<br />claims) in respect thereof, (J) the subject matler of, or die transactions or events giving rise to, any
<br />claim or interest restructured in the Chapter II Cases, (K) the formulation, preparation,
<br />dissemination, or negotiation of the (i) APA mid any other materials executed or esltered into in
<br />connection with the Sale Closing, (ii) Prepc[ition Credit Documents, (iii)the DIP Documdnls,
<br />(iv) Ibis Agrecmcm. and (v) any contracl, instrarrtcnt. release. or other agrext tcrrt or document
<br />(including any legal opinion requested by any entity regarding any transaction, contract,
<br />inarrumen[, document. acts ulh" agru_w contcmpla1n3 by it." ru'u cluring) c.a" or emend
<br />into in tanner lion with the Sale Closing, the DIP Facility, the Prepetilion Debt, and the Chapter l
<br />Cases, (L) any lariats taken in furtherance of the Sale Closing. and (M) any Challenge-, Provided
<br />j reher, that the DIP Secured Patties and the Prepetilion Secured Parties are also released from any
<br />and all claims, debts, obligations, promises, controversies, actions, suits, causes of action,
<br />C
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