2021-02-11_GENERAL DOCUMENTS - C1980004 (2)

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Case 1:20-bk-12043 Doc 604-1 Filed 02/11/21 Entered 02/11/21 10:48:19 Desc Exhibit A - Liquidating Trust Agreement Page 1 of 22 CREDITORS TRUST AGREEMENT This Creditors Trust Agreement (the "Liquidating Trust Agreement"), is being entered into as of February 1, 2021, by and between Hopedale Mining LLC (Case No. 20-12043) and each of its affiliated debtors and debtors-in-possession, Rhino GP LLC (20-12044), Rhino Resource Partners LP (20-12045), Rhino Energy LLC (20-12046), Rhino Trucking LLC (20- 12051), Rhino Exploration LLC (20-12057), Triad Roof Support Systems LLC (20-12060), Springdale Land LLC (20-12062), McClane Canyon Mining LLC (20-12047), Rhino Northern Holdings LLC (20-12048), CAM-Ohio Real Estate LLC (20-12052), CAM-Colorado LLC (20- 12053), Taylorville Mining LLC (20-12056), CAM Coal Trading LLC (20-12059), Castle Valley Mining LLC (20-12050), Jewell Valley Mining LLC (20-12055), Rhino Services LLC (20- 12063), Rhino Oilfield Services LLC (20-12066), Rhino Technologies LLC (20-12068), CAM Mining LLC (20-12069), Rhino Coalfield Services LLC (20-12070), CAM-Kentucky Real Estate LLC (20-12049), CAM-BB LLC (20-12054), Leesville Land LLC (20-12058), CAM Aircraft LLC (20-12061), Pennyrile Energy LLC (20-12064), Rhino Eastern LLC (20-12065), and Rockhouse Land LLC (20-12067)(collectively the "Debtors"), as debtors and debtors-in- possession in the chapter 11 cases pending in the United States Bankruptcy Court for the Southern District of Ohio, (the`Bankruptcy Court"), and G1assRatner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services (`B. Riley"), solely in its capacity as trustee under this Liquidating Trust Agreement(the "Liquidating Trustee"). The Joint Plan of Orderly Liquidation of Hopedale Mining LLC and its Affiliated Debtors Under Chapter 11 of the Bankruptcy Code (the "Plan")' was confirmed by the Bankruptcy Court's order, entered on the docket on January 15, 2021 [ECF No. 580] (the "Confirmation Order") and provides, inter alia, for: (a) The transfer(the "Transfer") of all right, title and interest of the Debtors in the Assets (the "Liquidating Trust Assets") to the Creditors Trust (the "Liquidating Trust") on the Effective Date for distribution to the holders of Allowed Claims of the Debtors (the "Beneficiaries") pursuant to and in accordance with this Liquidating Trust Agreement, the Plan and the Confirmation Order; (b) The treatment of the Transfer for federal income tax purposes as the transfer of the Liquidating Trust Assets by the Debtors to the Beneficiaries followed by the transfer of such assets by the Beneficiaries to the Liquidating Trust in exchange for their respective beneficial interests therein; (c) The treatment for all purposes, including federal income tax purposes, of the Beneficiaries as the deemed owners of their respective Liquidating Trust Assets and as the grantors of the Liquidating Trust; (d) The treatment of the Liquidating Trust as a grantor trust for federal income tax purposes; (e) The valuation of the Liquidating Trust Assets by the Liquidating Trustee and the use of such valuations by the Liquidating Trustee and the Beneficiaries for all federal income tax purposes; Capitalized terms not otherwise defined herein shall have the meanings given to them in the Plan. 4852-4646-2934.1