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<br />Transaction; (ii) the Assets have been adequately marketed and each of the Sale Ago ementsb by
<br />and between: (a) certain of the Debtors and the Stalling Horse Bidder, (b) C.O.P. Coal
<br />Development Company; Mountaineer Metallurgical Holdings, LLC; Eagle Specialty Materials,
<br />LLC; Carter Roag Coal Company; Ceres Consulting L.L.C.; and Prime Met, Inc. (the "Other
<br />Buyers"', and collectively with the Stalling Horse Bidder, the "Buyers') constitutes the highest
<br />or otherwise best offer for the applicable Assets; (iii) the Sale Transaction will present the best
<br />opportunity to realize the value of the Assets on a going concern basis and to avoid decline and
<br />devaluation of the related business; (iv) the Bidding Procedures utilized were designed to yield the
<br />highest or otherwise best bids for the Assets; and (v) the Debtors and the Buyers engaged in good
<br />faith, arms -length negotiations in order to achieve the Sale Transaction contemplated in the Sale
<br />Agreements. Entry of this Order and all provisions hereof is a necessary condition precedent to the
<br />Buyers consummating the Sale Transaction. To maximize the value of the Assets and preserve the
<br />viability of the operations to which the Assets relate, it is essential that the Sale Transaction occur
<br />within the time constraints set forth in the Sale Agreements. Time is of the essence in
<br />consummating the Sale Transaction. Accordingly, cause exists to lift the stays contemplated by
<br />Bankruptcy Rules 6004 and 6006.
<br />6 For the avoidance of doubt, the term "Sale Agreements" shall include such agreement as may be amended,
<br />supplemented, or otherwise modified, together with any and all agreements, certificates, instruments, or documents
<br />executed and delivered pursuant thereto.
<br />' To the extent necessary and applicable, "Other Buyers' shall include the following Qualified Bidders who are
<br />Altercate Bidders in the event the Debtors close with an Altercate Bidder instead of the previously identified
<br />Successful Bidders: RAMACO Resources Land Holdings, LLC and Wyoming Eagle, LLC (Joint Bid) as Altercate
<br />Bidder for Mountaineer Metallurgical Holdings, LLC on Asset Group 5 (Jewell Valley); Prime Met, Inc. as Altercate
<br />Bidder for Eagle Specialty Materials, LLC on Asset Group 6 (Rhino Eastern Reserve), for Caner Roag Coal Company
<br />on Asset Group 6 (Rich Mountain Reserve), and for the Stalking Horse Bidder on Asset Group 6 (Leesville Reserve).
<br />The Stallang Horse Bidder is the Alternate Bidder for Asset Group 6 (Hopedale Dock) and Asset Group 6 (Springdale
<br />Reserve).
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<br />by the Buyers for the Assets is the highest or otherwise best offers received by the Debtors. The
<br />Buyers are the Successful Bidder for their respective Assets in accordance with the Bidding
<br />Procedures. On September 1, 2020, the Debtors filed a notice of Successful Bid (Docket No. 340)
<br />pursuant to which they notified parties in interest that the Buyer; were the highest and best bidders
<br />for the Assets.
<br />L. Good Faith Purebaser. The Sale Transaction has been negotiated by the Debtors
<br />and the Buyers (and their respective affiliates and representatives) in good faith, at arm's length,
<br />and without collusion or fraud. The terns and conditions of the Sale Transaction, including the
<br />total consideration to he realized by the Debtors pursuant to the Sale Agreements are fair and
<br />reasonable, and the Sale Transaction is in the best interest of the Debtors, their creditors, and their
<br />estates. Each of the Buyers is a "good faith purehasee' entitled to the full benefits and protections
<br />of section 363(m) of the Bankruptcy Code and any other applicable bankruptcy or non -bankruptcy
<br />Law with respect to the sale and assignment of the Assets and the Sale Transaction, including in
<br />the event this Order or any portion thereof is reversed or modified on appeal. Buyers otherwise
<br />have proceeded in good faith in all respects in connection with the proceeding.
<br />M. None of the Buyers is an "insider' of any of the Debtors as that term is defined by
<br />section 101(31) of the Bankruptcy Code, and no common identity of directors or controlling
<br />stockholders exists between any of the Buyers and the Debtors. The Sale Agreements were not
<br />controlled by an agreement between potential or actual bidders within the meaning of section
<br />363(n) of the Bankruptcy Code. The Debtors and the Buyers have not engaged in any conduct,
<br />action, or inaction that would cause or permit the Sale Agreements or the consummation of the
<br />Sale Transaction to be avoided, or costs or damages to be imposed, under section 363(n) of the
<br />Bankruptcy Code or under any other federal, state, local or foreign law, statute, code, ordinance,
<br />1. Opportunity to Bid. The Bidding Procedures were substantively and procedurally
<br />fair to all parties and all potential bidders and afforded notice and a full, fair, and reasonable
<br />opportunity for any person or entity to make a higher or otherwise better offer to purchase the
<br />Assets. The Debtors and thew professionals robustly marketed the Assets and conducted the
<br />marketing and sale process m set forth in the Sale Motion and in compliance with the Bidding
<br />Procedures and the Bidding Procedures Order. The Auction process included in the Bidding
<br />Procedures afforded a full and fair opportunity for any person or entity to make an offer to purchase
<br />the Assets. Based upon the record of these proceedings, all creditors and other parties in interest
<br />and all prospective purchasers have been afforded a reasonable and fah opportunity to bid for the
<br />Assets.
<br />J. Auction. On August 28, 2020 and in accordance with the Bidding Procedures, the
<br />Debtors filed a Notice of Baseline Buds and Conduct of Virtual Auction (Docket No. 308) setting
<br />forth the Baseline Bids and providing notice of the processes for the Auction. On August 31, 2020,
<br />an Auction was conducted in accordance with the Bidding Procedures and after conclusion of the
<br />Auction, the Buyers were declared to have made the highest or otherwise best offers with respect
<br />to the Assets. The Debtors filed a Notice of Filing Auction Transcript on September 3, 2020
<br />(Docket No. 388). The Auction was conducted at arm's length, in compliance with the Bidding
<br />Procedures, without collusion, and in good faith. The Auction afforded potential purchasers a full,
<br />fair, and reasonable opportunity to make a higher or otherwise better offer for the Assets than that
<br />reflected in the Stalking Horse Agreement, including, without limitation, for any one Asset Group,
<br />for any combination of Asset Groups, or for any individual Assets within Asset Group 6.
<br />K. Highest or Otherwise Best Offer. The Debtors determined in a valid and sound
<br />exercise of their business judgment that, and the Court fords that the total consideration provided
<br />0
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<br />rule, regulation, order, judgment, writ, stipulation, award, injunction or decree or common law
<br />requirement ("Law"). Each of the Buyers are entitled to all the protections and immunities of
<br />section 363(n) of the Bankruptcy Code. This fording is without prejudice to any Challenges (as
<br />defined in the Final DIP Order) that may be brought by the Official Committee of Unsecured
<br />Creditors (the "Committee") against the Prepetition Secured Parties (as defined in the Final DIP
<br />Order); provided however, that the Committee agrees and stipulates that it will not challenge the
<br />Section 363(n) protection afforded to the Buyers herein; provided further, however, that the
<br />Committee shall not have the right to bring any Challenge that is resolved pursuant to the
<br />Stipulation and Agreed Order Regarding Certain Lien Matters and Extension ofdndial Challenge
<br />Period (Docket No. 392) (the "Stipulation') or otherwise resolved pursuant to the terms hereof.
<br />M Cause has been shown as to why this Order should not be stayed pursuant to
<br />Bankruptcy Rules 6004(h) and 6006(d).
<br />O. Hiehest or Otherwise Best Offer. The Debtors and each of the Buyers are not and
<br />will not be entering the Sake Transaction fraudulently or for any improper purpose. The Sale
<br />Transaction enhances the value of the Debtors' estates. No other person or entity or group of
<br />persons or entities has offered to purchase the Assets for an amount that would provide greater
<br />economic value to the Debtors than the Buyers. The Sale Transaction is not being consummated
<br />for the purpose of hindering, delaying, or defrauding creditors of the Debtors. The total
<br />consideration provided by the Buyers for the Assets is the highest or otherwise best offer received
<br />by the Debtors and constitutes reasonably equivalent value and fair consideration. Accordingly,
<br />the Sale Transaction may not be avoided under section 363(n), 548, or 549 of the Bankruptcy
<br />Code, the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act, any other
<br />applicable Law.
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