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<br />Permits, notwithstanding anything to the contrary in the applicable Sales Agreements or any
<br />documents related thereto under the respective Sales Agreements.
<br />57. Surety Bonds, Indemnity National Insurance Company ("Sure ") has (a) issued
<br />certain commercial surety bonds on behalf of and/or for the benefit of the Debtors (collectively,
<br />the "Existing Suretv Bonds" and each an "Existing Surety Bond") and (b) entered into certain
<br />indemnity and related agreements with the Debtors, and certain non -debtor affiliates regarding the
<br />Existing Surety Bonds (the "Existing Bond Agreements")- Pursuant to the Existing Bond
<br />Agreements, the Debtors have posted, and the Surety controls and has a valid and perfected first -
<br />priority lien on certain cash collateral (the "Existing Collateral'). Nothing in this Order or any
<br />Sale Agreement shall release discharge, preclude, or enjoin any obligation of the Debtors to Surety
<br />under the Existing Surety Bonds, the Existing Bond Agreements, and/or the common law of
<br />suretyship and such obligations to Surety are not being released, discharged or precluded by this
<br />Order or any Sale Agreement. Further, nothing herein shall obligate Surety to issue any
<br />Replacement Surety Bonds on behalf of any Buyer or any other third party. Nothing in this Order
<br />or any Sale Agreement shall be interpreted to alter, diminish or enlarge the rights of Surety under
<br />an Existing Surety Bond to the obligee of such Existing Surety Bond, nor shall any of the foregoing
<br />he deemed to enjoin Surety from asserting any rights, claims or defenses against such obligee
<br />available to the Debtors or the Surety under applicable law.
<br />58. To the extent that the closing of any sale of Assets to a Buyer occurs prior to (i) the
<br />replacement or assignment of the Debtors' existing mining or other permits (the " xis
<br />Permits") with new or assigned mining or other pemtits (the "Replacement Permits") and (ii) the
<br />replacement of the Existing Surety Bonds with new commercial surety bonds issued by Surety or
<br />another commercial surety company (collectively, the "Replacement Surety Bonds" and each a
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<br />of the Stalking Horne Agreement, the treatment of the Existing Collateral shall be governed solely
<br />by the terms of the Stalking Horse Bond Agreement.
<br />60. DIP Credit Agreement 1n Full Force and EffeM. Except as expressly provided
<br />for herein, and pursuant to that certain Final Order (1) Authorizing the Debtors to (A) Obtain
<br />Posipetition Financing and (B) Use Cash Collateral, (H) Granting Liens and Providing
<br />Superpriority Administrative Expense Status, (ID) Granting Adequate Protection to the
<br />Prepeition Secured Parties, (IV) Modifying the Automatic Stay, and (V) Granting related Relief
<br />(Docket No. 238) (the "Final DIP Order')', all the DIP Secured Parties' rights under the DIP
<br />Facility remain in full force and effect, including without limitation the provisions of the DIP
<br />Credit Agreement regarding Mandatory Prepayments.
<br />61. Committee Agreements. In order the facilitate the Sale Tramsaction and the
<br />corollary value to the Estates, the Committee, the Debtors and the Stalking Horse Bidder reached
<br />certain agreements reflected in this Order as follows:
<br />a. The Stalking Horse Bidder (or its assignees or designees) will acquire the
<br />Purchased Assets, including all Contingent Assets (each as defined in the Stalking
<br />Horse Agreement), and the Stalking Horse Bidder agrees to not remove the
<br />Contingent Assets from the Stalking Horse Agreement including, without
<br />limitation, under Section 8.5(b) thereof; provided, however, that the consummation
<br />of the Stalking Horse Agreement remains subject to all of the terms and conditions
<br />specified therein. For the avoidance of doubt and notwithstanding any terms in the
<br />Stalling Horse Agreement to the contrary, the Purchased Assets under the Stalking
<br />Horse Agreement do not include (i) any Causes of Action under chapter 5 of the
<br />"Replacement Surety Bond"), the Debtors and the applicable Buyer shall enter into an agreement
<br />(the "Interim Agreement") that allows such Buyer to seek authorization from the appropriate
<br />governmental unit in accordance with non-bankmptcy law to operate the Assets purchased in the
<br />sale under the Existing Permits and the Existing Surety Bonds until such Buyer obtains the
<br />Replacement Permits and the Replacement Surety Bonds. At a minimum, the Interim Agreement
<br />shall provide that the for the Assets purchased by the applicable Buyer, the applicable Buyer (i)
<br />assumes all obligations under the Existing Permits, the Existing Surety Bonds, and the Existing
<br />Indemnity Agreement for any activities conducted by such Buyer on the Existing Permits during
<br />the term of the Interim Agreement and (ii) indemnifies the Debtors and Surety from and against
<br />any and all claims, liability, losses or defaults that occur during the term of the Interim Agreement.
<br />59. Notwithstanding anything in this Order or any Sale Agreement to the contrary, the
<br />Debtors' rights in the Existing Collateral shall, upon execution of the Stalling Horse Bond
<br />Agreement (as defined below), be transferred to the Stalking Horse Bidder, provided, however,
<br />that the Existing Collateral shall remain in the possession and control of Surety and Surety's liens
<br />on the Existing Collateral shall =aim valid and perfected and shall, in addition to any other
<br />collateral required under the Replacement Bond Agreements, secure (i) the Stalking Horse
<br />Bidder's obligations under the Replacement Bond Agreement with the Stalking Horse Bidder (the
<br />"Stalking Horse Bond Agreement") and the Replacement Surety Bonds issued in favor of the
<br />Stalking Horse Bidder (the "Stalking Horse Bonds"); (it) the Debtors' obligations under the
<br />Existing Surety Bonds associated with the Jewell Valley Plant to the extent and in the manner set
<br />forth in the Stalking Horse Bond Agreement; and (iii) the Debtors' obligations under the Existing
<br />Surety Bonds for which Surety is issuing the Stalking Horse Bonds and any associated obligations
<br />under the Existing Surety Agreement. Upon the closing of the sale transaction that is the subject
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<br />Bankruptcy Code, or (ii) any commercial tort claims or any claims against the
<br />Debtors' directors, officers, or shareholders (including any insurance policies and
<br />proceeds), Royal Energy Resources, Inc. and its affiliates, William Tuorto and his
<br />affiliates, Yorktown Partners LLC and its affiliates (collectively, "Yorktown
<br />Parties"), Danny Tayloe and his affiliates or any other insiders (the "Potential
<br />Litieation Parties'); provided, however, that the Causes of Action described in
<br />Section 8.17 of the Stalking Horse Agreement (the "Yorktown Scheduled
<br />Claims") shall be irrevocably released, but only the specific Yorktown Scheduled
<br />Claims and no other clam or cause of action including, for avoidance of doubt, any
<br />claims under chapter 5 of the Bankruptcy Code, and nothing contained in the
<br />release of the Yorktown Scheduled Claims shall have any impact on any other
<br />claims brought against the Yorktown Parties by the Debtors' estates.
<br />b. The Stalking Horse Bidder (or its assignees or designees) agrees to serve as
<br />Alternate Bidder (as defined in the Sale Procedures Order) with respect to the
<br />Springdale Reserve Assets and Hopedale Dock Assets (each as defined in the
<br />Stalking Horse Agreement).
<br />c. The Committee agrees that the entire availability under the DIP Facility (as defined
<br />in the Final DIP Order) has been funded by the DIP Lenders. The Prepetition
<br />Lenders and DIP Lenders hereby stipulate that, effective as of the Closing of the
<br />Sale Transaction, (i) all of the Debtors' cash from the DIP Facility, including any
<br />unused professional fee carve -out amounts (if any), will remain available in the
<br />Debtors' estates unencumbered by any liens or claims of the Prepetition Lenders
<br />and DIP Lenders; (ii) any cash held in the Debtors' deposit accounts held at East
<br />Capitalized terms used in this paragraph shall have the meanings provided in the Final DIP Order a, DIP Credit
<br />Agreement, as applicable.
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