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<br />IN THE UNITED STATES BANKRUPTCY COURT
<br />FOR THE SOUTHERN DISTRICT OF OHIO
<br />In re: ) Chapter I I
<br />Hopedale Mining, LLC, et aL,l ) Case No. 1:20-bk-12043 (GRH)
<br />(Jointly Administered)
<br />Debtors. ) Hon. Guy R- Humphrey
<br />This SETTLEMENT AGREEMENT (the "Agreement's is entered into as of October 15,
<br />2020, by and among (a) the Prepetition Lenders," (b) the DIP Lenders, (c) the Official Committee
<br />of Unsecured Creditors appointed in the above -captioned chapter I I cases (the "Committee"), and
<br />(d) solely with respect to paragraphs 4, 5, 6 and 7 hereof, the Debtors (the Prepetition Lenders, the
<br />DIP Lenders, the Committee, and the Debtors each shall be referred to herein as a T-@M" and
<br />collectively as the "Parties') and hereby agree as follows:
<br />RECffALS
<br />WHEREAS, on July 22, 2020, the Debtors: filed voluntary petitions under chapter 11 of
<br />the Bankruptcy Code in this Court.
<br />Ilk Debtors in these Chapter 11 arcs are (with the last four digits of their federal tax identification numbers in
<br />parentheses): Rhino GP LLC (9619), Rhino Resource Partners LP (7517), Rhino Energy LLC (6320), Rhino Trucking
<br />ILLC (87731 Rhino Exploration LLC (8863), Triad Roof Support Systems LLC (1193), Springdale Land LLC (9816),
<br />McClave Canyon Mining LLC (3783), Rhino Northern Holdings LLC (1$58), CAM -Ohio Real Estate LLC (1859),
<br />CAM -Colorado LLC (4269), Taylorville Mining LLC (5106). CAM Coat Trading L -C (4143), Castle valley Mining
<br />LLC (9495), Jewell Valley Mining LLC (0270), Rhino Services LLC (3356). Rhino Oilfield Services LLC (8934
<br />Rhino Technologies LLC (0994), CAM Mining ILC (2498), Rhino Coalfield Services LLC (3924), Hope". Mining
<br />LLC (9060), CAM -Kentucky Real Estate LLC (9099), CAM -BB LLC (9097), Leesville Land ILC (7794). CAM
<br />Aircraft LLC (5467), Permyrile, Energy LLC (6095), Rhino Eastem LLC (1457), Rockhouse Land LLC (7702).
<br />u Capitalized terms the are not defined herein shell have the meanings ascribed to them in the Final Order
<br />(7) Authorizing the Debron to (A) Obtain Porr-Pearson Financing and (E) Use Cash Collateral, (fp Grandw Gen"
<br />and Providing Siperpriortty Administrative Eryeme Status, (90 Granting Adequate P muam m b the Prepstman
<br />Secured Parries, (M hlodtfying the A -made Stay, and (M Granting Related Reliq[Dockd No. 2381 (the'TWW
<br />DD' Orden.
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<br />extended) solely as it relates to the Committee Pan 2 Initial Challenges was extended to October
<br />9, 2020 (Docket No. 392].
<br />WHEREAS, pursuant to Paragraph 27 of the Final DIP Order, the Committee also had until
<br />October 9, 2020 to bring soy Second Period Challenges (together with the Initial Challenge
<br />Deadline, the "Challenge Deadlines").
<br />WHEREAS, on September 10, 2020, the Debtors consummated the sale of certain assets
<br />to assignees and designees of the DIP Secured Parties and the Prepetition Secured Parties (the
<br />"Sale Closing') in accordance with the Order (1) Approving the Sale of Substann'ally All of the
<br />Debtors' Assets Free and Clear of All Non -Assumed Liens, Claims, Encumbrancer, and Interests;
<br />(H) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired
<br />Leases; and (III) Granting Related Relief [Docket No. 410) (the `Sale Order').
<br />WHEREAS, on October 9, 2020, pursuant to the Stipulation Regarding Extension oflnitial
<br />Challenge Period and Deadline to Assert Second Period Challenges [Docket No. 468], the
<br />Committee, the Debtors, the DIP Leaders, and the Prepetition Lenders entered into a stipulation
<br />extending the Challenge Deadlines to November 11, 2020 at 5:00 p.m. (Eastem); provided, that
<br />the Challenge Deadlines may be truncated by written agreement of the Committee, the Debtors,
<br />the DIP Lenders and the Prepetition Lenders, or by further order of the Court
<br />WHEREAS, the Committee and the Prepetition Lenders have been working diligently to
<br />resolve all claims that the Committee has identified against the Prepetition Leaders and the Parties
<br />have agreed to a settlement on the terms set forth below.
<br />AGREEMENT
<br />NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as
<br />WHEREAS, on July 30, 2020, the United States Trustee appointed the Committee.
<br />WHEREAS, on August 12, 2020, this Court entered the Final DIP Order.
<br />WHEREAS, pursuant to the Final DIP Order, on August 25, 2020 at 12:58 p.m. (Eastern)
<br />and 3:20 p.m. (Eastem) ("Notice 1" and "Notice 2" respectively), the Committee sent written
<br />notice to the Prepetition Secured Parties' course) of its intent to file certain Initial Challenges and
<br />specified those Initial Challenges (the challenges specified in pan 1 of Notice 1, the "Committee
<br />Pan I Initial Challenges", the challenges specified in Notice 2 and part B of Notice 1, the
<br />"Committee Pan 2 Initial Cballemges'', and collectively, the "Committee Initial Challenges").n
<br />WHEREAS, pursuant to Paragraph 27 of the Final DIP Order, the Committee, the DIP
<br />Lenders, the Prepetition Lenders, and the Debtors filed a stipulation to extend the Initial Challenge
<br />Deadline to September 3, 2020; provided, that the Initial Challenges are limited to those
<br />Committee Initial Challenges that were identified on August 25, 2020 and shall not include any
<br />additional challenges [Docket No. 355).
<br />WHEREAS, on September 3, 2020, pursuant to the Stipulation and Agreed Order
<br />Regarding Certain Lien Matters and Extension oflnitial Challenge Period [Docket No. 392) (the
<br />"LienStioulatioa % the Committee Part 1 Initial Challenges were resolved effective as of the date
<br />of the Sale Closing (as defined below), and such resolution is binding on a chapter 7 trustee.
<br />WHEREAS, pursuant to the Lien Stipulation, the Committee's Initial Challenge Deadline
<br />of September 3, 2020 at 5:00 p.m. (Eastern) under Paragraph 27 of the Final DIP Order (as
<br />' In the Committee Pan 1 Initial Challenges, the Committee challenges the validity of the liens of the Prepetition
<br />Secured Parties relating to Motor Velucim the N Real properties, the RE Real Properties, certain deposit accounts,
<br />and certain commercial ton claims. In the Committee Pan 2 Initial Challenges, the Committee challenges the
<br />allowability of the following components of the Prepctitim Secured Parties' claims: (i) unused fine fees,
<br />(ii) makewhole claims, (iii) origination f , (iV) autism fees, and IV) exit fees. This summary is included herein fen
<br />reference purposes only and is qualified in its entirely by Notice 1 and Notice 2,
<br />2
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<br />1. The Prepetition Lenders shall transfff to the Debtors' estates (a) $400,000 in cash
<br />no later than 3 business days after entry of the Ban]mrptcy Court's orderapproving this Agreement
<br />(the "Initial Settlement Payment"), and (b) solely to the extent a Plan (as defined below) containing
<br />the provisions set forth in paragraph 5 hereof is confirmed by the Bankruptcy Court, $100,000 in
<br />cash on the effective date of such Plan (such amount, together with the Initial Settlement Payment,
<br />the "Settlement Payment").
<br />2. The 'Settlement Effective Date" shall occur upon the payment of the Initial
<br />Settlement Payment.
<br />3. The Prepe[ition Lenders shall receive 50% of all net recoveries paid to general
<br />unsecured creditors of the Debtors until the Prepetition Lenders recover an amount equal to the
<br />amount of the Settlement Payment (the "Settlement Payment Recovery Amount"), whether such
<br />amount is recovered under a Plan, in a case under chapter 7, or otherwise.
<br />4. In mutual consideration for the concessions made as set forth in this Agreement, as
<br />of the Settlement Effective Date:
<br />(a) Except as set forth herein, the DIP Lenders and the Prepetition Lenders
<br />waive end release all claims against the Debtors' estates including, without limitation, any
<br />unsecured deficiency claims, and also waive and release the Debtors' current and former officers,
<br />managers, directors, attorneys, accountants, investment bankers, consultants, representatives, and
<br />other professionals from all claims, rights and causes of action in any way related to the Debtors
<br />or their estates; provided that (i) any and all rights and claims relating to 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 Prepetition Secured Parties and any of their respective assignees
<br />follows:
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