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Full title: Second Order (I) Authorizing the Sale of Certain Equipment Free and Clear of All Liens, Claims, Interests and Encumbrances in the Ordinary Course of Business and (II) Granting Other Related Relief (Related Doc # 301) Signed on 1/25/2021. (klt) (Entered: 01/25/2021)

Document posted on Jan 24, 2021 in the bankruptcy, 9 pages and 0 tables.

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Upon closing of any such sale contemplated herein, the transfer of the purchased Equipment to purchaser shall be free and clear of all interests of any kind or nature whatsoever, including, without limitation, all claims, liens and encumbrances, with all such interests, if any, to attach to the equipment in which the sale proceeds are reinvested, with the same validity, force, effect, extent and in the same order of priority, which such interests had prior to the closing of the sale, subject to any rights, claims, and defenses that the Debtors or their estates or the Committee, may possess with respect thereto.Any transfer of Equipment contemplated herein and as approved by this Order constitutes a legal, valid, and effective transfer of good and marketable title of such Equipment, and vests, or will vest, purchaser with all right, title, and interest to such purchased Equipment, free and clear of all interests. If any person or entity that has filed statements or other documents or agreements evidencing interests on or in all or any portion of the transferred Equipment has not delivered to the Debtors prior to the closing, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of liens and easements, and any other documents necessary for the purpose of documenting the release of all interests which such person or entity has or may assert with respect to all or a portion of the transferred Equipment, the Seller and purchaser are each independently authorized to execute and file such statements, instruments, releases and other documents on behalf of such person or entity with respect to the transferred Equipment; provided that, notwithstanding the foregoing, the provisions of this Sale Order authorizing the transfer of the Equipment free and clear of all interests shall be self-executing, and it shall not be, or be deemed, necessary for any person or entity to execute or file releases, termination statements, assignments, consents, or other instruments in order for the provisions of this Sale Order to be implemented.Furthermore, prior to sale of the Equipment or use of any sale proceeds from the Equipment, the Debtors will provide the Prepetition Secured Parties (with a copy to the Committee and the Bankruptcy Administrator) five days written notice, via electronic mail, of the Debtors’ proposed sale terms, including the identity of the purchaser and intended use of such proceeds, in order to allow the Prepetition Secured Parties the opportunity to confirm that the proposed sale price is acceptable and that the sale proceeds will be used in compliance with this Order.After the Debtors receive sale proceeds in accordance with this Order and before Debtors use such sale proceeds in accordance with this Order, such sale proceeds shall be held in a segregated deposit account in favor of KeyBank, as agent for the Prepetition Secured Parties which shall

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UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION In re: ) ) Chapter 11 FM COAL, LLC, et al.,1 ) ) Case No. 20-02783 (TOM) Debtors. ) ) Jointly Administered SECOND ORDER (I) AUTHORIZING THE SALE OF CERTAIN EQUIPMENT FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES IN THE ORDINARY COURSE OF BUSINESS AND (II) GRANTING OTHER RELATED RELIEF Upon the Motion2 of the above-captioned Debtors for entry of an order (this “Order”) (i) authorizing the Debtors to sell Equipment3 free and clear of liens, claims and encumbrances in ordinary course of business, and (ii) granting related relief; and upon the consideration of the First Day Declaration; and this Court having determined it has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference from the United States District Court for the Northern District of Alabama, dated July 16, 1984, as amended July 17, 1984; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this Court having determined that the legal and factual bases set forth in the Motion and at the 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are: FM Coal, LLC (1768); Cane Creek, LLC (3207); M. S. & R. Equipment Co., Inc. (3487); Cedar Lake Mining, Inc. (6132); Best Coal, Inc. (2487); and Xinergy of Alabama, Inc. (3009). 2 Capitalized terms shall have the same meanings as defined in the Motion unless otherwise defined herein. 3 The Equipment to which this Order is applicable is identified on Exhibit “1” hereto.

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Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED as follows: 1. The Motion is GRANTED. 2. Objections Overruled. Except as otherwise expressly provided in this Sale Order, all objections to the Sale Motion and the relief requested therein that have not been withdrawn, waived, or settled by announcement to this Court during the Sale Hearing or by stipulation filed with this Court, including, without limitation, any and all reservations of rights included in such objections or otherwise, are hereby denied and overruled on the merits, with prejudice. Those parties who did not object, or withdrew their objections, to the Sale Motion are deemed to have consented pursuant to Bankruptcy Code section 363(f)(2). 3. Sale Order Binding on All Parties. This Sale Order shall be binding in all respects upon all creditors (whether known or unknown) of and holders of equity interests in the Debtors (whether known or unknown), agents, trustees and collateral trustees, holders of interests in, against, or on the Equipment, or any portion thereof, all non-Debtor parties to any contracts with the Debtors (whether or not assigned), all successors and assignees of the Debtors, including, without limitation, any and all present or future affiliates of the foregoing, and any subsequent trustees appointed in the Chapter 11 Cases or upon a conversion of the Chapter 11 Cases to one or more cases under Chapter 7 of the Bankruptcy Code and shall not be subject to rejection, avoidance, termination or unwinding under any circumstances. 4. Subsequent Plan. Nothing contained in any chapter 11 plan confirmed in the Chapter 11 Cases, the confirmation order confirming any such chapter 11 plan, any order approving the wind down or dismissal of the Chapter 11 Cases, or any order entered upon the conversion of the Chapter 11 Cases to one or more cases under Chapter 7 of the Bankruptcy Code or otherwise

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shall conflict with or derogate from the provisions of this Sale Order. In the event there is a conflict between the terms of any subsequent Chapter 11 plan or any order to be entered in these cases (including any order entered after conversion of these cases to cases under Chapter 7 of the Bankruptcy Code), the terms of this Sale Order shall control. Approval of the Sale Free and Clear 6. Authorization to Consummate Transactions. Pursuant to Bankruptcy Code sections 363(c), the Debtors are authorized and empowered to sell the Equipment in the ordinary course of business in an arm’s length manner to non-insiders of the Debtors and for fair consideration; provided, however, that the Debtors’ authorization to sell is only applicable to the Equipment identified in Exhibit “1” hereto unless the Debtors, Official Committee of Unsecured Creditors (the “Committee”), the Bankruptcy Administrator and the Prepetition Secured Parties so agree or the Court otherwise orders. 7. Transfer of the Equipment Authorized. Pursuant to Bankruptcy Code sections 105(a) and 363, the Debtors are authorized to transfer any Equipment sold to the respective purchaser at the close of any such transaction, and any such transfer shall constitute a legal, valid, binding, and effective transfer of the Equipment sold and shall vest any purchaser with title to the Equipment sold to purchaser. 8. Surrender of Equipment by Third Parties. All persons and entities that are in possession of some or all of the Equipment subject to a sale pursuant to this Order are directed to surrender possession of such Equipment to the purchaser, its assignee, or its designee at the time of closing. Upon closing of any sale of Equipment, each of the Debtors’ creditors are authorized and directed to execute such documents and take such other actions as may be reasonably necessary to release their interests in the Equipment being sold, if any, as such interests may have been recorded or may otherwise exist. All persons are hereby forever

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prohibited and enjoined from taking any action that would adversely affect or interfere with the ability of the Debtors to sell and transfer any Equipment. 9. Transfer Free and Clear of Interests. Upon closing of any such sale contemplated herein, the transfer of the purchased Equipment to purchaser shall be free and clear of all interests of any kind or nature whatsoever, including, without limitation, all claims, liens and encumbrances, with all such interests, if any, to attach to the equipment in which the sale proceeds are reinvested, with the same validity, force, effect, extent and in the same order of priority, which such interests had prior to the closing of the sale, subject to any rights, claims, and defenses that the Debtors or their estates or the Committee, may possess with respect thereto. Any and all rights, claims, defenses, and objections of the Debtors or the Debtors’ estates and/or the Committee, with respect to any interests, including any liens, claims, or encumbrances asserted against the net proceeds of the sale or the Equipment are expressly reserved and preserved. The Debtors shall apply the net proceeds of the sale of any Equipment solely to reinvestment in new or existing equipment. 10. Legal, Valid, and Marketable Transfer with Permanent Injunction. Any transfer of Equipment contemplated herein and as approved by this Order constitutes a legal, valid, and effective transfer of good and marketable title of such Equipment, and vests, or will vest, purchaser with all right, title, and interest to such purchased Equipment, free and clear of all interests. All persons holding interests of any kind or nature whatsoever against the Debtors or the transferred Equipment are hereby and forever barred, estopped, and permanently enjoined from asserting against purchaser, its successors or assignees, its property, or the transferred Equipment, any Interest (including claims, liens and encumbrances) existing, accrued, or arising prior to the closing.

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11. Recording Offices and Releases of Interests. Upon the closing of any transaction contemplated herein, this Sale Order shall be construed and shall constitute, for any and all purposes, a full and complete assignment, conveyance, and transfer of the transferred Equipment or a bill of sale transferring good and marketable title of the transferred Equipment to the purchaser. This Sale Order is and shall be effective as a determination that, on the closing date, all interests of any kind or nature whatsoever existing as to the transferred Equipment prior to the closing date shall have been unconditionally released, discharged, and terminated, and that the conveyances described herein have been affected. This Sale Order is and shall be binding upon and govern the acts of all persons, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal and local officials, and all other persons who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated herein. Each and every federal, state, and local governmental agency or department is hereby authorized to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated herein. A certified copy of this Sale Order may be: (a) filed with the appropriate clerk; (b) recorded with the recorder; and/or (c) filed or recorded with any other governmental agency to act to cancel any interests against the Rock Trucks. 12. Cancellation of Third-Party Interests. If any person or entity that has filed statements or other documents or agreements evidencing interests on or in all or any portion of the transferred

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Equipment has not delivered to the Debtors prior to the closing, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of liens and easements, and any other documents necessary for the purpose of documenting the release of all interests which such person or entity has or may assert with respect to all or a portion of the transferred Equipment, the Seller and purchaser are each independently authorized to execute and file such statements, instruments, releases and other documents on behalf of such person or entity with respect to the transferred Equipment; provided that, notwithstanding the foregoing, the provisions of this Sale Order authorizing the transfer of the Equipment free and clear of all interests shall be self-executing, and it shall not be, or be deemed, necessary for any person or entity to execute or file releases, termination statements, assignments, consents, or other instruments in order for the provisions of this Sale Order to be implemented. 13. Use of Equipment Sale Proceeds. The Debtors are authorized to use the sale proceeds from the Equipment for the sole purposes of (i) repairing/enhancing existing equipment, and/or (ii) the purchase of new or used equipment; provided that in either instance, such repaired or purchased equipment shall remain subject to the Prepetition Secured Parties’ existing liens with the same validity, force, extent and effect, and in the same order of priority, which such interests had prior to the closing of the sale, subject to any rights, claims, and defenses that the Debtors, the Committee or the Bankruptcy Administrator, may possess with respect thereto. For the avoidance of doubt, despite any objections, the Debtors reserve all rights to seek authorization from the Court, after proper notice and a hearing, to use the Equipment sale proceeds for the purposes set forth in this paragraph. Furthermore, prior to sale of the Equipment or use of any sale proceeds from the Equipment, the Debtors will provide the Prepetition Secured Parties (with a copy to the Committee and the Bankruptcy Administrator) five days written notice, via

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electronic mail, of the Debtors’ proposed sale terms, including the identity of the purchaser and intended use of such proceeds, in order to allow the Prepetition Secured Parties the opportunity to confirm that the proposed sale price is acceptable and that the sale proceeds will be used in compliance with this Order. In the event that a Prepetition Secured Party asserts that the sale price is not acceptable or that sale proceeds will not be used as authorized by this Order, such Prepetition Secured Party shall be entitled to seek relief from the Court, on an expedited basis, regarding the Debtors’ sale of the equipment or use of the sale proceeds. While such objection or related pleading is pending before the Court, the Debtors shall be prohibited from selling the Equipment (if such pending objection regards the sale price) and/or using the sale proceeds (if such pending objection regards the use of proceeds) until such time as the objection is overruled by the Court or such Prepetition Secured Party otherwise consents. No broker fee or selling agent fee will be paid without Court approval of employment and compensation of any broker/agent. 14. After the Debtors receive sale proceeds in accordance with this Order and before Debtors use such sale proceeds in accordance with this Order, such sale proceeds shall be held in a segregated deposit account in favor of KeyBank, as agent for the Prepetition Secured Parties which shall be subject to existing liens, claims and interests with the same validity, force, effect, extent and in the same order of priority, which such liens, claims and interests had prior to the closing of the sale, subject to any rights, claims, and defenses that the Debtors or Committee, may possess with respect thereto. Other Provisions 15. Effective Immediately. This order constitutes a final order within the meaning of 28 U.S.C. § 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, including Bankruptcy Rule 6004(h), for cause shown, this Order shall not be stayed and shall be

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effective immediately upon entry, and the Debtors are authorized to close any sale immediately upon entry of this Order. 16. Standing. The transactions authorized herein shall be of full force and effect, regardless of any Debtor’s lack of good standing in any jurisdiction in which such Debtor is formed or authorized to transact business. 17. Authorization to Effect Order. The Debtors are authorized to take all actions necessary to effect the relief granted pursuant to this Order in accordance with the Motion. 18. Automatic Stay. The automatic stay pursuant to Bankruptcy Code section 362 is hereby modified, lifted, and annulled with respect to the Debtors and Purchaser to the extent necessary, without further order of this Court, to (a) allow Purchaser to deliver any necessary notices, and (b) allow Purchaser to take any and all actions permitted under this Order. 19. Order to Govern. To the extent that this Order is inconsistent with any prior order entered or pleading filed in the Chapter 11 Cases, the terms of this Order shall govern. 20. Retention of Jurisdiction. The Court shall retain jurisdiction to, among other things, interpret, implement, and enforce the terms and provisions of this Order. Dated: January 25, 2021 /s/ Tamara O. Mitchell TAMARA O. MITCHELL UNITED STATES BANKRUPTCY JUDGE

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Exhibit “1” Equipment Covered by Order

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