MurrayBankruptcyPetition PDF
MurrayBankruptcyPetition PDF
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4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
46226 National Road
Number Street Number Street
P.O. Box
St. Clairsville, Ohio 43950
City State Zip Code City State Zip Code
6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Other. Specify:
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
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Debtor Murray Energy Corporation Case number (if known)
Name
A. Check One:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
§ 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
2121 (Coal Mining)
☐ Chapter 9
☐ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
☐ The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
☐ Chapter 12
9. Were prior bankruptcy cases ☒ No
filed by or against the debtor ☐ Yes. District When Case number
within the last 8 years? MM/DD/YYYY
If more than 2 cases, attach a District When Case number
separate list. MM/DD/YYYY
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
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Debtor Murray Energy Corporation Case number (if known)
Name
11. Why is the case filed in this Check all that apply:
district?
☒ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
☐ A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
☐ Other
Contact name
Phone
1 The Debtors’ estimated assets, liabilities, and number of creditors noted here are provided on a consolidated basis.
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
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Debtor Murray Energy Corporation Case number (if known)
Name
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of petition.
debtor
I have been authorized to file this petition on behalf of the debtor.
I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on 10/29/2019
MM/ DD / YYYY
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
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Rider 1
Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor
On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition in the United
States Bankruptcy Court for the Southern District of Ohio for relief under chapter 11 of title 11 of the United States
Code. The Debtors have moved for joint administration of these cases under the case number assigned to the
chapter 11 case of Murray Energy Holdings Co.
Murray Energy Holdings Co. Keystone Coal Mining Corporation Southern Ohio Coal Company
AMCA Coal Leasing, Inc. Maple Creek Mining, Inc. Spring Church Coal Company
AmCoal Holdings, Inc. Maple Creek Processing, Inc. Sunburst Resources, Inc.
American Compliance Coal, Inc. McElroy Coal Company T D K Coal Sales, Incorporated
American Energy Corporation Mill Creek Mining Company The American Coal Company
American Equipment & Machine, Inc. Mon River Towing, Inc. The American Coal Sales Company
American Mine Services, Inc. MonValley Transportation Center, Inc. The Franklin County Coal Company
American Natural Gas, Inc. Murray American Coal, Inc. The Harrison County Coal Company
AmericanHocking Energy, Inc. Murray American Energy, Inc. The Marion County Coal Company
AmericanMountaineer Energy, Inc. Murray American Kentucky Towing, Inc. The Marshall County Coal Company
AmericanMountaineer Properties, Inc. Murray American Minerals, Inc. The McLean County Coal Company
Anchor Longwall and Rebuild, Inc. Murray American Resources, Inc. The Meigs County Coal Company
Andalex Resources, Inc. Murray American River Towing, Inc. The Monongalia County Coal Company
Andalex Resources Management, Inc. Murray American Transportation, Inc. The Muhlenberg County Coal Company, LLC
Avonmore Rail Loading, Inc. Murray Colombian Resources, LLC The Muskingum County Coal Company
Belmont Coal, Inc. Murray Energy Corporation The Ohio County Coal Company
Belmont County Broadcast Studio, Inc. Murray Equipment & Machine, Inc. The Ohio Valley Coal Company
Canterbury Coal Company Murray Global Commodities, Inc. The Ohio Valley Transloading Company
CCC Land Resources LLC Murray Kentucky Energy, Inc. The Oklahoma Coal Company
CCC RCPC LLC Murray Kentucky Energy Services, Inc. The Washington County Coal Company
Central Ohio Coal Company Murray Keystone Processing, Inc. The Western Kentucky Coal Company, LLC
Coal Resources Holdings Co. Murray South America, Inc. Twin Rivers Towing Company
Coal Resources, Inc. Murray Utah Energy Services, Inc. UMCO Energy, Inc.
Consolidated Land Company Ohio Energy Transportation, Inc. UtahAmerican Energy, Inc.
Consolidation Coal Company Ohio Valley Resources, Inc. West Ridge Resources, Inc.
Corporate Aviation Services, Inc. OhioAmerican Energy, Incorporated West Virginia Resources, Inc.
Eighty-Four Mining Company Oneida Coal Company, Inc. Western Kentucky Coal Resources, LLC
Empire Dock, Inc. PennAmerican Coal L.P. Western Kentucky Consolidated Resources, LLC
Energy Resources, Inc. PennAmerican Coal, Inc. Western Kentucky Land Holding, LLC
Energy Transportation, Inc. Pennsylvania Transloading, Inc. Western Kentucky Rail Loadout, LLC
Genwal Resources, Inc. Pinski Corp. Western Kentucky Resources Financing, LLC
Kanawha Transportation Center, Inc. Pleasant Farms, Inc. Western Kentucky Resources, LLC
KenAmerican Resources, Inc. Premium Coal, Inc. Western Kentucky River Loadout, LLC
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)
In re: ) Chapter 11
)
MURRAY ENERGY CORPORATION, ) Case No. 19-___________(___)
)
Debtor. )
)
2 This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the
Federal Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such
equity as of the date of commencement of the chapter 11 case.
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)
In re: ) Chapter 11
)
MURRAY ENERGY CORPORATION, ) Case No. 19-___________(___)
)
Debtor. )
)
Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the
following are corporations, other than a government unit, that directly or indirectly own 10% or more of any
class of the debtor’s equity interest:
United States Bankruptcy Court for the: Southern District of Ohio � Check if this is an
Case number (If known): (State) amended filing
A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which
the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not
include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor
among the holders of the 50 largest unsecured claims.
Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
1 The Debtors reserve the right to assert setoff and other rights with respect to any of the claims listed herein.
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
2
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
3
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
4
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
5
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
6
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
7
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Amount of claim
Nature of
claim If the claim is fully unsecured, fill in only
unsecured claim amount. If claim is partially
(for secured, fill in total claim amount and deduction
Indicate if claim
example, for value of collateral or setoff to calculate
Name of creditor and complete Name, telephone number and is contingent,
trade debts, unsecured claim.
mailing address, including zip code email address of creditor contact unliquidated, or
bank loans,
disputed
professional Total 1Deduction
services, and claim, if for value of
Unsecured Claim
government partially collateral or
contracts) secured setoff [1]
8
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An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and
submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in
the document, and any amendments of those documents. This form must state the individual’s position or relationship to the
debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property
by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18
U.S.C. §§ 152, 1341, 1519, and 3571.
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the
partnership; or another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true
and correct:
Executed on
/s/ Robert D. Moore
10/29/2019
MM/ DD/YYYY Signature of individual signing on behalf of debtor
Robert D. Moore
Printed name
Authorized Signatory
Position or relationship to debtor
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors
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(“Murray Energy”)
(“Holdings”)
WHEREAS, the boards of directors (each, a “Governing Body”) of Murray Energy and
Holdings (each, a “Company,” and collectively, the “Companies”) have considered presentations
by the management and the financial and legal advisors of each Company regarding the liabilities
and liquidity situation of each Company, the strategic alternatives available to it, and the effect of
the foregoing on each Company’s business;
WHEREAS, each Governing Body has had the opportunity to consult with the
management and the financial and legal advisors of the Companies and to fully consider each of
the strategic alternatives available to the Companies;
WHEREAS, after a marketing process and negotiations with its stakeholders, the
Companies and their advisors have negotiated with certain of the lenders under its Superpriority
Credit and Guaranty Agreement (as defined herein) to provide a senior secured
debtor-in-possession term loan facility in an amount up to $350 million to the Companies
(the “DIP Facility”), which would be used to fund the Companies’ operations in the ordinary
course, fund the administration of each Company’s Chapter 11 Case (as defined herein), pay the
claims of certain vendors, employees, and other stakeholders in the ordinary course of business
during each Company’s Chapter 11 Case, and repay the amounts outstanding under the asset based
revolving facility under the Amended and Restated Revolving Credit Agreement (but not the first
in, last out term loan under that credit agreement);
WHEREAS, the Companies and their advisors have negotiated that certain restructuring
support agreement (the “RSA”) with the Consenting Superpriority Lenders and Consenting
Equityholders (each as is defined in the RSA), which RSA documents the support of those
consenting parties for each Company’s proposed Chapter 11 Cases and reorganization; and
WHEREAS, each Governing Body has reviewed and considered presentations by the
management and the financial and legal advisors of each Company regarding the DIP Facility and
the RSA.
CHAPTER 11 FILING
RESOLVED, that, in the judgment of each Governing Body, it is desirable and in the best
interests of each Company (including a consideration of its creditors and other parties in interest)
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that each Company shall be, and hereby is, authorized to file, or cause to be filed, a voluntary
petition for relief (the “Chapter 11 Case”) under the provisions of chapter 11 of title 11 of the
United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), in the United States
Bankruptcy Court for the Southern District of Ohio (the “Bankruptcy Court”) and any other
petition for relief or recognition or other order that may be desirable under applicable law in the
United States.
RESOLVED, that any of the Chief Executive Officer, Chief Financial Officer, any
Executive Vice President, any Senior Vice President, any Chief Legal Officer, or any other duly
appointed officer of each Company (collectively, the “Authorized Officers”), acting alone or with
one or more other Authorized Officers be, and they hereby are, authorized, empowered, and
directed to execute and file on behalf of each Company all petitions, schedules, lists, and other
motions, papers, or documents, and to take any and all action that they deem necessary or proper
to obtain such relief, including, without limitation, any action necessary to maintain the ordinary
course operation of each Company’s business.
RESOLVED, that, in the judgment of each Governing Body, it is desirable and in the best
interests of each Company (including a consideration of its creditors and other parties in interest)
that each Company shall be, and hereby is, authorized to and directed to finalize, execute, and
deliver the RSA, and the Companies’ performance of their obligations under the RSA, including
the negotiation and documentation of a chapter 11 plan and asset purchase agreement, and all
exhibits, schedules, attachments, and ancillary documents or agreements related to such
documents, is, in all respects, approved and authorized.
RETENTION OF PROFESSIONALS
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ the law firm of Kirkland & Ellis LLP and Kirkland & Ellis International LLP
(together, “Kirkland”) as general bankruptcy counsel to represent and assist each Company in
carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each
Company’s rights and obligations, including filing any motions, objections, replies, applications,
or pleadings; and in connection therewith, each of the Authorized Officers, with power of
delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers, and to cause to be filed an appropriate application for authority to retain the
services of Kirkland;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ the law firm of Dinsmore & Shohl L.L.P. (“Dinsmore”) as local bankruptcy
counsel to represent and assist each Company in carrying out its duties under the Bankruptcy Code,
and to take any and all actions to advance each Company’s rights and obligations, including filing
any motions, objections, replies, applications, or pleadings; and in connection therewith, each of
the Authorized Officers, with power of delegation, is hereby authorized and directed to execute
appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate
application for authority to retain the services of Dinsmore;
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RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ the firm Evercore Group L.L.C. (“Evercore”), as investment banker to represent
and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any
and all actions to advance each Company’s rights and obligations; and in connection therewith,
each of the Authorized Officers, with power of delegation, is hereby authorized and directed to
execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an
appropriate application for authority to retain the services of Evercore;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ the firm Alvarez and Marsal L.L.C. (“A&M”), as financial advisor to represent
and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any
and all actions to advance each Company’s rights and obligations; and in connection therewith,
each of the Authorized Officers, with power of delegation, is hereby authorized and directed to
execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an
appropriate application for authority to retain the services of A&M;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ the firm of Prime Clerk LLC (“Prime Clerk”) as notice and claims agent to
represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to
take any and all actions to advance each Company’s rights and obligations; and in connection
therewith, each of the Authorized Officers, with power of delegation, is hereby authorized and
directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be
filed appropriate applications for authority to retain the services of Prime Clerk;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized and
directed to employ any other professionals to assist each Company in carrying out its duties under
the Bankruptcy Code; and in connection therewith, each of the Authorized Officers, with power
of delegation, is hereby authorized and directed to execute appropriate retention agreements, pay
appropriate retainers and fees, and to cause to be filed an appropriate application for authority to
retain the services of any other professionals as necessary; and
RESOLVED, that each of the Authorized Officers be, and they hereby are, with power of
delegation, authorized, empowered, and directed to execute and file all petitions, schedules,
motions, lists, applications, pleadings, and other papers and, in connection therewith, to employ
and retain all assistance by legal counsel, accountants, financial advisors, and other professionals
and to take and perform any and all further acts and deeds that each of the Authorized Officers
deem necessary, proper, or desirable in connection with each Company’s Chapter 11 Case, with a
view to the successful prosecution of such case.
WHEREAS, each Company will obtain benefits from the use of collateral, including cash
collateral, as that term is defined in section 363(a) of the Bankruptcy Code (the “Cash Collateral”),
which is security for certain prepetition secured lenders (collectively, the “Secured Lenders”) party
to:
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(a) that certain Amended and Restated Revolving Credit Agreement, originally dated
as of December 5, 2013, as amended, restated, modified, or supplemented from
time to time prior to the date hereof, among Holdings, Murray Energy, as borrower,
the guarantors from time to time party thereto, the various lenders from time to time
party thereto, and Goldman Sachs Bank USA, as agent;
(b) that certain Superpriority Credit and Guaranty Agreement, dated as of June 29,
2018, as amended, restated, modified, or supplemented from time to time prior to
the date hereof (the “Superpriority Credit and Guaranty Agreement”), among
Holdings, Murray Energy, as borrower, the guarantors from time to time party
thereto, the various lenders from time to time party thereto, and GLAS Trust
Company LLC, as administrative agent;
(c) that certain Credit and Guaranty Agreement, dated as of April 16, 2015, as
amended, restated, modified, or supplemented from time to time prior to the date
hereof, among Holdings, Murray Energy, as borrower, the guarantors from time to
time party thereto, the various lenders from time to time party thereto and Black
Diamond Commercial Finance, L.L.C., as successor administrative agent to GLAS
Trust Company LLC and Deutsche Bank AG New York Branch, respectively;
(d) that certain Indenture, dated June 29, 2018, as amended, restated, modified, or
supplemented from time to time prior to the date hereof, by and among Murray
Energy, as issuer, the guarantors from time to time party thereto, The Bank of New
York Mellon Trust Company, N.A., as indenture trustee, and U.S. Bank National
Association, as collateral trustee;
(e) that certain Indenture, dated May 8, 2014, as amended, restated, modified or
supplemented from time to time prior to the date hereof, by and among Murray
Energy, as issuer, the guarantors from time to time party thereto, The Bank of New
York Mellon Trust Company, N.A., as indenture trustee, and U.S. Bank National
Association, as collateral trustee; and
(f) that certain Indenture, dated April 16, 2015, as amended, restated, modified or
supplemented from time to time prior to the date hereof, by and among Murray
Energy, as issuer, the guarantors from time to time party thereto, The Bank of New
York Mellon Trust Company, N.A., as indenture trustee, and U.S. Bank National
Association, as collateral trustee.
WHEREAS, the obligation of the DIP Lenders to make the extensions of credit to the
Borrower is subject to, among other things, each Company entering into the DIP Credit Agreement
and satisfying certain conditions in the DIP Credit Agreement; and
WHEREAS, each Company will obtain benefits from the DIP Credit Agreement and it is
advisable and in the best interest of each Company to enter into the DIP Credit Agreement and
each other DIP Loan Document (as defined in the DIP Credit Agreement) and to perform its
obligations thereunder, including granting security interests in all or substantially all of its assets.
RESOLVED, that the form, terms, and provisions of the DIP Credit Agreement, and the
transactions contemplated by the DIP Credit Agreement (including, without limitation, the
borrowings thereunder), the transactions contemplated therein, and the guaranties, liabilities,
obligations, security interests granted, and notes issued, if any, in connection therewith, be, and
hereby are, authorized, adopted and approved;
RESOLVED, that each Company will obtain benefits from the DIP Credit Agreement and
it is advisable and in the best interest of each Company to enter into the DIP Credit Agreement
and each other DIP Loan Document and to perform its obligations thereunder, including granting
security interests in all or substantially all of its assets;
RESOLVED, that each Company’s execution and delivery of, and its performance of its
obligations (including guarantees) in connection with the DIP Credit Agreement, are hereby, in all
respects, authorized and approved; and further resolved, that each of the Authorized Officers,
acting alone or with one or more Authorized Officers, is hereby authorized, empowered, and
directed to negotiate the terms of and to execute, deliver, and perform under the DIP Credit
Agreement and any and all other documents, certificates, instruments, agreements, intercreditor
agreements, any amendment, or any other modification required to consummate the transactions
contemplated by the DIP Credit Agreement in the name and on behalf of each Company, in the
form approved, with such changes therein and modifications and amendments thereto as any of
the Authorized Officers may in his or her sole discretion approve, which approval shall be
conclusively evidenced by his or her execution thereof. Such execution by any of the Authorized
Officers is hereby authorized to be by facsimile, engraved or printed as deemed necessary and
preferable;
RESOLVED, that each of the Authorized Officers, acting alone or with one or more
Authorized Officers, be, and hereby are, authorized, empowered, and directed in the name of, and
on behalf of, each Company to seek authorization to enter into the DIP Credit Agreement and to
seek approval of the use of Cash Collateral pursuant to a postpetition financing order in interim
and final form, and any Authorized Signatory be, and hereby is, authorized, empowered, and
directed to negotiate, execute, and deliver any and all agreements, instruments, or documents, by
or on behalf of each Company, necessary to implement the postpetition financing, including
providing for adequate protection to the Secured Lenders in accordance with section 363 of the
Bankruptcy Code, as well as any additional or further agreements for entry into the DIP Credit
Agreement and the use of cash collateral in connection with each Company’s Chapter 11 Case,
which agreements may require each Company to grant adequate protection and liens to each
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Company’s Secured Lenders and each other agreement, instrument, or document to be executed
and delivered in connection therewith, by or on behalf of each Company pursuant thereto or in
connection therewith, all with such changes therein and additions thereto as any Authorized
Signatory approves, such approval to be conclusively evidenced by the taking of such action or by
the execution and delivery thereof;
RESOLVED, that (i) the form, terms, and provisions of the DIP Credit Agreement and all
other DIP Loan Documents to which each Company is a party, (ii) the grant of security interests
in, pledges of, and liens on all or substantially all of the assets now or hereafter owned by each
Company as collateral (including pledges of equity and personal property as collateral) under the
DIP Loan Documents, (iii) the guaranty of obligations by each Company under the DIP Loan
Documents, from which each Company will derive value, be and hereby are, authorized, adopted,
and approved, and (iv) any Authorized Signatory or other officer of each Company is hereby
authorized, empowered, and directed, in the name of and on behalf of each Company, to take such
actions and negotiate or cause to be prepared and negotiated and to execute, deliver, perform, and
cause the performance of, each of the transactions contemplated by the DIP Credit Agreement,
substantially in the form provided to each Governing Body, the DIP Loan Documents and such
other agreements, certificates, instruments, receipts, petitions, motions, or other papers or
documents to which each Company is or will be a party or any order entered into in connection
with each Company’s Chapter 11 Case (collectively with the DIP Credit Agreement,
the “Financing Documents”), incur and pay or cause to be paid all related fees and expenses, with
such changes, additions and modifications thereto as an Authorized Signatory executing the same
shall approve;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized,
empowered, and directed in the name of, and on behalf of, each Company, as debtor and debtor-
in-possession, to take such actions as in its discretion is determined to be necessary, desirable, or
appropriate to execute, deliver, and file: (i) the Financing Documents and such agreements,
certificates, instruments, guaranties, notices, and any and all other documents, including, without
limitation, any amendments, supplements, modifications, renewals, replacements, consolidations,
substitutions, and extensions of any Financing Documents, necessary, desirable, or appropriate to
facilitate the Financing Transactions; (ii) all petitions, schedules, lists, and other motions, papers,
or documents, which shall in its sole judgment be necessary, proper, or advisable, which
determination shall be conclusively evidenced by his/her or their execution thereof; (iii) such other
instruments, certificates, notices, assignments, and documents as may be reasonably requested by
the DIP Agent and other parties in interest; and (iv) such forms of deposit account control
agreements, officer’s certificates, and compliance certificates as may be required by the Financing
Documents;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized,
empowered, and directed in the name of, and on behalf of, each Company to file or to authorize
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the DIP Agent to file any Uniform Commercial Code (“UCC”) financing statements, any other
equivalent filings, any intellectual property or real estate filings and recordings, and any necessary
assignments for security or other documents in the name of each Company that the DIP Agent
deems necessary or convenient to perfect any lien or security interest granted under the Financing
Documents, including any such UCC financing statement containing a generic description of
collateral, such as “all assets,” “all property now or hereafter acquired” and other similar
descriptions of like import, and to execute and deliver, and to record or authorize the recording of,
such mortgages and deeds of trust in respect of real property of each Company and such other
filings in respect of intellectual and other property of each Company, in each case as the DIP Agent
may reasonably request to perfect the security interests of the DIP Agent under the Financing
Documents;
RESOLVED, that each of the Authorized Officers be, and they hereby are, authorized,
empowered, and directed in the name of, and on behalf of, each Company to take all such further
actions, including, without limitation, to pay or approve the payment of all fees and expenses
payable in connection with the Financing Transactions and all fees and expenses incurred by or on
behalf of each Company in connection with the foregoing resolutions, in accordance with the terms
of the Financing Documents, which shall in their reasonable business judgment be necessary,
proper, or advisable to perform each Company’s obligations under or in connection with the
Financing Documents or any of the Financing Transactions and to fully carry out the intent of the
foregoing resolutions;
RESOLVED, that each of the Authorized Officers be, and hereby is, authorized,
empowered, and directed in the name of, and on behalf of, each Company, to execute and deliver
any amendments, supplements, modifications, renewals, replacements, consolidations,
substitutions, and extensions of the postpetition financing or any of the Financing Documents or
to do such other things which shall in their sole judgment be necessary, desirable, proper, or
advisable to give effect to the foregoing resolutions, which determination shall be conclusively
evidenced by his/her or their execution thereof; and
RESOLVED, that, to the extent any Company serves as the sole member, general partner,
managing member, equivalent manager, or other governing body (each, a “Controlling Company”)
of any other Company, each Authorized Signatory, as applicable, is authorized, empowered, and
directed to take each of the actions described in these resolutions or any of the actions authorized
by these resolutions on behalf of the applicable Controlling Company.
WHEREAS, pursuant to the 2019 Amended and Restated Code of Regulations of Murray
Energy (the “Murray Energy Bylaws”) and the Bylaws of Holdings (the “Holdings Bylaws”), the
officers of Murray Energy and Holdings shall be elected by the Governing Body of the Company;
WHEREAS, pursuant to the Murray Energy Bylaws, the positions of Chairman of the
Board and President and Chief Executive Officer have been established as separate positions that
may be filled by one or more persons;
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WHEREAS, pursuant to the Murray Energy Bylaws, the President and Chief Executive
Officer shall have general charge and authority over the business of Murray Energy and have all
such powers as are assigned to or vested in him by the board of directors of Murray Energy or
otherwise provided by agreement;
RESOLVED, that Robert D. Moore is hereby appointed as President and Chief Executive
Officer of Murray Energy and Holdings, effective immediately, replacing Robert E. Murray in
such office, and will hold such office until his successor is duly elected and qualified or until his
earlier death, resignation or removal and shall have the power to manage the business of Murray
Energy and Holdings and carry into, or cause to be carried into, effect the orders and resolutions
of each Governing Body, respectively, including, without limitation complying with the RSA and
DIP Credit Agreement and creating, revising and overseeing the budget for the DIP Credit
Agreement.
GENERAL
RESOLVED, that, in addition to the specific authorizations heretofore conferred upon the
Authorized Officers, each of the Authorized Officers (and their designees and delegates) be, and
they hereby are, authorized and empowered, in the name of and on behalf of each Company, to
take or cause to be taken any and all such other and further action, and to execute, acknowledge,
deliver, and file any and all such agreements, certificates, instruments, and other documents and
to pay all expenses, including, but not limited to, filing fees, in each case as in such Authorized
Signatory’s judgment, shall be necessary, advisable, or desirable in order to fully carry out the
intent and accomplish the purposes of the resolutions adopted herein;
RESOLVED, each of the Authorized Officers be, and each hereby is, authorized and
empowered to take any and all action with respect to each Company’s subsidiaries that such
Authorized Officer shall deem necessary, proper or advisable in furtherance of the foregoing
resolutions (including consenting to amendments, amendments and restatements or other
modifications of such subsidiaries’ governing documents);
RESOLVED, that each Governing Body of each Company has received sufficient notice
of the actions and transactions relating to the matters contemplated by the foregoing resolutions,
as may be required by the organizational documents of each Company, or hereby waive any right
to have received such notice;
RESOLVED, that all acts, actions, and transactions relating to the matters contemplated
by the foregoing resolutions done in the name of and on behalf of each Company, which acts would
have been approved by the foregoing resolutions except that such acts were taken before the
adoption of these resolutions, are hereby in all respects approved and ratified as the true acts and
deeds of each Company with the same force and effect as if each such act, transaction, agreement,
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or certificate had been specifically authorized in advance by resolution of each Governing Body;
and
RESOLVED, that each of the Authorized Officers (and their designees and delegates) be,
and hereby is, authorized and empowered to take all actions or to not take any action in the name
of each Company with respect to the transactions contemplated by these resolutions hereunder, as
such Authorized Signatory shall deem necessary or desirable in such Authorized Signatory’s
reasonable business judgment as may be necessary or convenient to effectuate the purposes of the
transactions contemplated herein.
* * * * *