Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 1 of 16 Desc Main Fill in this information to identify the case: United States Bankruptcy Court for the: Southern West Virginia ____________________ District of _________________ (State) ‰ Check if this is an 11 Case number (If known): _________________________ Chapter _____ amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 12/15 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor’s name Blackjewel Holdings, L.L.C. ______________________________________________________________________________________________________ 2. All other names debtor used in the last 8 years N/A ______________________________________________________________________________________________________ Include any assumed names, trade names, and doing business as names 3. Debtor’s federal Employer Identification Number (EIN) 4. Debtor’s address ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ 30-0544745 Principal place of business Mailing address, if different from principal place of business 1051 Main Street ______________________________________________ Number Street _______________________________________________ Number Street ______________________________________________ _______________________________________________ P.O. Box Milton, WV 25541 ______________________________________________ City State ZIP Code _______________________________________________ City State ZIP Code Location of principal assets, if different from principal place of business Cabell County ______________________________________________ County _______________________________________________ Number Street _______________________________________________ _______________________________________________ City State ZIP Code 5. Debtor’s website (URL) 6. Type of debtor Official Form 201 ____________________________________________________________________________________________________ X Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) ‰ ‰ Partnership (excluding LLP) ‰ Other. Specify: __________________________________________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 3:19-bk-30290 Debtor Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 2 of 16 Blackjewel Holdings, L.L.C. _______________________________________________________ Desc Main Case number (if known)_____________________________________ Name Describe debtor’s business 7. A. Check one: ‰ Health Care Business (as defined in 11 U.S.C. § 101(27A)) ‰ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) ‰ Railroad (as defined in 11 U.S.C. § 101(44)) ‰ Stockbroker (as defined in 11 U.S.C. § 101(53A)) ‰ Commodity Broker (as defined in 11 U.S.C. § 101(6)) ‰ Clearing Bank (as defined in 11 U.S.C. § 781(3)) X None of the above ‰ B. Check all that apply: ‰ Tax-exempt entity (as described in 26 U.S.C. § 501) ‰ 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 . 1 ___ 2 ___ 2 ___ 1 ___ Under which chapter of the Bankruptcy Code is the debtor filing? 8. Check one: ‰ Chapter 7 ‰ Chapter 9 X Chapter 11. Check all that apply: ‰ ‰ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every 3 years after that). ‰ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). ‰ ‰ ‰ ‰ A plan is being filed with this petition. 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 Were prior bankruptcy cases filed by or against the debtor within the last 8 years? 9. ‰X No ‰ Yes. If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. Official Form 201 District _______________________ When _______________ Case number _________________________ MM / DD / YYYY District _______________________ When _______________ Case number _________________________ MM / DD / YYYY ‰ No X Yes. ‰ Affiliate See Rider 1 Debtor _____________________________________________ Relationship _________________________ Southern District of West Virginia District _____________________________________________ When 06/30/2019 __________________ MM / DD / YYYY Case number, if known ________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2 Case 3:19-bk-30290 Debtor Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 3 of 16 Blackjewel Holdings, L.L.C. _______________________________________________________ Desc Main Case number (if known)_____________________________________ Name 11. Why is the case filed in this district? Check all that apply: X 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. 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? X No ‰ ‰ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.) ‰ It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? _____________________________________________________________________ ‰ ‰ ‰ It needs to be physically secured or protected from the weather. 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 _______________________________________________________________________________ Where is the property?_____________________________________________________________________ Number Street ____________________________________________________________________ _______________________________________ City _______ State ________________ ZIP Code Is the property insured? ‰ ‰ No Yes. Insurance agency ____________________________________________________________________ Contact name ____________________________________________________________________ Phone ________________________________ Statistical and administrative information 13. Debtor’s estimation of available funds 14. Estimated number of creditors 15. Estimated assets Official Form 201 Check one: X Funds will be available for distribution to unsecured creditors. ‰ ‰ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. X 1-49 ‰ ‰ 50-99 ‰ 100-199 ‰ 200-999 ‰ 1,000-5,000 ‰ 5,001-10,000 ‰ 10,001-25,000 ‰ 25,001-50,000 ‰ 50,001-100,000 ‰ More than 100,000 X $0-$50,000 ‰ ‰ $50,001-$100,000 ‰ $100,001-$500,000 ‰ $500,001-$1 million ‰ $1,000,001-$10 million ‰ $10,000,001-$50 million ‰ $50,000,001-$100 million ‰ $100,000,001-$500 million ‰ $500,000,001-$1 billion ‰ $1,000,000,001-$10 billion ‰ $10,000,000,001-$50 billion ‰ More than $50 billion Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3 Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 4 of 16 07/01/2019 Desc Main Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 5 of 16 Desc Main IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA In re: ) ) ) ) ) Blackjewel Holdings, L.L.C., Debtor. Chapter 11 Case No. 19-[_________] (Joint Administration Requested) RIDER I 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 West Virginia for relief under chapter 11 of title 11 of the United States Code. The Debtors will move for joint administration of these cases under the case number assigned to the chapter 11 case of Blackjewel, L.L.C. Blackjewel L.L.C. Revelation Energy, LLC Revelation Energy Holdings, LLC Revelation Management Corp. Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 6 of 16 Desc Main IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA In re: Blackjewel Holdings, L.L.C., Debtor. ) ) ) ) ) Chapter 11 Case No. 19-[_________] (Joint Administration Requested) CORPORATE OWNERSHIP STATEMENT 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: Shareholder Lime Rock Partners Fund V Blackjewel Trust Approximate Percentage 62.5% 37.5% Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 7 of 16 Desc Main IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA In re: Blackjewel, L.L.C., et al., Debtors.1 ) ) ) ) ) Chapter 11 Case No. 19-[_________] (Joint Administration Requested) CONSOLIDATED LIST OF CREDITORS HOLDING THE 30 LARGEST UNSECURED CLAIMS The above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The following is a consolidated list of the Debtors’ creditors holding the thirty largest unsecured claims (the “Creditor List”) based on the Debtors’ unaudited books and records as of the petition date. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in these chapter 11 cases. The Creditor List does not include (i) persons who come within the definition of “insider” set forth in section 101(31) of the Bankruptcy Code or (ii) secured creditors, unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the thirty largest unsecured claims. The information contained herein does not constitute a waiver of the Debtors’ right to contest the validity, priority, or amount of any claim at a later date. NAME OF CREDITOR AND COMPLETE MAILING ADDRESS 1 Department of the Interior-ONRR Attn: Jessica Polacek P.O. Box 25627 Denver, CO 80225-0627 Email: Jessica.polacek@onrr.gov Campbell County Treasurer Attn: Rachel Knust P.O. Box 1027 Gillette, WY 82717 rek03@ccgov.net 2 1 NATURE OF CLAIM INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF AMOUNT OF CLAIM (If Secured, also state value of security) Royalties $60,058,947.80 Taxes $37,085,803.80 The Debtors in these chapter 11 cases and the last four digits of each Debtor’s taxpayer identification number are as follows: Blackjewel, L.L.C. (0823); Blackjewel Holdings L.L.C. (4745); Revelation Energy Holdings, LLC (8795); Revelation Management Corporation (8908) and Revelation Energy, LLC (4605). The headquarters for each of the Debtors is located at 1051 Main Street, Milton, West Virginia 25541-1215. Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 8 of 16 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS 3 4 5 6 7 8 9 10 Wyoming Department Of Revenue Herschler Building 2nd Floor West 122 West 25th Street Cheyenne, WY 82002-0110 Fax No. (307) 777-3632 Department of the Treasury Internal Revenue Service Cincinnati, OH 45999-0009 United Central Industrial Supply Attn: Henry Looney P.O. Box 743849 Atlanta, GA 30374-3849 henry.looney@unitedcentral.net CAM Mining LLC P.O. Box 1169 Pikeville, KY 41501 Fax No. (606) 432- 7378 Smith-Manus Attn: Brook Smith 2307 River Road, Suite 200 Louisville, KY 40206-5005 bsmith@smith-manus.com Austin Powder Company Attn: Mike Gleason 25800 Science Park Drive Cleveland, OH 44122 Mike.Gleason@austinpowder.com Rockwood Casualty Insurance Company Ron Davidson 654 Main Street Rockwood, PA 15557 Ron.Davidson@rockwoodcasualty.com Whayne Supply Company Attn: Joe Yoerg Department 8326 Carol Stream, IL 60122 Joseph_yoerg@whayne.com NATURE OF CLAIM INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF Desc Main AMOUNT OF CLAIM (If Secured, also state value of security) Taxes $11,624,023.74 Taxes $10,339,211.56 Trade $8,880,080.27 Royalties Disputed $8,750,000.00 Surety Bonds $8,007,290.35 Trade $7,305,820.50 Insurance $6,530,881.00 Trade $6,324,682.31 -2- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 9 of 16 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS 11 12 13 14 15 16 17 18 United Industrial Services, Inc. Attn: Kevin Wiley P.O. Box D 101 Spruce Street, Rich Creek, VA 24147 skwunited@gmail.com Contura Energy Attn: Andy Eidson 431 Running Right Way Julian, WV 25529 Andy.Eidson@conturaenergy.com Kentucky State Treasurer Attn: Stephen Crawford 211 Sower Boulevard Frankfort, KY 40601 Stephen.crawford@ky.gov Wyoming Machinery Co. Attn: Jim Thorpen P.O. Box 2335 Casper, WY 82602 jcthorpen@wyomingcat.com Uniper Global Commodities SE Attn: Martin Rozendaal Holzstraße 6 40221 Düsseldorf Germany Martin.Rozendaal@uniper.energy NRP (Operating) LLC Attn: Greg Wooten Lockbox 2495 Columbus, OH 43260 gwooten@wpplp.com Aquatic Resources Management Attn: Josh Howard 2554 Palumbo Drive Lexington KY 40509 jhoward@aquaticresources.us Jones Oil Company, Inc. Attn: Earl Jones/ Mike Jones P.O. Box 3427 Pikeville, KY 41502 mjones@jonesoilco.com NATURE OF CLAIM INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF Desc Main AMOUNT OF CLAIM (If Secured, also state value of security) Trade $6,191,053.33 Trade $6,100,000.00 Taxes $6,052,821.64 Trade $5,923,415.77 Trade $4,952,875.00 Royalties $4,725,491.70 Envir. $4,065,845.05 Trade $3,778,116.56 -3- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 10 of 16 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS 19 20 21 22 23 24 25 Fairmont Supply Company Attn: Tony Dodds 75 Remittance Drive, Dept. 1404 Chicago, IL 60675-1404 tonydodds@fairmontsupply.com Jennmar Corporation of Virginia Tony Calandra PO. Box 603800 Charlotte, NC 28260-3800 Attn: tcalandra@jennmar.com Walker Machinery Attn: Joe Yoerg 1400 DuPont Avenue Belle, WV 25015 Joseph_Yoerg@whayne.com Triple H Real Estate, LLC Attn: Brent Walls 1051 Main Street, Suite 100 Milton, WV 25541 Brent.walls@walls-cpa.com Republic Superior Products, LLC Attn: Dennis Meredith 13993 E KY 550 P.O. Box 189 Lackey, KY 41643 Dennis.meredith@rsproducts.us Dept. of Treasury - Office of Surface Mining Attn: Duane Holliman P.O. Box 979068 St. Louis, MO 63197-9000 dholliman@osmre.gov Jones Petroleum Services Attn: Earl Jones/ Mike Jones P.O. Box 4276 Pikeville, KY 41502-4276 mjones@jonesoilco.com NATURE OF CLAIM INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF Desc Main AMOUNT OF CLAIM (If Secured, also state value of security) Trade $3,751,806.71 Trade $3,220,649.26 Trade $2,712,802.99 Royalties $2,545,224.72 Trade $2,239,825.51 Taxes $2,190,578.04 Trade $1,919,080.46 -4- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 11 of 16 NAME OF CREDITOR AND COMPLETE MAILING ADDRESS 26 27 28 29 30 Javelin Commodities (UK) Ltd. Attn: Peter Bradley Manning House 22 Carlisle Place London SW1P 1JA Peter.Bradley@Javelincommodities.com JM Conveyors P.O. Box 640339 Pittsburgh, PA 15264 Fax No. (412)963-8099 Kentucky River Properties, LLC P.O. Box 633650 Cincinnati, OH 45263 Fax No. (859) 255-9362 Virginia Department of Taxation 1957 Westmoreland Street Richmond, VA 23230 Fax No. (804) 254-6111 Cook Tire, Inc. Attn: Teddy Cook P.O. Box 970 London, KY 40743-0970 connie@cooktireinc.com NATURE OF CLAIM INDICATE IF CLAIM IS CONTINGENT, UNLIQUIDATED, DISPUTED, OR SUBJECT TO SETOFF Desc Main AMOUNT OF CLAIM (If Secured, also state value of security) Trade $1,791,678.00 Trade $1,771,852.71 Royalties $1,744,442.41 Taxes $1,628,057.15 Trade $1,509,957.48 -5- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 12 of 16 Desc Main Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 13 of 16 Desc Main RESOLUTIONS OF THE BOARD OF DIRECTORS BLACKJEWEL HOLDINGS L.L.C. June 30, 2019 Effective as of the date written above, the undersigned members of the board of directors (collectively, the “Board”) of Blackjewel Holdings LLC (the “Company”), hereby consent to taking of the following actions and hereby adopt the following resolutions by unanimous written consent pursuant to the Company’s bylaws or limited liability company agreement, as applicable, and the applicable laws of the jurisdiction in which the Company is organized: WHEREAS, the Company has been investigating strategic alternatives for addressing the liquidity needs of the Company and its affiliates, reorganizing their business, and maximizing the value of the assets of the Company and its affiliates; WHEREAS, upon the advice of counsel and other professional advisors, the Board has determined that it is in the best interests of the Company, the Company’s creditors, and other interested parties to commence, and to cause its wholly owned subsidiary, Blackjewel LLC, to commence, a case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and to take certain other actions to maximize the value of their assets; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Chapter 11 Bankruptcy Cases RESOLVED, that in the judgment of the Board, it is desirable and in the best interest of the Company, and the Company’s creditors, equity holders, and other interested parties, that the Company file, and cause its direct subsidiary, Blackjewel, L.L.C. (together with the Company, the “Debtors”), to file a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of West Virginia (the “Court”); RESOLVED, that each member of the Board and each officer of the Company (each, an “Authorized Party”) is hereby authorized and directed to take, in each case with the advice of counsel and the Company’s other advisors, (a) any and all actions necessary or appropriate to prepare for and cause such filings to occur, including, without limitation, by causing the preparation, execution, verification, and/or filing of all petitions, schedules, statements, lists, “first day” motions and applications, and other necessary or appropriate pleadings or papers, and (b) any and all other necessary or appropriate actions in furtherance of commencing a bankruptcy case (the “Bankruptcy Case”), obtaining necessary or appropriate relief from the Court, and/or otherwise transitioning into operating under chapter 11 and any other relevant provisions the Bankruptcy Code; Retention of Professionals RESOLVED, that, subject to the Court’s approval, the law firm of Squire Paton Boggs (US) LLP (“SPB”) is hereby retained on the terms set forth in SPB’s Engagement Letter, dated Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 14 of 16 Desc Main June 27, 2019, (as may be amended or modified from time to time) to serve as the Company’s primary bankruptcy and restructuring counsel in connection with the Bankruptcy Case and to advise and assist the Company with respect to all aspects of the Bankruptcy Case, including, without limitation, (a) preparing and filing all necessary or appropriate documents to commence the Bankruptcy Case, (b) obtaining necessary or appropriate relief from the Court, (c) operating under chapter 11 and other relevant provisions of the Bankruptcy Code, and (d) otherwise performing its duties as a debtor and debtor in possession; RESOLVED, that the Company is hereby authorized and directed to continue to periodically replenish, as required and as approved by the Court, the retainer in the amount of $250,000 previously paid to SPB on account of the services rendered or to be rendered by it; RESOLVED, that Supple Law Office, PLLC (“Supple”) is hereby retained on the terms set forth in its Engagement Letter, dated June 27, 2019, (and as may be amended, restated or modified from time to time) to serve as the Company’s local bankruptcy and restructuring counsel; RESOLVED, that the Company is hereby authorized and directed to continue to periodically replenish, as required and as approved by the Court, the retainer in the amount of $25,000 previously paid to Supple on account of the services rendered or to be rendered by it; RESOLVED, that, subject to the Court’s approval, FTI Consulting, Inc. (“FTI”) is hereby retained on the terms set forth in its Engagement Letter, dated June 27, 2019, (as may be amended or modified from time to time) to serve as the Company’s financial advisor in the Bankruptcy Case; RESOLVED, that the Company is hereby authorized and directed to continue to periodically replenish, as required and as approved by the Court, the retainer in the amount of $200,000 previously paid to FTI on account of the services rendered or to be rendered by it; RESOLVED, that, subject to the Court’s approval, Prime Clerk LLC (“Prime Clerk”) is hereby retained on the terms set forth in its Engagement Letter, dated June 29, 2019, (as may be amended or modified from time to time) to serve as the Company’s claims, noticing, solicitation, balloting, and/or tabulation agent for the Company in the Bankruptcy Case; RESOLVED, that the Company is hereby authorized and directed to continue to periodically replenish, as required and as approved by the Court, the retainer in the amount of $37,000 previously paid to Prime Clerk on account of the services rendered or to be rendered by it; RESOLVED, that, subject to the Court’s approval, Jefferies LLC (“Jefferies”) is hereby retained on the terms set forth in its Engagement Letter dated June 30, 2019 (as may be amended or modified from time to time) to serve as the Company’s investment banker in the Bankruptcy Case; -2- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 15 of 16 Desc Main Use of Cash Collateral and Debtor-In-Possession Financing RESOLVED, that the Company, by and through any Authorized Party, is hereby authorized and instructed to make such arrangements and take such actions as it deems necessary or proper for the Company to use cash collateral as a debtor in possession under Chapter 11 of the Bankruptcy Code; RESOLVED, that the Company, by and through any Authorized Party, is hereby authorized and instructed to make such arrangements and take such actions as it deems necessary or proper, including executing any necessary loan documents, for the Company to borrow funds on a junior basis as a debtor-in-possession and to enter into a post-petition second lien secured loan agreement to be funded by Jeff A. Hoops, Sr. and Clearwater Investment Holdings, LLC, as debtor-in-possession lenders, in the maximum original principal amount of $20,000,000 at an interest rate of LIBOR + 6% per annum; Other Bankruptcy Authorizations RESOLVED, that the Company and each Authorized Party is authorized and empowered to (a) take or cause to be taken any and all further action(s), (b) engage other professionals, (c) execute and deliver further documents and instruments, and (d) pay fees and expenses, all as such parties deem necessary or appropriate in order to fully carry out the intent and accomplish the purposes of these resolutions; RESOLVED, that the Company and each Authorized Party shall take all necessary or appropriate actions to cause Blackjewel, L.L.C. to commence its own respective bankruptcy cases and to take all necessary or appropriate actions in furtherance thereof and in furtherance of obtaining necessary or appropriate relief in any such bankruptcy case; RESOLVED, that any and all past actions previously taken by the officers and/or directors of the Company in the name or otherwise on behalf of the Company with respect to the commencement of the Bankruptcy Case or otherwise in furtherance of any or all of these resolutions are hereby ratified, confirmed, and approved; and RESOLVED, that these resolutions may be executed by facsimile, telecopy or other reproduction method, and such execution shall be considered valid, binding, and effective for all purposes. [Signatures on the following page] -3- Case 3:19-bk-30290 Doc 1 Filed 07/01/19 Entered 07/01/19 03:10:31 Document Page 16 of 16 Desc Main