Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 1 of 25 Desc Main Fill in this information to identify the case: United States Bankruptcy Court for the: Southern District of Ohio (State) Case number (if known): Chapter ☐ Check if this is an amended filing 11 Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/19 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 Murray Energy Holdings Co. 2. All other names debtor used in the last 8 years Include any assumed names, trade names, and doing business as names 3. Debtor’s federal Employer Identification Number (EIN) 4. Debtor’s address 20-0100463 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 Location of principal assets, if different from principal place of business Belmont County County Number City Street State 5. Debtor’s website (URL) www.murrayenergycorp.com 6. ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP)) Type of debtor Zip Code ☐ Partnership (excluding LLP) ☐ Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 2:19-bk-56885 Debtor Doc 1 Murray Energy Holdings Co. Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 2 of 25 Desc Main Case number (if known) Name 7. Describe debtor’s business 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)) ☒ 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 . 2121 (Coal Mining) 8. Under which chapter of the Bankruptcy Code is the debtor filing? Check One: ☐ Chapter 7 ☐ Chapter 9 ☒ Chapter 11. Check all that apply: ☐ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,725,625 (amount subject to adjustment on 4/01/22 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 9. Were prior bankruptcy cases filed by or against the debtor within the last 8 years? ☒ No ☐ Yes. List all cases. If more than 1, attach a separate list. Official Form 201 When Case number MM/DD/YYYY 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? District District When Case number MM/DD/YYYY ☐ No ☒ Yes. Debtor See Rider 1 District Southern District of Ohio Case number, if known _______________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy Relationship Affiliate When 10/29/2019 MM / DD / YYYY page 2 Case 2:19-bk-56885 Debtor Doc 1 Murray Energy Holdings Co. Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 3 of 25 Desc Main Case number (if known) Name 11. Why is the case filed in this district? 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? Check all that apply: ☐ 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. ☒ 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 1 13. Debtor's estimation of available funds Check one: 14. Estimated number of creditors1 ☐ ☐ ☐ ☐ 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 15. Estimated assets ☐ ☐ ☐ ☐ $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 ☒ 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. 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 Case 2:19-bk-56885 Debtor Doc 1 Murray Energy Holdings Co. Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 4 of 25 Desc Main Case number (if known) Name 16. Estimated liabilities $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 Request for Relief, Declaration, and Signatures 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 authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. 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  /s/ Robert D. Moore Signature of authorized representative of debtor Title 18. Signature of attorney  10/29/2019 MM/ DD / YYYY Robert D. Moore Printed name Authorized Signatory Date /s/ Kim Martin Lewis Signature of attorney for debtor 10/29/2019 MM/DD/YYYY Kim Martin Lewis Dinsmore & Shohl LLP Firm name 255 East Fifth Street, Suite 1900 Number Street Cincinnati City Ohio State (513) 977-8200 kim.lewis@dinsmore.com Email address Contact phone 0043533 Bar number Official Form 201 45202 ZIP Code Ohio State Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 5 of 25 Desc Main Fill in this information to identify the case: , United States Bankruptcy Court for the: Southern District of Ohio (State) Case number (if known): Chapter 11 ☐ Check if this is an amended filing 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. AMCA Coal Leasing, Inc. AmCoal Holdings, Inc. American Compliance Coal, Inc. American Energy Corporation American Equipment & Machine, Inc. American Mine Services, Inc. American Natural Gas, Inc. AmericanHocking Energy, Inc. AmericanMountaineer Energy, Inc. AmericanMountaineer Properties, Inc. Anchor Longwall and Rebuild, Inc. Andalex Resources, Inc. Andalex Resources Management, Inc. Avonmore Rail Loading, Inc. Belmont Coal, Inc. Belmont County Broadcast Studio, Inc. Canterbury Coal Company CCC Land Resources LLC CCC RCPC LLC Central Ohio Coal Company Coal Resources Holdings Co. Coal Resources, Inc. Consolidated Land Company Consolidation Coal Company Corporate Aviation Services, Inc. Eighty-Four Mining Company Empire Dock, Inc. Energy Resources, Inc. Energy Transportation, Inc. Genwal Resources, Inc. Kanawha Transportation Center, Inc. KenAmerican Resources, Inc. Keystone Coal Mining Corporation Maple Creek Mining, Inc. Maple Creek Processing, Inc. McElroy Coal Company Mill Creek Mining Company Mon River Towing, Inc. MonValley Transportation Center, Inc. Murray American Coal, Inc. Murray American Energy, Inc. Murray American Kentucky Towing, Inc. Murray American Minerals, Inc. Murray American Resources, Inc. Murray American River Towing, Inc. Murray American Transportation, Inc. Murray Colombian Resources, LLC Murray Equipment & Machine, Inc. Murray Kentucky Energy, Inc. Murray Kentucky Energy Services, Inc. Murray Keystone Processing, Inc. Murray South America, Inc. Murray Utah Energy Services, Inc. Ohio Energy Transportation, Inc. Ohio Valley Resources, Inc. OhioAmerican Energy, Incorporated Oneida Coal Company, Inc. PennAmerican Coal L.P. PennAmerican Coal, Inc. Pennsylvania Transloading, Inc. Pinski Corp. Pleasant Farms, Inc. Premium Coal, Inc. Southern Ohio Coal Company Spring Church Coal Company Sunburst Resources, Inc. T D K Coal Sales, Incorporated The American Coal Company The American Coal Sales Company The Franklin County Coal Company The Harrison County Coal Company The Marion County Coal Company The Marshall County Coal Company The McLean County Coal Company The Meigs County Coal Company The Monongalia County Coal Company The Muhlenberg County Coal Company, LLC The Muskingum County Coal Company The Ohio County Coal Company The Ohio Valley Coal Company The Ohio Valley Transloading Company The Oklahoma Coal Company The Washington County Coal Company The Western Kentucky Coal Company, LLC Twin Rivers Towing Company UMCO Energy, Inc. UtahAmerican Energy, Inc. West Ridge Resources, Inc. West Virginia Resources, Inc. Western Kentucky Coal Resources, LLC Western Kentucky Consolidated Resources, LLC Western Kentucky Land Holding, LLC Western Kentucky Rail Loadout, LLC Western Kentucky Resources Financing, LLC Western Kentucky Resources, LLC Western Kentucky River Loadout, LLC Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 6 of 25 Desc Main UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION In re: MURRAY ENERGY HOLDINGS CO., Debtor. ) ) ) ) ) ) ) Chapter 11 Case No. 19-___________(___) LIST OF EQUITY SECURITY HOLDERS2 Debtor Murray Energy Holdings Co. 2 Equity Holders Address of Equity Holder Robert E. Murray 46226 National Road, St. Clairsville, Ohio 43950 Robert E. Murray 46226 National Road, St. Clairsville, Ohio 43950 Robert Edward Murray 46226 National Road, St. Clairsville, Ohio 43950 Jonathan Murray 46226 National Road, St. Clairsville, Ohio 43950 Ryan Murray 46226 National Road, St. Clairsville, Ohio 43950 Murray 2003 Trust (Fifth Third Bank) 46226 National Road, St. Clairsville, Ohio 43950 Type of Equity Security Class A Common Stock Class B Common Stock Class B Common Stock Class B Common Stock Class B Common Stock Class B Common Stock Percentage of Equity Held 100% 19.2% 20.2% 20.2% 20.2% 20.2% 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. Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 7 of 25 Desc Main UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION In re: MURRAY ENERGY HOLDINGS CO., Debtor. ) ) ) ) ) ) ) Chapter 11 Case No. 19-___________(___) 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: Type of Equity Security Approximate Percentage of Shares Held Robert E. Murray Class A Common Stock 100% Robert E. Murray Class B Common Stock 19.2% Robert Edward Murray Class B Common Stock 20.2% Jonathan Murray Class B Common Stock 20.2% Ryan Murray Class B Common Stock 20.2% Murray 2003 Trust (Fifth Third Bank) Class B Common Stock 20.2% Shareholder Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 8 of 25 Desc Main Fill in this information to identify the case: Debtor name Murray Energy Holdings Co, et al. United States Bankruptcy Court for the: � Southern District of Ohio (State) Case number (If known): Check if this is an amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders 12/15 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 Name of creditor and complete mailing address, including zip code 1 2 3 4 JOY GLOBAL ATTN: MATT KULASA VP, CORPORATE CONTROLLER & CAO 100 EAST WISCONSIN AVE SUITE 2780 MILWAUKEE, WI 53201-0551 UNITED STATES JENNMAR CORPORATION ATTN: MICHAEL CALANDRA EXECUTIVE VICE PRESIDENT 258 KAPPA DR PITTSBURGH, PA 15238 UNITED STATES CB MINING, INC. ATTN: JAY W CLEVELAND CHIEF EXECUTIVE OFFICER 255 BERRY ROAD WASHINGTON, PA 15301 UNITED STATES JEFFREY C HURT ATTN: JEFFERY C HURT 29425 CHAGRIN BLVD, SUITE 300 PEPPER PIKE, OH 44122 UNITED STATES 1 Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim MATT KULASA MKULASA@JOYGLOBAL. COM PHONE - 724-873-4337 FAX - 724-873-4309 Trade Debt $31,375,190.00 MICHAEL CALANDRA EMAIL MCALANDRA@JENNMAR. COM PHONE - 412-963-9071 FAX - 304-864-4169 Trade Debt $27,712,339.62 JAY W CLEVELAND EMAIL JCLEVELAND@CBMINING .COM PHONE - 866-226-4688 FAX - 724-884-2655 JEFFERY C HURT PHONE - 440-724-1616 FAX - 216-591-0079 Trade Debt $11,929,629.58 Trade Debt $10,953,579.25 The Debtors reserve the right to assert setoff and other rights with respect to any of the claims listed herein. Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 9 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 5 6 7 8 9 10 11 GMS MINE REPAIR & MAINTENANCE ATTN: RON PETRELLA CHIEF FINANCIAL OFFICER 32 ENTERPRISE DRIVE MOUNTAIN LAKE PARK, MD 21550 UNITED STATES COASTAL DRILLING EAST, LLC ATTN: SCOTT KIGER OWNER/CEO 130 MEADOW RIDGE ROAD SUITE 24 MT. MORRIS, PA 15349 UNITED STATES ANDERSON EXCAVATING LLC ATTN: RODNEY ANDERSON PRESIDENT 343 WILLIAMS RD MORGANTOWN, WV 26501 UNITED STATES INDUSTRIAL COMMERCIAL RESIDENTIAL ATTN: KENNETH WARE OWNER 3351 HAMILTON ST BELLAIRE, OH 43906 UNITED STATES SWANSON & MORGANTOWN ATTN: STEVE SANGALLI PRESIDENT & CEO 2608 SMITHTOWN ROAD MORGANTOWN, WV 26508 UNITED STATES R M WILSON CO ATTN: PAT POPICG PRESIDENT 3434 MARKET ST WHEELING, WV 26003 UNITED STATES PENN LINE SERVICE, INC. ATTN: DAVID W. LYNN PRESIDENT 300 SCOTTDALE AVENUE SCOTTSDALE, PA 15683 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim RON PETRELLA EMAIL RPETRELLA@GMSMINER EPAIR.COM PHONE - 301-334-8186 FAX - 301-334-8698 Trade Debt $9,355,472.20 SCOTT KIGER EMAIL SKIGER@SHAFTDRILLER S.COM PHONE - 304-328-5670 FAX - 304-296-1569 Trade Debt $9,212,716.13 RODNEY ANDERSON EMAIL RANDERSON@ANDERSO NEXCAVATINGLLC.COM PHONE - 304-983-2296 FAX - 304-983-4755 Trade Debt $8,873,720.10 KENNETH WARE EMAIL KWARE@ICSUPPLY.COM PHONE - 844-427-2020 FAX - 740-671-8996 Trade Debt $6,106,521.64 STEVE SANGALLI EMAIL SSANGALLI@SWANSONI NDUSTRIES.COM PHONE - 304-296-8371 FAX - 304-291-5602 PAT POPICG EMAIL - INFO@ RMWILSON.COM PHONE - 304-232-5860 FAX - 304-232-3642 Trade Debt $5,876,735.72 Trade Debt $5,512,932.03 DAVID W. LYNN EMAIL DAVE@PENNLINE.COM PHONE - 724-887-9110 FAX - 724-887-0545 Trade Debt $4,205,604.05 2 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 10 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 12 13 14 15 16 17 18 HERITAGE COOPERATIVE INC ATTN: ERIC PARTHERMORE PRESIDENT & CEO 59 GREIF PARKWAY DELAWARE, OH 43015 UNITED STATES SANDVIK MINING & CONST. USA, LLC ATTN: JOE ANTONELLI VP OF BUSINESS DEVELOPMENT 300 TECHNOLOGY COURT SMYRNA, GA 30082 UNITED STATES UNITED CENTRAL IND. SUPPLY CO. LLC ATTN: HENRY LOONEY PRESIDENT 1241 VOLUNTEER PARKWAY SUITE 1000 BRISTOL, TN 37620 UNITED STATES CINTAS CORPORATION ATTN: SCOTT FARMER PRESIDENT & CEO 800 CINTAS BOULEVARD CINCINNATI, OH 45262-5737 UNITED STATES LONE PINE CONSTRUCTION, INC. ATTN: REGIS LEACH PRESIDENT & CEO 83 LUSK ROAD BENTLEYVILLE, PA 15314 UNITED STATES NEXGEN INDUSTRIAL SERVICES, INC. ATTN: DON LEMLEY PRESIDENT 125 LONG STREET RICES LANDING 15357 UNITED STATES GLOBAL MINE SERVICE, INC. ATTN: CRAIG WATSON PRESIDENT 207 MARINE ST BELLE VERNON, PA 15012 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim ERIC PARTHERMORE EMAIL EPARTHEMORE@HERITA GECOOPERATIVE.COM PHONE - 937-335-2135 FAX - 330-533-7868 Trade Debt $3,989,165.57 JOE ANTONELLI EMAIL JANTONELLI@SANDVIK.C OM PHONE - 888-778-3156 FAX - 201-468-0865 Trade Debt $3,887,547.66 HENRY LOONEY EMAIL HLOONEY@UNITEDCENT RAL.NET PHONE - 4230573-7300 FAX - 423-573-7297 Trade Debt $3,724,838.64 SCOTT FARMER EMAIL FARMERS2@CINTAS.CO M PHONE - 513-573-4020 FAX - 513-573-4130 REGIS LEACH EMAIL RLEACH@LONEPINECON ST.NET PHONE - 724-239-6100 FAX - 724-239-6107 Trade Debt $3,539,927.60 Trade Debt $3,497,808.87 DON LEMLEY EMAIL DLEMLEY@NEXGENINDU STRIAL.COM PHONE - 724-592-5133 FAX - 724-592-5144 Trade Debt $2,885,771.11 CRAIG WATSON EMAIL CWATSON@GLOBALMINE SERVICE.COM PHONE - 724-929-8700 FAX - 724-929-5252 Trade Debt $2,821,941.22 3 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 11 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 19 20 21 22 23 24 25 ROYAL HYDRAULIC SERVICE & MFG. ATTN: GARY MORRELL PRESIDENT 2 WASHINGTON ST COKEBURG, PA 15324 UNITED STATES C & A CUTTER HEAD, I ATTN: PAUL CAMBELL PRESIDENT 212 KENDALL AVENUE PO BOX 1488 CHILHOWIE, VA 24319 UNITED STATES FUCHS LUBRICANTS CO. ATTN: KEITH BREWER PRESIDENT & CEO 17050 LATHROP AVENUE HARVEY, IL 60426 UNITED STATES DAVIS ELECTRIC COMPANY, INC. ATTN: MARK TARLEY PRESIDENT 309 MOUND AVENUE FAIRMONT, WV 26554 UNITED STATES STRATA MINE SERVICES, LLC ATTN: MIKE BERUBE PRESIDENT & CEO 8800 ROSWELL ROAD SUITE 145 SANDY SPRINGS, GA 30350 UNITED STATES WARWOOD ARMATURE REPAIR CO. ATTN: BILL THALMAN VP OF OPERATIONS 128 NORTH 7TH ST WHEELING, WV 26003 UNITED STATES LINCOLN CONTRACTING & EQUIP CO INC ATTN: HAROLD WALKER PRESIDENT 2478 LINCOLN HIGHWAY STOYSTOWN 15563 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim GARY MORRELL EMAIL MARY.JOHNSON@LIVE.C OM PHONE - 724-945-6800 FAX - 724-945-5225 Trade Debt $2,774,879.33 PAUL CAMBELL EMAIL PCAMPBELL@LONGWALL .COM PHONE - 276-646-2004 FAX - 276-646-3999 Trade Debt $2,755,804.50 KEITH BREWER EMAIL KBREWER@FUCHS.COM PHONE - 708-333-8900 FAX - 724-852-2351 Trade Debt $2,731,982.46 MARK TARLEY EMAIL MTARLEY@DAVISELECTR IC.NET PHONE - 304-363-8730 FAX - 304-367-1223 Trade Debt $2,498,338.81 MIKE BERUBE EMAIL MIKE.BERUBE@STRATA WORLDWIDE.COM PHONE - 740-695-6880 FAX - 276-991-1025 Trade Debt $2,361,984.79 BILL THALMAN EMAIL CTHALMAN@WARWOOD ARMATURE.COM PHONE - 304-277-2550 FAX - 304-277-2917 Trade Debt $2,314,228.04 HAROLD WALKER EMAIL - JIH@CECI.COM PHONE - 814-629-2151 FAX - 814-629-6588 Trade Debt $2,177,106.61 4 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 12 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 26 27 28 29 30 31 32 SAVAGE SERVICES CORPORATION ATTN: KIRK AUBRY PRESIDENT & CEO 901 W. LEGACY CENTER WAY MIDVALE, UT 84047 UNITED STATES CLEVELAND BROTHERS EQUIPMENT CO INC ATTN: JAY CLEVELAND PRESIDENT & CEO 4565 WILLIAM PENN HIGHWAY MURRYSVILLE, PA 15668 UNITED STATES CROWN PRODUCTS & SERVICES INC ATTN: DOUG SIMMONS PRESIDENT & CEO 319 S GILLETTE AVE STE 303 GILLETTE, WY 82716 UNITED STATES MEMMO CONTRACTING, INC. ATTN: DEANO MEMMO DIRECTOR 600 CHERRY BLOSSOM WAY BRIDGEVILLE, PA 15017 UNITED STATES LEE SUPPLY CO., INC. ATTN: NOELLE TAUCHER CONTROLLER 305 1ST STREET CHARLEROI, PA 15022-1427 UNITED STATES ERIKS NORTH AMERICA INC ATTN: BEN MONDICS PRESIDENT & CEO 650 WASHINGTON ROAD SUITE 500 PITTSBURGH, PA 15228 UNITED STATES LARROL SUPPLY, INC. ATTN: PETE KOHUT PRESIDENT 66261 NORTH 26TH ROAD BETHESDA, OH 43719-9748 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim KIRK AUBRY EMAIL KIRKR@SAVAGESERVICE S.COM PHONE - 801-944-6600 FAX - 801-944-6500 Trade Debt $2,144,454.14 JAY CLEVELAND EMAIL JCLEVELAND@CLEVELAN DBROTHERS.COM PHONE - 724-327-1300 FAX - 724-325-8406 Trade Debt $1,977,533.07 DOUG SIMMONS EMAIL SDSIMMONS@CROWNPS. US PHONE - 307-696-8164 FAX - 307-696-8174 Trade Debt $1,699,615.83 DEANO MEMMO EMAIL MEMCON@COMCAST.NE T PHONE - 724-350-2649 FAX - 724-746-4813 NOELLE TAUCHER EMAIL NTAUCHER@LEESUPPLY. COM PHONE - 724-483-3543 FAX - 724-483-0577 BEN MONDICS EMAIL BMONDICS@ERIKSNA.CO M PHONE - 724-213-1166 FAX - 724-344-8342 Trade Debt $1,619,285.00 Trade Debt $1,573,976.14 Trade Debt $1,531,990.84 PETE KOHUT EMAIL PKOHUT@LARROLSUPPL Y.COM PHONE - 740-782-1324 FAX - 740-782-1326 Trade Debt $1,499,240.74 5 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 13 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 33 34 35 36 37 38 39 WHEELER MACHINERY COMPANY ATTN: JEFF IPSEN CHIEF FINANCIAL OFFICER 4901 2100 S SALT LAKE CITY, UT 84120 UNITED STATES OMEGA CEMENTING CO ATTN: DONALD GADDIS CHIEF EXECUTIVE OFFICER 3776 MILLBORNE RD APPLE CREEK, OH 44606 UNITED STATES HARVEY SERVICES LLC ATTN: GARY L HARVEY 31 HARVEY LANE SCENERY HILL, PA 15360 UNITED STATES JABO SUPPLY CORP. ATTN: JACK BAZEMORE PRESIDENT 5164 BRALEY RD HUNTINGTON, WV 25707 UNITED STATES OHIO CAT ATTN: DAVE BLOCKSOM CHIEF FINANCIAL OFFICER 3993 E ROYALTON RD BROADVIEW HEIGHTS, OH 44147 UNITED STATES MECHANICAL & CERAMIC SOLUTIONS, INC ATTN: KENNETH SHAREK PRESIDENT 730 SUPERIOR STREET CARNEGIE, PA 15106 UNITED STATES RICHWOOD INDUSTRIES, INC. ATTN: KEVIN MALOY CHIEF OPERATING OFFICER 707 7TH STREET WEST HUNTINGTON, WV 25704 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim JEFF IPSEN EMAIL JEFFIPSEN@WHEELERC AT.COM PHONE - 801-974-0511 FAX - 801-974-9404 Trade Debt $1,393,183.18 DONALD GADDIS EMAIL GADDIS25@EMBARQMAIL .COM PHONE - 330-695-7147 Trade Debt $1,389,105.75 GARY L HARVEY EMAIL HARVEYSERVICESLLC@ GMAIL.COM PHONE - 740-391-1885 FAX - 724-632-2440 JACK BAZEMORE EMAIL JBAZEMORE@JABOSUPP LY.COM PHONE - 304-736-8333 FAX - 304-736-8551 DAVE BLOCKSOM EMAIL DBLOCKSOM@OHIOCAT. COM PHONE - 800-837-6204 FAX - 740-942-4029 Trade Debt $1,272,815.00 Trade Debt $1,259,129.73 Trade Debt $1,249,688.16 KENNETH SHAREK EMAIL - KENNETHS@mcspa.com PHONE - 412-429-8991 FAX - 412-429-8766 Trade Debt $1,246,200.04 KEVIN MALOY EMAIL KMALOY@RICHWOOD.CO M PHONE - 304-525-5436 FAX - 304-525-8018 Trade Debt $1,235,667.12 6 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 14 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 40 41 42 43 44 45 46 A. REED EXCAVATING L ATTN: ADAM REED CHIEF EXECUTIVE OFFICER 52912 STATE ROUTE 145 BEALLSVILLE, OH 43716 UNITED STATES ELGIN INDUSTRIES ATTN: PETER WALIER CHIEF EXECUTIVE OFFICER 2001 BUTTERFIELD DOWNERS GROVE, IL 60515 UNITED STATES R.G. JOHNSON COMPANY ATTN: JIM LECKIE PRESIDENT 25 SOUTH COLLEGE STREET WASHINGTON, PA 15301 UNITED STATES MAC'S MINING REPAIR SERVICE, INC. ATTN: LYNN C. SITTERUD PRESIDENT 225 WEST 400 SOUTH HUNTINGTON, UT 84528 UNITED STATES IRWIN MINE & TUNNELING SUPPLY ATTN: DAVID FITZPATRICK SENIOR VICE PRESIDEN 9953 BROADWAY ST IRWIN, PA 15642 UNITED STATES AMERICAN MINE POWER, INC. ATTN: FREDDIE D. BALL JR. PRESIDENT 584 RAGLAND ROAD BECKLEY, WV 25801 UNITED STATES STATE ELECTRIC SUPPLY COMPANY ATTN: JOHN SPOOR PRESIDENT & COO 210 2ND AVE HUNTINGTON, WV 25703 UNITED STATES Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) Desc Main Indicate if claim is contingent, unliquidated, or disputed If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim ADAM REED PHONE - 740-391-4985 FAX - 740-926-1422 Trade Debt $1,234,931.49 PETER WALIER EMAIL peter.walier@elginindustries .com PHONE - 630-434-7200 FAX - 618-268-4850 JIM LECKIE PHONE - 724-222-6810 FAX - 724-222-6815 Trade Debt $1,232,678.25 Trade Debt $1,221,678.08 LYNN C. SITTERUD EMAIL LYNN@MACSMININGREP AIR.COM PHONE - 435-687-2244 FAX - 435-687-2547 Trade Debt $1,215,224.57 DAVID FITZPATRICK EMAIL DFITZPATRICK@IRWINCA R.COM PHONE - 724-864-8900 FAX - 724-864-8909 Trade Debt $1,144,812.20 FREDDIE D. BALL JR. PHONE - 304-253-6374 FAX - 304-235-6378 Trade Debt $1,138,652.51 JOHN SPOOR EMAIL john.spoor@stateelectric.co m PHONE - 304-528-0265 FAX - 304-424-8144 Trade Debt $1,127,785.71 7 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 15 of 25 Amount of claim Nature of claim Name of creditor and complete mailing address, including zip code 47 48 49 50 DATE MINING ATTN: TERRY RICE PRINCIPAL 1400 SOUTH MAIN STREET HARRISBURG, IL 62946 UNITED STATES UMWA HEALTH AND RETIREMENT FUNDS ATTN: DALE STOVER DIRECTOR OF FINANCE AND GENERAL SERVICES 2121 K STREET, SUITE 350 WASHINGTON, DC 20037 UNITED STATES RAVEN ENERGY LLC ("CMT") ATTN: CATHERINE STEEGE PARTNER C/O JENNER BLOCK 353 N CLARK STREET CHICAGO, IL 60654 UNITED STATES MARGARET ANNE WICKLAND, AS TRUSTEE FOR AND ON BEHALF OF AN IRREVOCABLE TRUST ESTABLISHED DECEMBER 23, 1974, AND A REVOCABLE TRUST ESTABLISHED AUGUST 23, 1985 AND GUY CORPORATION ATTN: KEVIN G. HROBLAK ATTORNEY WHITEFORD, TAYLOR & PRESTON L.L.P. SEVEN SAINT PAUL STREET SUITE 1500 BALTIMORE, MD 21202 Name, telephone number and email address of creditor contact (for example, trade debts, bank loans, professional services, and government contracts) TERRY RICE PHONE - 618-252-7200 Desc Main Indicate if claim is contingent, unliquidated, or disputed Trade Debt If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1Deduction for value of collateral or setoff [1] Unsecured Claim $1,121,544.74 Dale Stover EMAIL DSTOVER@UMWAFUNDS .ORG PHONE - 703-291-2463 Pension and Health Benefits Catherine Steege EMAIL CSTEEGE@JENNER.COM PHONE - 312-923-2952 FAX - 312-840-7352 Breach of Contract Contingent, Unliquidated, Disputed Undetermined Kevin G. Hroblak EMAIL khroblak@wtplaw.com PHONE - 410-347-8700 FAX - 410-752-7092 Litigation Unliquidated Undetermined 8 Undetermined Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 16 of 25 Desc Main Fill in this information to identify the case and this filing: Debtor Name Murray Energy Holdings, Co. United States Bankruptcy Court for the: Southern District of Ohio (State) Case number (If known): Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 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. Declaration and signature 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: ☐ Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B) ☐ Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) ☐ Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) ☐ Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) ☐ Schedule H: Codebtors (Official Form 206H) ☐ Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) ☐ Amended Schedule ☒ Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders (Official Form 204) ☒ Other document that requires a declaration Statement List of Equity Security Holders and Corporate Ownership I declare under penalty of perjury that the foregoing is true and correct. Executed on 10/29/2019 MM/ DD/YYYY  /s/ Robert D. Moore 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 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 17 of 25 Desc Main RESOLUTIONS OF THE BOARDS OF DIRECTORS OF MURRAY ENERGY CORPORATION (an Ohio corporation) (“Murray Energy”) MURRAY ENERGY HOLDINGS CO. (a Delaware corporation) (“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. NOW, THEREFORE, BE IT, 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) Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 18 of 25 Desc Main 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. ENTRY INTO RSA 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; Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 19 of 25 Desc Main 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. CASH COLLATERAL AND DEBTOR-IN-POSSESSION FINANCING 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: Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 20 of 25 Desc Main (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, reference is made to that certain Debtor-In-Possession Credit Agreement (together with all exhibits, schedules, and annexes thereto, the “DIP Credit Agreement”), dated as of, or about, the date hereof, by and among Murray Energy, as borrower (the “Borrower”), and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, Holdings, Murray Metallurgical Coal Properties, LLC, Murray Metallurgical Coal Properties II, LLC and all other direct and indirect domestic subsidiaries of the Borrower that are guarantors under the Superpriority Credit and Guaranty Agreement, as guarantors (together with the Borrower, the “Debtors”), the lenders party thereto from time to time (collectively, the “DIP Lenders”), and GLAS Trust Company LLC, as administrative agent (the “DIP Agent”); Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 21 of 25 Desc Main 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. NOW, THEREFORE, BE IT, 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 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 22 of 25 Desc Main 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 Company, as debtor and debtor-in-possession under the Bankruptcy Code be, and hereby is, authorized, empowered, and directed to incur any and all obligations and to undertake any and all related transactions on substantially the same terms as contemplated under the Financing Documents (collectively, the “Financing Transactions”), including granting liens on its assets to secure such obligations; 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 debtorin-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 Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 23 of 25 Desc Main 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. APPOINTMENT OF CHAIRMAN AND PRESIDENT & CHIEF EXECUTIVE OFFICER 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; Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 24 of 25 Desc Main 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; NOW, THEREFORE, BE IT, RESOLVED, that Robert E. Murray is hereby appointed as Chairman of the Board of Murray Energy and Holdings, effective immediately, and will hold such office until his successor is duly elected and qualified or until his earlier death, resignation or removal; and 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, Case 2:19-bk-56885 Doc 1 Filed 10/29/19 Entered 10/29/19 04:00:45 Document Page 25 of 25 Desc Main 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. * * * * *