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    Settlement Agreement Between Mass DCR and Owners of The Mount Tom Quarry

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    Patrick Johnson
    The State Department of Conservation and Recreation reached an agreement with the owners of the former quarry on Mount Tom to acquire the site.

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    Settlement Agreement Between Mass DCR and Owners of The Mount Tom Quarry

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    Patrick Johnson
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    The State Department of Conservation and Recreation reached an agreement with the owners of the former quarry on Mount Tom to acquire the site.

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    Settlement agreement between Mass DCR and owners of the Mount Tom quarry

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    The State Department of Conservation and Recreation reached an agreement with the owners of the former quarry on Mount Tom to acquire the site.

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    © All Rights Reserved
    Download as PDF or read online from Scribd
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    Download as pdf
    83 views21 pages

    Settlement Agreement Between Mass DCR and Owners of The Mount Tom Quarry

    Uploaded by

    Patrick Johnson
    The State Department of Conservation and Recreation reached an agreement with the owners of the former quarry on Mount Tom to acquire the site.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
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    SETTL [ENT This Settlement Agreement is made and entered into by and among Mt. Tom Companies, Inc, (“Debtor”), Site Reclamation, LLC (“Site Reclamation”), and the Commonwealth of Massachusetts, by and through its Department of Conservation and Recreation? (“Department”) to resolve a dispute between Debtor and the Department concerning title to a 16.141 acre parcel of land in Holyoke, Massachusetts (“Quarry Parcel”) that is Debtor’s sole asset in its pending bankruptcy proceeding, in re Mt. Tom Companies, Inc., No. 21-30091-EDK (Bankr. D. Mass.) (“Bankruptcy Case”). Debtor, Site Reclamation, and the Department are collectively referred to herein as the “Parties.” WHEREAS, in 2002, Debtor (as Seller/Grantor) and the Department, the United States Fish and Wildlife Service, the Holyoke Boys and Girls Club, and The Trustees of Reservations (as Buyers/Grantees) entered into a major land acquisition project aimed at permanently protecting for conservation and recreation purposes 397 acres of land on Mt. Tom, then-owned by Debtor (“2002 Land Protection Project”); WHEREAS, as part of the 2002 Land Protection Project, Debtor conveyed to the Department an exclusive and irrevocable Option to Purchase the Quarry Parcel for nominal consideration on or after September 1, 2012 (“Option”); WHEREAS, also as part of the 2002 Land Protection Project, Debtor conveyed a 21.745 acre parcel adjacent to the Quarry Parcel, known as “Parcel A-3,” on which the Department holds a conservation restriction; WHEREAS, on May 18, 2020, Site Reclamation entered into a Purchase and Sale Agreement to purchase Parcel A-3 subject to the Department's conservation restriction; WHEREAS, in May 2020, Debtor and newly-formed Site Reclamation informed the Department of their joint proposal to start a multi-year quarry filling business on the Quarry Parcel, which they contend would serve the purpose of improving safety and reclaiming habitat, and would include the use of Parcel A-3 for related commercial activities; WHEREAS, the Department contends that over the ten years since Debtor ceased quarrying operations, the natural resources at and in the vicinity of the quarry (including the disturbed and wooded areas) have flourished, including on the quarry’s floor, rock face, and crevices, such as, the presence of two certifiable vernal pools, the return of native plants, and renewed use by state-listed species; WHEREAS, on December 7, 2020, the Department sent Debtor a written letter, by electronic and certified mail, and verbally notified it by phone, that the Department was exercising its Option to purchase the Quarry Parcel for nominal consideration; * Prior fo changing its name in 2004, Debtor was known as Mt, Tom Ski Area, Inc. Articles of Amendment, Mass. Sec'y of the Commonwealth (Der. 21, 2004). Prior to 2003, the Department’ presecessor agency was known asthe wassachusetts Department of Environmental Management. Section 1 of Chapter 41 ofthe Acts of 2003 1 WHEREAS, on December 30, 2020, Site Reclamation closed on the purchase of Parcel A-3, subject to the Department's conservation restriction; WHEREAS, the Department contends that under Massachusetts law and the terms and conditions of the Option, it was entitled to delivery of the deed to the Quarry Parcel, free and clear of all encumbrances that arose or after July 30, 2002, on April 7, 2021; WHEREAS, the Quarry Parcel is subject to an Instrument of Tax Taking by the City of Holyoke (“City”) dated October 21, 2013, recorded in Book 20066, Page 210 (“Tax Lien”); WHEREAS, on March 25, 2021, Debtor filed a voluntary chapter 11 bankruptcy petition ‘commencing the Bankruptcy Case; WHEREAS, Debtor has represented to the Bankruptcy Court that the Department's exercise of the Option was “the precipitating factor” in its filing for bankruptcy protection; WHEREAS, Debtor has further represented to the Bankruptcy Court its intent to seek an order from the Bankruptcy Court voiding the Option under the Bankruptcy Code’s “strong arm powers” on the sole grounds that the Department failed to record the Option at the Registry of Deeds, or, alternatively, to “reject” it as an executory contract; WHEREAS, the Department contends that under Massachusetts law the Option is valid and effective without recordin, WHEREAS, the Department further contends that Debtor’s Bankruptcy Case should be dismissed because Debtor is not a business with going concerns to be rehabilitated for the benefit of unsecured creditors, but, rather, its Bankruptcy Case presents a “two-party dispute” lacking a true bankruptcy purpose and was filed in an attempt to start a new quarry-filling business, for the benefit of its Shareholders, and, therefore, does not belong in Bankruptcy Court; WHEREAS, the Debtor disputes the Department’s contention noted above and submits that there are other creditors of the bankruptcy estate that would benefit from a Chapter 11 reorganization plan, including the City of Holyoke; WHEREAS, the Department disputes that and contends that Debtor's own schedules fail to identify any non-insider creditors who will benefit from reorganization and notes that the City’s secured claim for over $327,000 in outstanding property taxes runs with the land; and WHEREAS, the Parties agree that this settlement has been negotiated in good faith and at arm’s length, that implementation of this Settlement Agreement will avoid prolonged and complicated litigation between the Parties in Bankruptcy Court and also possibly state court, and that this settlement is within the Department's authority, consistent with the Department's mission, and furthers the public interest. NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, itis hereby agreed as follows 2 un 1, The Parties are the following: a, Debtor is a Massachusetts, for-profit corporation formerly known as Mt. Tom Ski Area, Inc. Debtor’s officers and shareholders are Matthew Lucas Donohue and Timothy Patrick Kennedy. Debtor's principal business address is 273 State St., 2nd Floor, Springfield, MA. 01103. b. Site Reclamation, LLC is a Massachusetts limited liability company whose managers are Matthew Lucas Donohue and Timothy Patrick Kennedy. Site Reclamation’s principal business address is also 273 State St., 2" Floor, Springfield, MA 01103. c. The Department isa state agency of the Commonwealth and contends that its mission is to protect, promote, and enhance the state’s natural, cultural, and recreational resources for the well-being of all. The Department is authorized to acquire and hold interests in lands that are suitable for purposes of conservation or recreation pursuant to M.G.L. c. 132A, §§ 3 and 3A, as amended, and every other power and authority enabling for the purposes set forth in Article 97 of the Amendments to the Massachusetts Constitution for conservation and recreation purposes. 2. The Department represents that it has complied with all applicable provisions of the Land ‘Acquisitions Regulations of the Massachusetts Executive Office of Energy and Environmental Affairs, 301 C.M.R. 51.00, et seq., that apply to acquisitions of real property for Article 97 Purposes. 3. _ This Settlement Agreement shall inure to the benefit of, and be binding on, the Debtor and Site Reclamation (together, “Grantors”) and the Department, and upon their respective representatives, successors, and assigns. Debtor consents to entry of final order of the Bankruptcy Court dismissing the Bankruptcy Case without prejudice and waives all rights of appeal upon entry of such an order. 4. This Settlement Agreement is not intended to confer any right upon any other person or entity not a signatory hereto, except as specifically stated herein. Dismissal: 5. Within five (5) business days of execution of this Settlement Agreement, Debtor shall file in the Bankruptcy Court a motion to dismiss the Bankruptcy Case, in the form attached hereto as Exhibit A (“Motion”), and shall request a hearing on the Motion be scheduled prior to the Closing Date. 6. Inthe event that the Bankruptey Court denies the Motion, this Settlement Agreement shall terminate and be void ab initio, and the Parties’ will have no obligations or recourse hereunder. In such event, the Department and Debtor expressly reserve any and al: righs, defenses, claims, demands, and causes of action that each Party may have in the pending Bankruptcy Case or in any other proceeding that may be subsequently brought in federal or state court. a ‘The “Premises” that are the subject of this Settlement Agreement are the following two parcels: a. Quarry Parcel: the following described land in the City of Holyoke, Hampden County, Massachusetts, consisting of 16.141 acres, more or less, shown as Parcel A-5 on a plan entitled “Plan of Land in Holyoke, Massachusetts Surveyed for Mt. Tom Ski Area, Inc.” Scale: 1"=200", dated June 18, 2002, prepared by Heritage Surveys, Inc. of Southampton, Massachusetts (hereinafter the “Heritage Plan”), recorded in the Hampden County Registry of Deeds in Plan Book 326 Pages 19, 20 and 21. b. Parcel A-3: the following described land in the City of Holyoke, Hampden County, Massachusetts, consisting of 21.745 acres, more or less, shown as Parcel A-3 on a plan entitled “Plan of Land in Holyoke, Massachusetts Surveyed for Mt. Tom Ski Area, Inc.” Scale: 1=200’, dated June 18, 2002, prepared by Heritage Surveys, Inc. of Southampton, Massachusetts (hereinafter the “Heritage Plan”), recorded in the Hampden County Registry of Deeds in Plan Book 326 Pages 19, 20 and 21. Escrow Agreement: 8. The Parties agree that the Department shall designate an Escrow Agent to (a) hold and disburse funds required to be delivered to him pursuant to this Settlement Agreement, as more particularly set forth pursuant to the terms and conditions of an Escrow Agreement attached hereto as Exhibit B and incorporated herein, which the Parties shall execute concurrently with execution of this Settlement Agreement. The Escrow Agent designated by the Department shall be acceptable to Debtor, and Debtor shall not unreasonably withhold its assent to the Department's designee. “Deeds to the Premises” shall mean the deeds executed in accordance with Paragraphs 11 and 12, below. 9. Asset forth more fully in the Escrow Agreement, payments required to be delivered to the Escrow Agent pursuant to this Settlement Agreement shall be used only for the following purposes: (a) to pay the City of Holyoke for outstanding real estate taxes, penalties and/or fees, including recording fees for the Instrument of Redemption, owing on the Quarry Parcel under the Tax Lien; and (b) to pay remaining proceeds to the Grantors upon verification that the City has released the Tax Lien pursuant to Paragraph 8 of the Escrow Agreement. The Escrow Funds, as defined in Paragraph 2 of the Escrow Agreement, shall only be disbursed in accordance with the terms and conditions set forth in Paragraph 7-8 of the Escrow Agreement. 10. The Parties agree that the Grantors shall not receive any disbursement of Escrow Funds unless and until the Escrow Agent either records or verifies through the online database that an Instrumenii of Redemption, or equivalent, releasing the Tax Lien has been recorded with the Hampden County Registry of Deeds. If recorded by an entity other than the Escrow Agent, Debtor shall provide notification to the Escrow Agent of such recording. Title Deeds: 11. Quarry Parcels: No later than fifteen (15) days prior to the Closing Date, Debtor shall provide the Department with either: (a) a corporate tax lien waiver; or (b) language to insert into the Department's draft Quarry Parcel deed certifying that Debtor satisfies one of the conditions identified in REBA Title Standard No. 17 so that such a corporate tax lien waiver will not be necessary. The Department shall prepare a final Quarry Parcel deed, consistent with such information provided to it by Debtor, which the Department shall transmit by electronic mail to Debtor for execution no later than ten (10) days prior to the Closing Date. Debtor's President and Treasurer, as duly authorized representatives of Debtor, shall execute the final Quarry Parcel Deed for hand delivery to the Department at the Closing. No later than five (5) days prior to the Closing Date, Debtor shall transmit to the Department by electronic mail, a copy of the executed deed, the original of which it shall bring to the Closing. 12. Parcel A-3: No later than fifteen (15) days prior to the Closing Date, Site Reclamation shall provide the Department with either: (a) a corporate tax lien waiver; or (b) language to insert into the Department's draft Parcel A-3 deed to certify that Site Reclamation satisfies one of the conditions identified in REBA Title Standard No. 17 so that such a corporate tax lien waiver will not be necessary. The Department shall prepare a final Parcel! A-3 deed, consistent with such information provided to it by Site Reclamation, which the Department shall transmit by electronic mail to Site Reclamation for execution no later than ten (10) days prior to the Closing Date. Both of Site Reclamation’s Managers, as duly authorized representatives of Site Reclamation, shall execute the final Parcel A-3 Deed for hand delivery to the Department at the Closing, No later than five (5) days prior to the Closing Date, Site Reclamation shall transmit to the Department by electronic mail, a copy of the executed deed, the original of which it shall bring to the Closing. Payments: 13. Upon recording of the Deeds to the Premises at the Closing, the Department shall immediately hand deliver to the Escrow Agent: a. Acheck of the Commonwealth drawn by the State Treasurer, or her designee, made payable to Site Reclamation, LLC, for three hundred thousand dollars ($300,000.00) total as consideration for Parcel A-3 and appurtenant fixtures; and b. _ Accheck of the Commonwealth drawn by the State Treasurer, or her designee, ‘made payable to Mt. Companies, Inc., for six hundred thousand dollars ($600,000.00) total, of which one dollar ($1.00) is nominal consideration for the Quarry Parcel and appurtenant fixtures, and five hundred ninety-nine thousand nine hundred ninety-nine dollars ($599,999.00) as consideration for Debtor’s full and satisfactory performance of all of its obligations under this Settlement Agreement. 14, No later than five (5) days prior to the Closing Date, the Department shall transmit to the Debtor by electronic mail, a copy of the checks required in the preceding Paragraph. Closing: 15, ‘The Closing shall take place at the Hampden County Registry of Deeds, at 59 Court Street, Westfield, Massachusetts, on June 14, 2022, at 1:00 p.m. (“Closing Date”). Notwithstanding the foregoing, the Closing Date may be earlier, by mutual agreement of the Parties and the Escrow Agent, or may be extended by up to thirty (30) days, ifnecessary, consistent with the terms and conditions set forth herein, but in no event may the Closing Date be later than June 30, 2022. 16. The Parties agree to extend the Closing Date if (a) the Bankruptcy Court has not yet ruled ‘on the Motion; (b) good, clear, and marketable title to either property comprising the Premises does not exist, and the Grantors and the Department agree that the defects of title may be cured during an extension to the Closing Date: or (c) the Parties all agree that an extension is warranted for another reason. 17, Ifthe Closing Date is extended, the Department shall inform the Escrow Agent, with a copy to Grantors, of the new date and time. 18, At the Closing, the Debtor and Site Reclamation shall deliver to the Department the duly executed deeds to the Premises (“Deeds to the Premises”) which the Department shall accept pursuant to its authority set forth in Paragraph I.c, above, subject to the conditions set forth in this Settlement Agreement. 19, On the Closing Date, the Department shall run down the titles of the Premises from the date of the applicable Certificate of Title for each property to the Closing Date. The applicable Certificate of Title for the Quarry Parcel is dated March 2, 2022, and for Parcel A-3, is dated March 2, 2022. In the event that on the Closing Date the records for each of the Premises show no liens, conveyances, or encumbrances of record other than those identified in Paragraph 20. below, the Department shall record the Deeds to the Premises with the Hampden County Registry of Deeds and immediately hand deliver to the Escrow Agent Payments as set forth in Paragraph 13, above. 20. On the Closing Date, title to the Premises shall be free from liens, conveyances, or encumbrances, except for the following: a. Provisions of existing building and zoning laws for each parcel; b, Such taxes for the then current year as are not due and payable on the Closing Date for each parcel; ©. Liens for municipal betterments assessed after the Closing Date for each parcel; d. Easements, restrictions, and reservations of record recorded on either of the Premises with the Hampden County Registry of Deeds on or before March 2, 2022; e. _ A Conservation Restriction and Easement to the Commonwealth of Massachusetts, Department of Environmental Management, dated January 7, 2003, and recorded ‘on Parcel A-3 in Book 12854, Page 133; f Assignment and Assumption of Easements, Covenants and Restrictions dated February 25, 2008, and recorded on the Quarry Parcel in Book 17179 Page 406; and g. _AnInstrument of Tax Taking recorded on the Quarry Parcel by the City of Holyoke, dated October 21, 2013 (Bk 20066, P 210) (“Tax Lien”). 21. On the Closing Date, prior to the Department recording the Deeds, Debtor and Site Reclamation shall each record a Certificate of Good Standing from the Secretary of State's office dated within thirty (30) days of the Closing Date and, if applicable with respect to REBA Title Standard No. 17, Debtor and Site Reclamation shall also each record a corporate tax lien waiver. 22, Inthe event that on the Closing Date the records for either of the Premises show liens, conveyances, or encumbrances of record other than those identified in Paragraph 20, above, the Department will not accept and record the Deeds to the Premises and will return them to the Debtor and Site Reclamation to hold. Grantors shall have five (5) days to take steps to clear all such liens, conveyances, or encumbrances of record other than those identified in Paragraph 20, above. If any such liens, conveyances, or encumbrances of record are not eliminated within five (5) days, the Grantors shall not be entitled to receive any Payments hereunder. Notwithstanding the foregoing, the Parties may agree to extend the cure period by mutual agreement, up to a total of fourteen (14) days to attempt to negotiate a resolution ifand only ifsuch extension allows the Closing to occur no later than June 30, 2022, as required pursuant to Paragraph 15, above. 23. _Attthe Closing, or at a time shortly thereafter to be mutually agreed upon by the Escrow Agent and Grantors, duly authorized representatives of each Grantor shall endorse the checks payable to each Grantor for deposit into the Escrow Agent’s IOLTA account. Oss ition of Premises: 24. — At the Closing Date, the Premises shall be in the same condition as they are now, reasonable use and wear thereof excepted, (a) free of all tenants or occupants; (b) not, to the best of Grantors’ knowledge, in violation of applicable building and zoning laws; and (c) in compliance with the provisions of any instrument referred to in Paragraph 20, above, as applicable. At no time prior to the Closing Date shall Grantors cause or permit the physical condition or use of the Premises to be changed or altered. The Department shall be solely responsible to verify the compliance of the Premises with this Paragraph prior to the Closing. Inspection of and Access to the Premises: 25, Debtor and Site Reclamation grant to the Department and to the Department's appraiser the right to enter and re-enter upon the Premises for the purpose of conducting due diligence, visual inspections, appraisals, survey, and other non-invasive environmental inspections and the like, The Department and the Department's appraiser shall exercise such right at their own risk email notice of their intention to enter the Premises twenty-four (24) hours in advance of their intent to enter the Premises. Adjustments of Unassessed and Abated Taxes: 26. Grantors shall be responsible to pay the current property taxes for the Premises through the 4" Quarter of Fiscal Year 2022 (FY22) by May 3, 2022, Grantors shall provide the Department with a receipt for the paid 4* Quarter Taxes on the Closing Date. Within thirty (30) days of the Closing Date, the Department shall reimburse the Grantors for the 4" Quarter FY22 taxes on a per diem bases starting the day after the Closing Date through June 30, 2022. Recording Fe 27. Allocation of recording fees shall be based upon Massachusetts customary practice. ‘Accordingly, the Department shall pay the recording fee for the Deeds to the Hampden County Registry of Deeds. Grantors shall be responsible for the recording and recording fees of the Certificates of Good Standing, the corporate tax lien waivers, if applicable, and any instruments required to clear title to the Premises. Releases: 28. Upon Grantors’ full and satisfactory compliance with all obligations they each have under this Settlement Agreement, the Department hereby releases Grantors and their representatives, agents, servants, members, officers, and managers including, but not limited to, Matthew Lucas Donohue and Timothy Patrick Kennedy, from all causes of action, requests for injunctive relief, interest, expenses, costs, attorneys’ fees, damages, obligations, ities, demands, debts, losses, and sums of money, and any and all other claims or counterclaims, known and unknown, both in law and equity, that the Department asserted and/or could have asserted against the Grantors in the Bankruptcy Case or any other judicial or administrative proceeding in federal or state court in relation to the exercise of the Option to Purchase the Quarry Parcel, which is the subject of the dispute being resolved by this Settlement. 29. Upon the Department's delivery of the Payments required under this Settlement Agreement to the Escrow Agent, Grantors and their representatives, shareholders, members, officers, and managers, including, but not limited to, Matthew Lucas Donohue and Timothy Patrick Kennedy, agents, servants, successors, transferees, assignees, insurers, directors, trustees, employees, heirs, executors, administrators and estates, hereby release the Commonwealth, as well as its predecessors, successors, transferees, assignees, employees, officers, agents, attorneys, representatives, and administrators from al; causes of wction, requests for injunctive relief, interest, expenses, costs, attorneys’ fees, damages, obligations, liabilities, demands, debts, losses, sums of money, consultant fees, expert fees, and any and all other claims or counterclaims, known and unknown, both in law and equity, that the Grantors asserted and/or could have been asserted against the Commonwealth in the Bankruptcy Case or any other judicial or administrative proceeding in federal or state court in relation to the exercise of the Option to Purchase the Quarry Parcel 30. Notwithstanding the foregoing, no releases are provided herein relating to the enforcement of this Settlement Agreement. Other Provisions: 31. This Settlement Agreement represents a compromise and settlement of disputed claims of Debtor and the Department in relation to title to the Quarry Parcel and does not represent any admission of fact or liability on the part of any of the Parties. 32. This Settlement Agreement is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements and understandings between the Parties, whether oral or written. 33. The Parties’ counsel cooperated in the drafting of this Settlement Agreement, and the rule of construction that any ambiguities are to be resolved against the drafting party shall not be ‘employed in any interpretation of this document. 34, This Settlement Agreement shall be governed by the laws of the Commonwealth of Massachusetts, is a public document, may be subject to disclosure, and may be offered in evidence in any proceeding to enforce any of its provisions or for any other lawful purpose. 35. The Parties represent and declare that they have each carefully read this Settlement ‘Agreement, and all Exhibits hereto, and know the contents thereof, and that they sign the same freely and voluntarily. The Parties further represent and declare thet in executing this Agreement they rely solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently-selected counsel and experts concerning the nature, extent, and duration of their rights and claims, and that they have not been influenced to any extent whatsoever in executing the same by any of the Parties hereto or any person representing them, or any of them. 36. — The Parties shall bear their respective costs for attorneys’ fees, costs, expert fees, and all other expenses relating to or arising out of the claims being dismissed. 37. Each of the signatories hereby warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign 38. This Settlement Agreement may be executed in one or more counterparts and may include multiple signature pages, all of which shall be deeues to be one instrument. The Parties ‘may electronically sign this Agreement and such electric signature(s) shall be deemed as an. original. Photocopies or electronic copies (in portable document format or otherwise) of original signature pages may be deemed as originals. 39, Neither this Agreement nor any of its recitals, terms or provisions, nor any of the negotiations or proceedings connected with it, nor any other action taken to carry out this Settlement Agreement, shall be offered as evidence in any pending or future claim or pending or future civil, criminal, or administrative action or proceeding, except in a proceeding to enforce this Settlement Agreement, to defend against the assertion of the released claims, or claims/defenses relating to matters expressly excluded from release, or as otherwise required by law. However, nothing in this paragraph shall prohibit the Parties from admitting this Settlement ‘Agreement in any action to enforce the provisions put forward herein. 40. The Parties make no representations as to the tax consequences of this Agreement. The Parties are individually responsible forall tax liabilities and tax consequences to their respective organizations arising out of and/or relating to this Agreement. WHEREFORE, Debtor, Site Reclamation, and the Department execute this Settlement Agreement effective as of the latest date set forth below. [SIGNATURE PAGES FOLLOW] 10 MT. TOM COMPANIES, INC. 2) By: oe (signed) By: _Matthew L. Donohue (printed) tts; Secretary patep: _ 3/23/22 SITE RECLAMATION, LLC By: (signed) By; Matthew L. Donohue (printed) Its; _ Manager patep: _ 5/23/22 COMMONWEALTH OF MASSACHUSETTS DEPARTMENT OF CONSERVATION RECREATION py Wirt! €- Compr Gigned) By: Stephanie_C. Cooper ___ (tinted) Its: | Acting Commissioner pate: May V3, 202 EXHIBIT A UNITED STATES BANKRUPTCY COURT. FOR THE DISTRICT OF MASSACHUSETTS. ) Inre ) Chapter 11, No. 21-30091-EDK ) MT. TOM COMPANIES, INC. ) ) Debtor ) ———————— EXPEDI SSENTED TO MOTION TO DISMISS C) R11 CASE Now comes the Debtor, MT. TOM COMPANIES, INC. ("Debtor"), by and through its counsel, GOLDSMITH, KATZ & ARGENIO, P.C. (“GKA”) and, pursuant to Section 1112 of the Bankruptcy Code, Bankruptcy Rules 1017 and 2002, and MLBR’s 1017-1, 2002-1 and 9013- 1(g), requests the entry of an Order dismissing the Chapter 11 case. In support of this Motion and the request that it be heard on an expedited basis, the Debtor respectfully represents as follows: 1, On March 25, 2021, the Debtor filed a Voluntary Petition (“Case”) seeking relief under Chapter 11 of the Bankruptcy Code. 2. The Debtor is the owner of approximately 16.41 acres of land in Holyoke, Massachusetts (the “Real Property”). The Real Property was most recently operated as a quarry, although the quarry operations ceased in 2012. 3. In.2002, the Debtor as part of a major land acquisition project granted the Massachusetts Department of Environmental Management, n/k/a Massachusetts Department of Conservation and Recreation an option to purchase the Real Property for nominal consideration ‘on ot after September 1, 2012 (“Option”). The Option was never recorded at the Registry of Deeds. 4, A precipitating factor in the filing of the Chapter 11 case was the ‘Commonwealth of Massachusetts by and through its Department of Conservation and Recreation DCR”) seeking to exercise the Option. 5. The Debtor through the bankruptcy filing intended to seek an order from this Court voiding the Option under the Bankruptcy Code’s strong-arm power on the grounds that the DCR failed to record the Option at the Registry of Deeds or, alternatively, to “reject” it as an executory contract. Moreover, despite the DCR’s contention and noted below, the Debtor submits that this Case presents more than a two-party dispute. 6. The DCR contends that under Massachusetts law the Option is valid and effective without recording and that, inter alia, Debtor’s Case should be dismissed because Debior is not a business with going concems to be rehabilitated for the benefit of unsecured creditors, but, rather, its Case presents a “two-party dispute” lacking a true bankruptcy purpose. 7. Over the past several months the Debtor and DCR have engaged in negotiations in an attempt to resolve their differences. These negotiations have resulted in a settlement (“Settlement”) that negates the need for further protection under Chapter 11 of the Bankruptcy Code. Moreover, the Debtor submits that it has also reached a resolution with creditors the City of Holyoke and Site Reclamation. As noted below, DCR, the City of Holyoke, and Site Reclamation, LLC have all assented to the dismissal of this Case. 8, The only other creditors in the Case are the Massachusetts Department of Revenue and the Internal Revenue Service that have each asserted nominal claims, namely {$2,228.62 and $100.00 respectfully. Counsel for the Debtor is holding funds in escrow sufficient to pay these claims upon dismissal of the Case'. Debtor's counsel is also holding in escrow $500.00 which is the amount necessary to satisfy the quarterly fees that will be owed to the Office of the United States Trustee at the time of dismissal of the Case. 9. The Debtor has agreed with DCR that dismissal of this Case would be without prejudice but with waiver of all rights of appeal upon entry of the dismissal order. 10. Finally, since the terms of the Settlement require it to be consummated prior to the June 30" fiscal year of the Commonwealth of Massachusetts, the Debtor requests that this Motion be heard on an expedited basis. WHEREFORE, the Debtor respectfully requests: 1. That this Motion be heard on an expedited basis; 2. That this Case be dismissed without prejudice but waiver of all rights of appeal upon entry of the order of dismissal; and For such other relief that is just and proper. ' Some of the axes

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