Case Document 1075 Filed in TXSB on 12/20/16 Page 1 of 3

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1 Case Document 1075 Filed in TXSB on 12/20/16 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re: Chapter 11 SHERWIN ALUMINA COMPANY, LLC, et al., 1 Case No Debtors. (Jointly Administered) David R. Jones NOTICE OF FILING OF STIPULATION, SETTLEMENT, RELEASE, AND WAIVER AGREEMENT AND CONSENT ORDER BETWEEN SHERWIN ALUMINA AND MALEK, INC. PLEASE TAKE NOTICE that Malek, Inc. ( Malek ) filed a proof of claim on March 8, 2016, [Claim No. 133] (the Proof of Claim ) with the United States Bankruptcy Court for the Southern District of Texas (the Court ). PLEASE TAKE FURTHER NOTICE that on June 2, 2016, the Debtors filed the Debtors First Omnibus Objection to Certain Proofs of Claim (Duplicative Claims, Late-Filed Claims, and Satisfied Claims) [Docket No. 627] and the Debtors Second Omnibus Objection to Certain Proofs of Claim (No-Liability Claims and Claims to Be Reclassified) [Docket No. 628] (collectively, the Omnibus Objections ), pursuant to which the Debtors object to the Proof of Claim. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is the proposed Stipulation, Settlement, Release, and Waiver Agreement and Consent Order Between Sherwin Alumina and Malek, Inc. (the Proposed Stipulation ). The Proposed Stipulation is acceptable to the Debtors, Commodity Funding, LLC, and Malek. PLEASE TAKE FURTHER NOTICE that copies of all documents filed in these chapter 11 cases are available free of charge by visiting the case website maintained by Kurtzman Carson Consultants LLC, the notice and balloting agent for these chapter 11 cases, available at or by calling (866) You may also obtain copies of any pleadings by visiting the Court s website at in accordance with the procedures and fees set forth therein. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: Sherwin Alumina Company, LLC (2376); and Sherwin Pipeline, Inc. (9047). The debtors service address is: 4633 Highway 361, Gregory, Texas KE

2 Case Document 1075 Filed in TXSB on 12/20/16 Page 2 of 3 Respectfully Submitted, Dated: December 20, 2016 /s/ Gregory F. Pesce Christopher J. Marcus, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: (212) Facsimile: (212) christopher.marcus@kirkland.com - and - James H.M. Sprayregen, P.C. (admitted pro hac vice) Gregory F. Pesce (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com gregory.pesce@kirkland.com - and - Zack A. Clement (TX Bar No ) ZACK A. CLEMENT PLLC 3753 Drummond Houston, Texas Telephone: (832) zack.clement@icloud.com Counsel for the Debtors and Debtors in Possession KE

3 Case Document 1075 Filed in TXSB on 12/20/16 Page 3 of 3 Certificate of Service I certify that on December 20, 2016, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Gregory F. Pesce One of Counsel KE

4 Case Document Filed in TXSB on 12/20/16 Page 1 of 8 Exhibit A KE

5 Case Document Filed in TXSB on 12/20/16 Page 2 of 8 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS CORPUS CHRISTI DIVISION In re: SHERWIN ALUMINA COMPANY, LLC, et al., 1 Debtors. Chapter 11 Case No (David R. Jones) (Jointly Administered) STIPULATION, SETTLEMENT, RELEASE, AND WAIVER AGREEMENT AND CONSENT ORDER BETWEEN SHERWIN ALUMINA AND MALEK, INC. Sherwin Alumina Company, LLC ( Sherwin ) and Sherwin Pipeline, Inc., as debtors and debtors in possession (collectively, the Debtors ), Malek, Inc. ( Malek, and, together with the Debtors, collectively, the Parties ), hereby enter into this stipulation and agreed order (this Stipulation and Order ) as follows. WHEREAS, on January 11, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition with the United States Bankruptcy Court for the Southern District of Texas (the Court ) for relief under title 11 of the United States Code (the Bankruptcy Code ), which cases are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure; WHEREAS, the Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code; 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, are: Sherwin Alumina Company, LLC (2376) and Sherwin Pipeline, Inc. (9047). The debtors service address is: 4633 Highway 361, Gregory, Texas

6 Case Document Filed in TXSB on 12/20/16 Page 3 of 8 WHEREAS, the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, this matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2), and venue is proper pursuant to 28 U.S.C and 1409; WHEREAS, prior to the Petition Date, Malek provided materials and services to Sherwin related to heating and air conditioning services and repairs at certain Sherwin facilities (the Work ); WHEREAS, on March 8, 2016, Malek filed a proof of claim [Claim No. 133] (the Proof of Claim ) asserting secured claims of $61, on account of the Work; WHEREAS, on June 2, 2016, the Debtors filed the Debtors First Omnibus Objection to Certain Proofs of Claim (Duplicative Claims, Late-Filed Claims, and Satisfied Claims) [Docket No. 627] and the Debtors Second Omnibus Objection to Certain Proofs of Claim (No-Liability Claims and Claims to Be Reclassified) [Docket No. 628] (collectively, the Omnibus Objections ), pursuant to which the Debtors object to the Proof of Claim; WHEREAS, the Parties have agreed, subject to entry of this Stipulation and Order, to resolve any and all of their respective claims against the other, including the Proof of Claim as expressly set forth herein, and their respective counsel have stipulated to the immediate entry of this Stipulation and Order without further notice or hearing, other than a hearing (if required by the Court) to enter this Stipulation and Order; and WHEREAS, the Debtors have determined that the compromise set forth herein is fair, reasonable, and in the best interests of the Debtors, the Debtors estates, and their creditors, and the terms and conditions set forth herein are fair, reasonable, and consistent with the Bankruptcy Code

7 Case Document Filed in TXSB on 12/20/16 Page 4 of 8 NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties hereby agree and stipulate as follows: 1. The foregoing recitals are hereby incorporated by reference into this Stipulation and Order. 2. The Parties acknowledge and agree that this Stipulation and Order is subject to the approval of the Court. The Parties further acknowledge and agree that if this Stipulation and Order is not approved in the form executed by the Parties: (a) the arrangement contemplated herein shall be null and void and of no effect; (b) nothing contained in this Stipulation and Order shall be deemed an admission of liability or culpability on behalf of any Party, Commodity Funding, LLC, or Corpus Christi Alumina LLC; and (c) this Stipulation and Order shall not be construed to support the validity of any claim or contention made or threated by or against any Party, Commodity Funding, LLC, or Corpus Christi Alumina LLC. 3. Neither this Stipulation and Order nor any negotiations and writings in connection with this Stipulation and Order will in any way be construed as or deemed to be evidence of or an admission on behalf of any Party hereto regarding any claim or right that such Party may have against the other Party unless such claim or right is specifically addressed in this Stipulation and Order. 4. Effective upon entry of an order approving this Stipulation and Order (a) Malek shall be deemed to have an allowed prepetition general unsecured claim of $61, (the Agreed Claim ); (b) Malek shall be deemed to have agreed that it will not assert any claim, other than the Agreed Claim, or file any other proof of claim in these chapter 11 cases; (c) the Proof of Claim shall be deemed to have been withdrawn with prejudice other than with respect to the Agreed Claim; and (d) Malek shall be deemed to have agreed to vote any claims (including - 3 -

8 Case Document Filed in TXSB on 12/20/16 Page 5 of 8 the Agreed Claim) that it may hold against the Debtors in favor of the Debtors Modified Joint Chapter 11 Plan filed on November 22, 2016 [Docket No. 937] (the Plan ), or any other chapter 11 plan proposed by or otherwise supported by the Debtors in these chapter 11 cases to the extent that such plan (including any amendment to the currently proposed Plan) treats general unsecured claims in a materially similar manner to the treatment of general unsecured claims proposed under the Plan. 5. As of entry of this Stipulation and Order, each Debtor and Malek will, on behalf of itself and its predecessors, successors, and assigns, as applicable, release and forever discharge, and be deemed to release and forever discharge, the other Party and that Party s predecessors, successors, and assigns, as applicable, in each case, in their respective capacity as such, from all manner of claims (including any avoidance actions under the Bankruptcy Code or applicable non-bankruptcy law), causes of action, debts, demands, actions, suits, and liability, including the related Claim; provided that nothing in this Stipulation and Order shall release the Agreed Claim or any claims among the Parties related to the enforcement of this Stipulation and Order. 6. This Stipulation and Order and the payment of any amounts payable to Malek under the Final Order (I) Authorizing the Payment of Prepetition Claims of Certain Lien Claimants and Section 503(b)(9) Claims and (II) Confirming Administrative Expense Priority of Outstanding Orders [Docket No. 82] constitute the entire agreement between the Parties solely with respect to the allowance of the Agreed Claim and supersedes all prior discussions, agreements, and understandings, both written and oral, among the Parties with respect to the allowance of the Agreed Claim

9 Case Document Filed in TXSB on 12/20/16 Page 6 of 8 7. The Parties are authorized to take all actions necessary to effectuate the relief granted pursuant to this Stipulation and Order. 8. The language of this Stipulation and Order was reviewed and accepted by the Parties respective legal counsel prior to execution, and no Party shall be entitled to have any language of this Stipulation and Order construed against the other Party as principal drafter hereof. 9. This Stipulation and Order may be executed in identical counterparts, including by facsimile and/or electronic mail, each of which shall be deemed an original, but all of which together constitute one and the same instrument. 10. Malek and, subject to the Court s approval of this Stipulation and Order, the Debtors, represent that they possess full power and authority to execute, deliver, and perform their respective obligations under this Stipulation and Order and that the persons executing this Stipulation and Order on their behalf are duly authorized to execute and deliver this Stipulation and Order. 11. The Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to the interpretation or enforcement of this Stipulation and Order. [Remainder of Page Intentionally Left Blank] - 5 -

10 Case Document Filed in TXSB on 12/20/16 Page 7 of 8 IN WITNESS WHEREOF, the Parties, by their authorized counsel, have set their hands in agreement as of the date written below. Dated: December 20, 2016 SHERWIN ALUMINA COMPANY, LLC /s/ Gregory F. Pesce Gregory F. Pesce (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) gregory.pesce@kirkland.com Counsel to the Debtors Dated: December 20, 2016 MALEK, INC. /s/ Lisa C. Fancher Lisa C. Fancher FRITZ, BYRNE, HEAD & GILSTRAP, PLLC 221 West Sixth Street, Suite 960 Austin, Texas Telephone: (512) Facsimile: (512) lfancher@fbhg.com Counsel to Malek, Inc

11 Case Document Filed in TXSB on 12/20/16 Page 8 of 8 IT IS SO ORDERED. Date: THE HONORABLE DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE