Case Document 1452 Filed in TXSB on 01/08/18 Page 1 of 6

Transcription

1 Case Document 1452 Filed in TXSB on 01/08/18 Page 1 of 6 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 STIPULATION AND ORDER MODIFYING CERTAIN MILESTONES UNDER THE DEBTORS MODIFIED JOINT CHAPTER 11 PLAN Sherwin Alumina Company, LLC ( Sherwin ), the Texas Commission on Environmental Quality ( TCEQ ), Commodity Funding LLC ( Commodity Funding ) and Reynolds Metals Company ( Reynolds and together with Sherwin, TCEQ, and Commodity Funding, collectively, the Parties and each, individually, a Party ) hereby stipulate and agree to the following terms and conditions (the Stipulation ): WHEREAS, the Court confirmed the Debtors Modified Joint Chapter 11 Plan [Docket No. 1178] (the Plan ) 2 which included a sixty (60) day period for the parties to negotiate and enter into a Proposed Environmental Claims Settlement Agreement. WHEREAS, on May 17, 2017, the Court entered a Stipulation and Order Modifying Certain Milestones Under the Debtors Modified Joint Chapter 11 Plan [Docket No. 1277] which extended the deadline for the Parties to enter into, and obtain Court approval of, a Proposed Environmental Claims Settlement Agreement, by a period of 60 days from April 28, 2017, through and including June 27, 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). Sherwin Alumina Company, LLC s service address is: Sherwin Alumina Company, LLC, c/o Drivetrain, LLC as Plan Administrator, 630 Third Avenue, 21st Floor, New York, New York Sherwin Pipeline, Inc. s service address is: 4633 Highway 361, Gregory, Texas Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan 1

2 Case Document 1452 Filed in TXSB on 01/08/18 Page 2 of 6 WHEREAS, on July 12, 2017, the Court entered a Stipulation and Order Modifying Certain Milestones Under the Debtors Modified Joint Chapter 11 Plan [Docket No. 1293] which extended the deadline for the Parties to enter into a Proposed Environmental Claims Settlement Agreement, by a period of 60 days from June 27, 2017, through and including August 28, WHEREAS, on October 10, 2017, the Court entered a Stipulation and Order Modifying Certain Milestones Under the Debtors Modified Joint Chapter 11 Plan [Docket No. 1304], which extended the deadline for the Parties to enter into a Proposed Environmental Claims Settlement Agreement, by a period of 60 days from August 28, 2017, through and including October 27, WHEREAS, on November 2, 2017, the Court entered a Stipulation and Order Modifying Certain Milestones Under the Debtors Modified Joint Chapter 11 Plan [Docket No. 1310], which extended the deadline for the Parties to enter into a Proposed Environmental Claims Settlement Agreement, by a period of 75 days from October 27, 2017, through and including January 10, WHEREAS, as of the date hereof, the Parties are continuing to negotiate a Proposed Environmental Settlement Agreement and have agreed to a further extension, which TCEQ has indicated will be the final extension to which it will consent absent further extraordinary circumstances. WHEREAS, the parties consider the arrival and aftermath of Hurricane Harvey to constitute an extraordinary circumstance which necessitates the length of this current extension. NOW WHEREFORE, the Parties agree and the Court hereby ORDERS as follows: 1. The recitals above are incorporated herein by reference. 2

3 Case Document 1452 Filed in TXSB on 01/08/18 Page 3 of 6 2. This extension is expressly conditioned upon the requirement that at least thirty (30) days before the expiration of the extension of time ordered herein, representatives of the nongovernmental Parties having settlement authority, and Senior Representative(s) from TCEQ who hold the authority to provide recommendations for the approval of the settlement terms to the Executive Director, shall meet for up to two full working days, in person, in Austin, Texas, at a time that is mutually convenient to the Parties in order to endeavor to achieve a resolution of any remaining issues preventing the Parties from reaching the Proposed Environmental Claims Settlement Agreement. On or before March 12 th, at 5 PM, the Parties shall file a joint status report with the Court. 3. Notwithstanding anything contained in the Plan or the Confirmation Order, the deadline for a Proposed Environmental Claims Settlement Agreement to be executed by each of the Proposed Environmental Claims Settlement Parties and filed with the Court pursuant to Bankruptcy Rule 9019 is extended by a period of 61 days from January 10, 2018, through and including March 12, For the avoidance of doubt, the Court shall not be required to approve the Proposed Environmental Claims Settlement Agreement by March 12, 2018 and the Parties expressly acknowledge the TCEQ must satisfy the publication and public comment requirements of Tex. Water Code before the Court approves the Proposed Environmental Claims Settlement Agreement. The Parties agree to continue all other related deadlines and obligations, including Debtors responsibilities under the Copano Property Interim Period from January 10, 2018, through and including the date of the Court s approval of the Proposed Environmental Claims Settlement Agreement or notification to the Court by the Parties of the termination of the settlement discussions without an agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK] 3

4 Case Document 1452 Filed in TXSB on 01/08/18 Page 4 of 6 Dated: January 8, 2018 /s/ Gregory F. Pesce 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- Christopher Marcus, P.C. (admitted pro hac vice) Joshua A. Sussberg, 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 joshua.sussberg@kirkland.com Co-counsel for Sherwin Alumina Company, LLC /s/ Steven J. Reisman Steven J. Reisman (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, New York Telephone: (212) Facsimile: (212) sreisman@curtis.com srochester@curtis.com Co-counsel for Commodity Funding LLC /s/ Paul D. Moak Paul D. Moak (State Bar No ) Benjamin W. Hugon (State Bar No ) 4

5 Case Document 1452 Filed in TXSB on 01/08/18 Page 5 of 6 MCKOOL SMITH P.C. 600 Travis, Suite 7000 Houston, Texas Telephone: (713) Facsimile: (713) pmoak@mckoolsmith.com bhugon@mckoolsmith.com Counsel for Reynolds Metals Company /s/ Abigail Ryan Abigail Ryan Texas State Bar No S. Dist. Bar No Senior Attorney, Bankruptcy Program Manager for Texas Commission on Environmental Quality Park 35 Circle, Bldg. E, Austin, Texas Telephone: (512) Abigail.Ryan@tceq.texas.gov /s/ Todd B. Headden Ken Paxton Attorney General of Texas Jeffrey C. Mateer First Assistant Attorney General Brantley Starr Deputy First Assistant Ronald R. Del Vento Assistant Attorney General Chief, Bankruptcy & Collections Division Hal F. Morris Texas State Bar No S. Dist. Bar No Ashley Flynn Bartram Texas State Bar No S. Dist. Bar No Todd B. Headden Texas State Bar No S.D. Bar No

6 Case Document 1452 Filed in TXSB on 01/08/18 Page 6 of 6 Bankruptcy & Collections Division P. O. Box Austin, Texas Telephone: (512) Facsimile: (512) ashley.bartram@oag.texas.gov todd.headden@oag.texas.gov Counsel for the Texas Commission on Environmental Quality IT IS SO ORDERED. Signed: The Hon. David R. Jones United States Bankruptcy Judge 6