Case Document 1565 Filed in TXSB on 11/12/18 Page 1 of 3

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1 Case Document 1565 Filed in TXSB on 11/12/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS (CORPUS CHRISTI DIVISION) In re SHERWIN ALUMINA COMPANY, LLC, et al., 1 Debtors. Chapter 11 Case No (Jointly Administered) David R. Jones NOTICE OF FILING OF STIPULATION, SETTLEMENT, RELEASE, AND WAIVER AGREEMENT AND CONSENT ORDER BETWEEN THE PLAN ADMINISTRATOR, EMR HOLDINGS, LLP AND NEW CENTRUY FINANCIAL PLEASE TAKE NOTICE that on March 10, 2016, EMR Holdings, LLP ( EMR ) and New Century Financial (as Assignee of EMR) filed a proof of claim [Claim No. 201] ( Proof of Claim No. 4) with the United States Bankruptcy Court for the Southern District of Texas (the Court ). PLEASE TAKE FURTHER NOTICE that on November 22, 2016, EMR filed a proof of claim [Claim No. 309] with the Court. PLEASE TAKE FURTHER NOTICE that on October 16, 2018, Drivetrain LLC, as the Plan Administrator for Sherwin Alumina, LLC (the Plan Administrator ) filed the Plan Administrator s Fifth Omnibus Objection to Certain Proofs of Claim (Duplicate Claims) [Docket No. 1562] (the Omnibus Objection ), pursuant to which the Plan Administrator objects to Proof of Claim No PLEASE TAKE FURHTER NOTICE that attached hereto as Exhibit A is the proposed Stipulation, Settlement, Release, and Waiver Agreement and Consent Order Between the Plan Administrator, EMR Holdings LLP and New Century Financial (the Proposed Stipulation ). The Proposed Stipulation is acceptable to the Plan Administrator, EMR, and New Century Financial. 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

2 Case Document 1565 Filed in TXSB on 11/12/18 Page 2 of 3 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. Respectfully Submitted, Dated: November 12, 2018 Steven J. Resiman Steven J. Reisman (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) Cindi M. Giglio (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, New York Telephone: (212) Facsimile: (212) sreisman@katten.com srochester@katten.com cgiglio@katten.com -and- Nathaniel Peter Holzer State Bar No S.D. Tx. Adm JORDAN HOLZER & ORTIZ PC 500 North Shoreline Blvd., Suite 900 Corpus Christi, TX Telephone: (361) Facsimile: (361) pholzer@jhwclaw.com Counsel for the Plan Administrator 2

3 Case Document 1565 Filed in TXSB on 11/12/18 Page 3 of 3 Certificate of Service I certify that on November 12, 2018, 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/ Nathaniel Peter Holzer Nathaniel Peter Holzer

4 Case Document Filed in TXSB on 11/12/18 Page 1 of 6 Exhibit A

5 Case Document Filed in TXSB on 11/12/18 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS (CORPUS CHRISTI DIVISION) In re SHERWIN ALUMINA COMPANY, LLC, et al., 1 Debtors. Chapter 11 Case No (Jointly Administered) David R. Jones STIPULATION, SETTLEMENT, RELEASE, AND WAIVER AGREEMENT AND CONSENT ORDER BETWEEN THE PLAN ADMINISTRATOR, EMR HOLDINGS, LLP AND NEW CENTURY FINANCIAL Drivetrain LLC, as the Plan Administrator for the Debtor (the Plan Administrator ) EMR Holdings, LLP ( EMR ), and New Century Financial (together with the Debtor and EMR, the Parties ), hereby enter into this stipulation and agreed order (this Stipulation and Order ) as follows. WHEREAS, on January 11, 2016 (the Petition Date ), Sherwin Alumina, LLC (the Debtor ), filed a voluntary bankruptcy petition with the United States Bankruptcy Court for the Southern District of Texas (the Court ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ); 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, EMR provided goods and/or services to the Debtor and would submit corresponding invoices to the Debtor (the Invoices ); 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 11/12/18 Page 3 of 6 WHEREAS, on March 10, 2016, EMR and New Century Financial (as Assignee of EMR) filed a proof of claim [Claim No. 201] asserting unsecured claims of $450, on account of the outstanding Invoices ( Proof of Claim No. 201 ); WHEREAS, on November 22, 2016, EMR filed a proof of claim [Claim No. 309] asserting unsecured claims of $396,815 on account of the outstanding Invoices ( Proof of Claim No. 309 and, together with Proof of Claim No. 201, the Proofs of Claim ); WHEREAS, on October 16, 2018, the Plan Administrator s Fifth Omnibus Objection to Certain Proofs of Claim (Duplicate Claims) [Docket No. 1562] (the Omnibus Objection ) was filed, pursuant to which the Plan Administrator objects to Proof of Claim No. 201; 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 Proofs 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 Plan Administrator has determined that the compromise set forth herein is fair, reasonable, and in the best interests of the Debtor and its creditors, and the terms and conditions set forth herein are fair, reasonable, and consistent with the Bankruptcy Code. 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 2

7 Case Document Filed in TXSB on 11/12/18 Page 4 of 6 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) Proof of Claim No. 201 shall be allowed as a general unsecured claim in the reduced amount of $254, (the Agreed Claim ); (b) Proof of Claim No. 201 shall be disallowed and expunged other than with respect to the Agreed Claim; (c) Proof of Claim No. 309 shall be disallowed and expunged; and (d) the Ominbus Objection shall be withdrawn as to Proof of Claim No This Stipulation and Order constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, both written and oral, among the Parties with respect thereto. 6. The Parties are authorized to take all actions necessary to effectuate the relief granted pursuant to this Stipulation and Order. 3

8 Case Document Filed in TXSB on 11/12/18 Page 5 of 6 7. 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. 8. 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. 9. EMR, New Century Financial, and the Plan Administrator each 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. 10. 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] 4

9 Case Document Filed in TXSB on 11/12/18 Page 6 of 6 IN WITNESS WHEREOF, the Parties, by their authorized counsel have set their hands in agreement as of the date written below. Dated: November 12, 2018 PLAN ADMINISTRATOR Steven J. Reisman Steven J. Reisman (admitted pro hac vice) Shaya Rochester (admitted pro hac vice) Cindi M. Giglio (admitted pro hac vice) KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, New York Telephone: (212) Facsimile: (212) sreisman@katten.com srochester@katten.com cgiglio@katten.com -and- Nathaniel Peter Holzer State Bar No S.D. Tx. Adm JORDAN HOLZER & ORTIZ PC 500 North Shoreline Blvd., Suite 900 Corpus Christi, TX Telephone: (361) Facsimile: (361) pholzer@jhwclaw.com Counsel for the Plan Administrator Dated: November 12, 2018 EMR HOLDINGS, LLP William B. Kingman William B. Kingman LAW OFFICES OF WILLIAM B. KINGMAN, P.C Broadway, #350 San Antonio, Texas Telephone: (210) bkingman@kingmanlaw.com Counsel to EMR Holdings, LLP Dated: November 12, 2018 NEW CENTURY FINANCIAL Trent L. Rosenthal Trent L. Rosenthal ROSENTHAL LAW FIRM, P.L.L.C. 675 Bering, Ste 150 Houston, Texas Telephone: (713) Facsimile: (713) trosenthal@rosenthallaw.com Counsel to New Century Financial 5