Case Document 1587 Filed in TXSB on 01/06/19 Page 1 of 11

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1 Case Document 1587 Filed in TXSB on 01/06/19 Page 1 of 11 In re IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS (CORPUS CHRISTI DIVISION) Chapter 11 ENTERED 01/04/2019 SHERWIN ALUMINA COMPANY, LLC, et al., 1 Debtors. Case No (Jointly Administered) David R. Jones STIPULATION, SETTLEMENT, RELEASE, WAIVER AGREEMENT AND CONSENT ORDER BETWEEN DRIVETRAIN, LLC AS PLAN ADMINISTRATOR FOR THE DEBTOR, CORPUS CHRISTI ALUMINA LLC, ULTRABULK A/S, AND ULTRABULK SHIPPING A/S (Docket No. 1583) Drivetrain, LLC as Plan Administrator for the above-captioned debtors (the Debtors ) bankruptcy estates (the Plan Administrator ), Corpus Alumina LLC ( CCA ), Ultrabulk A/S, and Ultrabulk Shipping A/S (together with Ultrabulk A/S Ultrabulk, and together with the Plan Administrator and CCA, the Parties or individually, a Party ), hereby enter into this stipulation, settlement, release, waiver agreement and consent order (this Stipulation and Order ) as follows: WHEREAS, on January 11, 2016 (the Petition Date ), Sherwin Alumina, LLC ( Sherwin ) and its affiliate Sherwin Pipeline, Inc., each 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; 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number, were: Sherwin Alumina Company, LLC (2376); and Sherwin Pipeline, Inc. (9047). The debtors service address was: 4633 Highway 361, Gregory, Texas

2 Case Document 1587 Filed in TXSB on 01/06/19 Page 2 of 11 WHEREAS, prior to the Petition Date, Ultrabulk A/S and Sherwin entered into that certain Bauxite Contract of Afreightment (the COA ), under which agreement Ultrabulk Shipping A/S was a guarantor; WHEREAS, on March 8, 2016, Ultrabulk A/S timely filed a proof of claim numbered 136, which claim was amended on November 18, 2016 ( Proof of Claim No. 136 ), asserting: (i) prepetition general unsecured claims (a) in an amount of not less than $143, for amounts due and owing under the COA for re-ballasting; and (b) in an amount of not less than $20,248, for damages on account of the Debtors rejection of the COA; and (ii) administrative expenses (collectively, the Ultrabulk Administrative Expenses ) (a) in an amount of not less than $41, for postpetition re-ballasting amounts due and owing under the COA; (b) in an amount not less than $92,000 for unpaid postpetition laytime; and (c) in the amount of $305, for volume deadfreight costs; WHEREAS, on March 10, 2016, Ultrabulk Shipping A/S timely filed a proof of claim numbered 192 ( Proof of Claim No. 192 and together with Proof of Claim No. 136, the Proofs of Claim ) asserting a general unsecured claim in the amount of $672, for, among other things, demurrage and water damages to freight; WHEREAS, on June 2, 2016, the Debtors filed their Second Omnibus Objection to Certain Proofs of Claim (No Liability Claims and Claims to be Reclassified) [Docket No. 628], which, among other things, objected to Proof of Claim No. 136 on the asserted grounds the Debtors had no liability therefore; WHEREAS, on November 10, 2016, the Debtors filed their Modified Joint Chapter 11 Plan [Docket No. 906] (the Plan ) and related disclosure statement [Docket No. 907], which the 2

3 Case Document 1587 Filed in TXSB on 01/06/19 Page 3 of 11 Court approved on February 17, 2017 [Docket No. 1194] and which Plan went effective on that same day; WHEREAS, on November 18, 2016, Ultrabulk A/S filed the Motion of Ultrabulk A/S for Allowance and to Compel Payment of Administrative Expense Claim [Docket No. 926] seeking to allow and compel payment of the Ultrabulk Administrative Expenses in the aggregate amount of $438, (the Administrative Expense Motion ); WHEREAS, on January 8, 2018, CCA, as assignee of the Debtors, filed a complaint, Adv. Pro. No (the Complaint ) against Ultrabulk A/S seeking to avoid and recover the amount of $2,406, pursuant to 11 U.S.C. 547(b) and 550(a) and to disallow Ultrabulk s claims pursuant to 11 U.S.C. 502(d) and (j); WHEREAS, CCA asserts the Complaint was served upon Ultrabulk A/S on or about September 10, 2018 pursuant to The Hague Service Convention, as Ultrabulk A/S is domiciled and located in Denmark; WHEREAS, Ultrabulk A/S has not yet responded to the Complaint; WHEREAS, the Parties have agreed, subject to entry of this Stipulation and Order, to resolve any and all of their respective claims and causes of action against the other of whatever nature and priority, including without limitation all claims arising under or relating to the COA, the Proofs of Claim, the Administrative Expense Motion, and the Complaint, all 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; WHEREAS, the Plan Administrator and CCA represent and warrant that an assignment to CCA of any editor s general unsecured claims and/or administrative expenses asserted 3

4 Case Document 1587 Filed in TXSB on 01/06/19 Page 4 of 11 against the Debtors estates, including without limitation an assignment of the Ultrabulk Administrative Expenses, shall not (a) reduce the pro rata recovery on account of Allowed Class 4A and Allowed Class 4B General Unsecured Claims 2 or Allowed Administrative Claims or, (b) inease the total amount of Allowed Class 4A and Allowed Class 4B General Unsecured Claims or the total amount of Allowed Administrative Claims. WHEREAS, the Plan Administrator and CCA each have determined that the compromises and releases set forth herein are fair, reasonable, and in the best interests of the Debtors, their bankruptcy estates and editors, 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 is not approved in the form executed by the Parties: (a) this Stipulation and Order shall be null and void and of no force and effect; (b) nothing contained in this Stipulation and Order shall be deemed an admission or concession of liability or culpability on behalf of any Party or Commodity Funding, LLC; and (c) this Stipulation and Order shall not be used or construed to support the validity of any claim, defense, allegation, or contention made or threatened by or against any Party or Commodity Funding, LLC. 2 Any capitalized terms used but not otherwise defined herein shall have the meaning asibed such terms in the Plan. 4

5 Case Document 1587 Filed in TXSB on 01/06/19 Page 5 of Effective upon entry of an order approving this Stipulation and Order: (a) Proof of Claim No. 136 shall be allowed in favor of Ultrabulk as a general unsecured claim in the amount of $3,611, (the Allowed Claim ), not subject to any further objections, defenses or offsets; (b) Ultrabulk shall file a withdrawal of the Administrative Expense Motion within five (5) business days; (c) other than with respect to the Allowed Claim, the Proofs of Claim shall be disallowed and expunged; and (d) Ultrabulk will not assert or file any other claim, proof of claim or administrative expenses in these chapter 11 cases. 4. All notices and payments respecting the Allowed Claim shall be served upon, and made payable to Ultrabulk A/S, as applicable, and sent as set forth below: Ultrabulk A/S 1055 Washington Blvd., Suite 420 Stamford, CT Phone: (203) As of entry of this Stipulation and Order: (a) the Plan Administrator, the Debtors bankruptcy estates and CCA will, on behalf of themselves and their respective agents, predecessors, successors, and assigns, as applicable, release and forever discharge, and be deemed to release and forever discharge, Ultrabulk and their respective current and former officers, directors, employees, agents, attorneys, and all of their respective agents, predecessors, successors, and assigns, as applicable, in each case in their respective capacity as such; and (b) Ultrabulk will, on behalf of themselves and their predecessors, successors, and assigns, as applicable, release and forever discharge, and be deemed to release and forever discharge, the Plan Administrator, the Debtors bankruptcy estates, CCA and their respective current and former officers, directors, employees, agents, attorneys and all of their respective predecessors, successors and assigns, as applicable, in each case in their respective capacity as such, from all manner of claims, causes of action, debts, demands, actions, obligations, suits, and liabilities 5

6 Case Document 1587 Filed in TXSB on 01/06/19 Page 6 of 11 arising under or related to the COA, the Proofs of Claim, the Administrative Expense Motion, and/or the Complaint; provided, that nothing in this paragraph or this Stipulation and Order shall release the Allowed Claim or any claims related to the implementation, interpretation, or enforcement of this Stipulation and Order. 6. Within seven days of entry of an order approving this Stipulation and Order, CCA shall file with the Court a notice of voluntary dismissal of the Complaint with prejudice. 7. 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. 8. The Parties are authorized to take all actions necessary to effectuate the relief granted pursuant to this Stipulation and Order. 9. 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 any other Party as principal drafter hereof. 10. 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. 11. The Parties each represent and warrant 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. 6

7 Case Document 1587 Filed in TXSB on 01/06/19 Page 7 of The Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to the interpretation or enforcement of this Stipulation and Order. 7

8 Case Document 1587 Filed in TXSB on 01/06/19 Page 8 of 11 IN WITNESS WHEREOF, the Parties, by their authorized counsel have set their hands in agreement as of the date written below. Dated: December 27, 2018 ON BEHALF OF PLAN ADMINISTRATOR AND CORPUS CHRISTI ALUMINA, LLC 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 Dated: December 27, 2018 ON BEHALF OF ULTRABULK AND ULTRABULK A/S Stanley B. Tarr Stanley B. Tarr BLANK ROME 1201 N. Market Street Suite 800 Wilmington, Delaware Telephone: (302) Facsimile: (302) tarr@blankrome.com Counsel to Ultrabulk A/S and Ultrabulk Shipping A/S -and- Nathaniel Peter Holzer State Bar No S.D. Tx. Adm JORDAN HOLZER & ORTIZ PC 500 North Shoreline Blvd., Suite 900 Corpus Christi, Texas Telephone: (361) Facsimile: (361) pholzer@jhwclaw.com Counsel for the Plan Administrator and Corpus Christi Alumina LLC IT IS SO ORDERED. Signed: Signed: January 03, DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE 8

9 Case Document 1587 Filed in TXSB on 01/06/19 Page 9 of 11 United States Bankruptcy Court Southern District of Texas In re: Case No drj Sherwin Alumina Company, LLC Chapter 11 Official Committee of Unsecured Creditor Debtors CERTIFICATE OF NOTICE District/off: User: VrianaPor Page 1 of 3 Date Rcvd: Jan 04, 2019 Form ID: pdf002 Total Noticed: 58 Notice by first class mail was sent to the following persons/entities by the Bankruptcy Noticing Center on Jan 06, db +Sherwin Alumina Company, LLC, c/o Drivetrain LLC as Plan Administrator, 630 Third Avenue 21st Floor, New York, NY jdb Sherwin Pipeline, Inc., 4633 Highway 361, Gregory, TX aty +AIG Specialty Insurance Company, c/o Scott Davis, Gardere Wynne Sewell, 1601 Elm Street, Suite 3000, Dallas, TX aty +Aaron Krieger, Chapman & Cutler LLP, 111 West Monroe St, Chicago, IL aty +Aidan Synnott, Paul Weiss Rifkind Wharton & Garrison LL, 1285 Avenue of the Americas, New York, NY aty +Damon C. Andrews, Kirkland & Ellis LLP, 655 Fifteenth Street, N.W., Washington, DC aty +Darren Brown, 435 West Nakoma, Suite 101, San Antonio, TX 78216, US aty +Dina Glelchinsky, ASK LLP, 151 West 46th Street, 4th Floor, New York, NY aty +Edward E Neiger, ASK LLP, 151 West 46th Street, 4th Floor, New York, NY aty +Gilbert James Martinez, The Henning Firm, 435 W. Nakoma, Ste. 101, San Antonio, TX aty +Jacqueline P. Rubin, Paul, Weiss et al., 1285 Avenue of the Americas, NYC, NY aty +Kirkland & Ellis LLP and Kirkland & Ellis Internat, 300 North LaSalle, Chicago, IL aty +Nate Taylor, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY aty +Paul N. Silverstein, Hunton Andrews Kurth LLP, 200 Park Avenue, New York, NY aty Turner P Smith, Curtis, Mallet-Prevost & Mosle LLP, 101 Park Avenue, New York, NY aty +Zack Clement, 1301 McKinney, Suite 5100, Houston, TX All Specialty Construction, Inc., c/o Ronald A. Simank, SCHAUER & SIMANK, P.C., 615 N Upper Broadway, Suite 700, Corpus Christi, TX CCC Group, Inc., c/o Duane Brescia, 720 Brazos St., Suite 700, Austin, TX Caterpillar Financial Services Corporaton, 2120 West Avenue, Nashville, TN Corpus Christi Electric Company, Inc., c/o Law Office of Kay B. Walker, 615 Leopard, Suite 635, Corpus Christi, TX E-Crane International USA, Anderson, Lehrman, Barre & Maraist, LLP, 1001 Third Street, Suite 1, Corpus Christi, TX intp +Edward Warren, Co. Rd. 1344, Sinton, TX 78387, UNITED STATES intp +Fedex Freight, 3620 Hacks Cross, Rd, Memphis, TN First Instrument Solutions, Ltd, POB 542, Corpus Christi, TX GHX Industrial, LLC, 6750 West Loop S. Ste 920, 4413 Lafayette, Bellaire, TX fa +Gavin/Solmonese LLC, 919 N. Market Street, Suite 600, Wilmington, DE J. M. Davidson, Inc., P.O. Box 4639, Corpus Christi, Tx op +Kurtzman Carson Consultants, 2335 Alaska Ave, El Segundo, CA Liquidity Solutions, Inc., 1 University Plaza, Suite 312, Hackensack, NJ Luis Baldemar Rios Hernandez, Herrman & Herrman, PLLC, 1201 Third Street, Corpus Christi, TX MMR Technical Services, Inc., Airline Highway, Baton Rouge, LA Malek, Inc., c/o: Lisa C. Fancher, Fritz, Byrne, Head & Fitzpatrick, PLLC, Austin, TX Michael Guerrero, Powell Dr., Corpus Christi, TX 78410, UNITED STATES OF AMERICA Mid-Coast Electric Supply, Inc., c/o BARTON EAST & CALDWELL, PLLC, 700 N. St. Mary s Street, STE. 1825, San Antonio, TX cm +Official Committee of Unsecured Creditors of Sherw, Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, TX Palacios Marine & Industrial Coatings, Inc., PO Box 875, Palacios, Tx intp +Port of Corpus Christi Authority, c/o Lynn H. Butler, Husch Blackwell LLP, 111 Congress Ave., Suite 1400, Austin, TX Primeshares, 261 Fifth Avenue, 22nd Floor, New York, NY Railworks Track Systems, Inc., c/o Baker Donelson, 1301 McKinney St., Suite 3700, Houston, TX Rexco Inc., 1001 Third Street, Suite 1, Corpus Christi, TX Sealing Products of Corpus Christi, LLP, Dept 3139 P.O. Box , Dallas, TX intp +Siwertell AB, c/o L. Katie Mason, Esq., Reinhart Boerner Van Deuren s.c., 1000 N. Water Street, Suite 1700, Milwaukee, WI Stream Construction, Anderson, Lehrman, Barre & Maraist, LLP, 1001 Third Street, Suite 1, Corpus Christi, TX intp +Summit Electric Supply Co., Inc., c/o Misti L. Beanland, Esq., Matthews, Shiels, Knott LLP, 8131 LBJ Freeway, Suite 700, Dallas, TX Summit Funding Group, Inc., C/o Alan B. Padfield, Padfield & Stout, LLP, 421 W. Third Street, Suite 910, Fort Worth, TX Swagelok Corpus Christi, Bldg 2, Suite 200, Austin, TX TANNOR PARTNERS CREDIT FUND LP, 555 THEODORE FREMD AVENUE, SUITE C 209, RYE NY (address filed with court: Tannor Partners Credit Fund LP, 150 GRAND STREET, SUITE 401, WHITE PLAINS, NY 10601) intp Texas Commission on Environmental Quality, c/o Office of the Attorney General, P. O. Box MC-008, Austin, TX Texas Comptroller of Public Accounts, Jay W. Hurst, P.O. Box 12548, Austin, TX

10 Case Document 1587 Filed in TXSB on 01/06/19 Page 10 of 11 District/off: User: VrianaPor Page 2 of 3 Date Rcvd: Jan 04, 2019 Form ID: pdf002 Total Noticed: 58 Texas Comptroller of Public Accounts, c/o Office of the Attorney General, Bankruptcy & Collections Division, P. O. Box MC-008, Austin, TX Ultrabulk A/S, c/o BLANK ROME LLP, 717 Texas Ave., Suite 1400, Houston, TX United Healthcare Services, Inc., c/o Shipman & Goodwin LLP, One Constitution Plaza, Hartford, CT United Steel, Paper and Forestry, Rubber, Manufact, Patrick M. Flynn, P.C., 1225 North Loop West, Suite 1000, Houston, TX UnitedHealthcare Insurance Company, c/o Shipman & Goodwin LLP, One Constitution Plaza, Hartford, CT op +Vinson & Elkins LLP, 1001 Fannin Street, Suite 2500, Houston, TX Wells Fargo Equipment Finance, Inc., c/o Robert L. Barrows, Warren, Drugan & Barrows, P.C., 800 Broadway, San Antonio, TX intp +Worley Parsons Group, c/o Jason S. Brookner, Gray Reed & McGraw, P.C., 1601 Elm St., Suite 4600, Dallas, TX Notice by electronic transmission was sent to the following persons/entities by the Bankruptcy Noticing Center. fa + /Text: jlukenda@huronconsultinggroup.com Jan :21:28 Huron Consulting Group, 1120 Avenue of the Americas, 8th Floor, 8th Floor, New York,, NY TOTAL: 1 ***** BYPASSED RECIPIENTS (undeliverable, * duplicate) ***** aty Katten Muchin Rosenman LLP aty Kirkland & Ellis International LLP AESSeal Sealing Products of Corpus Christi, LLP Aransas County Austin White Lime Company Cheniere Energy, Inc. pla Christine Guadalupe Lopez, Bandas Law Firm, P.C., c/o 500 N. Shoreline Blvd. #1020, Corpus Christi intp Commodity Funding, LLC intp Corpus Christi Alumina LLC Cytec Industries, Inc. D.O.L.S. Managed Workforce, Inc. D.O.L.S. Managed Workforces, Inc. op Drivetrain, LLC, Plan Administrator for Sherwin Al dft Exxon Mobil Corporation ExxonMobil Business Support Centre Canada ULC, 95 Foundry Street, Suite 107, Moncton, NB, CA GATX Rail Locomotive Group, L.L.C. intp Glencore, Ltd. and certain of its affiliates Gregory Power Partners LLC HOLT Texas, Ltd. d/b/a Holt Cat Hooks Industrial, Inc. Host Terminals, Inc. Kenneth, et al Bennett Lhoist North America of Texas, Ltd. Lonesome Dove Capital LP d/b/a South Texas Valve & Nashtec, LLC Noranda Bauxite Ltd. Nueces County Outotec (USA) Inc. Pension Benefit Guaranty Corporation intp Reynolds Metals Company San Patricio County San Patricio Municipal Water District South Texas Overhead Cranes and Hoists, LLC South Texas Valve & Repair LP Southoss Marketing Company Ltd. Steam Systems Specialties Strom Engineering Corporation Tetra Financial Group Trinity, A Division Of Bank Of The West Union Pacific Railroad Company Veolia ES Industrial Services, Inc. * +Darren Brown, 435 West Nakoma, Suite 101, San Antonio, TX 78216, US aty ##+David Hock, Cohen Weiss and Simon LLP, 330 West 42nd Street, 25th Floor, New York, NY aty ##+Oscar Luis Cantu, Jr, OSCAR CANTU Attorney at Law, 1515 N St Marys, San Antonio, TX TOTALS: 41, * 1, ## 2 Addresses marked + were corrected by inserting the ZIP or replacing an incorrect ZIP. USPS regulations require that automation-compatible mail display the correct ZIP. Transmission times for electronic delivery are Eastern Time zone. Addresses marked ++ were redirected to the recipient s preferred mailing address pursuant to 11 U.S.C. 342(f)/Fed.R.Bank.PR.2002(g)(4).

11 Case Document 1587 Filed in TXSB on 01/06/19 Page 11 of 11 District/off: User: VrianaPor Page 3 of 3 Date Rcvd: Jan 04, 2019 Form ID: pdf002 Total Noticed: 58 ***** BYPASSED RECIPIENTS (continued) ***** Addresses marked ## were identified by the USPS National Change of Address system as undeliverable. Notices will no longer be delivered by the USPS to these addresses; therefore, they have been bypassed. The debtor s attorney or pro se debtor was advised that the specified notice was undeliverable. I, Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entities in the manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information and belief. Meeting of Creditor Notices only (Official Form 309): Pursuant to Fed. R. Bank. P. 2002(a)(1), a notice containing the complete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy contains the redacted SSN as required by the bankruptcy rules and the Judiciary s privacy policies. Date: Jan 06, 2019 _ Signature: /s/joseph Speetjens CM/ECF NOTICE OF ELECTRONIC FILING The following persons/entities were sent notice through the court s CM/ECF electronic mail ( ) system on January 4, 2019 at the address(es) listed below: NONE. TOTAL: 0