Case JAD Doc 864 Filed 07/14/17 Entered 07/14/17 13:18:10 Desc Main Document Page 1 of 2

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1 Case JAD Doc 864 Filed 07/14/17 Entered 07/14/17 13:18:10 Desc Main Document Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re: Texas corporation, et al., 1 Debtors. Texas corporation, Movant, v. SYNCRUDE CANADA LTD., Respondent. Chapter 11 Case No JAD & JAD (Jointly Administered under Case No JAD Docket No. Related to Docket No. 742, 760, 778, and 796 CERTIFICATION OF COUNSEL REGARDING STIPULATION AND AGREED ORDER (I AUTHORIZING DEBTOR GCM LIQUIDATION CORPORATION TO REJECT EXECUTORY CONTRACT WITH SYNCRUDE CANADA LTD.; AND (II WITHDRAWING SYNCRUDE CANADA LTD. S PROOF OF CLAIM The undersigned hereby certifies that agreement has been reached between the Debtor, GCM Liquidation Corporation, and Syncrude Canada Ltd. ( Syncrude, authorizing the Debtor to reject its contract with Syncrude and withdrawing Syncrude s Proof of Claim No The signature requirements of W.PA.LBR have been followed in obtaining the agreement of all parties and is reflected in the attached document. The undersigned further certifies that the Stipulation and Agreed Order is attached to this Certificate of Counsel. The parties respectfully request that the Court "so order" the Stipulation and Agreed Order. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: GCM Liquidation Corporation (f/k/a Gulf Chemical & Metallurgical Corporation, a Texas corporation (3600 and BMC Liquidation Company (f/k/a Bear Metallurgical Company, a Delaware corporation (1238.

2 Case JAD Doc 864 Filed 07/14/17 Entered 07/14/17 13:18:10 Desc Main Document Page 2 of 2 Respectfully submitted, Dated: July 14, 2017 /s/ Sean D. Malloy Sean D. Malloy (Ohio (admitted pro hac vice Michael J. Kaczka (Ohio (admitted pro hac vice Joshua A. Gadharf (Michigan P76860 (admitted pro hac vice Maria G. Carr (Ohio (admitted pro hac vice McDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH Telephone: ( Facsimile: ( smalloy@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com jgadharf@mcdonaldhopkins.com mcarr@mcdonaldhopkins.com -and- William E. Kelleher, Jr. (Pa. I.D. No Thomas D. Maxson (Pa. I.D. No Helen S. Ward (Pa. I.D. No COHEN & GRIGSBY, P.C. 625 Liberty Avenue, 5th Floor Pittsburgh, PA Telephone: ( Facsimile: ( wkelleher@cohenlaw.com tmaxson@cohenlaw.com hward@cohenlaw.com COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION v1

3 Stipulation and Agreed Order Page 1 of 4 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re: Texas corporation, et al., 1 Debtors. Texas corporation, v. Movant, SYNCRUDE CANADA LTD., Respondent. Chapter 11 Case No JAD & JAD (Jointly Administered under Case No JAD Docket No. Related to Docket No. 742, 760, 778, and 796 STIPULATION AND AGREED ORDER (I AUTHORIZING DEBTOR GCM LIQUIDATION CORPORATION TO REJECT EXECUTORY CONTRACT WITH SYNCRUDE CANADA LTD.; AND (II WITHDRAWING SYNCRUDE CANADA LTD. S PROOF OF CLAIM GCM Liquidation Corporation (f/k/a Gulf Chemical & Metallurgical Corporation ( GCM, one of the above-captioned debtors, and Syncrude Canada Ltd. ( Syncrude, and together with GCM, the Parties, by and through their undersigned counsel, respectfully submit this stipulation and agreed order (the Stipulation and Agreed Order (i authorizing GCM to reject that certain Amended and Restated Gulf Chemical & Metallurgical Corporation Subagreement No. A , dated September 1, 2015 (as may have been amended or modified from time to time, the Syncrude Agreement ; and (ii withdrawing Proof of Claim No. 146, filed by Syncrude on December 12, 2017 (the Syncrude Proof of Claim. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: GCM Liquidation Corporation (f/k/a Gulf Chemical & Metallurgical Corporation, a Texas corporation (3600 and BMC Liquidation Company (f/k/a Bear Metallurgical Company, a Delaware corporation (1238. { :}

4 Stipulation and Agreed Order Page 2 of 4 Recitals A. On June 14, 2016, Gulf filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. B. On April 11, 2017, the Court entered the Order (I Authorizing and Approving (A the Sale of Substantially All of the Debtor Gulf Chemical & Metallurgical Corporation s Assets to Gladieux Chemicals & Metallurgical Company, LLC Free and Clear of All Liens, Claims, Encumbrances, and Interests; and (B the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; (II Approving Certain Bid Protections for AMG Vanadium LLC; and (III Granting Related Relief, Docket No. 742 (the Sale Order. 2 Pursuant to the Sale Order, the Court authorized and approved the sale of substantially all of Gulf s assets to Gladieux Metals Recycling, LLC (f/k/a Gladieux Chemicals & Metallurgical Company, LLC ( GMR free and clear of liens, claims, encumbrances and other interests. C. On May 10, 2017 (the Closing Date, GCM closed the sale to GMR. D. In accordance with the Sale Order, on the Closing Date, GCM filed its Notice to Counterparties to Executory Contracts and Unexpired Leases That Will Be Assumed and Assigned to Gladieux Metals Recycling, LLC (f/k/a Gladieux Chemicals & Metallurgical Company, LLC, Docket No. 778 (the Assumption and Assignment Notice. E. GCM listed the Syncrude Agreement on the Assumption and Assignment Notice as a contract that GCM would assume and assign to GMR. F. On May 24, 2017, Syncrude filed its objection to the assumption and assignment of the Syncrude Agreement, Docket No Capitalized but undefined terms shall have the meaning set forth in the Sale Order. { :} 2

5 Stipulation and Agreed Order Page 3 of 4 G. In accordance with the Assignment Objection Procedures approved by the Sale Order, GMR has rescinded its election to have GCM assume the Syncrude Agreement and assign it to GMR. Accordingly, GCM wishes to reject the Syncrude Agreement as of the Closing Date. H. The Parties have agreed, subject to Court approval, that Syncrude has no rejection damages claim as a result of the rejection of the Syncrude Agreement. I. The Parties have also agreed, subject to Court approval, that there are no prepetition amounts due and owing from GCM to Syncrude and that the Syncrude Proof of Claim should be withdrawn. NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the Parties that: 1. Each of the above recitals is incorporated herein as though fully set forth at length. 2. The Syncrude Agreement shall be deemed rejected as of May 10, Syncrude shall have no claim for rejection damages claims as a result of the rejection. 4. The Syncrude Proof of Claim is deemed withdrawn. 5. Each of the undersigned Parties hereby expressly represents and warrants that it has the requisite power, authority, and legal capacity to enter into and execute this Stipulation and Agreed Order. This Stipulation and Agreed Order may be executed in any number of counterparts, and all such counterparts, taken together, shall be deemed to constitute one and the same instrument. 6. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Stipulation and Agreed Order. { :} 3

6 Stipulation and Agreed Order Page 4 of 4 APPROVED AS TO FORM AND SUBSTANCE BY: Dated: July 14, 2017 STONECIPHER LAW FIRM /s/ Ronald B. Roteman Ronald B. Roteman, Esq. PA ID No rroteman@stonecipherlaw.com Jeanne S. Lofgren, Esq. PA ID No jlfogren@stonecipherlaw.com 125 First Avenue Pittsburgh, PA Telephone: Facsimile: and- DICKINSON WRIGHT PLLC /s/ Michael L. Dallaire James A. Plemmons (P42982 Michael L. Dallaire (P Woodward Avenue, Suite 4000 Detroit, Michigan ( jplemmons@dickinsonwright.com mdallaire@dickinsonwright.com ATTORNEYS FOR SYNCRUDE CANADA LTD. /s/ Sean D. Malloy Sean D. Malloy (Ohio (admitted pro hac vice Michael J. Kaczka (Ohio (admitted pro hac vice Joshua A. Gadharf (Michigan P76860 (admitted pro hac vice Maria G. Carr (Ohio (admitted pro hac vice McDONALD HOPKINS LLC 600 Superior Avenue, East, Suite 2100 Cleveland, OH Telephone: ( Facsimile: ( smalloy@mcdonaldhopkins.com mkaczka@mcdonaldhopkins.com jgadharf@mcdonaldhopkins.com mcarr@mcdonaldhopkins.com -and- William E. Kelleher, Jr. (Pa. I.D. No Thomas D. Maxson (Pa. I.D. No Helen S. Ward (Pa. I.D. No COHEN & GRIGSBY, P.C. 625 Liberty Avenue, 5th Floor Pittsburgh, PA Telephone: ( Facsimile: ( wkelleher@cohenlaw.com tmaxson@cohenlaw.com hward@cohenlaw.com COUNSEL FOR DEBTORS AND DEBTORS IN POSSESSION IT IS SO ORDERED. Dated: THE HONORABLE JEFFERY A. DELLER UNITED STATES BANKRUPTCY JUDGE { :} 4