Case 16-20012 Document 889 Filed in TXSB on 11/03/16

Page
1 ofDate
24 Filed: 11/03/2016
Docket
#0889

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.

ENTERED
11/03/2016

Chapter 11
Case No. 16-20012
(Jointly Administered)
David R. Jones

ORDER AUTHORIZING THE DEBTORS TO ENTER INTO

CLOSURE AGREEMENT WITH THE UNITED STEELWORKERS
INTERNATIONAL UNION, AFL-CIO, CLC
882

(Docket No.

Upon the motion (the Motion) 2 of the above-captioned debtors and debtors in
possession (collectively, the Debtors) for entry of an order (this Order) approving the
Closure Agreement between the Debtors and the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFLCIOCLC on behalf of itself and its Local No. 235A (the United Steelworkers) annexed hereto
as Exhibit 1, all as more fully set forth in the Motion; and this Court having jurisdiction over this
matter pursuant to 28 U.S.C. 157 and 1334; and this Court having found that this is a core
proceeding pursuant to 28 U.S.C. 157(b)(2); and that this Court may enter a final order
consistent with Article III of the United States Constitution; and this Court having found that
venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408
and 1409; and this Court having found that the relief requested in the Motion is in the best
interests of the Debtors estates, their creditors, and other parties in interest; and this Court

The debtors in these chapter 11 cases, along with the last four digits of each debtors 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 78359.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

KE 40106901

1^1620012161103000000000004
,0+#
$

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 2 of 24

having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion
were appropriate under the circumstances and no other notice need be provided; and this Court
having reviewed the Motion and having heard the statements in support of the relief requested
therein at a hearing before this Court (the Hearing); and this Court having determined that the
legal and factual bases set forth in the Motion and at the Hearing establish just cause for the
relief granted herein; and upon all of the proceedings had before this Court; and after due
deliberation and sufficient cause appearing therefor; it is HEREBY ORDERED THAT:
1.

The Motion is granted as set forth herein.

2.

Pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, the

Closure Agreement is hereby approved.

3.

Pursuant to section 1114 of the Bankruptcy Code, the Debtors retiree benefits

(as such term is defined under section 1114(a) of the Bankruptcy Code) are deemed to be
terminated as and to the extent provided in the Closure Agreement.
4.

The Debtors are authorized to enter into, perform, execute, and deliver all

documents, and take all actions, necessary to immediately continue and fully implement the
Closure Agreement in accordance with the terms, conditions, and agreements set forth therein,
all of which are hereby approved; provided, that any distributions made on account of the
$2,000,000 allowed general unsecured claim set forth in paragraph 4(j) of the Closure
Agreement shall not be made until and except as provided under a chapter 11 plan confirmed in
these chapter 11 cases or under any other order of the Court providing for a distribution on
account of such claim; further, provided, that distribution of the supplemental unemployment
benefits set forth in paragraph 4(d) of the Closure Agreement shall be made as soon as
administratively feasible following the entry of this Order.

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 3 of 24

5.

Upon entry of this Order, which Order the United Steelworkers consents to entry

of, the United Steelworkers and its Local 235A will be deemed to agree that it will not indirectly
or directly: (a) oppose the Debtors restructuring, confirmation of a chapter 11 plan in these
chapter 11 cases, and/or sale of the Debtors assets to Corpus Christi Alumina LLC, in each case
to the extent that the restructuring, chapter 11 plan, and/or sale is consistent with or incorporates
the terms and commitments set forth in the Closure Agreement; and (b) seek the payment or
reimbursement of its fees, expenses, or other costs in connection with the negotiation and
documentation of the Closure Agreement or other matters related to these chapter 11 cases.
6.

The General Release annexed as Appendix C to Exhibit 1 the Closure

Agreement attached hereto is approved, and, upon entry of this Order, the Debtors, its officers,
directors, employees and agents shall be deemed released by the Union as set forth in the Closure
Agreement.
7.

Notwithstanding anything contained herein, any payment authorized to be made

by the Debtors herein shall be subject to the terms and conditions contained in any orders entered
by this Court authorizing the Debtors to obtain debtor-in-possession financing, including any
accompanying budgets approved by this Court in connection therewith.
8.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

9.

All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a).

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 4 of 24

10.

This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

Dated: __________, 2016
Signed: November 03, 2016.
Corpus Christi, Texas

THE HONORABLE DAVID R. JONES

UNITED STATES BANKRUPTCY JUDGE
____________________________________
DAVID R. JONES
UNITED STATES BANKRUPTCY JUDGE

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 5 of 24

Exhibit 1
The Closure Agreement

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 6 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 7 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 8 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 9 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 10 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 11 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 12 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 13 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 14 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 15 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 16 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 17 of 24

APPENDIX B

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 18 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 19 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 20 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 21 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 22 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 23 of 24

Case 16-20012 Document 889 Filed in TXSB on 11/03/16 Page 24 of 24