Case BLS Doc 1300 Filed 02/04/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case BLS Doc 1300 Filed 02/04/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al., ) Case No Debtors. ) (Jointly Administered) ) Related to Docket No SUPPLEMENTAL OPPOSITION OF REVSTONE INDUSTRIES, LLC TO MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO (I) APPOINT A CHAPTER IITRUSTEE PURSUANT TO 11 U.S.C. 1104(a)(1) OR 1104(a)(2); OR, ALTERNATIVELY, (111) CONVERT CASE TO CHAPTER 7 PURSUANT TO 11 U.S.C. 1112(b)(1) AND 1112(b)(4)(A) Revstone Industries, LLC (the "Debtor" or "Revstone"), one of the abovecaptioned debtors and debtors in possession, hereby submits this objection to the Motion of the Official Committee of Unsecured Creditors to (I) Appoint a Chapter 11 Trustee Pursuant to 11 US. C. 1104(a) (1) and 1104(a) (2) or, Alternatively, (II) Convert Case to Chapter 7 Pursuant to 11 U.S. C. 1112(b) (1) and 1112(b) (4) (A) [Docket No. 1167] (the "Trustee Motion") filed by the Official Committee of Unsecured Creditors (the "Committee") on November 20, On December 4, 2013, the Debtor filed its initial opposition to the Trustee Motion [Docket No. 1203] (the "Initial Opposition"). In order to further update the Court and parties in interest on the status of the chapter 11 case, the Debtor hereby submits this supplemental opposition: The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY DOCS_SF: /001

2 Case BLS Doc 1300 Filed 02/04/14 Page 2 of 6 For all of the reasons set forth in the Initial Opposition and given the current status of the Debtor s case as described below, this is not the time to appoint a chapter 11 trustee or to convert this case to chapter 7. Over the last two months, Revstone, along with its various debtor and non-debtor affiliates, has successfully negotiated a global settlement with the Pension Benefit Guaranty Corporation (the "PBGC"). The parties have reached agreement on the terms set forth in the term sheet attached hereto as Exhibit A. 2. Further, the Debtor and its debtor affiliate, TPOP, LLC, have recently commenced litigation against the Debtor s former control person, George Hofmeister, his affiliates, and various other defendants seeking to recover fraudulent transfers and asserting breach of duty, breach of contract, and other claims. The Debtor s Settlement with the PBGC 3. As the Court will recall, the PBGC is by far the largest creditor in this case with claims in excess of $95 million. The PBGC asserts these same claims against each of the Debtor s various debtor and non-debtor affiliates. Given the size of these claims, the PBGC swamps the creditor pool at every level of the Debtor s organizational structure. In fact, the Committee argued in the Trustee Motion that resolution of the PBGC s issues was a critical prerequisite to confirming a plan in this case, and further asserted (wrongly as it turned out) that a resolution with the PBGC "appears impossible." See Trustee Motion at 62, pp Contrary to the Committee s position, the Debtor has been able to successfully negotiate a settlement with the PBGC. 4. Under the settlement, the PBGC will agree to share distributions with the Debtor s estate in order to allow other creditor constituencies to be paid. Here are the highlights DOCS_SF: /001 2

3 Case BLS Doc 1300 Filed 02/04/14 Page 3 of 6 of the settlement, which will be presented to the Court for approval pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure: The PBGC will have an allowed general unsecured, non-priority claim against the Debtors and its domestic affiliates in the amount of $95 million, subject to final reconciliation (the "Allowed PBGC Claim"). The PBGC will accept a projected recovery of $82 million on account of the Allowed PBGC Claim, but in no event less than $80 million, subject to final reconciliation (the "PBGC Minimum Recovery"). Distributions will be made to the PBGC, on the one hand, and Revstone and its sister company, Debtor Spara, LLC ("Spara"), as applicable, on the other hand, or into an escrow, out of the net available proceeds realized from asset sales at various Revstone and Spara subsidiaries in accordance with an agreed funding schedule. The PBGC will agree to allow payments to be made to the Revstone and Spara estates so that creditors of these estates (other than the PBGC) can receive distributions, including administrative claimants. The PBGC could receive more than the PBGC Minimum Recovery if recoveries on assets exceed projections by more than $2.5 million or there are litigation recoveries by the Revstone or Spara estates. Certain reserves will be created to cover post-confirmation expenses and litigation costs. All pending litigation between the parties will be dismissed with prejudice, including PBGC s joinder in the Trustee Motion, and the PBGC will agree to support Revstone s chapter 11 plan (as well as plans for the other debtors), which will incorporate the terms of the settlement. 5. The Debtor believes that the settlement with the PBGC represents a "win- win" for all parties. The settlement resolves the claims of the PBGC, the creditor which all parties acknowledge is key to moving this case forward. See Trustee Motion at 62, pp Among other things, the settlement resolves a variety of pension-related non-bankruptcy litigation and provides the framework for distributions to be made to unsecured creditors in the Revstone and Spara bankruptcy cases pursuant to a chapter 11 plan. Based on current projections, if the settlement with the PBGC is consummated, unsecured creditors stand to receive cents on the dollar (with upside potential) in Revstone s bankruptcy case out of DOCS_SF: /001 3

4 Case BLS Doc 1300 Filed 02/04/14 Page 4 of 6 the liquidation of subsidiary assets, assuming that administrative professionals agree to defer payment of a portion of their fees and expenses. These projections do not include any potential recoveries from litigation, all of which are preserved by the estates and include the claims asserted by the Debtor against George Hofmeister and others. 6. Based on the merits of the settlement with the PBGC (which is itself a member of the Committee), the Debtor has attempted to convince the Committee to withdraw the Trustee Motion, but to no avail. Notwithstanding the Debtor s settlement with the PBGC and resulting withdrawal of the PBGC s joinder to the Trustee Motion, the Committee seems bent on pursuing the appointment of a trustee no matter the adverse consequences to this estate. The Debtor s Litigation Against George Hofmeister, et al. 7. Through the Trustee Motion, the Committee re-asserts the tired argument that the Debtor and its Chief Restructuring Officer continue to be beholden to George Hofmeister. As the actions of the Debtor throughout this case have demonstrated, nothing could be further from the truth. The Debtor has been, and continues to be, an independent fiduciary acting solely for the benefit of this estate, and not Mr. Hofmeister or his family and friends. Mr. Hofmeister also has resigned from the Debtor s board and has no involvement in the Debtor s operations or business affairs. 8. Just last week, the Debtor (and its indirect subsidiary debtor, TPOP, LLC) commenced three separate adversary proceedings against Mr. Hofmeister, certain of his affiliates, and other defendants seeking to recover fraudulent transfers and asserting a variety of other claims, including breach of duty and breach of contract claims. Copies of the complaints in these actions are attached hereto as Exhibit B-i, Exhibit B-2, and Exhibit B-3. These DOCSSF: /001 LI

5 Case BLS Doc 1300 Filed 02/04/14 Page 5 of 6 lawsuits further reflect that the Debtor is completely independent of Mr. Hofmeister and his offshoots. 9. It also bears mention that the Committee has spent months and presumably incurred significant expense investigating Mr. Hothieister and his family. Yet, the Committee has not brought any actions against him to date, or even sought standing to do so. The Debtor, on the other hand, has proceeded with the filing of lawsuits against Mr. Hofmeister in order to further bolster the assets in this estate. Conclusion 10. In sum, for all the reasons stated in the Initial Opposition and based on the progress that the Debtor has made in this case just over the last two months by resolving issues with the PBGC and proceeding with litigation against Mr. Hofmeister, the Debtor submits that appointment of a chapter 11 trustee at this critical stage would be highly detrimental to creditors and this estate. The Debtors therefore respectfully request that the Court enter an order denying the Trustee Motion. DOCS_SF: /001 5

6 Case BLS Doc 1300 Filed 02/04/14 Page 6 of 6 Dated: February 4, 2014 PACHULSKI STANG ZIEHL & JONES LLP Is/Laura Davis Jones Laura Davis Jones (Bar No. 2436) Alan J. Komfeld (CA Bar No ) David M. Bertenthal (CA Bar No ) Maxim B. Litvak (CA Bar No ) Timothy Cairns (Bar No. 4228) 919 North Market Street, 17 th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) ljonespszjlaw.com akomfeld@pszjlaw.com dbertenthal@pszjlaw.com mlitvak@pszjlaw.com tcairns@pszjlaw.com Counsel for Debtor Revstone Industries LLC DOCSSF: /001 [1

7 Case BLS Doc Filed 02/04/14 Page 1 of 8 Exhibit A

8 Case BLS Doc Filed 02/04/14 Page 2 of 8 January 30, 2014 TERM SHEET AMONG PBGC, REVSTONE AND SPARA This Term Sheet sets forth the terms and conditions under which the Parties (as defined below) will effectuate a global resolution of their disputes. Any settlement is subject to: (a) the execution of mutually satisfactory definitive documentation, which may contain terms and conditions that vary from the provisions contained in this Term Sheet, and (b) approval of the United States Bankruptcy Court for the District of Delaware (the "Banlcruvtcy Court ). Effective Date 1. The effective date of the settlement (the "Effective Date") will occur upon entry of an order of the Bankruptcy Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure approving the definitive settlement agreement executed by the following "Parties": (a) Revstone Industries, LLC ("Revstone"), Spara, LLC ("Spara"), Metavation, LLC ("Metavation"), Fairfield Castings, LLC ("Fairfield"), and the Pension Benefit Guaranty Corporation (the "PBGC"), (b) chapter 11 debtors U.S. Tool & Engineering LLC and Greenwood Forgings, LLC (together with Revstone, Spara, and Metavation, the "Debtors"), (c) those subsidiaries of Revstone and Spara that participate as signatories to the settlement (together with Revstone and Spara, the "PBGC Obligors"), and (d) any other required parties as determined by the Parties. PBGC Claim and Recovery 2. On the Effective Date, subject to paragraph 6 below, the PBGC shall have an allowed general unsecured, non-priority claim against each of the PBGC Obligors organized in the United States in the amount of $95 million, subject to final reconciliation in the definitive documentation (the "Allowed PBGC Claim"). 3. Total distributions on account of the Allowed PBGC Claim (the "PBGC Recovery") are targeted at $82 million, but in no event shall be less than $80 million, subject to adjustment under paragraph 20 below (the "PBGC Minimum Recovery"), or more than the Allowed PBGC Claim ("PBGC Maximum Recovery") in the aggregate. 4. Distributions to the PBGC, Revstone, and Spara shall be made in accordance with the Funding Schedule attached hereto and incorporated by reference, subject to final reconciliation in the definitive documentation. Payments will be made to the PBGC, or the Pension Plans, as directed by PBGC. Net Proceeds, as used in this term sheet, means sale proceeds net of reasonable and ordinary transaction costs. a. The amounts specified in the Funding Schedule column designated "PBGC" and "Revstone" in the rows captioned "PBGC Escrows" shall be paid as directed by the PBGC and Revstone, as applicable, within 5 business days of the Effective

9 Case BLS Doc Filed 02/04/14 Page 3 of 8 Date. b. The amounts specified in the Funding Schedule column designated "PBGC", "Revstone" and "Spam" and the rows captioned "Revstone Sales in Process" and "Spam Sales to be Initiated" shall be paid as directed by the PBGC, Revstone, and Spara, as applicable, at the closing of each sale. c. If the actual amount of Net Proceeds differs from the amounts specified in the first column of the Funding Schedule, the proceeds shall be allocated to the distributees in the remaining columns in the same proportion as the amounts specified. d. To the extent aggregate available Net Proceeds are less than projected in the Funding Schedule by up to $2 million, distributions to the PBGC shall be reduced accordingly, but in no event to less than the PBGC Minimum Recovery. e. In the event aggregate available Net Proceeds are less than projected in the Funding Schedule by more than $2 million, the PBGC shall be paid from the Hold Back Escrows specified in the last two columns of in the Funding Schedule up to the PBGC Minimum Recovery. f. If the Hold Back Escrows do not have sufficient assets for the PBGC to reach the PBGC Minimum Recovery, the PBGC Obligors shall pay PBGC from funds distributed to Revstone s and Spara s estates pursuant to the Funding Schedule, to the extent of any deficiency up to the PBGC Minimum Recovery. The Parties will agree upon mutually acceptable terms to address PBGC s potential claims against the estates to the extent the Hold Back Escrows are insufficient. 5. Amounts paid or caused to be paid to the Hillsdale Hourly Pension Plan, the Hillsdale Salaried Pension Plan, and the Revstone Casting Fairfield GMP Local 359 Pension Plan (the "Pension Plans") subsequent to Revstone s bankruptcy petition by the PBGC Obligors, by any other person or entity within the applicable controlled group (as described in 29 U.S.C (a)(14)) of Metavation or Fairfield, or by other third parties on account of payments directed to the Pension Plans or the PBGC on behalf of the Pension Plans, shall be credited toward the PBGC Minimum Recovery. 6. As set forth in the Funding Schedule, total available Net Proceeds are targeted at $113,500,000 in the aggregate. If actual available Net Proceeds exceed this amount by up to $2,500,000, such excess shall be distributed entirely to the Revstone and Spam estates and allocated amongst them based on the estate generating the excess proceeds. If actual available Net Proceeds exceed $116,000,000, then any such excess proceeds shall be distributed fifty percent (50%) to the PBGC ("PBGC Upside Recovery") and fifty percent (5 0%) to the Revstone and Spara estates and allocated amongst the estates based on the estate generating the excess proceeds. The PBGC Upside Recovery is in addition to the PBGC Minimum Recovery. In no case shall the PBGC Upside Recovery and the 2

10 Case BLS Doc Filed 02/04/14 Page 4 of 8 PBGC Minimum Recovery, together, exceed the PBGC Maximum Recovery. 7. The PBGC agrees to allow distributions to be made to Revstone s and Spara s bankruptcy estates consistent with the Funding Schedule, and for Revstone and Spara to utilize such distributions for the payment of allowed creditor claims against their respective estates, except to the extent necessary to: (a) compensate the PBGC consistent with paragraph 3 as it relates to the PBGC Minimum Recovery and paragraph 6 as it relates to the PBGC Upside Recovery, and (b) allow the Allowed PBGC Claim to participate in net litigation recoveries (as described in paragraph 15 below). So long as there is no material breach of the terms of the executed settlement documents, PBGC will take no action in the bankruptcies that is inconsistent with the settlement. PI3GC will take such steps, in the bankruptcy cases and otherwise, as are reasonably necessary to give effect to the terms agreed to herein. 8. Following the Effective Date, the PBGC shall: (a) promptly file a withdrawal of notice of federal lien with respect to any filed liens against PBGC Obligors, (b) not assert any non-filed liens against the assets of each of the PBGC Obligors, and (c) not assert any additional liens against the assets of any of the PBGC Obligors. The PBGC shall also provide any releases reasonably requested by the PBGC Obligors that are necessary to consummate asset sales. 9. Funds in the Metavation bankruptcy estate shall be distributed in accordance with the Bankruptcy Code and the Funding Schedule. All amounts paid to PBGC or the Pension Plans from the Metavation Estate, regardless of whether such payments are made with respect to claims filed by PBGC, the Department of Labor, or the Pension Plans, shall be credited toward the PBGC Minimum Recovery. 10. Once the material assets of the PBGC Obligors have been liquidated and the amount of actual net proceeds determined, the Parties shall "true up" the amounts distributed, or to be distributed, to the Parties consistent with the recoveries to the PBGC, Revstone, and Spara contemplated in the Funding Schedule. 11. To the extent consistent with payment of the PBGC Upside Recovery, any funds not needed to provide the PBGC with the PBGC Minimum Recovery shall be immediately distributed from the Hold Back Escrow to the Revstone and Spara estates in a manner consistent with the Funding Schedule. In the event that the PBGC receives distributions out of the Hold Back Escrow or the Revstone or Spara estates in order to reach the PBGC Minimum Recovery, any subsequent asset recoveries will be distributed to the Revstone and Spara estates up to the amount distributed to the PBGC out of the Hold Back Escrow or from the estates, subject to full payment of the PBGC Minimum Recovery. Pension Plan Termination 12. On the Effective Date, Metavation and Fairfield shall consent to immediate termination of the Pension Plans, and shall execute agreements acceptable to PBGC effecting plan termination and PBGC trusteeship pursuant to 29 U.S.C Upon 3

11 Case BLS Doc Filed 02/04/14 Page 5 of 8 execution of documents effectuating plan termination and trusteeship pursuant to 29 U.S.C. 1342, PBGC will dismiss its complaint against Metavation and Fairfield in the United States District Court for the Eastern District of Kentucky (Case No. 1 3-cv-00273), each Party bearing its own fees and costs. The Parties shall take any and all appropriate actions to effectuate the foregoing termination and dismissal. Payment of Administrative and Priority Claims 13. From and after the Effective Date, each of the Debtors may use available cash in their respective estates to satisfy any allowed administrative or priority claims, including funding of the Reserves (as defined below) at Revstone and Spara. Post-Effective Date and Litigation Reserves 14. On the effective date of a chapter 11 plan in the Revstone and Spara bankruptcies, or thereafter as and when cash becomes available, such plan will provide that the following reserves (the "Reserves") shall be created: a. At Revstone, a reserve for post-effective date administrative expenses (excluding litigation expenses) in the amount of $1 million. b. At Spara, a reserve for post-effective date administrative expenses (excluding litigation expenses) in the amount of $750,000 c. At Revstone, a reserve for litigation expenses in the amount of $1.5 million d. At Spara, a reserve for litigation expenses in the amount of $500, Any net recoveries on litigation claims shall be distributed fifty percent to PBGC and, as applicable, fifty percent to Revstone and Spara, until payment of the PBGC Maximum Recovery. Releases and Exculpation 16. The following release shall be effective (a) as to each PBGC Obligor that has already sold its assets and the proceeds are currently in escrow as reflected in the Funding Schedule, upon the Effective Date, (b) as to each PBGC Obligor that has assets to sell as reflected in the Funding Schedule, upon the consummation of the sale of such assets and distribution to PBGC of the proceeds in accordance with the Funding Schedule and this term sheet, and (c) as to the remaining PBGC Obligors, upon the consummation of the final sale of assets and distribution to PBGC of the proceeds in accordance with the Funding Schedule and this term sheet (as to each PBGC Obligor as applicable, the "Applicable Release Date"). Upon the Applicable Release Date, and except as to the Allowed PBGC Claim and the other rights and obligations of the Parties under this settlement, the PBGC, on behalf of itself and the Pension Plans following the PBGC trusteeship (the "PBGC Releasors"), shall irrevocably waive, release and discharge all 4

12 Case BLS Doc Filed 02/04/14 Page 6 of 8 claims, obligations, suits, judgments, remedies, damages, demands, debts, rights, causes of action, and liabilities that the PBGC Releasors have, may have or are entitled to assert, whether known or unknown, liquidated or unliquidated, fixed or contingent, foreseen or unforeseen, matured or unmatured, in law, equity, or otherwise, against each applicable PBGC Releasee (as defined below), based in whole or in part upon any act or omission, transaction, or occurrence taking place on or prior to the Effective Date with respect to the Pension Plans or the Debtors bankruptcy cases, excluding any ERISA Title I claims. 17. PBGC Releasee means, except as otherwise provided herein, each of the PBGC Obligors, and each of their respective employees, directors, officers, members, agents, advisors or counsel (each in their capacity as such). 18. The PBGC Releasees do not include (a) George Hofineister; (b) any relatives of George Hofineister; (c) any affiliates or trusts of George Hofmeister or his family (other than the PBGC Obligors); (d) any person or entity, other than a PBGC Obligor, that is named as a defendant in DOL litigation (referenced in paragraph 20 below); and (e) any obligation of Greenwood Forgings on any debt instrument held by any of the Pension Plans, unless otherwise agreed by the Department of Labor. Debtor Greenwood Forgings is a PBGC Releasee except with respect to any outstanding liability described in the preceding sentence, which liability shall be resolved pursuant to the definitive documentation. Any amounts recovered by the Pension Plans, the PBGC or the Department of Labor on account of such outstanding liability on account of Greenwood Forgings shall be credited against the PBGC Minimum Recovery. 19. The Parties will agree to support a chapter 11 plan or plans for each of the Debtors that will include customary exculpatory provisions for the respective officers, directors, employees, members, agents, representatives and professionals of each of the Debtors from any matters arising out of or relating to the Pension Plans or the Bankruptcy Cases, excluding the parties described in the preceding paragraph. 20. The effectiveness of the settlement contemplated herein shall be conditioned on the entry of consent judgments in the pending DOL litigation against Metavation and Fairfield (i.e., the action styled Perez v. Hofineister, U.S.D.C. E.D.Ky. Case No 12-cv- 250 and the lawsuits consolidated therewith (Case Nos. 1 3-cv- 156), stating the amounts each of them owes to the Pension Plans, concluding the litigation as to those two parties only, and releasing all DOL claims against those parties, except as necessary to give effect to the consent judgments and this settlement, and barring actions by all persons against the settling defendants in the DOL litigation arising from the allegations and claims asserted in the DOL litigation or the alleged resulting injury to such persons. DOL shall have an allowed general unsecured claim in the Metavation bankruptcy in the amount set forth in the consent judgment. In addition, DOL shall retain the right to file a subordinated penalty claim in the Metavation bankruptcy under ERISA section 502(1), and to assess a 502(1) penalty against Fairfield consistent with the consent judgment. The amount of any ERISA section 502(1) penalty paid by Fairfield will reduce, dollar for dollar, the $80 million amount of the PBGC Minimum Recovery.

13 Case BLS Doc Filed 02/04/14 Page 7 of Upon termination of the Pension Plans under ERISA section 4042, any claims filed by the Pension Plans against the Debtors bankruptcy estates shall be deemed withdrawn. Management of Debtors 22. The PBGC shall support the continued management of the Debtors by the current Chief Restructuring Officer and the Restructuring Committee through the effective date of a chapter II plan or plans, and thereafter through the designees or successors thereto proposed by the Debtors in a chapter 11 plan or plans. Plan Support 23. In connection with the execution of definitive documentation effectuating this settlement, the Parties shall also execute a plan support agreement that will be consistent with the terms of this settlement and will reflect the Parties support of the plan that has been filed by Revstone in all material respects, to the extent consistent with this settlement, or as otherwise may be modified by Revstone or supplemented by separate plans of the other Debtors in conformity with this settlement. The Parties agree to support the Debtors proposed chapter 11 plan or plans so long as such plan(s) are consistent with this settlement. Completion and Filing of Agreement 24. The Parties shall endeavor to execute definitive documentation effectuating this settlement by no later than February 10, Within five (5) business days following execution of definitive documentation, the Debtors shall file a motion with the Bankruptcy Court requesting approval of this settlement pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure. Withdrawal of PBGC Motions 25. Upon the filing of the 9019 motion described in paragraph 1 above, the PBGC shall promptly withdraw its: (a) motion to convert Metavation s chapter 11 case to chapter 7, and (b) joinder to the motion of the Official Committee of Unsecured Creditors to appoint a chapter 11 trustee in Revstone s case, and the PBGC shall take such other action as reasonably necessary to support the Debtors efforts to obtain approval of this settlement and to confirm a chapter 11 plan consistent with this settlement. Miscellaneous 26. The Parties agree that, with respect to disputes involving the Debtors, the Bankruptcy Court shall have exclusive jurisdiction over any disputes regarding the validity, interpretation or performance of this settlement so long as the Debtors bankruptcy cases are pending, and each of the Parties consents to personal jurisdiction and venue in the Bankruptcy Court in connection with any such disputes; provided, however, that if the 6

14 Case BLS Doc Filed 02/04/14 Page 8 of 8 Debtors bankruptcy cases are no longer pending, or if the Bankruptcy Court cannot or does not exercise jurisdiction, such jurisdiction and venue shall belong to the federal courts in the District of Delaware. The Parties further agree that, with respect to disputes involving solely non-debtors, the federal courts in the District of Delaware shall have exclusive jurisdiction over any disputes regarding the validity, interpretation or performance of this settlement. 27. The Parties each agree without further consideration to execute and deliver such other documents and to take such other action as may be necessary to consummate the purposes of this settlement. 28. The validity, interpretation, and performance of this settlement shall be construed and interpreted according to the laws of the State of Delaware, except to the extent that (a) provisions of the Bankruptcy Code apply, in which event the Bankruptcy Code shall control, or (b) applicable federal law preempts state law. The Parties agree to the foregoing settlement subject to the execution of definitive documentation and approval of the Bankruptcy Court. Revstone Industries, LLC Spara, LLC TPOP, LLC f/k/a Metavation, LLC Greenwood Forgings, LLC 1. US Tool. n LLC Pension Benefit Guaranty Corporation Ii C. DiDonato ef Restructuring Officer Huron Consulting Group Inc. Dana Cann Acting Deputy Director Corporate Finance and Restructuring Department Fairfield Castings, LLC By: Spara, LLC, a Delaware limited liability company, its Solp4eicB in C. DiDonato iefrestructuting Officer 7

15 Case BLS Doc Filed 02/04/14 Page 1 of 11 Exhibit B-1

16 Case BLS Doc Filed 02/04/14 Page 2 of 11 Case BLS Doc 1 Filed 01/27/14 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: REVSTONE INDUSTRIES, LLC, et Chapter 11 Case No. 12-:13262 (BLS) Debtors. REVSTONE INDUSTRIES, LLC, Plaintiff, Adversary Proceeding No. 14- V. ASCALON ENTERPRISES, LLC, and GEORGE S. HOFMEISTER, Defendants. COMPLAINT TO RECOVER HEALTHCARE PLAN ASSETS AND RELATED RELIEF Plaintiff Revstone Industries, LLC (the "Debtor" or "Plaintiff ), by and through its undersigned counsel, and based upon knowledge, information and belief, alleges as follows: NATURE OF ACTION 1. Defendant Ascalon Enterprises, LLC ("Ascalon") is the Plan Sponsor and Plan Administrator of the "Ascalon Enterprises Employee Medical Benefits Plan," a self-funded healthcare plan in which employees of the Debtor and its subsidiaries and affiliates participate (the "Plan"). Co-defendant George S. Hofineister ("Hofineister") was the Chairman and sole member of Ascalon s Board of Managers at all relevant times. During late 2012 and 2013, The Debtors in these Chapter 11 Cases and the last four digits of each Debtor s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & DOCS_LA:

17 Case BLS Doc Filed 02/04/14 Page 3 of 11 Case BLS Doc 1 Filed 01/27/14 Page 2 of 10 Hofmeister caused Ascalon to transfer over $525,000 in assets of the Plan to third parties for purposes unrelated to the payment of Plan benefits or the Plan s administrative expenses. 2. Hofineister has resigned from the Debtor s Board. An independent fiduciary, John C. DiDonato, serves as the President and Chief Restructuring Officer of the Debtor ("CR0"), with authority over the Debtor s bankruptcy and restructuring efforts. The purpose of this action is to recover the improper transfers for the benefit of the Plan participants. JURISDICTION AND VENUE 3. This is an adversary proceeding pursuant to Rule 7001 of the Federal Rules of Bankruptcy Procedure. 4. This Court has jurisdiction over this matter pursuant to 28 U.S.C. * 157 and 1334(b) and (e). 5. This adversary proceeding is a core proceeding within the meaning of 28 U.S.C. 1 57(b)(2)(H). 6. Venue is proper in this Court pursuant to 28 U.S.C and PARTIES 7. Plaintiff is a limited liability company organized under the laws of Delaware and is the debtor and debtor in possession in the above-captioned bankruptcy case. It brings this action on behalf of its estate. 8. Defendant Ascalon is a limited liability company organized under the laws of Delaware. The members of Ascalon are the Megan G. Hofineister Irrevocable Trust, the Scott R. HofIneister Irrevocable Trust, and the Jamie S. Hofineister Irrevocable Trust (collectively, the "Children s Trusts"). The beneficiaries of the Children s Trusts are Hofineister s children. Engineering, LLC (6450). The location of the Debtors headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY DOCS_LA:

18 Case BLS Doc Filed 02/04/14 Page 4 of 11 Case BLS Doc 1 Filed 01/27/14 Page 3 of Defendant George S. Hofmeister is an individual residing in Kentucky. FACTUAL BACKGROUND io. On December 3, 2012 (the "Petition Date"), the Debtor commenced its bankruptcy ease under chapter 11 of the Bankruptcy Code. 11. The Debtor, through its subsidiary operating companies, is a designer and manufacturer of engineered components for industries in the automotive industry and other industrial sectors. It is or was the direct or indirect parent of approximately 32 subsidiaries. 12. The Debtor was founded on December 2, 2008, as a Delaware limited liability company, pursuant to an operating agreement, dated December 2, 2008 (as amended on February 16, 2011 and January 17, 2013), by and among the Children s Trusts. 13. On or about July 1, 2011, the Children s Trusts assigned all of their membership interests in the Debtor to Ascalon, which now owns 100% of the membership interests in the Debtor. 14. At all times relevant hereto, Hofmeister was the Chairman and sole member of the Board of Managers of Ascalon. 15. Until May 19, 2011, the Debtor sponsored "Revstone Health Services," a selffunded healthcare plan in which employees of the Debtor and its affiliated debtors and nondebtors participated (the "Revstone Plan"). 16. In a written action of the Board of Managers of Ascalon (i.e., Hofineister), dated May 19, 2011, Ascalon recited that it desired to. retroactively change the sponsorship of the Revstone Plan from the Debtor to Ascalon, and "RESOLVED that Ascalon Enterprises, LLC is the sponsor, employer and named fiduciary of the Health and Benefit Services (formerly known as Revstone Health Services) self-funded healthcare plan effective January 1, 2011." DOCS_LA:

19 Case BLS Doc Filed 02/04/14 Page 5 of 11 Case BLS Doc 1 Filed 01/27/14 Page 4 of Effective January 1, 2012, Ascalon established the Plan to replace the Health and Benefit Services plan assumed by Ascalon effective January 1, As "Sponsor" of the Plan, Ascalon entered into a "Supplemental Participation Agreement" with, at least, each of the Debtor, Contech Castings, LLC, Metavation, LLC, Revstone Castings Fairfield, LLC, Creative Lighting Solutions, LLC, MW Texas Die Castings, Inc., Arete Interlock, LLC, Fourslides, Inc., and Health and Benefit Services, LLC, each as a "Participating Employer." Each Supplemental Participation Agreement, executed by Hoflneister for both parties thereto, provides for the Participating Employer to become a party to the Plan, effective as of January 1, The Debtor is authorized to bring this action for itself and for its subsidiary and affiliated Participating Employers. 18. Each Supplemental Participation Agreement provides that "(1)... the participation of the Participating Employer in the Plan shall in no way diminish, augment, modify, or in any way affect the rights and duties of the Sponsor, its Employees, or Participants, under the Plan" and "(2) All actions required by the Plan to be taken by the Sponsor shall be effective with respect to the Participating Employer if taken by the Sponsor, and the Participating Employer hereby irrevocably designates the Sponsor as its agent for such purposes." 19. The Plan is funded by employee and employer contributions. It utilizes four bank accounts. Employee contributions are accumulated by each participating employer and deposited to an account in the name of Ascalon at Fifth Third Bank, No (the "9309 Account"), from which healthcare claims are paid. Until later in 2013, when the procedures were revised (after the transfers in question were made), employer contributions were deposited into the "9333 Account," which supplied funds as needed to the 9309 Account, DOCSLA:

20 Case BLS Doc Filed 02/04/14 Page 6 of 11 Case BLS Doc 1 Filed 01/27/14 Page 5 of 10 the "9317 Account" for payment of dental claims and the "9325 Account" for payment of the Plan s administrative expenses. 20. On or about the dates set forth below, the following transfers were made from the Plan s bank accounts for purposes unrelated to the Plan (the "Non-Healthcare Transfers"): Date of Payment Amount Identified Use of Funds a. 2/15/13 $1,600 Triton Farms b. 2/20/13 $700 Triton Farms G. 3/22/13 11,000 Triton Farms-Harvard Tuition d. 4/10/13 $20,000 SH Development e. 5/1/13 $250,000 JMP Industries ($100,000) UBS Interest ($65,578) Ascalon Payroll ($25,000) Bradley Racing ($5,000) Nelson Clements ($10,000) Bullock & Coffman ($20,000) PPC Recovery ($5,000) Lincoln National Life ($19,075) US Air Mastercard (GH) ($346.98) f. 5/21/13 $60,000 Ascalon Payroll ($37,000) Utica Leasing ($6,000) DIDS ($16,183.33) Steckbauer Weinhart Jaffe ($816.67) g. 6/14/13 $32,000 Ascalon Payroll ($16,667) Ohio State University ($15,333) h $137, Payroll unrelated to Plan administration i. 1Q20 13 $26, Payroll unrelated to Plan administration 21. All of the Non-Healthcare Transfers were made from the 9333 Account, except for the payroll transfers, which were made from the 9325 Account. 22. Upon learning of the Non-Healthcare Transfers, the Debtor s CR0 demanded that they be repaid. In response, Ascalon repaid $13,300 to the 9333 Account on July 15,2013, and Hofmeister committed to repay the sum of $210,000 on or before December 31, 2013, without admitting liability. He did not do so. DOCS_LA:

21 Case BLS Doc Filed 02/04/14 Page 7 of 11 Case BLS Doc 1 Filed 01/27/14 Page 6 of Ascalon has failed to pay claims for Plan benefits incurred and submitted by Plan participants and represents that it is unable to pay claims for Plan benefits incurred and submitted by Plan participants. FIRST CLAIM FOR RELIEF Against Ascalon and Hofmeister for ERISA Violations (29 U.S.C and 1132(a)) 24. Plaintiff realleges and incorporates by reference each and every allegation set forth in the above paragraphs as though fully set forth herein. 25. The Plan is an employee welfare benefit plan within the meaning of section 1002(1) of title 29 of the United States Code, the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C et seq. 1002(16). 26. Ascalon is the plan sponsor and administrator within the meaning of 29 U.S.C. 27. Pursuant to 29 U.S.C. 1103(a) and (c), assets of the Plan must be held in trust, must never inure to the benefit of any employer, and must be held for the exclusive purposes of providing benefits to Plan participants and defraying reasonable expenses of administering the Plan. 28. Ascalon and Hofmeister are fiduciaries of the Plan, within the meaning of 29 U.S.C. 1002(21)(A). Further, Ascalon and Hofineister, and certain related entities and relatives of Ascalon and Hoflneister, are parties in interest to the Plan, within the meaning of 29 U.S.C. 1002(14). 29. Pursuant to 29 U.S.C. 1104(a)(1), the Plan fiduciaries were obligated to act solely in the interests of Plan participants and beneficiaries and for the exclusive purpose of providing benefits to Plan participants and their beneficiaries and defraying reasonable expenses of administering the Plan, with the care, skill, prudence, and diligence under the circumstances DOCS_LA:

22 Case BLS Doc Filed 02/04/14 Page 8 of 11 Case BLS Doc 1 Filed 01/27/14 Page 7 of 10 then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Further, pursuant to 29 U.S.C. 1106(a) and (b), a Plan fiduciary may not deal with the assets of the Plan in his own interest or for his own account, and may not cause the Plan to transfer any assets of the Plan to, for use by, or for the benefit of a party in interest. 30. In making or authorizing the Non-Healthcare Transfers, Ascalon and Hoflneister breached all of the foregoing fiduciary duties. 31. The foregoing breaches of fiduciary duties caused a cognizable loss to the Plan or to the participants in the Plan. 32. Pursuant to 29 U.S.C. 1109, Ascalon and Hofluieister are personally liable to make good to the Plan the loss resulting from such breaches. SECOND CLAIM FOR RELIEF Against Ascalon for Breach of Contract 33. Plaintiff realleges and incorporates by reference each and every allegation set forth in the above paragraphs as though fully set forth herein. 34. In the event that ERISA is deemed inapplicable, Ascalon is contractually liable for the return of the Non-Healthcare Transfers. 35. Pursuant to the Supplemental Participation Agreement, Ascalon agreed to be the exclusive administrator of the Plan and the custodian for deposits made to the Plan by employees and Participating Employers for the purpose of paying Plan benefits and administering the Plan. 36. The Supplemental Participation Agreement expressly or impliedly requires Ascalon to use the deposited funds solely for purposes of paying Plan benefits and administering the Plan, and prohibits Ascalon from transferring such deposits to insiders or third DOCS_LA:

23 Case BLS Doc Filed 02/04/14 Page 9 of 11 Case BLS Doc 1 Filed 01/27/14 Page 8 of 10 parties for purposes not related to the payment of Plan benefits or reasonable administrative expenses. 37. In making the Non-Healthcare Transfers, Ascalon breached these obligations. 38. Ascalon s performance was not excused by any non-performance of the Debtor or other Participating Employers. 39. The Debtor and other Participating Employers have incurred damages as a result of Ascalon s breach of contract. ThIRD CLAIM FOR RELIEF Against Ascalon and Hofmeister for Conversion 40. Plaintiff realleges and incorporates by reference each and every allegation set forth in the above paragraphs as though fully set forth herein. 41. In the event that ERISA is deemed inapplicable, Ascalon and Hoflneister are liable for conversion of the Non-Healthcare Transfers. 42. As the exclusive administrator of the Plan and the sole custodian of its assets, Ascalon held the employee and employer Plan contributions that were deposited by the Debtor and other Participating Employers in trust, for the use and benefit of the Plan and its participants and beneficiaries. 43. In causing or authorizing the Non-Healthcare Transfers, Ascalon and Hofmeister exercised exclusive control and dominion over the contributions in a manner inconsistent with the beneficial interests of the Plan and the Participating Employers in the contributions, to the detriment of the Plan and the Participating Employers. 44. In engaging in the conduct alleged herein, Hofmeister and Ascalon were guilty of oppression, fraud or malice, entitling the Debtor and other Participating Employers, in addition DOCS_LA:

24 Case BLS Doc Filed 02/04/14 Page 10 of 11 Case BLS Doc 1 Filed 01/27/14 Page 9 of 10 to the actual damages, to recover damages for the sake of example and by way of punishing these defendants. FOURTH CLAIM FOR RELIEF Against Ascalon and Hofmeister for Breach of Fiduciary Duty 45. Plaintiff realleges and incorporates by reference each and every allegation set forth in the above paragraphs as though fully set forth herein. 46. In the event that ERISA is deemed inapplicable, Ascalon and Hoflneister are liable for breach of fiduciary duty under state law. 47. At all relevant times, Ascalon as Plan administrator and sole custodian of the Plan s assets and Hofmeister as Ascalon s sole manager owed a fiduciary duty to the Debtor and other Participating Employers to act in good faith, in its best interests, without conflict of interest and to exercise such care as an ordinarily prudent person in a like position would use under similar circumstances. 48. The Debtor and other Participating Employers reasonably relied upon the good faith and competence of Ascalon and Hofmeister as fiduciaries. 49. In directing, causing and/or authorizing the Non-Healthcare Transfers to be made, Hofmeister and Ascalon engaged in wrongful self-dealing and violated their fiduciary duties. Ascalon. 50. At all relevant times, Hofmeister had full, exclusive and complete control over 51. As a proximate result of the breach of fiduciary duties, the Debtor and other Participating Employers suffered damages, in an amount at least equal to the amount of the Non-Healthcare Transfers. 52. In engaging in the conduct alleged herein, Hofineister and Ascalon were guilty of oppression, fraud or malice, entitling the Debtor and other Participating Employers, in addition DOCS_LA:

25 Case BLS Doc Filed 02/04/14 Page 11 of 11 Case BLS Doc 1 Filed 01/27/14 Page 10 of 10 to the actual damages, to recover damages for the sake of example and by way of punishing these defendants. PRAYER FOR RELIEF WHEREFORE, by reason of the foregoing, the Debtor requests that the Court enter judgment for the Debtor as follows: (1) On the First Claim for Relief, for restitution of the Non-Healthcare Transfers; (2) On the Second Claim for Relief, for general damages in the amount of the Non-Healthcare Transfers; (3) On the Third and Fourth Claims for Relief, for compensatory damages in the amount of the Non-Healthcare Transfers, and for exemplary damages in an amount subject to proof at trial (4) For costs of suit incurred herein, including without limitation, attorneys fees, to the extent permitted by law; and (5) For such other and further relief as the Court may deem just and proper. Dated: January 27, 2014 PACHULSKI STANG ZIEHL & JONES LLP Is! Laura Davis Jones Laura Davis Jones (Bar No. 2436) Alan J. Komfeld (CA Bar No ) David M. Bertenthal (CA Bar No ) Cohn R. Robinson (Bar No. 5524) 919 North Market Street, 17 th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) ljones'pszjlaw.com akomfeldfipszjlaw.com dbertenthal@pszjlaw.com crobinson@pszjlaw.com Counsel for Debtor Revstone Industries, LLC DOCS_LA:

26 Case BLS Doc Filed 02/04/14 Page 1 of 7 Exhibit B-2

27 Case BLS Doc Filed 02/04/14 Page 2 of 7 Case BLS Doc 1 Filed 01/27/14 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: TPOP, LLC Chapter 11 Case No (BLS) Debtor. TPOP, LLC, Plaintiff, Adversary Proceeding No. 14- V. JPMORGAN CHASE BANK, N.A., and GEORGE S. HOFMEISTER, Defendants. COMPLAINT TO AVOID AND RECOVER FRAUDULENT TRANSFER Plaintiff TPOP, LLC (the "Debtor" or "Plaintiff ), by and through its undersigned counsel, and based upon knowledge, information and belief, alleges as follows: NATURE OF ACTION 1. The Debtor seeks to recover, for the benefit of its bankruptcy estate, money that was transferred by its former manager, George S. Hofirieister ("Hofineister") from the Debtor to defendant JPMorgan Chase Bank, N.A. ("Chase") for his personal purposes. Specifically, Metavation paid approximately $2 million to Chase to purchase from Chase a mortgage secured by Hofmeister s personal property, which mortgage was assigned directly by Chase to The Debtor in this chapter 11 case is TPOP, LLC, fyk/a Metavation, LLC, and the last four digits of its federal tax identification numbers are The location of the Debtor s headquarters is 2250 Thunderstick Dr., Suite 1203, Lexington, KY DOCS_LA:

28 Case BLS Doc Filed 02/04/14 Page 3 of 7 Case BLS Doc 1 Filed 01/27/14 Page 2 of 6 Hoflneister s children s irrevocable trusts. The Debtor was insolvent at the time of the transfer, and did not receive reasonably equivalent value in return. As the recipient of the transfer, Chase is liable for the return of the transfer under sections 544(b) and 550 of the Bankruptcy Code and the Delaware Uniform Fraudulent Transfer Act, 6 Del. C et seq. Hofmeister is liable for the return of the transfer as the person for whose benefit the transfer was made and for his breach of fiduciary duties to the Debtor. 2. Hofmeister has resigned from the Debtor s Board. An independent fiduciary, John C. DiDonato, serves as the President and Chief Restructuring Officer of the Debtor, with authority over the Debtor s bankruptcy and restructuring efforts. The purpose of this action is to avoid and recover the transfer for the benefit of the Debtor s estate and its creditors. JURISDICTION AND VENUE This is an adversary proceeding pursuant to Rule 7001 of the Federal Rules of Bankruptcy Procedure. 4. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334(b) and (e). 5. This adversary proceeding is a core proceeding within the meaning of 28 U.S.C. 1 57(b)(2)(H). 6. Venue is proper in this Court pursuant to 28 U.S.C and PARTIES 7. Plaintiff is a limited liability company organized under the laws of Delaware that is the debtor and debtor in possession in the above-captioned bankruptcy case. It brings this action on behalf of its estate. DOCS_LA:

29 Case BLS Doc Filed 02/04/14 Page 4 of 7 Case BLS Doc 1 Filed 01/27/14 Page 3 of 6 8. Defendant George S. Hofmeister is an individual residing in Kentucky. At all relevant times, Hofmeister was the Chairman and sole member of the Debtor s Board of Managers. 9. Defendant JPMorgan Chase Bank, N.A. ("Chase") is a national banking association with its principal place of business in New York. FACTUAL BACKGROUND 10. On July 22, 2013 (the "Petition Date"), the Debtor commenced its bankruptcy case under chapter 11 of the Bankruptcy Code. 11. On or about September 1, 2001, George S. Hofmeister and Kay R. Hofmeister, as Mortgagor, and Morgan Guaranty Trust Company of New York, as Mortgagee, entered into a Mortgage and Security Agreement, in the original principal amount of $30,000,000 (the "Mortgage"). 12. The property subject to the Mortgage was real property owned by George S. Hofmeister and Kay R. Hofmeister located at 2001 Winchester Road, Paris, Kentucky (the "Hofrneister Property"). 13. Upon information and belief, on or about September 14, 2009, Chase (as successor to Morgan Guaranty Trust Company of New York), received approximately $3,500,000 for the purchase of the Mortgage. Of the purchase price, approximately $2,000,000 was paid by the Debtor. 14. On or about September 14, 2009, Chase executed an Assignment of Mortgage (the "Assignment") assigning the Mortgage to the Megan G. Hofineister Irrevocable Trust, the Scott R. Hofmeister Irrevocable Trust, and the Jamie S. Hofmeister Irrevocable Trust (collectively, the "Children s Trusts"). The beneficiaries of the Children s Trusts are Hofmeister s children. At all relevant times, Hoimeister was the Trustee of each of the Children s Trusts. 15. The Assignment was recorded on October 22, DOCS_LA