UNITED ST A TES BANKRUPTCY COURT DISTRICT OF DELA WARE ------------------------------------------------------x In re TK HOLDINGS INC., et al., Debtors.' Chapter 11 CaseNo.17-11375(BLS) (Jointly Administered) ------------------------------------------------------x Re: Docket No. 2600 ORDER APPROVING STIPULATION BY AND BETWEEN THE DEBTORS AND ARGENT INTERNATIONAL INC. RESOLVING CURE AMOUNT AND RELATED CONTRACT DISPUTES Upon consideration of the Stipulation By and Between the Debtors and Argent International Inc. Resolving Cure Amount and Related Contract Disputes (the "Stipulation"), filed with the Court on April 9, 2018, a copy of which is attached hereto as Exhibit 1; and the Court having determined that the agreement set forth in the Stipulation is in the best interests of the Debtors, their estates and creditors, and any parties in interest; and good and sufficient cause appearing therefor: Order. IT IS HEREBY ORDERED THAT: 1. The Stipulation is hereby approved. 2. The Stipulation shall become effective immediately upon entry of this 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor' s federal tax identification number, as applicable, are: Takata Americas (9766); TK Finance, LLC (2753); TK China, LLC ( 1312); TK Holdings Inc. (3416); Takata Protection Systems Inc. (3881 ); Interiors in Flight Inc. ( 4046); TK Mexico Inc. (8331 ); TK Mexico LLC (9029); TK Holdings de Mexico, S. de R.L. de C.Y. (N/A); Industrias Irvin de Mexico, S.A. de C.V. (N/A); Takata de Mexico, S.A. de C.V. (N/A); and Strosshe-Mex, S. de R.L. de C.V. (N/A). Except as otherwise set forth herein, the Debtors' international affiliates and subsidiaries are not debtors in these chapter 11 cases. The location of the Debtors' corporate headquarters is 2500 Takata Drive, Auburn Hills, Michigan 48326. RLFI 19 11 6575v.l
3. This Court shall retain exclusive jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated: ~ /(), 2018 Wilmington, Delaware THE HONORABLE BRENDAN L. SHANNON CHIEF UNITED ST A TES BANKRUPTCY JUDGE RLFI 191 16575v.1
RLF I 19 11 65 75v. l EXHIBIT 1
UNITED ST ATES BANKRUPTCY COURT DISTRICT OF DELAWARE ------------------------------------------------------x In re TK HOLDINGS INC., et al., Debtors.' Chapter 11 Case No. 17-11375 (BLS) Jointly Administered ------------------------------------------------------x STIPULATION BY AND BETWEEN THE DEBTORS AND ARGENT INTERNATIONAL INC. RESOLVING CURE AMOUNT AND RELATED CONTRACT DISPUTES This stipulation (the "Stipulation") is made and entered into by and between TK Holdings Inc. ("TKJI'') and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the "Debtors") and Argent International Inc. ("Argent" and, together with the Debtors the "Parties"), by and through their respective undersigned counsel. RECITALS WHEREAS, on June 25, 2017 (the "Petition Date"), each of the Debtors commenced with the United States Bankruptcy Court for the District of Delaware (the "Court") a voluntary case under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"). 1 The Debtors in th ese chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, as applicable, are: Takata Americas (9766); TK Finance, LLC (2753); TK China, LLC ( 1312); TK Holdings Inc. (3416); Takata Protection Systems Inc. (3881 ); Interiors in Flight Inc. ( 4046); TK Mexico Inc. (8331 ); TK Mexico LLC (9029); TK Holdings de Mexico S. de R.L. de C.V. (NIA); Industrias Irvin de Mexico, S.A. de C.V. (N/A); Takata de Mexico, S.A. de C.V. (N/A); and Strosshe-Mex S. de R.L. de C.V. (N/A). Except as otherwise set forth herein, the Debtors' international affiliates and subsidiaries are not debtors in these chapter 11 cases. The location of the Debtors' corporate headquarters is 2500 Takata Drive, Auburn Hills, Michigan 48326. 13416352_2. DOCX RLF1 19116564V.1
WHEREAS, on January 5, 2018, the Court approved the Debtors' disclosure statement [Docket No. 1639] for the Third Amended Joint Chapter 11 Plan of Reorganization oftk Holdings Inc. and its Affiliated Debtors [Docket No. 1629]. On February 21, 2018, the Court entered an order [Docket No. 2120] (the "Confirmation Order") confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization oftk Holdings and its Affiliated Debtors [Docket No. 2116] (the "Plan"). 2 WHEREAS, prior to the Petition Date, TKH and Argent were parties to one or more contracts for the purchase and sale of goods and materials from Argent to TKH (the "Executory Contracts"). WHEREAS, prior to the Petition Date, TKH and Argent were also party to that certain rebate agreement, dated March 30, 201 2 whereby Argent agreed to, inter alia, pay certain rebates to TKH on April 1 of each year based on a percentage of the annual sales volume between the Parties (the "Rebate Agreement"). As of the date hereof, the Debtors claim that they are owed past due accounts receivable representing payments arising under the Rebate Agreement (in their entirety, the "Outstanding Rebate Payments"). WHEREAS, on August 28, 2017, pursuant to the Final Order Pursuant to 11 USC 105(a), 363(b), and 503(b)(9) Authorizing the Debtors to Pay Certain Prepetition Obligations of Critical Vendors the Debtors entered into a vendor agreement with Argent that provided for customary payment terms going forward and the payment of a portion of Argent's prepetition claim (the "Vendor Agreement"). There is a disagreement between the Parties as to the impact, if any, of the Vendor Agreement on the Rebate Agreement and the Outstanding Rebate Payments (the "Dispute"). 2 Capita li zed term s used but not otherwise herein defined shall have the meanings ascribed to such terms in th e Plan. 13416352_2.DOCX RLF1 19116564V.1
WHEREAS, on January 12, 2018, the Debtors filed the Notice of Filing of Proposed Cure Costs for Executory Contracts and Unexpired Leases [Docket No. 1703] (the "Cure Notice"). The Cure Notice listed the proposed Cure Amount for the Executory Contracts as $165,108 in the aggregate (the "Cure Amount"). WHEREAS, the Parties wish to resolve all outstanding disputes with respect to the Dispute, the Rebate Agreement, the Outstanding Rebate Payments, the Vendor Agreement, and the Cure Amount. NOW THEREFORE, THE PARTIES, BY AND THROUGH THEIR RESPECTIVE UNDERSIGNED COUNSEL, HEREBY STIPULATE AND AGREE AS FOLLOWS: 1. The above recitals are fully incorporated herein and made an express part of this Stipulation. 2. Notwithstanding anything to the contrary in the Plan, the Confirmation Order or the Cure Notice, the Executory Contracts shall be assumed and assigned by the Debtors to the Plan Sponsor pursuant to section 8.1 of the Plan with a Cure Amount of $0.00 for each of the foregoing agreements. 3. Within two (2) business days of the date of entry of an order approving this Stipulation, Argent shall pay to the Debtors the amount of $134,934.00 (the "Settlement Payment") in full and final satisfaction of the Outstanding Rebate Payments and the Dispute. 4. Payment of the Settlement Payment and assumption and assignment of the Executory Contracts as set forth herein, are in full and final satisfaction of the Dispute, the Outstanding Rebate Payments, and the Cure Amount. Furthermore, except for the payment of the Settlement Payment and any amounts due to Argent after the Petition Date in the ordinary 13416352_2.DOCX RLF1 19116564V.1
course of business under the Executory Contracts, all amounts due and outstanding with respect to the Executory Contracts, the Rebate Agreement and the Vendor Agreement and any amounts asserted or that could have been asserted by Argent or the Debtors shall be deemed waived, released, and discharged with prejudice, without the necessity of any further action by the Debtors or any other party. 5. Any Avoidance Actions against Argent shall be treated in accordance with section 10.11 of the Plan, and shall be waived upon the effective date of the assumption and assignment of the Executory Contracts to the Plan Sponsor in accordance with the Plan. 6. This Stipulation constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. 7. This Stipulation may be executed in counterparts, any of which may be transmitted by facsimile or electronic mail, and each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 8. This Stipulation may not be amended without the express written consent of all Parties hereto and approval by the Court. 9. The Court shall retain jurisdiction over any and all disputes or other matters arising under or otherwise relating to this Stipulation. [ remainder of page left intentionally blank] 13416352_2.DOCX RLF119116564V.1
Dated: April 9, 2018 Isl Brett M Haywood RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brett M. Haywood (No. 6166) One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Isl Brendan G. Best VARNUMLLP Brendan G. Best 160 W. Fort St., Fifth Floor Detroit, Michigan 48226 Telephone: (313) 481-7326 Facsimile: (13) 481-7340 Attorneys for Argent International Inc. -and- WEIL, GOTSHAL & MANGES LLP Marcia L. Goldstein Ronit J. Berkovich Matthew P. Goren Jessica Diab 767 Fifth A venue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 3 I 0-8007 Attorneys for the Debtors and Debtors in Possession 13416352_2.DOCX RLF1 19116564V.1