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EIGHTH AMENDMENT TO
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST AGREEMENT
EIGHTH AMENDMENT, dated as of August 15, 1995 (the "Eighth
Amendment") to the Trust Agreement, dated as of November 28, 1988 by and among
Xxxxx-Xxxxxxxx Corporation, Manville Corporation (the "Company"), Manville
Sales Corporation, Manville Canada, Inc., Manville Investment Corporation,
Xxx-Xxxxx Ranch Corporation and XXX Contract & Supply, Inc. as Trustors
(collectively, the "Trustors") and Xxxxxx X. Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx X.
Xxxx, Xx., Xxxx X. Xxxxxxx (the "Former Trustees") and Xxxxxxxxx X. Xxxxxx,
Xx., as Trustees for the Manville Personal Injury Settlement Trust (the
"Trust"), as amended by the First, Second and Third Amendments to the Trust
Agreement dated as of February 14, 1989, November 15, 1990, and December 6,
1991, respectively between the Company, Xx. Xxxxxx and the Former Trustees, and
as further amended by the Fourth, Fifth and Sixth Amendments to the Trust
Agreement dated as of August 6, 1992, December 9, 1992, and November 5, 1993,
respectively between the Company, Xx. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx Xxxxx,
Xx., and Xxxxx Xxxxxxxxxxx, as trustees of the Trust, and as further amended by
the Seventh Amendment to the Trust Agreement dated as of September 22, 1994,
between the Company, Xx. Xxxxxx, Xx. Xxxxx, Xx. Xxxxxxxxxxx, Xx. Xxxxxx, and
Xxxxxxx To. Xxxxx, as trustees of the Trust, (the Trust Agreement and all seven
prior Amendments being collectively referred to herein as the "Trust
Agreement").
WHEREAS, Section 6.03(a) of the Trust Agreement provided for
the amendment of the Trust Agreement by the Company (as successor to the
Trustors for such purpose) and the Trustees of the Trust after consultation
with Selected Counsel for the Beneficiaries (as defined in Exhibit A to the
Second Amended and Restated Plan of Reorganization of the Company and the other
Debtors (as therein defined)); and
WHEREAS, the Trustees of the Trust and the Company (as
successor to the Trustors for this purpose pursuant to Section 6.03(a) of the
Trust Agreement) wish to amend the Trust Agreement in the manner provided
herein; and
WHEREAS, the Selected Counsel for the Beneficiaries have been
consulted and have given their concurrence with respect to the amendment to the
Trust Agreement effectuated hereby.
NOW, THEREFORE, the parties hereto agree to amend the Trust
Agreement as follows:
1. Section 5.01 of the Trust Agreement is hereby amended to read
in its entirety as follows:
Number. Except during the period contemplated by Section 5.03(b),
there shall be no fewer than four Trustees and no more than six Trustees.
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2. Except as specifically amended pursuant to Paragraph 1 above,
the Trust Agreement shall remain in full force and effect and is ratified and
confirmed in all respects.
3. This Eight Amendment shall be governed by and construed in
accordance with the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
4. This Eighth Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein
shall, unless the context otherwise requires, have the meanings assigned to
such terms in the Trust Agreement.
5. If any term, provision, covenant or restriction of this Eighth
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Eight Amendment, and of the Trust Agreement,
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
6. The terms of this Eight Amendment shall be effective as of the
date first above written.
IN WITNESS WHEREOF, the Company, as successor to the Trustors, has
caused this Eight Amendment to be executed by its duly authorized officer and
attested by another duly authorized officer and the Trustees of the Trust have
executed this Eight Amendment, all as of the day and year first above written.
MANVILLE CORPORATION
By: /s/ Xxxxxxx X. Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President,
General Counsel and Secretary
Attest:
/s/ Xxxx Xxxxxxx
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TRUSTEES
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxx, Xx.
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Xxxxx Xxxxx, Xx.
/s/ Xxxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxxx X. Xxxxxx, Xx.
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx
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