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EXHIBIT 10.1
TENTH AMENDMENT TO
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST AGREEMENT
TENTH AMENDMENT, dated as of November 21, 1995 (the "TENTH
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, Sixth, Seventh and Eighth Amendments
to the Trust Agreement dated as of August 6, 1992, December 9, 1992, November
5, 1993, September 22, 1994, and August 15, 1995, and the Ninth Amendment as
annexed to the Trust's October 25, 1995 Application to the United States
Bankruptcy Court, respectively between the Company, Xx. Xxxxxx, Xxxxxx X.
Xxxxxx, Xxxxx Xxxxx, Xx., and Xxxxx X. Xxxxxxxxxxx, and, in the case of the
Seventh Amendment, Xxxxxxx X. Xxxxx, as trustees of the Trust, (the Trust
Agreement and all nine prior Amendments being collectively referred to herein
as the "Trust Agreement").
WHEREAS, Section 6.03(a) of the Trust Agreement provides 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
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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; and
WHEREAS, the Trustees of the Trust and the Company have agreed
with the Legal Representative for Future Claimants appointed pursuant to an
order of the United States District Court for the Southern and Eastern
Districts of New York and the United States Bankruptcy Court for the Southern
District of New York, as amended by order dated June 18, 1993 (the "Legal
Representative") that the Trust will not agree to the termination of the Trust
pursuant to Section 6.02(a)(ii) or (v) of the Trust Agreement without prior
written consent of the Legal Representative.
NOW, THEREFORE, the parties hereto agree to amend the Trust
Agreement as follows:
1. Section 6.02(a)(ii) of the Trust Agreement is hereby
amended to read in its entirety as follows:
"(ii)(x) in the judgment of 80% of the Trustees after
consultation with Selected Counsel for the Beneficiaries, a
de minimis number of Trust Claims are then pending and new
Trust Claims are being filed at a de minimis rate and (y) the
Company and the Legal Representative shall have consented in
writing to such dissolution;"
2. Section 6.02(a)(v) of the Trust Agreement is hereby amended to
read in its entirety as follows:
"(v) the Company and the Trustees after consultation with
Selected Counsel for the Beneficiaries and with the written
consent of the Legal Representative, agree in writing to the
termination of the Trust."
3. Except as specifically amended pursuant to Paragraphs 1 and 2
above, the Trust Agreement shall remain in full force and effect and is
ratified and confirmed in all respects.
4. This Tenth 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
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contracts to be made and performed entirely within such State.
5. This Tenth 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.
6. The terms of this Tenth Amendment shall be effective as of the
date first above written; provided, however, that if the Dividend is not
declared by the Company and the Ninth Amendment has terminated pursuant to the
terms of that Ninth Amendment, then on the day of that termination, this Tenth
Amendment shall also terminate and be of no further force and effect and
Section 6.02(a) shall re-enter into effect as it read immediately prior to the
effectiveness of this Tenth Amendment.
IN WITNESS WHEREOF, the Company, as successor to the Trustors, has
caused this Tenth 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 Tenth 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 as Trustee
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Xxxxxx X. Xxxxxx
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/s/ Xxxxx Xxxxx, Xx. as Trustee
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Xxxxx Xxxxx, Xx.
/s/ Xxxxx X. Xxxxxxxxxxx as Trustee
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Xxxxx X. Xxxxxxxxxxx
/s/ Xxxxxxxxx X. Xxxxxx, Xx. as Trustee
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Xxxxxxxxx X. Xxxxxx, Xx.
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