OWENS CORNING/FIBREBOARD FORM OF ASBESTOS PERSONAL INJURY TRUST AGREEMENT
XXXXX CORNING/FIBREBOARD
TABLE OF CONTENTS
SECTION 1 — Agreement of Trust |
4 | |||
1.1 Creation and Name |
4 | |||
1.2 Purpose |
4 | |||
1.3 Transfer of Assets |
4 | |||
1.4 Acceptance of Assets and Assumption of Liabilities |
5 | |||
SECTION 2 — Powers and Trust Administration |
6 | |||
2.1 Powers |
6 | |||
2.2 General Administration |
11 | |||
2.3 Claims Administration |
16 | |||
SECTION 3 — Accounts, Investments, and Payments |
16 | |||
3.1 Accounts |
16 | |||
3.2 Investments |
16 | |||
3.3 Source of Payments |
19 | |||
SECTION 4 — Trustees; Delaware Trustee |
19 | |||
4.1 Number |
19 | |||
4.2 Term of Service |
20 | |||
4.3 Appointment of Successor Trustees |
21 | |||
4.4 Liability of Trustees, Members of the TAC and the
Future Claimants’ Representative |
22 | |||
4.5 Compensation and Expenses of Trustees |
22 | |||
4.6 Indemnification |
23 | |||
4.7 Trustees’ Lien |
24 | |||
4.8 Trustees’ Employment of Experts; Delaware Trustee’s
Employment of Counsel |
24 | |||
4.9 Trustees’ Independence |
25 | |||
4.10 Bond |
25 | |||
4.11 Delaware Trustee |
25 |
SECTION 5 — Trust Advisory Committee |
27 | |||
5.1 Members |
27 | |||
5.2 Duties |
27 | |||
5.3 Term of Office |
28 | |||
5.4 Appointment of Successor |
29 | |||
5.5 TAC’s Employment of Professionals |
30 | |||
5.6 Compensation and Expenses of TAC |
31 | |||
5.7 Procedures for Consultation With and Obtaining the
Consent of the TAC |
31 | |||
(a) Consultation Process |
31 | |||
(b) Consent Process |
32 | |||
SECTION 6 — The Future Claimants’ Representative |
33 | |||
6.1 Duties |
33 | |||
6.2 Term of Office |
34 | |||
6.3 Appointment of Successor |
34 | |||
6.4 Future Claimants’ Representative’s Employment of Professionals |
35 | |||
6.5 Compensation and Expenses of the Future Claimants’
Representative |
36 | |||
6.6 Procedures for Consultation With and Obtaining the
Consent of the Future Claimants’ Representative |
37 | |||
(a) Consultation Process |
37 | |||
(b) Consent Process |
38 | |||
SECTION 7 — General Provisions |
39 | |||
7.1 Irrevocability |
39 | |||
7.2 Term; Termination |
39 | |||
7.3 Amendments |
41 | |||
7.4 Severability |
42 | |||
7.5 Notices |
42 | |||
7.6 Successors and Assigns |
46 | |||
7.7 Limitation on Claim Interests for Securities Laws Purposes |
46 | |||
7.8 Entire Agreement; No Waiver |
46 | |||
7.9 Headings |
47 | |||
7.10 Governing Law |
47 | |||
7.11 Settlors’ Representations and Cooperation |
47 | |||
7.12 Dispute Resolution |
47 | |||
7.13 Enforcement and Administration |
48 | |||
7.14 Effectiveness |
48 | |||
7.15 Counterpart Signatures |
48 |
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XXXXX CORNING/FIBREBOARD
This Xxxxx Corning/Fibreboard Asbestos Personal Injury Trust Agreement (hereinafter referred
to as the “PI Trust Agreement”), dated the date set forth on the signature page hereof and
effective as of the later of the Effective Date or the date this Agreement is executed by the
Trustees (“Trustees”) and Wilmington Trust Company (the “Delaware Trustee”), is entered into by
Xxxxx Corning (“OC,” the “Settlor,” or the “Debtor”), a Delaware corporation, the Debtor and
debtor-in-possession in Case No. 00-03837 in the United States Bankruptcy Court for the District of
Delaware as Settlor; the Future Claimants’ Representative; the Official Committee of Asbestos
Claimants (“Committee”); and the Trustees and the members of the PI Trust Advisory Committee
(“TAC”), who are further identified on the signature pages hereof and appointed at Confirmation
pursuant to the Sixth Amended Joint Plan of Reorganization for Xxxxx Corning and Its Affiliated
Debtors and Debtors-In-Possession (As Modified) (“Plan”), as such Plan may be amended, modified or
supplemented from time to time. All capitalized terms not otherwise defined herein shall have
their respective meanings as set forth in the Plan, and such definitions are incorporated herein by
reference. All capitalized terms not defined herein or defined in the Plan, but defined in the
Bankruptcy Code or Bankruptcy Rules, shall have the meanings ascribed to them by the Bankruptcy
Code and Bankruptcy Rules, and such definitions are incorporated herein by reference.
WHEREAS, at the time of the entry of the order for relief in the Chapter 11 case, Xxxxx
Corning (“OC”)and its wholly-owned subsidiary Fibreboard Corporation (“Fibreboard”) were named as a
defendants in actions involving personal injury (“PI”) or death claims caused by
exposure to asbestos-containing products for which OC and Fibreboard, their predecessors,
successors and assigns have legal liability (“OC Asbestos Personal Injury Claims” and “FB Asbestos
Personal Injury Claims” as defined in the Plan and collectively referred to herein as “Asbestos
Personal Injury Claims” or “PI Trust Claims”); and
WHEREAS, OC has been reorganized under the provisions of Chapter 11 of the Bankruptcy Code in
a case pending in the United States Bankruptcy Court for the District of Delaware, known as In re
Xxxxx Corning, et al, Debtors, Case No. 00-03837 (JKF); and
WHEREAS, the Plan has been confirmed by the Bankruptcy Court; and
WHEREAS, the Plan provides, inter alia, for the creation of the Asbestos Personal Injury Trust
(“PI Trust”); and
WHEREAS, pursuant to the Plan, the PI Trust is to use its assets and income to satisfy all
Asbestos Personal Injury Claims; and
WHEREAS, pursuant to the Plan, the PI Trust shall be funded with the consideration described
in Section 10.3 of the Plan;
WHEREAS, pursuant to the Plan, the PI Trust will use that consideration to establish two
separate Sub-Accounts, the OC Sub-Account which shall be funded with the consideration described in
Section 10.3(a) of the Plan, and the FB Sub-Account which shall be funded with the consideration
described in Section 10.3(b) of the Plan;
WHEREAS, pursuant to the Plan, OC Asbestos Personal Injury Claims shall be paid from the OC
Sub-Account and FB Asbestos Personal Injury Claims shall be paid from the FB Sub-Account;
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WHEREAS, it is the intent of OC, the Trustees, the Committee, the TAC, and the Future
Claimants’ Representative that the PI Trust be administered, maintained, and operated at all times
through mechanisms that provide reasonable assurance that the PI Trust will satisfy all PI Trust
Claims pursuant to the Xxxxx Corning/Fibreboard Asbestos Personal Injury Trust Distribution
Procedures (“TDP”) that are attached to the Disclosure Statement as Exhibit D-1 in a substantially
similar manner, and in strict compliance with the terms of this PI Trust Agreement; and
WHEREAS, all rights of the holders of PI Trust Claims arising under this PI Trust Agreement
and the TDP shall vest upon the Effective Date; and
WHEREAS, pursuant to the Plan, the PI Trust is intended to qualify as a “qualified settlement
fund” within the meaning of Section 1.468B-1 et seq. of the Treasury Regulations promulgated under
Section 468B of the Internal Revenue Code (“IRC”); and
WHEREAS, the Bankruptcy Court has determined that the PI Trust and the Plan satisfy all the
prerequisites for an injunction pursuant to Section 524(g) of the Bankruptcy Code, and such
injunction has been entered in connection with the Confirmation Order;
NOW, THEREFORE, it is hereby agreed as follows:
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SECTION 1
AGREEMENT OF TRUST
1.1 Creation and Name. OC as Settlor hereby creates a trust known as the Xxxxx
Corning/Fibreboard Asbestos Personal Injury Trust or PI Trust, which is provided for and referred
to in the Plan. The Trustees of the PI Trust may transact the business and affairs of the PI Trust
in the name of the PI Trust. It is the intention of the parties hereto that the trust created
hereby constitute a statutory trust under Chapter 38 of title 12 of the Delaware Code, 12 Del. C. §
3801 et seq. (the “Act”) and that this document, together with the by-laws described herein,
constitute the governing instruments of the PI Trust. The Trustees and the Delaware Trustee are
hereby authorized and directed to execute and file a Certificate of Trust with the Delaware
Secretary of State in the form attached hereto.
1.2 Purpose. The purpose of the PI Trust is to assume the liabilities of OC and
Fibreboard, their predecessors and successors in interest, for all Asbestos Personal Injury Claims
(as defined in the Plan), and to use the PI Trust Assets and income to pay the holders of all PI
Trust Claims in accordance with this PI Trust Agreement and the TDP in such a way that such holders
of PI Trust Claims are treated fairly, equitably and reasonably in light of the limited assets
available to satisfy such claims, and to otherwise comply in all respects with the requirements of
a trust set forth in Section 524(g)(2)(B) of the Bankruptcy Code.
1.3 Transfer of Assets. Pursuant to the Plan, the consideration described in Section
10.3(a) and Section 10.3(b) of the Plan (the “PI Trust Share”) has been transferred and assigned to
the PI Trust to settle and discharge all Asbestos Personal Injury Claims. Pursuant to the Plan,
OC, its successors in interest thereto, from and after the Effective Date (“Reorganized OC”) and
others may also transfer and assign additional assets to the PI Trust from time to time (together
with the PI Trust Share, the “PI Trust Assets”). In all events, the PI Trust Assets will be
transferred to the PI Trust free and clear of any liens or other claims by OC, Reorganized OC,
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any creditor, or other entity. OC, Reorganized OC, and any other transferors shall also
execute and deliver such documents to the PI Trust as the Trustees reasonably request to transfer
and assign the PI Trust Assets to the PI Trust.
1.4 Acceptance of Assets and Assumption of Liabilities.
(a) In furtherance of the purposes of the PI Trust, the Trustees, on behalf of the PI Trust,
hereby expressly accept the transfer and assignment to the PI Trust of the PI Trust Assets in the
time and manner contemplated in the Plan.
(b) In furtherance of the purposes of the PI Trust, the Trustees, on behalf of the PI Trust,
expressly assume all liability for all Asbestos Personal Injury Claims. Except as otherwise
provided in this PI Trust Agreement and the TDP, the PI Trust shall have all defenses,
cross-claims, offsets, and recoupments, as well as rights of indemnification, contribution,
subrogation, and similar rights, regarding such claims that OC and Reorganized OC have or would
have had under applicable law. Regardless of the foregoing, however, a claimant must meet
otherwise applicable federal, state and foreign statutes of limitations and repose, except as
otherwise provided in Section 5.1(a)(2) of the TDP.
(c) No provision herein or in the TDP shall be construed to mandate distributions on any
claims or other actions that would contravene the PI Trust’s compliance with the requirements of a
qualified settlement fund within the meaning of section 1.468B-1 et seq. of the Treasury
Regulations promulgated under section 468B of the IRC.
(d) OC, Reorganized OC, Fibreboard and Reorganized Fibreboard, and any successor in interest
of each of the foregoing, shall be entitled to indemnification from the PI Trust for any expenses,
costs, and fees (including reasonable attorneys’ fees and costs, but
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excluding any such expenses, costs, and fees incurred prior to the Effective Date), judgments,
settlements, or other liabilities arising from or incurred in connection with any action related to
OC and FB Asbestos Personal Injury Claims, including, but not limited to, indemnification or
contribution for such claims prosecuted against Reorganized OC or Reorganized Fibreboard.
(e) Nothing in this PI Trust Agreement shall be construed in any way to limit the scope,
enforceability, or effectiveness of the Section 524(g) injunction issued in connection with the
Plan or the PI Trust’s assumption of all liability for PI Trust Claims, subject to the provisions
of Section 1.4(b) above.
SECTION 2
POWERS AND TRUST ADMINISTRATION
2.1 Powers.
(a) The Trustees are and shall act as the fiduciaries to the PI Trust in accordance with the
provisions of this PI Trust Agreement and the Plan. The Trustees shall, at all times, administer
the PI Trust and the PI Trust Assets in accordance with the purposes set forth in Section 1.2
above. Subject to the limitations set forth in this PI Trust Agreement, the Trustees shall have
the power to take any and all actions that, in the judgment of the Trustees, are necessary or
proper to fulfill the purposes of the PI Trust, including, without limitation, each power expressly
granted in this Section 2.1, any power reasonably incidental thereto, and any trust power now or
hereafter permitted under the laws of the State of Delaware.
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(b) Except as required by applicable law or otherwise specified herein, the Trustees need not
obtain the order or approval of any court in the exercise of any power or discretion conferred
hereunder.
(c) Without limiting the generality of Section 2.1(a) above, and except as limited below, the
Trustees shall have the power to:
(i) receive and hold the PI Trust Assets, vote the Reorganized OC common stock, and exercise
all rights with respect to, and sell, any securities issued by Reorganized OC that are included in
the PI Trust Assets, subject to any restrictions set forth in the Collar Agreements;
(ii) invest the monies held from time to time by the PI Trust;
(iii) sell, transfer, or exchange any or all of the PI Trust Assets at such prices and upon
such terms as the Trustees may consider proper, consistent with the other terms of this PI Trust
Agreement;
(iv) enter into leasing and financing agreements with third parties to the extent such
agreements are reasonably necessary to permit the PI Trust to operate;
(v) pay liabilities and expenses of the PI Trust, including, but not limited to, PI Trust
expenses;
(vi) establish such funds, reserves and accounts within the PI Trust estate, as deemed by the
Trustees to be useful in carrying out the purposes of the PI Trust;
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(vii) xxx and be sued and participate, as a party or otherwise, in any judicial,
administrative, arbitrative, or other proceeding;
(viii) establish, supervise and administer the PI Trust in accordance with this PI Trust
Agreement and the TDP and the terms thereof;
(ix) appoint such officers and hire such employees and engage such legal, financial,
accounting, investment, auditing and forecasting, and other consultants and agents as the business
of the PI Trust requires, and delegate to such persons such powers and authorities as the fiduciary
duties of the Trustees permit and as the Trustees, in their discretion, deem advisable or necessary
in order to carry out the terms of this PI Trust;
(x) pay employees, legal, financial, accounting, investment, auditing, and
forecasting, and other consultants, advisors, and agents, including those engaged by the PI
Trust in connection with its alternative dispute resolution activities, reasonable compensation;
(xi) compensate the Trustees, the Delaware Trustee, the TAC members, and the Future Claimants’
Representative as provided below, and their employees, legal, financial, accounting, investment and
other advisors, consultants, independent contractors, and agents, and reimburse the Trustees, the
TAC members and the Future Claimants’ Representative all reasonable out-of-pocket costs and
expenses incurred by such persons in connection with the performance of their duties hereunder;
(xii) execute and deliver such instruments as the Trustees consider proper in administering
the PI Trust;
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(xiii) enter into such other arrangements with third parties as are deemed by the Trustees to
be useful in carrying out the purposes of the PI Trust, provided such arrangements do not conflict
with any other provision of this PI Trust Agreement;
(xiv) in accordance with Section 4.6 below, defend, indemnify and hold harmless (and purchase
insurance indemnifying) (A) the Trustees, the Delaware Trustee, members of the TAC and the Future
Claimants’ Representative and (B) the officers and employees of the PI Trust, and any agents,
advisors and consultants of the PI Trust, the TAC or the Future Claimants’ Representative (the
“Additional Indemnitees”), to the fullest extent that a statutory trust organized under the law of
the State of Delaware is from time to time entitled to indemnify and/or insure its directors,
trustees, officers, employees, agents, advisors and representatives;
(xv) indemnify Reorganized OC and Reorganized Fibreboard (and any successor in interest of
each of the foregoing) by reason of any present or future PI Trust Claims against all expenses,
costs, fee (including attorneys’ fees), judgments, awards, settlements, and other liabilities
incurred in connection therewith;
(xvi) delegate any or all of the authority herein conferred with respect to the investment of
all or any portion of the PI Trust Assets to any one or more reputable individuals or recognized
institutional investment advisors or investment managers without liability for any action taken or
omission made because of any such delegation, except as provided in Section 4.4 below;
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(xvii) consult with Reorganized OC, the TAC and the Future Claimants’ Representative at such
times and with respect to such issues relating to the conduct of the PI Trust as the Trustees
consider desirable; and
(xviii) make, pursue (by litigation or otherwise), collect, compromise or settle, in the name
of the PI Trust or in the name of Reorganized OC, any claim, right, action, or cause of action
included in the PI Trust Assets including, but not limited to, insurance recoveries, before any
court of competent jurisdiction; provided that settlement of actions before the Bankruptcy Court
require the approval of the Bankruptcy Court after notice to Reorganized OC as the case may be.
Notwithstanding anything contained in this Section 2.1(c) to the contrary, the PI Trust shall
be permitted to (i) accept the assignment of the Collar Agreements from OC (or its successors or
assigns), (ii) execute and deliver the Collar Agreements, (iii) execute and deliver the Trust
Registration Rights Agreement, (iv) grant the Call Options, (v) receive the Put Options, and (vi)
exercise any and all of the rights granted to it, and perform all of its obligations, under the
agreements, rights and/or instruments described in clauses (i) through (v) of this paragraph.
(d) The Trustees shall not have the power to guarantee any debt of other persons.
(e) The Trustees shall give the TAC, the Future Claimants’ Representative, and Reorganized OC
prompt notice of any act performed or taken pursuant to Sections 2.1(c)(i), (iii), (vii), or (xvi)
above, and any act proposed to be performed or taken pursuant to Section 2.2(f) below.
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(f) Pursuant to Section 5.18(a)(ii) of the Plan, for so long as the PI Trust owns shares of
Reorganized OC common stock, the Trustees shall designate one member of the Reorganized OC Board as
directed by the Future Claimants’ Representative and one member as directed by the TAC.
2.2 General Administration.
(a) The Trustees shall adopt and act in accordance with the PI Trust Bylaws. To the extent
not inconsistent with the terms of this PI Trust Agreement, the PI Trust Bylaws shall govern the
affairs of the PI Trust. In the event of an inconsistency between the PI Trust Bylaws and this PI
Trust Agreement, the PI Trust Agreement shall govern.
(b) The Trustees shall (i) timely file income tax and other returns and statements and shall
timely pay all taxes required to be paid, (ii) comply with all withholding obligations, as required
under the applicable provisions of the IRC and of any state law and the regulations promulgated
thereunder, (iii) meet without limitation all requirements necessary to qualify and maintain
qualification of the PI Trust as a qualified settlement fund within the meaning of Section 1.468B-1
et seq. of the Treasury Regulations promulgated under Section 468B of the IRC, and (iv) take no
action that could cause the PI Trust to fail to qualify as a qualified settlement fund within the
meaning of Section 1.468B-1 et seq. of the Treasury Regulations promulgated under Section 468B of
the IRC.
(c) The Trustees shall timely account to the Bankruptcy Court as follows:
(i) The Trustees shall cause to be prepared and filed with the Bankruptcy Court, as soon as
available, and in any event within one hundred and twenty (120)
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days following the end of each fiscal year, an annual report (the “Annual Report”) containing
financial statements of the PI Trust (including, without limitation, a balance sheet of the PI
Trust as of the end of such fiscal year and a statement of operations for such fiscal year) audited
by a firm of independent certified public accountants selected by the Trustees and accompanied by
an opinion of such firm as to the fairness of the financial statements’ presentation of the cash
and investments available for the payment of claims and as to the conformity of the financial
statements with generally accepted accounting principles. The Trustees shall provide a copy of
such report to the TAC, the Future Claimants’ Representative, and Reorganized OC when such reports
are filed with the Bankruptcy Court.
(ii) Simultaneously with the filing of the Annual Report, the Trustees shall cause to be
prepared and filed with the Bankruptcy Court a report containing a summary regarding the number and
type of claims disposed of during the period covered by the financial statements. The Trustees
shall provide a copy of such report to the TAC, the Future Claimants’ Representatives, and
Reorganized OC when such report is filed.
(iii) All materials required to be filed with the Bankruptcy Court by this Section 2.2(c)
shall be available for inspection by the public in accordance with procedures established by the
Bankruptcy Court and shall be filed with the Office of the United States Trustee for the District
of Delaware.
(d) The Trustees shall cause to be prepared as soon as practicable prior to the commencement
of each fiscal year a budget and cash flow projections covering such fiscal year and the succeeding
four fiscal years. The budget and cash flow projections shall include determining the Maximum
Annual Payment pursuant to Section 2.4 of the TDP, and the Claims
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Payment Ratio pursuant to Section 2.5 of the TDP. The Trustees shall provide a copy of the
budget and cash flow projections to the TAC and the Future Claimants’ Representative.
(e) The Trustees shall consult with the TAC and the Future Claimants’ Representative (i) on
the general implementation and administration of the PI Trust; (ii) on the general implementation
and administration of the TDP; and (iii) on such other matters as may be required under this PI
Trust Agreement and the TDP.
(f) The Trustees shall be required to obtain the consent of the TAC and the Future Claimants’
Representative pursuant to the Consent Process set forth in Section 5.7(b) and 6.6(b) below, in
addition to any other instances elsewhere enumerated, in order:
(i) To change the Claims Payment Ratio described in Section 2.5 of the TDP in the event that
the requirements for such a change as set forth in said provision have been met;
(ii) to change the Disease Levels, Scheduled Values and/or Medical/Exposure Criteria set forth
in Section 5.3(a)(3) of the TDP, and/or the Scheduled, Average and/or Maximum Values set forth in
Sections 5.3(b)(4) and 5.4(a) of the TDP;
(iii) to change the Payment Percentage described in Section 4.2 of the TDP;
(iv) to establish and/or to change the Proof of Claim Forms and other claims materials to be
provided holders of PI Trust Claims under Section 6.1 of the TDP;
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(v) to require that claimants provide additional kinds of medical or exposure evidence
pursuant to Section 5.7 of the TDP;
(vi) to change the form of release to be provided pursuant to Section 7.8 of the TDP;
(vii) to terminate the PI Trust pursuant to Section 7.2 below;
(viii) to settle the liability of any insurer under any insurance policy or legal action
related thereto;
(ix) to change the compensation of the members of the TAC, the Future Claimants’
Representative, the Delaware Trustee or Trustees, other than to reflect cost-of-living increases or
changes approved by the Bankruptcy Court as otherwise provided herein;
(x) to take structural or other actions to minimize any tax on the PI Trust Assets;
(xi) to adopt the PI Trust Bylaws in accordance with Section 2.2(a) above or thereafter to
amend the PI Trust Bylaws in accordance with the terms thereof;
(xii) to amend any provision of the PI Trust Agreement or the TDP in accordance with the terms
thereof;
(xiii) to vote the shares of Reorganized OC held by the PI Trust for purposes of electing
members of the Board of Directors of Reorganized OC;
(xiv) to vote for any revision to Reorganized OC’s corporate charter and by-laws, which
affects the rights of the PI Trust; and
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(xv) to acquire an interest in or to merge any claims resolution organization formed by the PI
Trust with another claims resolution organization that is not specifically created by this PI Trust
Agreement or the TDP, or to contract with another claims resolution organization or other entity
that is not specifically created by this PI Trust Agreement or the TDP, or permit any other party
to join in any claims resolution organization that is formed by the PI Trust pursuant to the PI
Trust Agreement or the TDP; provided that such acquisition, merger, contract or joinder shall not
(a) subject Reorganized OC or any successors in interest thereto, to any risk of having any PI
Trust Claim asserted against it or them, or (b) otherwise jeopardize the validity or enforceability
of the Section 524(g) injunction; and provided further that the terms of such merger will require
the surviving organization to make decisions about the allowability and value of claims in
accordance with Section 2.1 of the TDP which requires that such decisions be based on the
provisions of the TDP.
(g) The Trustees shall meet with the TAC and the Future Claimants’ Representative no less
often than quarterly. The Trustees shall meet in the interim with the TAC and the Future
Claimants’ Representative when so requested by either.
(h) The Trustees, upon notice from either the TAC or the Future Claimants’ Representative, if
practicable in view of pending business, shall at their next meeting with the TAC or the Future
Claimants’ Representative consider issues submitted by the TAC or the Future Claimants’
Representative.
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2.3 Claims Administration. The Trustees shall promptly proceed to implement the TDP.
SECTION 3
ACCOUNTS, INVESTMENTS, AND PAYMENTS
3.1 Accounts.
(a) The Trustees may, from time to time, create such accounts and reserves within the PI Trust
estate as they may deem necessary, prudent, or useful in order to provide for the payment of
expenses and payment of PI Trust Claims and may, with respect to any such account or reserve,
restrict the use of monies therein.
(b) The Trustees shall include a reasonably detailed description of the creation of any
account or reserve in accordance with this Section 3.1 and, with respect to any such account, the
transfers made to such account, the proceeds of or earnings on the assets held in each such account
and the payments from each such account in the accounts to be filed with the Bankruptcy Court and
provided to the TAC, the Future Claimants’ Representative, and Reorganized OC pursuant to Section
2.2(c)(i) above.
3.2 Investments. Investment of monies held in the PI Trust shall be administered in
the manner in which individuals of ordinary prudence, discretion, and judgment would act in the
management of their own affairs, subject to the following limitations and provisions:
(a) The PI Trust shall not acquire, directly or indirectly, equity in any entity (other than
Reorganized OC, or any successor to Reorganized OC) or business enterprise if,
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immediately following such acquisition, the PI Trust would hold more than 5% of the equity in
such entity or business enterprise. The PI Trust shall not hold, directly or indirectly, more than
5% of the equity in any entity (other than Reorganized OC, or any successor to Reorganized OC) or
business enterprise.
(b) The PI Trust shall not acquire or hold any long-term debt securities unless (i) such
securities are included in the PI Trust Assets under the Plan, (ii) such securities are rated “Baa”
or higher by Xxxxx’x, “BBB” or higher by Standard & Poor’s (“S&P’s”), or have been given an
equivalent investment grade rating by another nationally recognized statistical rating agency, or
(iii) have been issued or fully guaranteed as to principal and interest by the United States of
America or any agency or instrumentality thereof.
(c) The PI Trust shall not acquire or hold for longer than ninety (90) days any commercial
paper unless such commercial paper is rated “Prime-1” or higher by Xxxxx’x or “A-1” or higher by
S&P’s or has been given an equivalent rating by another nationally recognized statistical rating
agency.
(d) Excluding any securities of OC or Reorganized OC, the PI Trust shall not acquire or hold
any common or preferred stock or convertible securities unless such stock or securities are rated
“A” or higher by Xxxxx’x or “A” or higher by S&P’s or have been given an equivalent investment
grade rating by another nationally recognized statistical rating agency.
(e) Excluding any securities of OC or Reorganized OC, the PI Trust shall not acquire any debt
securities or other instruments issued by any entity (other than debt securities or other
instruments issued or fully guaranteed as to principal and interest by the United States of America
or any agency or instrumentality thereof) if, following such acquisition, the aggregate
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market value of all debt securities and instruments issued by such entity held by the PI Trust
would exceed 2% of the then current aggregate value of the PI Trust estate. The PI Trust shall not
hold any debt securities or other instruments issued by any entity (other than debt securities or
other instruments issued or fully guaranteed as to principal and interest by the United States of
America or any agency or instrumentality thereof and other than debt securities or other
instruments of Reorganized OC, or any successor to Reorganized OC) to the extent that the aggregate
market value of all securities and instruments issued by such entity held by the PI Trust would
exceed 5% of the then current aggregate value of the PI Trust Assets.
(f) The PI Trust shall not acquire or hold any certificates of deposit unless all publicly
held, long-term debt securities, if any, of the financial institution issuing the certificate of
deposit and the holding company, if any, of which such financial institution is a subsidiary, meet
the standards set forth in Section 3.2(b) above.
(g) The PI Trust may acquire and hold any securities or instruments issued by Reorganized OC
or any successor to Reorganized OC, or obtained as proceeds of litigation or otherwise to resolve
disputes, without regard to the limitations set forth in Subsections (a)-(f) above.
(h) The PI Trust shall not acquire or hold any repurchase obligations unless, in the opinion
of the Trustees, they are adequately collateralized.
(i) The PI Trust shall not acquire or hold any rights, warrants, options, or similar
securities.
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Notwithstanding anything contained in this Section 3.2 to the contrary, the PI Trust shall be
permitted to (i) accept the assignment of the Collar Agreements from OC (or its successors or
assigns), (ii) execute and deliver the Collar Agreements, (iii) execute and deliver the Trust
Registration Rights Agreement, (iv) grant the Call Options, (v) receive the Put Options, and (vi)
exercise any and all of the rights granted to it, and perform all of its obligations, under the
agreements, rights and/or instruments described in clauses (i) through (v) of this paragraph.
3.3 Source of Payments.
(a) All PI Trust expenses and payments and all liabilities with respect to claims shall be
payable solely by the Trustees out of the PI Trust Assets. Neither OC, Reorganized OC, or their
subsidiaries, any successor in interest, or the present or former shareholders, directors,
officers, employees or agents of OC, Reorganized OC, or their subsidiaries, nor the Trustees, the
TAC or Future Claimants’ Representative, or any of their officers, agents, advisors, or employees
shall be liable for the payment of any PI Trust expense or any other liability of the PI Trust.
(b) The Trustees shall include a reasonably detailed description of any payments made in
accordance with this Section 3.3 in the Annual Report.
SECTION 4
TRUSTEES; DELAWARE TRUSTEE
4.1 Number. In addition to the Delaware Trustee appointed pursuant to Section 4.11,
there shall be three (3) Trustees. The initial Trustees shall be those persons named on the
signature page hereof. At their first meeting, the initial Trustees shall designate one of their
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number to serve as the Managing Trustee of the PI Trust, with such administrative duties as
the Trustees may determine. The Trustees may change the designation of the individual to serve as
Managing Trustee from time to time as circumstances warrant.
4.2 Term of Service.
(a) The initial Trustees named pursuant to Article 4.1 above shall each serve staggered terms
of three (3), four (4) and five (5) years shown on the signature pages hereof. Thereafter, each
Trustee’s term of service shall be five (5) years. The initial Trustees shall serve from the
Effective Date until the earliest of (i) the end of his or her term, (ii) his or her death, (iii)
his or her resignation pursuant to Section 4.2(b) below, (iv) his or her removal pursuant to
Section 4.2(c) below, or (v) the termination of the PI Trust pursuant to Section 7.2 below.
(b) A Trustee may resign at any time by written notice to the remaining Trustees, the TAC and
the Future Claimants’ Representative. Such notice shall specify a date when such resignation shall
take effect, which shall not be less than 90 days after the date such notice is given, where
practicable.
(c) A Trustee may be removed by unanimous vote of the remaining Trustees in the event that he
or she becomes unable to discharge his or her duties hereunder due to accident or physical or
mental deterioration, or for other good cause. Good cause shall be deemed to include, without
limitation, any substantial failure to comply with the general administration provisions of Section
2.2 above, a consistent pattern of neglect and failure to perform or participate in performing the
duties of the Trustees hereunder, or repeated non-attendance at scheduled meetings. Such removal
shall require the approval of the Bankruptcy Court and shall take effect at such time as the
Bankruptcy Court shall determine.
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4.3 Appointment of Successor Trustees.
(a) In the event of a vacancy in the position of PI Trustee, whether by death, term
expiration, resignation or removal, the remaining Trustees shall consult with the TAC and the
Future Claimants’ Representative concerning appointment of a successor Trustee. The vacancy shall
be filled by the unanimous vote of the remaining Trustees unless a majority of the TAC or the
Future Claimants’ Representative vetoes the appointment. In the event that the remaining Trustees
cannot agree on a Successor PI Trustee, or a majority of the TAC or the Future Claimants’
Representative vetoes the appointment of the proposed successor PI Trustee, the Bankruptcy Court
shall make the appointment. Nothing shall prevent the reappointment of a PI Trustee for an
additional term or terms pursuant to the provisions of this Section 4.3(a), and there shall be no
limit on the number of terms that a Trustee may serve.
(b) Immediately upon the appointment of any Successor PI Trustee, all rights, titles, duties,
powers and authority of the predecessor PI Trustee hereunder shall be vested in, and undertaken by,
the Successor PI Trustee without any further act. No Successor PI Trustee shall be liable
personally for any act or omission of his or her predecessor Trustees.
(c) Each Successor PI Trustee shall serve until the earlier of (i) the end of a full term of
five (5) years if the predecessor PI Trustee completed his or her term, (ii) the end of the
remainder of the term of the PI Trustee whom he or she is replacing if said predecessor PI Trustee
did not complete said term, (iii) his or her death, (iv) his or her resignation pursuant to Section
4.2(b) above, (v) his or her removal pursuant to Section 4.2(c) above, or (vi) the termination of
the PI Trust pursuant to Section 7.2 below.
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4.4 Liability of Trustees, Members of the TAC and the Future Claimants’
Representative. The Trustees, the members of the TAC and the Futures Claimants’ Representative
shall not be liable to the PI Trust, to any individual holding an asbestos claim, or to any other
person, except for such individual’s own breach of trust committed in bad faith or willful
misappropriation.
4.5 Compensation and Expenses of Trustees.
(a) The Trustees shall receive compensation from the PI Trust for their services as Trustees
in the amount of $65,000.00 per annum, except that the Managing Trustee shall receive $75,000.00
per annum for his or her service. All Trustees shall receive a per diem allowance for meetings
in the amount of $2,500.00, which amount shall not be charged against the annual retainer. A
meeting is any scheduled, emergency or sub-committee meeting of the Trustees that is noticed and/or
authorized by the chairperson in which participation is either in person or telephonically and the
duration of which is no less than two (2) hours and not in excess of five (5) hours. For all other
time expended in preparation, authorized special projects, and time in excess of the (5) hours in a
meeting, the Trustees shall receive the sum of $450 per hour, and the sum of $225 per hour for
non-working travel time, in both cases computed on a quarter-hour basis. The Trustees shall have
complete discretion to determine whether a meeting occurred, for purposes of this section. The
per annum and per diem compensation payable to the Trustees hereunder shall be reviewed every year
and appropriately adjusted for changes in the cost of living. Any other changes in compensation of
the Trustees shall be made subject to the approval of the Bankruptcy Court. The Delaware Trustee
shall be paid such compensation as is agreed pursuant to a separate fee agreement.
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(b) The PI Trust will promptly reimburse the Trustees and the Delaware Trustee for all
reasonable out-of-pocket costs and expenses incurred by the Trustees in connection with the
performance of their duties hereunder.
(c) The Trustees shall include a description of the amounts paid under this
Section 4.5 in the Annual Report.
4.6 Indemnification.
(a) The PI Trust shall indemnify and defend the Trustees, the Delaware Trustee, the members of
the TAC and the Future Claimants’ Representative in the performance of their duties hereunder to
the fullest extent that a statutory trust organized under the laws of the State of Delaware is from
time to time entitled to indemnify and defend such persons against any and all liabilities,
expenses, claims, damages or losses incurred by them in the performance of their duties or in
connection with activities undertaken by them prior to the Effective Date in connection with the
formation, establishment, or funding of the PI Trust. The PI Trust may indemnify any of the
Additional Indemnitees, in the performance of their duties hereunder to the fullest extent that a
statutory trust organized under the laws of the State of Delaware is from time to time entitled to
indemnify and defend such persons against any and all liabilities, expenses, claims, damages or
losses incurred by them in the performance of their duties hereunder or in connection with
activities undertaken by them prior to the Effective Date in connection with the formation,
establishment or funding of the PI Trust. Notwithstanding the foregoing, no individual shall be
indemnified or defended in any way for any liability, expense, claim, damage, or loss for which he
or she is ultimately held liable under Section 4.4 above.
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(b) Reasonable expenses, costs and fees (including attorneys’ fees and costs) incurred by or
on behalf of a PI Trustee, a member of the TAC, the Future Claimants’ Representative or an
Additional Indemnitee in connection with any action, suit, or proceeding, whether civil,
administrative or arbitrative from which they are indemnified by the PI Trust pursuant to Section
4.6(a) above, shall be paid by the PI Trust in advance of the final disposition thereof upon
receipt of an undertaking, by or on behalf of a Trustee, a member of the TAC, the Future Claimants’
Representative or an Additional Indemnitee, to repay such amount in the event that it shall be
determined ultimately by final order that such PI Trustee, member of the TAC, Future Claimants’
Representative or Additional Indemnitee is not entitled to be indemnified by the PI Trust.
(c) The Trustees may purchase and maintain reasonable amounts and types of insurance on behalf
of an individual who is or was a PI Trustee, a member of the TAC, the Future Claimants’
Representative or an Additional Indemnitee including against liability asserted against or incurred
by such individual in that capacity or arising from his or her status as a PI Trustee, TAC member,
Future Claimants’ Representative, or officer, employee, agent or other representative of the PI
Trustees or Additional Indemnitees.
4.7 Trustees’ Lien. The Trustees, the Delaware Trustee, the members of the TAC, the
Future Claimants’ Representative and the Additional Indemnitees shall have a first priority lien
upon the PI Trust Assets to secure the payment of any amounts payable to them pursuant to Section
4.6 above.
4.8 Trustees’ Employment of Experts; Delaware Trustee’s Employment of Counsel.
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(a) The Trustees may, but shall not be required to, retain and/or consult with counsel,
accountants, appraisers, auditors, forecasters, experts, financial and investment advisors, and
other parties deemed by the Trustees to be qualified as experts on the matters submitted to them,
and, in the absence of gross negligence, the written opinion of or information provided by any such
party deemed by the Trustees to be an expert on the particular matter submitted to him or her by
the Trustees shall be full and complete authorization and protection in respect of any action taken
or not taken by the Trustees hereunder in good faith and in accordance with the written opinion of
or information provided by any such party.
(b) The Delaware Trustee shall be permitted to retain counsel only in such circumstances as
required in the exercise of its obligations hereunder and compliance with the advice of such
counsel shall be full and complete authorization and protection for actions taken or not taken by
the Delaware Trustee in good faith in compliance with such advice.
4.9 Trustees’ Independence. The Trustees shall not, during the term of their service,
hold a financial interest in, act as attorney or agent for, or serve as any other professional for
Reorganized OC. No PI Trustee shall act as an attorney for any person who holds an asbestos claim.
For the avoidance of doubt, this Section shall not be applicable to the Delaware Trustee.
4.10 Bond. The Trustees and the Delaware Trustee shall not be required to post any
bond or other form of surety or security unless otherwise ordered by the Bankruptcy Court.
4.11 Delaware Trustee.
(a) There shall at all times be a Delaware Trustee. The Delaware Trustee shall either be (i) a
natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity that has its principal place of business in the State of Delaware,
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otherwise meets the requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be
eligible in accordance with the provisions of this Section 4.11, it shall resign immediately in the
manner and with the effect hereinafter specified in Section 4.11(c) below. For the avoidance of
doubt, the Delaware Trustee will only have such rights and obligations as expressly provided by
reference to the Delaware Trustee hereunder.
(b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities, of the Trustees set forth herein. The Delaware
Trustee shall be one of the trustees of the PI Trust for the sole and limited purpose of fulfilling
the requirements of Section 3807 of the Act and for taking such actions as are required to be taken
by a Delaware Trustee under the Act. The duties (including fiduciary duties), liabilities and
obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the
PI Trust in the State of Delaware and (ii) the execution of any certificates required to be filed
with the Secretary of State of the State of Delaware that the Delaware Trustee is required to
execute under Section 3811 of the Act and there shall be no other duties (including fiduciary
duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee.
(c) The Delaware Trustee shall serve until such time as the Trustees remove the Delaware
Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the
Trustees in accordance with the terms of Section 4.11(d) below. The Delaware Trustee may resign at
any time upon the giving of at least 60 days’ advance written notice to the Trustees; provided,
that such resignation shall not become effective unless and until a successor Delaware Trustee
shall have been appointed by the Trustees in accordance with Section 4.11(d)
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below. If the Trustees do not act within such 60-day period, the Delaware Trustee may apply to the
Court of Chancery of the State of Delaware for the appointment of a successor Delaware Trustee.
(d) Upon the resignation or removal of the Delaware Trustee, the Trustees shall appoint a
successor Delaware Trustee by delivering a written instrument to the outgoing Delaware Trustee. Any
successor Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any
resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee
shall not become effective until a written acceptance of appointment is delivered by the successor
Delaware Trustee to the outgoing Delaware Trustee and the Trustees and any fees and expenses due to
the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the
successor Delaware Trustee shall become fully vested with all of the rights, powers, duties and
obligations of the outgoing Delaware Trustee under this PI Trust Agreement, with like effect as if
originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its
duties and obligations under this PI Trust Agreement.
SECTION 5
TRUST ADVISORY COMMITTEE
5.1 Members. The TAC shall consist of nine (9) members, who shall initially be the
persons named on the signature page hereof.
5.2 Duties. The members of the TAC shall serve in a fiduciary capacity representing
all holders of present PI Trust Claims. The Trustees must consult with the TAC on matters
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identified in Section 2.2(e) above and in other provisions herein, and must obtain the consent
of the TAC on matters identified in Section 2.2(f) above. Where provided in the TDP, certain other
actions by the Trustees are also subject to the consent of the TAC.
5.3 Term of Office.
(a) The initial members of the TAC shall serve the staggered three-, four, or five-year terms
shown on the signature pages hereof. Thereafter, each term of office shall be for five years.
Each member of the TAC shall serve until the earliest of (i) the end of his or her full term in
office, (ii) his or her death, (iii) his or her resignation pursuant to Section 5.3(b) below,
(iv) his or her removal pursuant to Section 5.3(c) below, or (v) the termination of the PI Trust
pursuant to Section 7.2 below.
(b) A member of the TAC may resign at any time by written notice to the other members of the
TAC, the Trustees and the Future Claimants’ Representative. Such notice shall specify a date when
such resignation shall take effect, which shall not be less than ninety (90) days after the date
such notice is given, where practicable.
(c) A member of the TAC may be removed in the event that he or she becomes unable to discharge
his or her duties hereunder due to accident, physical deterioration, mental incompetence, or a
consistent pattern of neglect and failure to perform or to participate in performing the duties of
such member hereunder, such as repeated non-attendance at scheduled meetings, or other good cause.
Such removal shall be made at the recommendation of the remaining members of the TAC with the
approval of the Bankruptcy Court.
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5.4 Appointment of Successor.
(a) If, prior to the termination of service of a member of the TAC other than as a result of
removal, he or she has designated in writing an individual to succeed him or her as a member of the
TAC, such individual shall be his or her successor. If such member of the TAC did not designate an
individual to succeed him or her prior to the termination of his or her service as contemplated
above, such member’s law firm may designate his or her successor. If (i) a member of the TAC did
not designate an individual to succeed him or her prior to the termination of his or her service
and such member’s law firm does not designate his or her successor as contemplated above or (ii) he
or she is removed pursuant to Section 5.3(c) above, his or her successor shall be appointed by a
majority of the remaining members of the TAC or, if such members cannot agree on a successor, the
Bankruptcy Court. Nothing in this Agreement shall prevent the reappointment of an individual
serving as a member of the TAC for an additional term or terms, and there shall be no limit on the
number of terms that a TAC member may serve.
(b) Each successor TAC member shall serve until the earliest of (i) the end of the full term
of five (5) years for which he or she was appointed if his or her immediate predecessor member of
the TAC completed his or her term, (ii) the end of the term of the member of the TAC whom he or she
replaced if his or her predecessor member did not complete such term (iii) his or her death, (iv)
his or her resignation pursuant to Section 5.3(b) above, (v) his or her removal pursuant to Section
5.3(c) above, or (vi) the termination of the PI Trust pursuant to Section 7.2 below.
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5.5 TAC’s Employment of Professionals.
(a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers,
auditors, forecasters, experts, and financial and investment advisors, and such other parties
deemed by the TAC to be qualified as experts on matters submitted to the TAC (the “TAC
Professionals”). The TAC and the TAC Professionals shall at all times have complete access to the
PI Trust’s officers, employees and agents, as well as to any counsel, accountants, appraisers,
auditors, forecasters, experts and financial and investment advisors retained by the PI Trust
(“Trust Professionals”), and shall also have complete access to all information generated by them
or otherwise available to the PI Trust or the Trustees, provided that any information provided by
the PI Trust or the Trust Professionals shall not constitute a waiver of any applicable privilege.
In the absence of gross negligence, the written opinion of or information provided by any TAC
Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular
matter submitted to the TAC shall be full and complete authorization and protection in support of
any action taken or not taken by the TAC in good faith and in accordance with the written opinion
of or information provided by the TAC Professional or Trust Professional.
(b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all
reasonable fees and costs associated with the TAC’s employment of legal counsel pursuant to this
provision in connection with the TAC’s performance of its duties hereunder. The Trust shall also
promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs
associated with the TAC’s employment of any other TAC Professional pursuant to this provision in
connection with the TAC’s performance of its duties hereunder; provided, however, that (i) the TAC
has first submitted to the Trust a written request for such
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reimbursement setting forth the reasons (A) why the TAC desires to employ such TAC Professional,
and (B) why the TAC cannot rely on Trust Professionals to meet the needs of the TAC for such
expertise or advice, and (ii) the Trust has approved the TAC’s request for reimbursement in
writing. If the Trust agrees to pay for the services of the TAC Professional, such reimbursement
shall be treated as a Trust Expense. If the Trust declines to pay for the services of the TAC
Professional, it must set forth its reasons in writing. If the TAC still desires to employ the TAC
Professional at Trust expense, the TAC and the Trustees shall resolve their dispute pursuant to
Section 7.13 below.
5.6 Compensation and Expenses of TAC. The members of the TAC shall receive
compensation from the PI Trust for their services as TAC members in the form of a reasonable hourly
rate set by the Trustees for attendance at meetings or other conduct of PI Trust business. The
members of the TAC shall also be reimbursed promptly for all reasonable out-of-pocket costs and
expenses incurred by the TAC members in connection with the performance of their duties hereunder.
Such reimbursement or direct payment shall be deemed a PI Trust expense. The Trustees shall include
a description of the amounts paid under this Section 5.6 in the accounts to be filed with the
Bankruptcy Court and provided to the Trustees, the Future Claimants’ Representative, and
Reorganized OC pursuant to Section 2.2(c)(i).
5.7 Procedures for Consultation With and Obtaining the Consent of the TAC.
(a) Consultation Process.
(i) In the event the Trustees are required to consult with the TAC pursuant to Section 2.2(e)
above or on other matters as provided herein, the Trustees shall provide the TAC with written
advance notice of the matter under consideration, and with all relevant
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information concerning the matter as is reasonably practicable under the circumstances. The
Trustees shall also provide the TAC with such reasonable access to Professionals and other experts
retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time
that the Trustees are considering such matter, and shall also provide the TAC the opportunity, at
reasonable times and for reasonable periods of time, to discuss and comment on such matter with the
Trustees.
(ii) In determining when to take definitive action on any matter subject to the consultation
procedures set forth in this Section 5.7(a), the Trustees shall take into consideration the time
required for the TAC, if its members so wish, to engage and consult with its own independent
financial or investment advisors as to such matter. In any event, the Trustees shall not take
definitive action on any such matter until at least thirty (30) days after providing the TAC with
the initial written notice that such matter is under consideration by the Trustees, unless such
time period is waived by the TAC.
(b) Consent Process.
(i) In the event the Trustees are required to obtain the consent of the TAC pursuant to
Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their
consent is being sought pursuant to that provision, describing in detail the nature and scope of
the action the Trustees propose to take, and explaining in detail the reasons why the Trustees
desire to take such action. The Trustees shall provide the TAC as much relevant additional
information concerning the proposed action as is reasonably practicable under the circumstances.
The Trustees shall also provide the TAC with such reasonable access to Professionals and other
experts retained by the PI Trust and its staff (if any) as the TAC may
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reasonably request during the time that the Trustees are considering such action, and shall
also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to
discuss and comment on such action with the Trustees.
(ii) The TAC must consider in good faith and in a timely fashion any request for its consent
by the Trustees, and must in any event advise the Trustees in writing of its consent or its
objection to the proposed action within 30 days of receiving the original request for consent from
the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold
its consent, it must explain in detail its objections to the proposed action. If the TAC does not
advise the Trustees in writing of its consent or its objections to the action within 30 days of
receiving notice regarding such request, the TAC’s consent to the proposed actions shall be deemed
to have been affirmatively granted.
(iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues
to object to the proposed action and to withhold its consent to the proposed action, the Trustees
and/or the TAC shall resolve their dispute pursuant to Section 7.13. However, the burden of proof
with respect to the validity of the TAC’s objection and withholding of its consent shall be on the
TAC.
SECTION 6
THE FUTURE CLAIMANTS’ REPRESENTATIVE
6.1 Duties. The Future Claimants’ Representative shall be the individual identified
on the signature pages hereto. He or she shall serve in a fiduciary capacity, representing the
interests of the holders of future PI Trust Claims for the purpose of protecting the rights of such
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persons. The Trustees must consult with the Future Claimants’ Representative on matters
identified in Section 2.2(e) above and on certain other matters provided herein, and must obtain
the consent of the Future Claimants’ Representative on matters identified in Section 2.2(f) above.
Where provided in the TDP, certain other actions by the Trustees are also subject to the consent of
the Future Claimants’ Representative.
6.2 Term of Office.
(a) The Future Claimants’ Representative shall serve until the earlier of (i) his or her
death, (ii) his or her resignation pursuant to Section 6.2(b) below, (iii) his or her removal
pursuant to Section 6.2(c) below, or (iv) the termination of the PI Trust pursuant to Section 7.2
below.
(b) The Future Claimants’ Representative may resign at any time by written notice to the
Trustees. Such notice shall specify a date when such resignation shall take effect, which shall
not be less than ninety (90) days after the date such notice is given, where practicable.
(c) The Future Claimants’ Representative may be removed by the Bankruptcy Court in the event
he or she becomes unable to discharge his or her duties hereunder due to accident, physical
deterioration, mental incompetence, or a consistent pattern of neglect and failure to perform or to
participate in performing the duties hereunder, such as repeated non-attendance at scheduled
meetings, or other good cause.
6.3 Appointment of Successor. A vacancy caused by death or resignation shall be
filled with an individual nominated prior to the death or the effective date of the resignation by
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the deceased or resigning Future Claimants’ Representative, and a vacancy caused by removal of the
Future Claimants’ Representative shall be filled with an individual nominated by the Trustees in
consultation with the TAC, subject, in each case, to the approval of the Bankruptcy Court. In the
event a majority of the Trustees cannot agree, or a nominee has not been pre-selected, the
successor shall be chosen by the Bankruptcy Court.
6.4 Future Claimants’ Representative’s Employment of Professionals.
(a) The Future Claimants’ Representative may but is not required to retain and/or consult
counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment
advisors, and such other parties deemed by the Future Claimants’ Representative to be qualified as
experts on matters submitted to the Future Claimants’ Representative (the “Future Representative
Professionals”). The Future Claimants’ Representative and the Future Representative Professionals
shall at all times have complete access to the PI Trust’s officers, employees and agents, as well
as to Trust Professionals, and shall also have complete access to all information generated by them
or otherwise available to the PI Trust or the Trustees, provided that any information provided by
the PI Trust or the Trust Professionals shall not constitute a waiver of any applicable privilege.
In the absence of gross negligence, the written opinion of or information provided by any Future
Representative Professional or Trust Professional deemed by the Future Claimants’ Representative to
be qualified as an expert on the particular matter submitted to the Future Claimants’
Representative shall be full and complete authorization and protection in support of any action
taken or not taken by the Future Claimants’ Representative in good faith and in accordance with the
written opinion of or information provided by the Future Representative Professional or Trust
Professional.
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(b) The Trust shall promptly reimburse, or pay directly if so instructed, the Future
Claimants’ Representative for all reasonable fees and costs associated with the Future Claimants’
Representative’s employment of legal counsel pursuant to this provision in connection with the
Future Claimants’ Representative’s performance of his or her duties hereunder. The Trust shall
also promptly reimburse, or pay directly if so instructed, the Future Claimants’ Representative for
all reasonable fees and costs associated with the Future Claimants’ Representative’s employment of
any other Future Representative Professionals pursuant to this provision in connection with the
Future Claimants’ Representative’s performance of his or her duties hereunder; provided, however,
that (i) the Future Claimants’ Representative has first submitted to the Trust a written request
for such reimbursement setting forth the reasons (A) why the Future Claimants’ Representative
desires to employ the Future Representative Professional, and (B) why the Future Claimants’
Representative cannot rely on Trust Professionals to meet the need of the Future Claimants’
Representative for such expertise or advice, and (ii) the Trust has approved the Future Claimants’
Representative’s request for reimbursement in writing. If the Trust agrees to pay for the Future
Representative Professional, such reimbursement shall be treated as a Trust Expense. If the Trust
declines to pay for the Future Representative Professional, it must set forth its reasons in
writing. If the Future Claimants’ Representative still desires to employ the Future Representative
Professional at Trust expense, the Future Claimants’ Representative and the Trustees shall resolve
their dispute pursuant to Section 7.13 below.
6.5 Compensation and Expenses of the Future Claimants’ Representative. The Future
Claimants’ Representative shall receive compensation from the PI Trust in the form of the Future
Claimants’ Representative’s normal hourly rate for services performed. The PI Trust will promptly
reimburse the Future Claimants’ Representative for all reasonable out-of-pocket costs
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and expenses incurred by the Future Claimants’ Representative in connection with the
performance of his or her duties hereunder. Such reimbursement or direct payment shall be deemed a
PI Trust expense. The Trustees shall include a description of the amounts paid under this Section
6.5 in the accounts to be filed with the Bankruptcy Court and provided to the Trustees, the Future
Claimants’ Representative, and Reorganized OC pursuant to Section 2.2(c)(i).
| 6.6 | Procedures for Consultation With and Obtaining the Consent of the Future Claimants’ Representative. |
(a) Consultation Process.
(i) In the event the Trustees are required to consult with the Future Claimants’
Representative pursuant to Section 2.2(e) above or on any other matters specified herein, the
Trustees shall provide the Future Claimants’ Representative with written advance notice of the
matter under consideration, and with all relevant information concerning the matter as is
reasonably practicable under the circumstances. The Trustees shall also provide the Future
Claimants’ Representative with such reasonable access to Trust Professionals and other experts
retained by the PI Trust and its staff (if any) as the Future Claimants’ Representative may
reasonably request during the time that the Trustees are considering such matter, and shall also
provide the Future Claimants’ Representative the opportunity, at reasonable times and for
reasonable periods of time, to discuss and comment on such matter with the Trustees.
(ii) In determining when to take definitive action on any matter subject to the consultation
process set forth in this Section 6.6(a), the Trustees shall take into consideration the time
required for the Future Claimants’ Representative, if he or she so wishes, to engage and consult
with his or her own independent financial or investment advisors as to
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such matter. In any event, the Trustees shall not take definitive action on any such matter
until at least thirty (30) days after providing the Future Claimants’ Representative with the
initial written notice that such matter is under consideration by the Trustees, unless such period
is waived by the Future Claimants’ Representative.
(b) Consent Process.
(i) In the event the Trustees are required to obtain the consent of the Future Claimants’
Representative pursuant to Section 2.2(f) above, the Trustees shall provide the Future Claimants’
Representative with a written notice stating that his or her consent is being sought pursuant to
that provision, describing in detail the nature and scope of the action the Trustees propose to
take, and explaining in detail the reasons why the Trustees desire to take such action. The
Trustees shall provide the Future Claimants’ Representative as much relevant additional information
concerning the proposed action as is reasonably practicable under the circumstances. The Trustees
shall also provide the Future Claimants’ Representative with such reasonable access to Trust
Professionals and other experts retained by the PI Trust and its staff (if any) as the Future
Claimants’ Representative may reasonably request during the time that the Trustees are considering
such action, and shall also provide the Future Claimants’ Representative the opportunity, at
reasonable times and for reasonable periods of time, to discuss and comment on such action with the
Trustees.
(ii) The Future Claimants’ Representative must consider in good faith and in a timely fashion
any request for his or her consent by the Trustees, and must in any event advise the Trustees in
writing of his or her consent or objection to the proposed action within 30 days of receiving the
original request for consent from the Trustees. The Future Claimants’
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Representative may not withhold his or her consent unreasonably. If the Future Claimants’
Representative decides to withhold consent, he or she must explain in detail his or her objections
to the proposed action. If the Future Claimants’ Representative does not advise the Trustees in
writing of his or her consent or objections to the proposed action within 30 days of receiving the
notice from the Trustees regarding such consent, the Future Claimants’ Representative’s consent
shall be deemed to have been affirmatively granted.
(iii) If, after following the procedures specified in this Section 5.7(b), the Future
Claimants’ Representative continues to object to the proposed action and to withhold its consent to
the proposed action, the Trustees and/or the Future Claimants’ Representative shall resolve their
dispute pursuant to Section 7.13. However, the burden of proof with respect to the validity of the
Future Claimants’ Representative’s objection and withholding of his or her consent shall be on the
Future Claimants’ Representative.
SECTION 7
GENERAL PROVISIONS
7.1 Irrevocability. The PI Trust is irrevocable.
7.2 Term; Termination.
(a) The term for which the PI Trust is to exist shall commence on the date of the filing of
the Certificate of Trust and shall terminate pursuant to the provisions of Section 7.2 below.
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(b) The PI Trust shall automatically dissolve on the date (the “Dissolution Date”) ninety (90)
days after the first to occur of the following events:
(i) the date on which the Trustees decide to dissolve the PI Trust because (A) they deem it
unlikely that new asbestos claims will be filed against the PI Trust, (B) all PI Trust Claims duly
filed with the PI Trust have been liquidated and paid to the extent provided in this PI Trust
Agreement and the TDP or disallowed by a final, non-appealable order, to the extent possible based
upon the funds available through the Plan, and (C) twelve (12) consecutive months have elapsed
during which no new asbestos claim has been filed with the PI Trust; or
(ii) if the Trustees have procured and have in place irrevocable insurance policies and have
established claims handling agreements and other necessary arrangements with suitable third parties
adequate to discharge all expected remaining obligations and expenses of the PI Trust in a manner
consistent with this PI Trust Agreement and the TDP, the date on which the Bankruptcy Court enters
an order approving such insurance and other arrangements and such order becomes a final order; or
(iii) to the extent that any rule against perpetuities shall be deemed applicable to the PI
Trust, twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of
all of the descendants of Xxxxxx X. Xxxxxxx, Xx., of Massachusetts, father of the late President
Xxxx X. Xxxxxxx, living on the date hereof.
(c) On the Dissolution Date or as soon as reasonably practicable, after the wind-up of the PI
Trust’s affairs by the Trustees and payment of all the PI Trust’s liabilities have been provided
for as required by applicable law including Section 3808 of the Act, all
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monies remaining in the PI Trust estate shall be given to such organization(s) exempt from
federal income tax under Section 501(c)(3) of the Internal Revenue Code, which tax-exempt
organization(s) shall be selected by the Trustees using their reasonable discretion; provided,
however, that (i) if practicable, the activities of the selected tax-exempt organization(s) shall
be related to the treatment of, research on, or the relief of suffering of individuals suffering
from asbestos related lung disease or disorders, and (ii) the tax-exempt organization(s) shall not
bear any relationship to Reorganized OC within the meaning of Section 468B(d)(3) of the Internal
Revenue Code. Notwithstanding any contrary provision of the Plan and related documents, this
Section 7.2(c) cannot be modified or amended.
(d) Following the dissolution and distribution of the assets of the PI Trust, the PI Trust
shall terminate and the Trustees, or any one of them, shall execute and cause a Certificate of
Cancellation of the Certificate of Trust of the PI Trust to be filed in accordance with the Act.
Notwithstanding anything to the contrary contained in this PI Trust Agreement, the existence of the
PI Trust as a separate legal entity shall continue until the filing of such Certificate of
Cancellation.
7.3 Amendments. The Trustees, after consultation with the TAC and the Future
Claimants’ Representative, and subject to the consent of the TAC and the Future Claimants’
Representative, may modify or amend this PI Trust Agreement and the PI Trust By-laws. The Trustees,
after consultation with the TAC and the Future Claimants’ Representative, and subject to the
consent of the TAC and the Future Claimants’ Representative, may modify or amend the TDP, provided,
however, that no amendment to the TDP shall be inconsistent with the limitations on amendments
provided therein, and, in particular, the provisions limiting amendment of the Claims Payment Ratio
set forth in Section 2.5 of the TDP and of the Payment
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Percentage set forth in Section 4.2 of the TDP. Any modification or amendment made pursuant to
this Article must be done in writing. Notwithstanding anything contained in this PI Trust
Agreement to the contrary, neither this PI Trust Agreement, the PI Trust Bylaws, the TDP, nor any
document annexed to the foregoing shall be modified or amended in any way that could jeopardize,
impair, or modify the applicability of Section 524(g) of the Bankruptcy Code, the efficacy or
enforceability of the injunction entered thereunder, or the PI Trust’s qualified settlement fund
status under Section 468B of the Internal Revenue Code.
7.4 Severability. Should any provision in this PI Trust Agreement be determined to be
unenforceable, such determination shall in no way limit or affect the enforceability and operative
effect of any and all other provisions of this PI Trust Agreement.
7.5 Notices. Notices to persons asserting claims shall be given by first class mail,
postage prepaid, at the address of such person, or, where applicable, such person’s legal
representative, in each case as provided on such person’s claim form submitted to the PI Trust with
respect to his or her PI Trust Claim.
(a) Any notices or other communications required or permitted hereunder to the following
parties shall be in writing and delivered at the addresses designated below, or sent by electronic
mail or facsimile pursuant to the instructions listed below, or mailed by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows, or to such other address or
addresses as may hereafter be furnished in writing to each of the other parties listed below in
compliance with the terms hereof.
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| To the PI Trust through the Trustees: | ||||||
| Xxxxx Xxxx, Esq. | ||||||
| Huge Law Firm | ||||||
| 00 X. Xxxxxxx Xxxxxx | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| D. XxXxxx Xxxxxxx, Esq. | ||||||
| 0000 Xxxxxxxxx Xxxxx | ||||||
| Xxxxxx, XX 00000 | ||||||
| E-mail: xxxxxxxx@xxxxxxxxx.xxx | ||||||
| Xxx. Xxxx X. Xxxxxxxx (Xxx.) | During December – February: | |||||
| X.X. Xxx 000 | 00 Xxxx Xxxxxxxx | |||||
| 0000 Xxxx Xxxx | Xxxxxxx, XX 00000 | |||||
| Xxxxxxx Xxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxxxxx@xxxxx.xxx | ||||||
| xxxxxxxxx@xxxxxxxxx.xxx | ||||||
| To the Delaware Trustee: | ||||||
| Wilmington Trust Company | ||||||
| 0000 X. Xxxxxx Xxxxxx | ||||||
| Xxxxxxxxxx, XX 00000-0000 | ||||||
| Attention: Corporate Custody | ||||||
| To Reorganized OC: | ||||||
| Xxxxx Corning | ||||||
| Xxx Xxxxx Xxxxxxx Xxxxxxx | ||||||
| Xxxxxx, XX 00000 | ||||||
| Attention: | ||||||
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| To the TAC: | ||||||
| Xxxxxxx X. Xxxxxxx, Esq. | ||||||
| Law Offices of Xxxxxxx X. Xxxxxxx | ||||||
| P.O. Box 2010 | ||||||
| 00000 Xxxxxx Xxxxxxx XX | ||||||
| Xxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxx@xxxxxxxxxxxx.xxx | ||||||
| Xxxxxxx Xxxx, Esq. | ||||||
| Baron & Xxxx, PC | ||||||
| 0000 Xxx Xxxx Xxxxxx, Xxxxx 0000 | ||||||
| Xxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxx@xxxxxxxxx.xxx | ||||||
| Xxxx X. Xxxxxx, Esq. | ||||||
| Xxxxxx & Xxxxxx | ||||||
| 000 X. XxXxxxx Xxxxxx, 00xx Xxxxx | ||||||
| Xxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxxx@xxxxxxxxxxxx.xxx | ||||||
| Xxxxx X. Xxxxxxx, Esq. | ||||||
| The Xxxxxxx Law Firm | ||||||
| 0000 Xxxxx xx Xxxx Xxxxxxxxx | ||||||
| Xxxxx 000 | ||||||
| Xxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxx@xxxxxxx.xxx | ||||||
| Xxxxxxxx Xxxxxxxx, Esq. | ||||||
| Xxxxxxxx, Xxxxxx & White, PC | ||||||
| 0000 Xxxxx Xxxxxx, 0xx Xxxxx | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxxxxx@xxxxxx.xxx | ||||||
| Xxxxxx Xxxxx, Esq. | ||||||
| Kazan, McClain, Abrams, Fernandez, Xxxxx & Farrise | ||||||
| 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx | ||||||
| Xxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxx@xxxxxxxx.xxx | ||||||
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| Xxxxxx X. Xxxx, Esq. | ||||||
| Motley Rice LLC | ||||||
| 00 Xxxxxxxxxx Xxxxxxxxx | ||||||
| Xxxxx Xxxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxx@xxxxxxxxxx.xxx | ||||||
| Xxxxxx X. Xxxxx, Xx., Esq. | ||||||
| Law Offices of Xxxxx X. Xxxxxxx | ||||||
| 000 X. Xxxxxxx Xxxxxx | ||||||
| 00xx Xxxxx | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxx@xxxxxx.xxx | ||||||
| Xxxxx Xxxxx, Esq. | ||||||
| Xxxxx & Xxxxxxxxx | ||||||
| 000 Xxxxxx Xxxx | ||||||
| Xxx Xxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxx@xxxxxxxx.xxx | ||||||
| To the Future Claimants’ Representative: | ||||||
| Xxxxx X. XxXxxxxxx, Esq. | ||||||
| Vorys, Xxxxx, Xxxxxxx & Xxxxx, LLP | ||||||
| 2100 One Cleveland Center | ||||||
| 0000 Xxxx 0xx Xxxxxx | ||||||
| Xxxxxxxxx, XX 00000 | ||||||
| Facsimile: (000) 000-0000 | ||||||
| E-mail: xxxxxxxxxxx@xxxx.xxx | ||||||
(b) All such notices and communications if mailed shall be effective when physically delivered
at the designated addresses or, if electronically transmitted, when the communication is received
at the designated addresses and confirmed by the recipient by return transmission.
- 45 -
7.6 Successors and Assigns. The provisions of this PI Trust Agreement shall be
binding upon and inure to the benefit of OC, Reorganized OC, the PI Trust, and the Trustees and
their respective successors and assigns, except that neither OC, Reorganized OC, the PI Trust, or
the Trustees may assign or otherwise transfer any of its, or their, rights or obligations under
this PI Trust Agreement except, in the case of the PI Trust and the Trustees, as contemplated by
Section 2.1 above.
7.7 Limitation on Claim Interests for Securities Laws Purposes. PI Trust Claims, and
any interests therein (a) shall not be assigned, conveyed, hypothecated, pledged or otherwise
transferred, voluntarily or involuntarily, directly or indirectly, except by will or under the laws
of descent and distribution; (b) shall not be evidenced by a certificate or other instrument; (c)
shall not possess any voting rights; and (d) shall not be entitled to receive any dividends or
interest; provided, however, that clause (a) of this Section 7.8 shall not apply to the holder of a
claim that is subrogated to a PI Trust Claim as a result of its satisfaction of such PI Trust
Claim.
7.8 Entire Agreement; No Waiver. The entire agreement of the parties relating to the
subject matter of this PI Trust Agreement is contained herein and in the documents referred to
herein, and this PI Trust Agreement and such documents supersede any prior oral or written
agreements concerning the subject matter hereof. No failure to exercise or delay in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any further exercise thereof
or of any other right, power or privilege. The rights and remedies herein provided are cumulative
and are not exclusive of rights under law or in equity.
- 46 -
7.9 Headings. The headings used in this PI Trust Agreement are inserted for
convenience only and do not constitute a portion of this PI Trust Agreement, nor in any manner
affect the construction of the provisions of this PI Trust Agreement.
7.10 Governing Law. This PI Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to Delaware conflict of law
principles.
7.11 Settlors’ Representations and Cooperation. OC is hereby irrevocably designated
as the Settlor, and is hereby authorized to take any action required of the Settlor in connection
with the PI Trust Agreement. OC agrees to cooperate in implementing the goals and objectives of
this PI Trust.
7.12 Dispute Resolution. Any disputes that arise under this PI Trust Agreement or
under the TDP among the parties hereto shall be resolved by submission of the matter to an
alternative dispute resolution (“ADR”) process mutually agreeable to the parties involved. Should
any party to the ADR process be dissatisfied with the decision of the arbitrator(s), that party may
apply to the Bankruptcy Court for a judicial determination of the matter. Any review conducted by
the Bankruptcy Court shall be de novo. In any case, if the dispute arose pursuant to the consent
provision set forth in Section 5.7(b) (in the case of the TAC) or Section 6.6(b) (in the case of
the Future Claimants’ Representative), the burden of proof shall be on the party or parties who
withheld consent to show that the objection was valid. Should the dispute not be resolved by ADR
process within thirty (30) days after submission, the parties are relieved of the requirement to
pursue ADR prior to application to the Bankruptcy Court. If the Trustees determine that the matter
in dispute is exigent and cannot await the completion of the ADR
- 47 -
process, the Trustees shall have the discretion to elect out of the ADR process altogether or
at any stage of the process and seek resolution of the dispute in the Bankruptcy Court.
Notwithstanding anything else herein contained, to the extent any provision of this PI Trust
Agreement is inconsistent with any provision of the Plan or the TDP, the Plan or the TDP, as the
case may be, shall control.
7.13 Enforcement and Administration. The provisions of this PI Trust Agreement and
the TDP attached hereto shall be enforced by the Bankruptcy Court pursuant to the Plan. The
parties hereby further acknowledge and agree that the Bankruptcy Court shall have exclusive
jurisdiction over the settlement of the accounts of the Trustees and over any disputes hereunder
not resolved by alternative dispute resolution in accordance with Section 7.13 above.
7.14 Effectiveness. This PI Trust Agreement shall not become effective until it has
been executed and delivered by all the parties hereto.
7.15 Counterpart Signatures. This PI Trust Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this PI Trust Agreement this 31st
day of October, 2006.
| SETTLOR: Xxxxx Corning | ||||||
| By: | /s/Xxxxxxx X. Xxxxx
|
|||||
| Name and Title | ||||||
TRUSTEES
- 48 -
| /s/Xxxxx Xxxx
|
||||
| Expiration Date of Initial Term: Fourth | ||||
| Anniversary of the date of this PI Trust Agreement | ||||
| /s/D. XxXxxx Xxxxxxx
|
||||
| Expiration Date of Initial Term: Fifth | ||||
| Anniversary of the date of this PI Trust Agreement | ||||
| /s/Xxxx X. Xxxxxxxx
|
||||
| Expiration Date of Initial Term: Third | ||||
| Anniversary of the date of this PI Trust Agreement |
| ASBESTOS CLAIMANTS COMMITTEE | ||||||
| By: | /s/Xxxxx Van X. Xxxxxxxx
|
|||||
| TRUST ADVISORY COMMITTEE | ||||||
| /s/Xxxxxxx Xxxxxxx
|
||||
| Expiration Date of Initial Term: Fourth | ||||
| Anniversary of the date of this PI Trust Agreement | ||||
| /s/Xxxxxxx X. Xxxx
|
||||
| Expiration Date of Initial Term: Fifth | ||||
| Anniversary of the date of this PI Trust Agreement |
- 49 -
| /s/Xxxx X. Xxxxxx
|
||||
| Expiration Date of Initial Term: Third Anniversary | ||||
| of the date of this PI Trust Agreement | ||||
| /s/Xxxxx Xxxxxxx
|
||||
| Expiration Date of Initial Term: Fourth Anniversary | ||||
| of the date of this PI Trust Agreement | ||||
| /s/Xxxxxxxx Xxxxxxxx
|
||||
| Expiration Date of Initial Term: Third Anniversary | ||||
| of the date of this PI Trust Agreement | ||||
| /s/Xxxxxx Xxxxx
|
||||
| Expiration Date of Initial Term: Fifth | ||||
| Anniversary of the date of this PI Trust Agreement | ||||
| /s/Xxxxxx X. Xxxx
|
||||
| Expiration Date of Initial Term: Fourth Anniversary | ||||
| of the date of this PI Trust Agreement | ||||
| /s/Xxxxxx X. Xxxxx
|
||||
| Expiration Date of Initial Term: Third Anniversary | ||||
| of the date of this PI Trust Agreement |
- 50 -
| /s/Xxxxx Xxxxx | ||||||
| Xxxxx Xxxxx, Esq. | ||||||
| Expiration Date of Initial Term: Fifth | ||||||
| Anniversary of the date of this PI Trust Agreement | ||||||
| FUTURE CLAIMANTS’ REPRESENTATIVE | ||||||
| /s/Xxxxx X. XxXxxxxxx | ||||||
| Xxxxx X. XxXxxxxxx | ||||||
| DELAWARE TRUSTEE: Wilmington Trust | ||||||
| Company | ||||||
| By: | /s/Xxxxxxxx Xxxxxxx | |||||
| Xxxxxxxx Xxxxxxx | ||||||
| Vice President | ||||||
- 51 -
