Uniroyal Holding - Chapter 11 Plan Terms

Plan Terms

Overview

• Uniroyal Holding, Inc. and Great Hill Corporation filed a revised joint prearranged Chapter 11 liquidating plan on Sept. 22, 2026 that funds an asbestos settlement trust with $31.5 million in cash, the debtors' rights under specified settlements, and the debtors' insurance rights; the revision responds to comments on the original plan filed on the July 31, 2026 petition date, and a redline against the original accompanies the filing.
• The plan is a liquidating plan built around a settlement trust that assumes all asbestos personal injury and wrongful death liability of the debtors and their estates. Because the debtors are liquidating, confirmation does not discharge them under section 1141.
• Supporting parties and case constituencies:
  • The debtors entered into a restructuring support agreement dated as of the July 31, 2026 petition date with the supporting counsel identified in that agreement.
  • An ad hoc group of law firms, listed on Schedule 1 to the plan, formed to advance the common interest of those firms and their respective clients. The group's law firms and other professionals, whether retained under an executory contract between a debtor and the group (assumed or not) or reimbursed by the debtors under a court order, are treated as professionals under the plan.
  • The Official Committee of Tort Claimants was appointed Aug. 20, 2026. The revised plan replaces the original plan's placeholder reference to any statutory unsecured creditors' committee with the tort claimants committee, so every committee role in the plan now runs to it: it selects the trustee and the trust advisory committee members, prepares the trust agreement and trust distribution procedures, may designate a plan administrator other than the trustee, must find the plan, the confirmation order, and the disputed claims estimate reasonably acceptable, and must consent to the debtors' notice of effectiveness. The revision also shifts the consent right over waiver of effective date conditions from the ad hoc group to the committee.
• Asbestos claims are defined broadly as any known or unknown claim attributable to or arising from an alleged personal injury tort or wrongful death claim related to asbestos, whether or not diagnosable or manifested before confirmation or case closing, together with any derivative claim. The category splits into direct claims, including those asserted by individuals alleged to hold a personal injury tort or wrongful death claim within the meaning of 28 U.S.C. § 157(b)(2)(B), and indirect claims for contribution, indemnity, reimbursement, subrogation, or any other claim derivative of a direct claim, including hold-harmless or payment obligations under any prepetition settlement, insurance policy, agreement, or contract.
• The plan supplement is due no later than seven days before the voting deadline and will identify and set the compensation of the plan administrator and the trustee, attach the trust agreement and trust distribution procedures, disclose any insider to be employed or retained by the plan administrator and that insider's compensation, and carry the other documents needed to effectuate the plan.

Minimum Trust Recovery

• On the effective date, the debtors will contribute $31.5 million in cash to the trust and transfer the debtors' rights and obligations under the specified settlement, together with any postpetition proceeds of it, to the trust.
  • The specified settlement means each settlement agreement to which Uniroyal Holding, Inc. is a party that is identified on Schedule 4 of the plan, and the proceeds of it.
  • The minimum trust recovery cannot be reduced, offset, or diminished by payment of administrative claims, including professional fee claims, among other things, and future proceeds from trust assets do not reduce it.
• Trust assets comprise all assets, rights, benefits, and retained causes of action after satisfaction of all non-asbestos claims, including the minimum trust recovery, the retained causes of action, the insurance rights and insurance proceeds, and the data transfer documents.
• Plan distributions are funded from cash on hand and trust assets, subject to the professional fee escrow and the disputed claims reserve.

Classification and Treatment of Claims and Interests

• Classification applies separately to each debtor. Administrative claims, priority tax claims, and professional fee claims are unclassified; holders of allowed administrative and priority tax claims are paid in full in cash as soon as practicable after the effective date, in no event later than 30 days after the administrative claim bar date, or after the claim is allowed by final order, unless the holder agrees to other treatment. Requests for payment of administrative claims, other than professional fee claims, U.S. Trustee fees, and certain governmental claims, must be filed and served by an administrative claim bar date that the revised plan sets a number of days after the effective date but leaves blank; a holder that fails to file is not treated as a holder for distribution purposes.
• Class 1, secured claims (unimpaired, deemed to accept, not voting): payment in full in cash if allowed as of the effective date and otherwise from the disputed claims reserve; delivery of the collateral plus any interest required under section 506(b); or other treatment rendering the claim unimpaired, unless the holder agrees to less favorable treatment.
• Class 2, other priority claims (unimpaired, deemed to accept, not voting): payment in full in cash if allowed as of the effective date and otherwise from the disputed claims reserve, or other treatment rendering the claim unimpaired.
• Class 3, general unsecured claims (unimpaired, deemed to accept, not voting): payment in full in cash from the debtors if allowed as of the effective date and otherwise from the disputed claims reserve, or other treatment rendering the claim unimpaired. Rejection damages claims are classified here.
• Class 4, asbestos personal injury and wrongful death claims (impaired, entitled to vote): on the effective date all such claims are automatically assumed in full by the trust without further act, deed, or court order, and holders of allowed claims receive distributions in accordance with the trust distribution procedures, which establish the method by which claims are submitted, processed, liquidated, reserved for, and paid.
  • No holder receives any payment from the trust unless and until the claim is resolved under those procedures.
• Class 5, intercompany claims (impaired, deemed to reject, not voting): cancelled, released, discharged, and extinguished with no distribution.
• Class 6, interests (impaired, deemed to reject, not voting): cancelled, released, discharged, and extinguished with no distribution.
• A class with no holder of an allowed claim or interest, or of a claim or interest temporarily allowed as of the confirmation hearing date, is eliminated for voting purposes; a voting class in which no eligible holder votes is deemed to accept.

The Trust

• The trust agreement is executed on or before the effective date, and on the effective date the trust is appointed as a representative of the estates under sections 1123(a)(5), (a)(7), and (b)(3)(B), succeeds to the rights, privileges, and powers of the debtors and their estates with respect to the trust assets, and is automatically substituted for the debtors and their estates in all causes of action, whether or not pending in filed litigation.
• Purpose and powers: the trust holds, manages, protects, and monetizes the trust assets and administers, processes, and satisfies all asbestos claims, which are submitted exclusively to it; it has exclusive authority to commence, prosecute, transfer, settle, compromise, withdraw, or abandon all retained causes of action and insurance rights, and to execute the documents needed to carry out the plan provisions relating to the trust.
• Governance:
  • The trustee is selected by the committee with the consent of the debtor, not to be unreasonably withheld or delayed, is identified in the plan supplement, and is subject to Bankruptcy Court approval.
  • The committee prepares the trust agreement and the trust distribution procedures, each of which must be in form and substance reasonably acceptable to the debtors; the trust is governed by the trustee.
  • A trust advisory committee is established on the effective date, with members selected by the committee in consultation with the debtor and identified in the plan supplement; the plan leaves the number of members blank. It serves in a fiduciary capacity and holds consent and consultation rights over amendments to the trust distribution procedures and trust agreement, changes to the forms of acceptance and release under those procedures, the prosecution or settlement of trust causes of action, and any loan or financing obtained by the trust. Under the plan, the confirmation order will serve as the order appointing its initial members.
  • The trustee's administration of the trust, including any post-effective date amendment or modification of the trust distribution procedures and the exercise of discretion over trust causes of action, is subject to those consent and consultation rights.
• Vesting: trust assets vest free and clear of all liens, claims, encumbrances, charges, and other interests to the extent permitted by section 1141, without diminishing any rights and defenses the debtors would have had if they had retained the assets. Retained causes of action, meaning any estate cause of action not expressly released or exculpated under the plan and including causes of action against any person or entity listed on Schedule 3 to the extent that person is not a released party, likewise vest in the trust, with the trustee holding discretion to pursue and dispose of them; no preclusion doctrine applies to them as a consequence of confirmation.
• The trust distribution procedures bind all holders of asbestos claims; allowed claims under those procedures are solely and legally enforceable against the trust, and installment, initial, or payment-percentage amounts determined or actually paid are not the equivalent of a holder's allowed claim amount. Allowance under the trust agreement does not determine the liability of any released party for any claim or cause of action.
• The trust may initiate, prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all legal actions and proceedings related to any trust asset, liability, or responsibility, including in the debtors' name where the trust deems it necessary or appropriate, and may maintain, administer, preserve, or pursue insurance rights. It is authorized to take discovery under Bankruptcy Rule 2004 and other applicable rules and to enforce discovery obligations under Bankruptcy Rules 2004 and 9016 and Rule 45 of the Federal Rules of Civil Procedure.
• Tax status: the trust is intended to qualify and be reported as a qualified settlement fund under the Treasury Regulations issued under Section 468B of the Internal Revenue Code, with consistent state and local treatment; the trustee is the administrator under Treasury Regulation Section 1.468B-2(k)(3), files all trust tax returns, and may request an expedited determination of taxes under section 505(b). Taxes imposed on the trust or the trust assets are paid out of trust assets.
• Litigation fees: the trust pays any released party called as a witness, deponent, consultant, or expert in litigation related to a debtor, including discovery, a reasonable and customary per diem for a lawyer of commensurate experience and, following provision of a budget, reimbursement of out-of-pocket legal fees for a lawyer of that party's choosing.
• Indemnification: the trust indemnifies each of the debtors' current and former directors and officers against any asbestos-related claim asserted against them, capped at $2 million of total indemnification payments in the aggregate.

Settlement Framework and Claim Over

• The treatment of asbestos claims under the plan and trust documents incorporates a proposed settlement framework for those claims against the debtors, with the stated intent of the released parties that the debtors' contributions to the trust be the sole payments the debtors and debtor related parties make to address asbestos claims, that a claim against a non-released party not result in any additional payment by a released party, and that the compromise meet the requirements of the Uniform Contribution Among Tortfeasors Act and similar state or federal law or doctrine reducing or discharging a released party's liability to other parties.
• The plan and confirmation order will specify that the plan is a good faith settlement barring, to the extent a good-faith settlement has that effect under applicable law, any claim over, meaning any cause of action by a non-released party against a released party for contribution, indemnification, or otherwise seeking to recover amounts paid by or awarded against that non-released party to a holder of an asbestos claim on a claim that would be released if the non-released party were a released party. Nothing prevents the trust or a releasing party from pursuing a non-released party and collecting the full amount of any judgment.
• No holder of a claim or interest may set off or subrogate against a cause of action of a debtor or the trust unless the holder filed a motion before the confirmation date seeking that right or preserved it in an allowed proof of claim filed before the confirmation date.

Insurance

• On the effective date the debtors transfer to the trust all insurance rights, insurance proceeds, and all other rights, claims, benefits, or causes of action under or with respect to the insurance policies, though not the policies themselves.
  • Insurance rights run to all proceeds, payments, benefits, causes of action, defense or indemnity under any policy, including claims arising from an insurer's failure to provide coverage or pay, refusal to settle a claim or provide a defense, disputes over policy interpretation or enforcement, and bad-faith or other wrongful conduct giving rise to extra-contractual damages.
• Prepetition insurance policies are not treated as executory contracts and are neither assumed nor rejected; if a policy is determined by final order to be executory, the plan constitutes a motion to assume and assign it to the trust, with the confirmation order constituting approval under section 365. No cure payments are required for defaults existing as of the confirmation date absent a final order or agreement of the parties, and prepetition premium payments are indefeasible.
• Insurers retain their coverage defenses, subject to three carve-outs: no insurer may argue that the insurance rights transfer is invalid, unenforceable, or a breach of coverage terms; that the plan's drafting, proposal, confirmation, or consummation, or any discharge or release under it, eliminates or reduces the insurer's obligations under the assigned rights, including coverage for liabilities assumed by the trust; or that the settlement framework in the trust distribution procedures, as followed and used by the trust, does not produce allowed claim amounts that are fair, reasonable, and equitable for purposes of determining the debtors' liability.
• Nothing in the plan, the trust documents, the confirmation order, any related finding or appellate opinion, or any claim valuation constitutes an adjudication establishing any insurer's coverage obligation or limits an insurer's right to assert a coverage defense; the insurance rights transfer nonetheless remains valid and enforceable, and no discharge or release under the plan affects insurer liability. Establishment of a claim in litigation against the trust as the debtors' representative is deemed establishment of a claim against the debtors for purposes of triggering any available policy.
• D&O policies are deemed executory contracts and are automatically assumed, or assumed and assigned, effective as of the effective date under sections 365 and 1123. Defense and indemnity coverage remains available to all individuals within the policy definition of "Insured," and all officers, directors, agents, and employees who served at any time before the effective date are entitled to the full benefits of the D&O policies, including any tail policy in effect or purchased as of the effective date, for the policy's full term, regardless of whether they remain in their positions.

Data Transfer and Privilege

• The debtors must cause the data transfer to occur on or before the effective date, delivering to the trust the debtors' document productions to any party in the cases, their productions to the ad hoc group before and during the cases, and all reasonably identifiable documents, communications, and privileged information in their possession, custody, or control relevant to the liquidation of asbestos and non-asbestos claims and the retained causes of action.
  • If the Bankruptcy Court enters an order approving modification of the debtors' retirement benefit plans, the data transfer documents exclude any information regarding the beneficiaries of those plans.
• On the effective date, the debtors' attorney-client, work-product, common-interest, and joint-defense privileges and immunities relating in whole or in part to the asbestos claims or the trust assets are irrevocably transferred to and vested in the trust, which holds the same rights as the debtors in that privileged information. On dissolution of the committee, the trust also succeeds to and exclusively holds the committee's attorney-client and other privileges and work product protections.

Releases

• Released parties are the debtors, the debtor related parties, each holder of an interest, the ad hoc group, the committee, and each related party of an interest holder or of the ad hoc group.
  • Debtor related parties cover a debtor's affiliates and legal representatives and their present and former shareholders, owners, partners, members, managers, consultants, subsidiaries, divisions, fund advisors, predecessors, directors, officers, attorneys, accountants, financial advisors, investment bankers, employees, and agents, present affiliates, and former affiliates only to the extent the affiliation terminated on or after Jan. 1, 1991.
  • Carved out of released party status are successors in interest to Uniroyal Power Transmission, Inc. (including The Gates Rubber Company, Tomkins plc, Onex Corporation, Blackstone, and Gates Industrial Corporation plc), Uniroyal Plastics Company, Inc. (including Polycast Technology Company and Uniroyal Technology Corp.), Uniroyal Chemical Company, Inc. (including Uniroyal Chemical Acquisition Corporation, Avery, Inc., Chemtura Corporation, and Laxness AG), Michelin North America, Inc., Uniroyal Textiles (including Dominion Textile, Polymer Group, Inc., Blackstone, Avintiv, Inc., Berry Global Group, Inc., and Amcor PLC), Uniroyal-Goodrich Tire Company, and Uniroyal Properties Company, Inc., along with any of their affiliates, as well as Michelin and its past, present, and future affiliates, parent and subsidiary entities, related parties, successors, board members, executives, and shareholders. In each case the carve-out applies only to the extent the party is not listed on Schedule 2 of the plan.
• Releasing parties are each released party; each Class 1, 2, or 3 holder that neither objected to the third-party release before the voting deadline nor timely submitted a release opt-out; each Class 4 holder that did not check the release opt-out on its ballot; and each related party of those holders to the extent the holder can legally bind it. The release opt-out appears on every ballot and in the materials sent to holders not entitled to vote, giving voting and non-voting holders alike the right to opt out of the third-party release.
• The debtor release runs from the debtors, their estates, and any entity purporting to assert a cause of action through them, releasing each released party from all claims and causes of action, whether prepetition or postpetition, including derivative claims on behalf of the debtors or their estates, claims relating to the debtors or the conduct of their business, the formulation, preparation, dissemination, or negotiation of the plan, disclosure statement, or related documents, the pursuit of confirmation and consummation, the administration and implementation of the plan including distributions, and any other act or omission occurring on or before the effective date. Under the plan, entry of the confirmation order would constitute court approval of the debtor release and bar the debtors and their estates from asserting any released claim against any released party or its property.
• The third-party release runs from each releasing party on parallel terms, covering claims prepetition or postpetition up until the effective date, including derivative claims the releasing party would have been legally entitled to assert in its own right or on behalf of a holder. Releasing parties are deemed to grant the release notwithstanding the later discovery of different or additional facts and expressly waive rights under any statute or common law principle limiting a release to known claims, including section 1542 of the California Civil Code to the extent applicable.
• Neither release covers claims or causes of action arising from an act or omission judicially determined by final order to have constituted actual fraud, willful misconduct, or gross negligence, or any post-effective date obligations under the plan or any document executed to implement it.
• On the effective date and concurrently with the applicable distributions, all mortgages, deeds of trust, liens, pledges, and other security interests against estate property are fully released and discharged, with the holders' right, title, and interest reverting to the debtors and their successors and assigns.

Exculpation

• Exculpated parties are each debtor; any entity other than an ordinary course professional retained in the cases by final order under sections 327, 328, 330, 331, 363, or 1103; and each of the debtors' current officers and directors in that capacity, in each case only to the extent they served between the petition date and the effective date.
• The exculpation covers, to the fullest extent permissible under applicable law, any act or omission in connection with the Chapter 11 cases from the petition date to the effective date; the formulation, preparation, dissemination, negotiation, filing, or consummation of the disclosure statement or plan; the filing of the cases; the pursuit of confirmation; the administration and implementation of the plan, including providing any legal opinion requested regarding a transaction or document contemplated by the plan and reliance by any exculpated party on the plan or confirmation order, the issuance or distribution of securities under the plan, and the distribution of property under the plan; negotiations regarding any of the foregoing; and administration of the plan or property to be distributed. Exculpated parties are deemed to have participated in good faith and are entitled to the protection of section 1125(e), and may reasonably rely on advice of counsel as to their duties under the plan.

Injunctions

• All entities holding claims, interests, causes of action, or liabilities that are compromised and settled, released, exculpated, or otherwise satisfied, stayed, released, or terminated under the plan are permanently enjoined from and after the effective date from commencing or continuing any action against the debtors, the plan administrator, the trust, the released parties, or the exculpated parties on account of those claims, and specifically from:
  • commencing or continuing any proceeding of any kind on account of such claims or interests;
  • enforcing, attaching, collecting, or recovering any judgment, award, decree, or order against such entities;
  • creating, perfecting, or enforcing any lien or encumbrance against such entities or their property or estates;
  • asserting any right of setoff or subrogation against any obligation due from such entities or against their property, unless the entity timely asserted the setoff right in a document filed with the Bankruptcy Court explicitly preserving it; and
  • commencing or continuing any proceeding on account of claims or interests released or settled under the plan.
• Upon entry of the confirmation order, all holders of claims and interests and other parties in interest, together with their present and former employees, agents, officers, directors, and principals, are enjoined from taking any action to interfere with implementation or consummation of the plan by the debtors, the plan administrator, the trust, and their affiliates, employees, advisors, officers and directors, or agents.
• A gatekeeping provision bars any party from commencing, continuing, amending, pursuing, joining in, or supporting a cause of action of any kind against the debtors, exculpated parties, or released parties that relates, or is reasonably likely to relate, to any act or omission covered by the plan's release and injunction article without first obtaining a determination from the Bankruptcy Court, after notice and a hearing, that the cause of action represents a colorable claim and is not a claim the debtors released under the plan, with the request attaching the proposed complaint or petition, and then obtaining specific authorization to bring it. A party that later wishes to add causes of action not in the authorized pleading must obtain further authorization before filing the amendment. The Bankruptcy Court has sole and exclusive jurisdiction to determine whether a cause of action, direct or derivative, is colorable and, only to the extent legally permissible, jurisdiction to adjudicate the underlying cause of action.
• The insurance entity injunction stays, restrains, and enjoins all persons that have held, hold, or may in the future hold or assert any cause of action against any insurance company based upon or connected with any insurance policy, wherever arising in the United States or elsewhere and under any theory of law, equity, or admiralty, from directly or indirectly collecting, recovering, or receiving payment on such a cause of action, including by:
  • commencing, conducting, or continuing any suit, action, or other proceeding of any kind, including judicial, arbitration, or administrative proceedings, in any forum against any insurance company or its property;
  • enforcing, levying, attaching, collecting, or otherwise recovering any judgment, award, decree, or order against any insurance company or its property;
  • creating, perfecting, or enforcing any lien or encumbrance against any insurance company or its property; and
  • asserting or accomplishing any setoff, right of subrogation, indemnity, or contribution against any obligation of any insurance company or its property, except as specifically provided in the plan.
• The insurance entity injunction does not impair actions brought by the trust against any insurer; the trust may terminate, reduce, or limit its scope as to any insurer under the trust documents upon express written notice to that insurer; and it is not issued for the benefit of any insurer, which is not a third-party beneficiary.
• The insurance entity injunction does not enjoin:
  • the rights of any insured party under any coverage of any D&O policy;
  • the rights of any successor in interest to Uniroyal Properties, Inc., Uniroyal Tire Company, Inc., Uniroyal Plastics Company, Inc., Uniroyal Power Transmission, Inc., or Uniroyal Chemical Company, Inc. under any coverage of any insurance policy that was the subject of litigation in Uniroyal, Inc. v. American Reinsurance Co., et al.;
  • the rights of any person to the treatment accorded under the plan, including the rights of holders of asbestos claims to assert those claims under the trust distribution procedures;
  • the rights of the trust to prosecute any action based on or arising from the insurance policies, or to assert any cause of action, debt, obligation, or liability for payment against any insurer arising from those policies;
  • the rights of any insurer to assert any cause of action, debt, obligation, or liability for payment against any other insurer; and
  • causes of action for reinsurance under reinsurance contracts or under retrocessional contracts among insurance companies.
• Injunctions and stays against actions against estate property arising under sections 105 or 362 and in existence when the confirmation order is entered remain in effect until the property is no longer estate property; all other such injunctions and stays remain in effect until the cases are closed or dismissed by final order. All injunctions and stays contained in the plan or confirmation order remain in full force and effect indefinitely.

Conditions Precedent to the Effective Date

• The plan conditions effectiveness on:
  • Bankruptcy Court approval of the disclosure statement as containing adequate information under section 1125;
  • the plan and confirmation order being in form and substance reasonably acceptable to each of the debtors and the committee;
  • entry of the confirmation order and its remaining in full force and effect;
  • no modification or stay of the confirmation order and no entry of any other order prohibiting consummation of the material transactions;
  • full funding of the professional fee escrow;
  • all actions, documents, and agreements necessary to implement the plan having been effected, executed, or tendered for delivery, with their own conditions satisfied or waived;
  • occurrence of the data transfer;
  • appointment of the plan administrator and the trustee, each prepared to assume its rights and responsibilities;
  • receipt by the debtors of all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions, or documents required by law, regulation, or order to implement the plan;
  • receipt by the trust of the trust assets, including the minimum trust recovery; and
  • the debtors being reasonably satisfied with the release opt-outs exercised, including that each party electing a release opt-out does so consistently with any obligations it owes under the RSA.
• The conditions may be waived in whole or in part with the consent of each of the debtors and the committee, as amended from the original plan's ad hoc group consent, without notice to other parties in interest or the Bankruptcy Court and without a hearing.
• The effective date itself is the first business day on which every condition is satisfied or waived and the debtors, with the committee's consent, file a notice of effectiveness on the docket.

Professional Fees and Statutory Fees

• The debtors fund a professional fee escrow account holding cash equal to the aggregate of each professional's good-faith estimate of accrued unpaid fees through the effective date, with those estimates delivered in writing not less than five days before the effective date; funding occurs as soon as reasonably practicable after the confirmation date and no later than the effective date.
  • The account is held in trust solely for the professionals, is not property of the debtors or their estates, and is free of liens, claims, and interests; any funds remaining after all allowed professional fee claims are irrevocably paid in full transfer promptly to the trust.
• Requests for payment of professional fee claims for services rendered and expenses incurred before the effective date must be filed and served within 30 days after the effective date.
• The debtors pay all U.S. Trustee fees due and owing as of the effective date, and neither the debtors nor the plan administrator is released from the obligation to pay fees accruing after the effective date until a final order closing, dismissing, or converting the cases.

Executory Contracts and Unexpired Leases

• On the effective date, all executory contracts and unexpired leases not previously assumed, assumed and assigned, or rejected by court order are deemed rejected under sections 365 and 1123, other than those subject to a motion to assume pending on the confirmation date.
• Rejection damages claims must be filed with the notice and claims agent and served on counsel to the plan administrator within 30 days of the effective date or are forever barred against the debtors, the estates, the trust, and their assets; allowed claims are treated as Class 3 general unsecured claims.
• Rejection does not terminate preexisting obligations owed to the debtors, the trustee, or the plan administrator, who expressly reserve any right to receive warranties, indemnity, or continued maintenance obligations from counterparties.
• Except to the extent previously ordered by the Bankruptcy Court, all employment policies and all compensation and benefits plans, policies, and programs applicable to employees, retirees, and nonemployee directors, including savings, retirement, healthcare, disability, severance, incentive, and life and accidental death and dismemberment insurance plans, are treated as executory contracts and rejected on the effective date.

Distributions and Claims Resolution

• The disbursing agent is the trustee for asbestos claims and the plan administrator for all other claims, or a person selected by either; distributions are made on or after the effective date, are deemed made on the effective date with no interest accruing, and are free and clear of liens, claims, encumbrances, charges, and other interests.
• The distribution record date is the effective date unless a final order designates another date; the claims register closes that day, after which only record holders listed as of the close of business are recognized. No cash payment of less than $100 is required on any allowed claim, and if the cash available for the final distribution is less than the cost of distributing it, the funds transfer to the trust.
• Distributions on claims that include both principal and accrued unpaid prepetition interest are allocated first to principal as determined for U.S. federal income tax purposes. Claims asserted in a currency other than U.S. dollars are automatically converted as of the effective date at the rate published in The Wall Street Journal on the petition date.
• A distribution returned as undeliverable or not cashed within 90 calendar days of mailing may be cancelled; if it still cannot be made 30 calendar days after the plan administrator or trustee files the holder's name and last known address, the holder forfeits it to the trust and the claim is disallowed for further distributions. No distribution is required to a holder that fails to return a valid IRS form within 90 days of a written request.
• After the effective date the plan administrator retains the debtors' rights and defenses as to any claim or interest and may file, withdraw, or litigate objections to claims, settle or compromise any disputed claim, and adjust the claims register to reflect settlements, in each case without further notice to or approval of the Bankruptcy Court. The debtors or plan administrator may at any time seek estimation of a contingent or unliquidated disputed claim under section 502(c).
• No later than five business days before the anticipated effective date the debtor prepares a reasonable, good-faith estimate, reasonably acceptable to the committee, of the amount needed to satisfy disputed claims; the estimate neither limits any disputed claim nor binds its holder. The plan administrator establishes and maintains the disputed claims reserve in that amount for holders of disputed Class 1, 2, and 3 claims, with any remainder transferring to the trust once all disputed claims are satisfied or resolved. No distribution is made on a claim subject to a pending objection until it becomes allowed.

Wind-Down and Corporate Action

• The plan administrator is either the trustee or another person or entity designated by the committee to administer the wind up of the debtors; if the committee designates someone other than the trustee, the trust pays that person's compensation and expenses.
• On the effective date, after the debtors satisfy their distribution and funding requirements, the debtors are dissolved for all purposes, their directors and officers are deemed to have resigned, and their employees are terminated; the plan administrator becomes the sole manager, director, and officer, succeeds to the powers of the debtors' managers, directors, and officers, acts as the debtors' sole representative, and receives full power of attorney to execute documents in furtherance of the plan and the liquidation, including final tax returns and dissolution filings. The plan administrator submits the confirmation order to the appropriate agencies, which suffices to obtain certificates of dissolution from the New Jersey and Delaware Secretaries of State.
• All agreements, instruments, notes, certificates, indentures, mortgages, securities, and other documents evidencing any claim or interest are cancelled on the effective date, with the debtors' obligations deemed satisfied, released, and discharged.
• Transfers of property under the plan, including the transfer of trust assets to the trust, are exempt under section 1146(a) from document recording, stamp, conveyance, intangibles, mortgage, real estate transfer, and similar taxes and governmental assessments.
• On the effective date the committee dissolves, but may continue to serve, without further action or approval, to participate in any appeal of an order entered in the cases including the confirmation order, in professional compensation or expense applications and any hearing on them, and in any adversary proceeding pending on the effective date in which it participated.
• On the effective date the debtors give the plan administrator and trustee timely access to all books and records in their possession as of the petition date and the effective date. After full administration, the plan administrator files the documents required by Bankruptcy Rule 3022, a motion under Local Rule 3022-1(a), and any applicable court order to close the cases.

Retention of Jurisdiction, Modification, and Miscellaneous

• The Bankruptcy Court retains jurisdiction to the extent legally permissible, including to determine applications to assume or reject executory contracts and unexpired leases and any cure disputes; to determine any motion, adversary proceeding, contested matter, or other litigated matter pending on or commenced after entry of the confirmation order; to ensure distributions are made as provided; to consider the allowance, classification, priority, compromise, estimation, or payment of any claim including administrative claims; to issue and enforce injunctions and other orders restraining interference with consummation or enforcement of the plan; to hear and determine all professional fee claims; to take any action necessary to construe, enforce, implement, execute, and consummate the plan, including its release, exculpation, and injunction provisions; and to enter a final decree closing the cases.
• The debtors may amend or modify the plan before entry of the confirmation order, including to satisfy section 1129, and afterward may institute proceedings under section 1127(b) to amend or modify it or to remedy any defect, omission, or inconsistency; non-material technical adjustments to the plan or plan supplement may be made before the effective date without further court approval. Entry of the confirmation order approves all post-solicitation modifications under section 1127(a) without additional disclosure or re-solicitation under Bankruptcy Rule 3019.
• The debtors reserve the right to revoke and withdraw the plan at any time before the confirmation date in the exercise of their fiduciary duties, or, if unable to consummate it after the confirmation date, at any time up to the effective date; a revocation leaves all claims and rights unprejudiced and produces the same result as if the confirmation order had not been entered, the plan had not been filed, and the effective date had not occurred.
• The plan has no force or effect until the confirmation order is entered; upon the effective date its terms and the plan supplement documents are immediately effective, enforceable, and binding on the debtors, the plan administrator, the trust, holders of claims and interests, the released and exculpated parties, non-debtor contract and lease counterparties, and all parties in interest, and the plan is deemed substantially consummated. The plan controls over the disclosure statement and plan supplement; the confirmation order controls over the plan. New York law governs, except where federal law supplies the rule or an agreement specifies otherwise.
• The plan's provisions are nonseverable and mutually dependent: if the Bankruptcy Court holds a provision invalid, it may alter or interpret that provision to make it enforceable only at the debtors' request, and the confirmation order is to provide that each provision is integral to the plan and may not be deleted or modified without the consent of the debtors or the plan administrator.