Uniroyal Holding - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Uniroyal Holding, Inc. and Great Hill Corporation (the “Debtors”) filed a joint prearranged chapter 11 plan pursuant to section 1121(a) of the Bankruptcy Code on the July 31, 2026, petition date, in the United States Bankruptcy Court for the District of New Jersey (Case No. 26-18668 (MBK); joint administration requested). Although not captioned as a plan of liquidation, the Plan operates as one — the Debtors dissolve on the Effective Date and receive no discharge.
  • The Plan is supported by a Restructuring Support Agreement dated as of July 31, 2026, by and among the Debtors and the Supporting Counsel (as defined in the RSA). The RSA itself is not part of the Plan, and “Supporting Counsel” is defined only in that agreement.
  • The Debtors maintain a mailing address at 70 Great Hill Road, Naugatuck, CT 06770 for purposes of the Chapter 11 Cases. The Plan is executed by Robert V. D’Angelo, Jr., President and General Counsel of Uniroyal Holding, Inc. and Vice President and Secretary of Great Hill Corporation, and Debevoise & Plimpton LLP and Duane Morris LLP are proposed co-counsel to the Debtors.
  • The Plan has not been approved by the Bankruptcy Court and is not a solicitation of acceptances or rejections within the meaning of section 1125.
• The Plan centers on the establishment of a settlement trust (the “Trust”) that will assume all liability of the Debtors and their Estates for, and administer, all PI/WD Claims — i.e., any known or unknown claim attributable to, arising from, based upon, relating to, or resulting from an alleged asbestos-related personal injury tort or wrongful death claim asserted under any legal theory, whether or not diagnosable or manifested before confirmation of the Plan or the close of the Chapter 11 Cases, together with any derivative claim arising therefrom.
  • PI/WD Claims comprise Direct PI/WD Claims (including claims held 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 PI/WD Claims (claims for contribution, indemnity, reimbursement, or subrogation, whether contractual or implied by law, and any other derivative claim, including hold-harmless and payment obligations under any prepetition settlement, insurance policy, agreement, or contract).
  • The treatment provided for PI/WD Claims under the Plan and the Trust Documents incorporates and reflects a proposed settlement framework of such claims against the Debtors.
  • An “Ad Hoc Group” of law firms has formed to advance the common interest of the firms and their respective clients, comprising Weitz & Luxenberg, P.C.; Early, Lucarelli, Sweeney & Meisenkothen LLC; Cooney & Conway LLP; and the Law Offices of Peter T. Nicholl.
  • Because the Debtors are liquidating, confirmation of the Plan does not discharge the Debtors pursuant to section 1141 of the Bankruptcy Code.
  • The “Committee” referenced throughout the Plan means any statutory committee of unsecured creditors appointed under section 1102 of the Bankruptcy Code. No such committee had been appointed as of filing, yet the Plan assigns it central roles: selecting the Trustee (with the Debtors’ consent), preparing the Trust Agreement and Trust Distribution Procedures, selecting the Trust Advisory Committee members, consenting to the filing of the Effective Date notice, and designating any Plan Administrator other than the Trustee.
  • Several terms remain open on the face of the Plan: the Administrative Claims Bar Date day-count, the number of Trust Advisory Committee members, the identity of the Notice and Claims Agent, and the identity of and counsel to the Plan Administrator. Schedules 2 (parties excepted from the Released Party carve-outs), 3 (Retained Causes of Action targets), and 4 (the Specified Settlement) are referenced but were not filed with the Plan; only Schedule 1 (the Ad Hoc Group firms) is attached.

Minimum Trust Recovery

• On the Effective Date, the Debtors shall (1) contribute $31.5 million in Cash to the Trust and (2) transfer to the Trust the Debtors’ rights and obligations under the Specified Settlement and any postpetition proceeds thereof (together, the “Minimum Trust Recovery”).
  • “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 thereof.
  • Future proceeds from Trust Assets shall in no way reduce the Minimum Trust Recovery, which also shall not be reduced, offset, or diminished by the payment of, inter alia, Administrative Claims, including Professional Fee Claims.
• Trust Assets comprise all assets, rights, benefits, and retained Causes of Action after satisfaction of all non-PI/WD Claims, including (1) the Minimum Trust Recovery, (2) the Retained Causes of Action, (3) the Insurance Rights and Insurance Proceeds, and (4) the Data Transfer Documents.

Classification and Treatment of Claims and Interests

• Administrative Claims, Priority Tax Claims, and Professional Fee Claims are unclassified in accordance with section 1123(a)(1) of the Bankruptcy Code.
• Class 1 – Secured Claims: Unimpaired; deemed to accept and not entitled to vote. As with Classes 2 and 3, treatment occurs on the Effective Date or as soon as reasonably practicable thereafter, absent agreement to less favorable treatment. (The treatment paragraph of section 3.1 is largely illegible in the filed copy reviewed.)
• Class 2 – Other Priority Claims: Unimpaired; deemed to accept and not entitled to vote.
  • On the Effective Date, or as soon as reasonably practicable thereafter, absent agreement to less favorable treatment, each holder will receive payment in full in Cash if such claim is Allowed as of the Effective Date, and otherwise from the Disputed Claims Reserve, or such other treatment rendering the claim Unimpaired.
• Class 3 – General Unsecured Claims: Unimpaired; deemed to accept and not entitled to vote.
  • Treatment mirrors Class 2, with payment in full in Cash from the Debtors if Allowed as of the Effective Date, and otherwise from the Disputed Claims Reserve, or such other treatment rendering the claim Unimpaired.
  • Claims arising from the rejection of Executory Contracts or Unexpired Leases under the Plan and Confirmation Order shall be classified as General Unsecured Claims.
• Class 4 – PI/WD Claims: Impaired and entitled to vote.
  • On the Effective Date, all PI/WD Claims shall automatically, and without further act, deed, or order of the Bankruptcy Court, be incurred in full and assumed by the Trust.
  • Subject to the Trust Agreement, each holder of an Allowed PI/WD Claim shall be entitled to receive distributions in accordance with the Trust Distribution Procedures, and no holder shall receive any payment from the Trust unless and until such claim is resolved thereunder. The Trust Distribution Procedures establish the method by which PI/WD Claims are submitted, processed, liquidated, reserved for, and, if applicable, paid.
• Class 5 – Intercompany Claims: Impaired; deemed to reject and not entitled to vote.
  • All Intercompany Claims shall be cancelled, released, discharged, and extinguished on the Effective Date, with no Plan Distribution on account thereof.
• Class 6 – Interests: Impaired; deemed to reject and not entitled to vote.
  • All Interests shall be cancelled, released, discharged, and extinguished on the Effective Date, with no Plan Distribution on account thereof.
• Any class without a holder of an Allowed Claim or Interest (or a claim or interest temporarily Allowed by the Bankruptcy Court) as of the date of the confirmation hearing shall be deemed eliminated from the Plan both for purposes of voting and for purposes of determining acceptance or rejection under section 1129(a)(8). If a class contains claims eligible to vote and no such holders vote, the class shall be deemed to have accepted the Plan.
• Except as otherwise provided in the Plan or a Final Order, nothing affects the respective rights and defenses of the Debtors, the Plan Administrator, or the Trust with respect to any Claim or Interest, including all legal and equitable defenses and rights of setoff or recoupment.

Administrative, Priority Tax, and Professional Fee Claims

• To the extent not already paid as of the Effective Date, and absent other agreement with the holder, each holder of an Allowed Administrative Claim or Allowed Priority Tax Claim will receive payment in full as soon as practicable after (1) the Effective Date, but in no event later than 30 days after the Administrative Claim Bar Date, or (2) the date such claim becomes Allowed by Final Order — payable in Cash or pursuant to such other agreed treatment.
  • Holders of Administrative Claims must file requests for payment with the Notice and Claims Agent and serve them on the Plan Administrator, in writing and with supporting documentation, so as to be actually received on or before the Administrative Claim Bar Date. Professional Fee Claims, U.S. Trustee Fees, and governmental claims subject to section 503(b)(1)(D) are excepted from this filing requirement.
  • Any party required to timely file an Administrative Claim or Priority Tax Claim that fails to do so will not be treated as a holder for Plan Distribution purposes.
  • The Administrative Claims Bar Date is defined as a set number of days after the Effective Date, with the number left blank in the Plan as filed. The notice of the Effective Date delivered under Bankruptcy Rules 2002(c)(3) and 2002(f) will set forth and constitute notice of that bar date.
• Requests for payment of Professional Fee Claims for services rendered prior to the Effective Date must be filed and served within 30 days after the Effective Date, with Allowed amounts determined by the Bankruptcy Court after notice and a hearing.
  • The Professional Fee Escrow Account will be funded by the Debtors as soon as reasonably practicable after the Confirmation Date and no later than the Effective Date in an amount equal to the Professional Fee Claims Estimate, and will be maintained in trust solely for the Professionals; such funds are not property of the Debtors or their Estates and will not be encumbered by any Liens, Claims, or Interests.
  • The Professional Fee Claims Estimate is the sum of each Professional’s good faith estimate of its accrued unpaid Professional Fee Claims through the Effective Date, to be provided in writing to the Debtors not less than five days prior to the Effective Date. Allowed Professional Fee Claims are paid from the escrow (or Cash) as and when Allowed or otherwise approved by order of the Bankruptcy Court.
  • Once all Allowed Professional Fee Claims are irrevocably paid in full pursuant to one or more Final Orders, any remaining escrowed funds will promptly be transferred to the Trust.
  • Professionals of the Ad Hoc Group are treated as Professionals under the Plan.
  • From and after the Effective Date, retention and compensation requirements under sections 327 through 331 and 1103 terminate, and the Plan Administrator may employ and pay professionals in the ordinary course without Bankruptcy Court approval.
• The Debtors shall pay all U.S. Trustee Fees — fees under 28 U.S.C. § 1930(a)(6) plus any accrued interest under 31 U.S.C. § 3717 — due and owing as of the Effective Date, and neither the Debtors nor the Plan Administrator are released from paying such fees arising thereafter until a Final Order closing, dismissing, or converting the cases is entered. The U.S. Trustee is not treated as providing any release with respect to such fees and need not file a proof of claim or administrative expense request. The Debtors shall file all monthly operating reports due prior to the Effective Date, and the Plan Administrator shall file all quarterly post-confirmation reports thereafter, in each case when due.

The Trust

• On or before the Effective Date, the Trust Agreement shall be executed and all other necessary steps taken to create the Trust, which will be automatically appointed as a representative of the Debtors’ Estates pursuant to sections 1123(a)(5), (a)(7), and (b)(3)(B) of the Bankruptcy Code.
  • The Trust shall succeed to all rights, privileges, and powers of the Debtors and their Estates with respect to the Trust Assets and shall automatically be substituted for the Debtors and their Estates in all Causes of Action, whether or not pending in filed litigation.
  • The purpose of the Trust is to (1) hold, manage, protect, and monetize the Trust Assets and (2) administer, process, and satisfy all PI/WD Claims, which shall be submitted exclusively to, and satisfied by, the Trust in accordance with the Trust Distribution Procedures. The Trust holds exclusive power and authority to hold, manage, protect, and monetize Trust Assets; to commence, prosecute, transfer, settle, compromise, withdraw, or abandon all Retained Causes of Action and Insurance Rights; and to execute all documents necessary to effectuate its purpose — in each case administered and implemented by the Trustee subject to the Trust Advisory Committee’s consent and consultation rights.
  • Trust Assets vest in the Trust as of the Effective Date 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 the assets had been retained.
  • The Trust is intended to qualify, and shall be reported, as a “qualified settlement fund” under the Treasury Regulations issued under Section 468B of the Internal Revenue Code for U.S. federal income tax purposes, and treated consistently for state and local purposes; the Trustee serves as “administrator” under Treasury Regulation Section 1.468B-2(k)(3) and is responsible for filing all tax returns. The Trust pays any taxes imposed on it or the Trust Assets out of Trust assets, and the Trustee may request an expedited determination of taxes under section 505(b) for all returns through the Trust’s dissolution.
  • Transfers of property under the Plan, including the transfer of Trust Assets to the Trust, are exempt from transfer, stamp, recording, and similar taxes pursuant to section 1146(a).
• Governance:
  • The Trust shall be governed and administered by a Trustee selected by the Committee with the Debtors’ consent, not to be unreasonably withheld or delayed, identified in the Plan Supplement and subject to Bankruptcy Court approval.
  • A Trust Advisory Committee will be established on the Effective Date, with members selected by the Committee in consultation with the Debtors and identified in the Plan Supplement; the number of members is left blank in the Plan as filed, and the Confirmation Order will constitute an order appointing the initial members.
  • The Trust Advisory Committee shall serve in a fiduciary capacity and hold consent and consultation rights over (1) amendments to the Trust Distribution Procedures and Trust Agreement, (2) changes to the forms of acceptance and release under the Trust Distribution Procedures, (3) the prosecution or settlement of Trust Causes of Action, and (4) any loan or financing obtained by the Trust.
  • The Trust Agreement and the Trust Distribution Procedures shall be prepared by the Committee and be in form and substance reasonably acceptable to the Debtors. The Trust Distribution Procedures are to govern the claims submission, adjudication, and distribution processes in a manner that is fair and equitable to holders of Allowed PI/WD Claims. Neither document had been filed as of the Plan; both are to be included in the Plan Supplement.
• Trust Distribution Procedures:
  • The Trust shall implement the Trust Distribution Procedures on the Effective Date, and the Trustee may thereafter administer, amend, supplement, or modify them subject to the consent and consultation rights of the Trust Advisory Committee.
  • The Trust Distribution Procedures shall be binding on all holders of PI/WD Claims, and Allowed Claims thereunder shall be solely and legally enforceable against the Trust.
  • The Allowed amount of any PI/WD Claim is the amount determined under the Plan and the Trust Distribution Procedures. The allowance of claims under the Trust Agreement and Trust Distribution Procedures shall not determine, and shall not be used to determine, in any respect the liability of any Released Party for any claim or Cause of Action. Installment, initial, or payment-percentage amounts are not the equivalent of any holder’s Allowed Claim amount.
  • Under the Plan’s rules of interpretation, the Trustee may interpret any effectuating provisions regarding the Allowance of PI/WD Claims consistently with the overall purpose and intent of the Plan, without further notice to or approval of the Bankruptcy Court or any other person, and such interpretation controls to the extent permitted by the Trust Documents and the Plan.
• Causes of Action, discovery, and privilege:
  • Retained Causes of Action — any Estate Cause of Action not expressly subject to the releases and exculpations of the Plan, including Causes of Action against any person or entity listed on Schedule 3 solely to the extent such person is not a Released Party — vest in the Trust on the Effective Date free and clear of all Claims, Liens, encumbrances, and other interests, with the Trustee holding discretion to pursue and dispose of them.
  • Estate Causes of Action are defined broadly and expressly include (1) Causes of Action seeking to impose liability on any non-Debtor for a Claim against a Debtor under successor-liability, alter-ego, or veil-piercing doctrines; (2) Causes of Action against non-Debtors premised on a theory of liability common to all creditors and assertable by the Debtor; and (3) all other Causes of Action that are property of the Estate, including chapter 5 avoidance actions and claims for breach of fiduciary duty, legal malpractice, fraudulent conveyance, and other forms of derivative or vicarious liability. This definition is what gives the Trust standing to pursue the successor entities expressly excluded from the Released Party definition.
  • The Trust is empowered to initiate, prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all legal actions related to any asset, liability, or responsibility of the Trust, including in the Debtors’ name, and to maintain, administer, preserve, or pursue Insurance Rights.
  • No party may rely on the absence of a specific reference to any Cause of Action in the Plan, Plan Supplement, or Disclosure Statement as an indication that it will not be pursued, and no preclusion doctrine shall apply to such Causes of Action as a consequence of Confirmation or Consummation.
  • The Trust is authorized to seek discovery under Bankruptcy Rule 2004 and other applicable discovery rules, and to enforce such obligations under Bankruptcy Rules 2004 and 9016 and Rule 45 of the Federal Rules of Civil Procedure.
  • 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 PI/WD Claims or Trust Assets are irrevocably transferred to and vested in the Trust, which shall have the same rights as the Debtors in such Privileged Information; the Debtors shall cause the Data Transfer to occur prior to or on the Effective Date. Common-Interest Communications expressly include privileged materials shared between the Debtors and third parties sharing a common legal interest — including representatives of Insurance Companies or their counsel — such as litigation defense or strategy materials, case evaluations, and settlement discussions.
  • Data Transfer Documents comprise (1) all of the Debtors’ document productions to any party in the Chapter 11 Cases, (2) the Debtors’ productions to the Ad Hoc Group before and during the cases, and (3) all reasonably identifiable documents, communications, and Privileged Information in the Debtors’ possession, custody, or control containing information relevant to the liquidation of non-PI/WD Claims, PI/WD Claims, and the Retained Causes of Action. If the Bankruptcy Court enters an order approving modification of the Debtors’ retirement benefit plans, Data Transfer Documents shall exclude information regarding the beneficiaries of those plans.
• Litigation fees and indemnification:
  • The Trust shall pay any Released Party called as a witness, deponent, consultant, expert, or otherwise in litigation related to a Debtor (including discovery) (1) a reasonable and customary per diem payment for a lawyer of commensurate experience and (2) following provision of a budget, reimbursement of out-of-pocket legal fees for a lawyer of such Released Party’s choosing.
  • The Trust shall indemnify each of the Debtors’ current and former directors and officers against any asbestos-related claim asserted against them, subject to an aggregate cap of $2 million in total indemnification payments.

Insurance

• On the Effective Date, the Debtors shall transfer to the Trust (1) the Insurance Rights, (2) the Insurance Proceeds, and (3) all other rights, claims, benefits, or Causes of Action with respect to the Insurance Policies — but not the policies themselves (the “Insurance Rights Transfer”).
  • Insurance Rights encompass all entitlements of the Debtors to proceeds, payments, benefits, Causes of Action, defense, or indemnity arising under any Insurance Policy, including claims premised on an Insurance Company’s failure to provide coverage or pay, refusal to compromise and settle or to provide a defense, disputes over policy interpretation or enforcement, “bad faith” or other conduct giving rise to extra-contractual damages, and any right to receive proceeds under a policy or coverage action.
  • Insurance Rights expressly include Insurance Proceeds. “Insurance Coverage Actions” are separately defined as any pending coverage, arbitration, litigation, or other dispute between the Debtors and any Insurance Company with respect to an Insurance Policy involving any PI/WD Claim as of the Effective Date.
• Insurance Policies issued to or entered into by the Debtors prior to the Petition Date shall not be considered Executory Contracts and shall neither be assumed nor rejected; if any policy is determined by Final Order to be an Executory Contract, the Plan will constitute a motion to assume and assign it to the Trust, with entry of the Confirmation Order constituting approval under section 365.
  • Absent a Final Order or agreement of the parties, no payments are required to cure any defaults existing as of the Confirmation Date with respect to any Insurance Policy, and prepetition premium and other charge payments shall be indefeasible.
• Nothing in the Plan, the Trust Documents, the Confirmation Order, related findings or opinions, or any valuation of claims shall, as to any Insurance Company, (1) constitute an adjudication or other determination establishing coverage obligations for any claim or (2) limit the right to assert any Insurance Coverage Defense; provided that the Insurance Rights Transfer shall be valid and enforceable and the discharge or release of any party under the Plan shall not affect any Insurance Company’s liability.
  • Insurance Coverage Defenses exclude defenses premised on (1) the invalidity or unenforceability of the Insurance Rights Transfer, (2) the drafting, proposing, confirmation, or consummation of the Plan or any discharge or release thereunder operating to eliminate or reduce an insurer’s obligations, including coverage for liabilities assumed by the Trust, and (3) the settlement framework embodied in the Trust Distribution Procedures not yielding fair, reasonable, and equitable Allowed Claim amounts.
  • The establishment of any claim in litigation against the Trust in its capacity as the Debtors’ representative shall be deemed the establishment of a claim against the Debtors for purposes of triggering any available Insurance Policy. Neither the Plan nor the Trust Documents shall reduce, limit, discharge, or release any Insurance Company.
• D&O Policies to which the Debtors are a party as of the Effective Date shall be deemed Executory Contracts and automatically assumed, or assumed and assigned, pursuant to sections 365 and 1123.
  • Coverage for defense and indemnity shall remain available to all individuals within the definition of “Insured” in the applicable D&O Policy, and all officers, directors, agents, or employees who served at any time before the Effective Date shall be entitled to the full benefits of the D&O Policies in effect or purchased as of the Effective Date (including any “tail” policy) for the full term of such policy, regardless of whether they remain in such positions after the Effective Date — in each case to the extent set forth in the relevant D&O Policy.

Releases and Exculpation

• Released Parties comprise, in each case solely in its capacity as such: (1) the Debtors, (2) the Debtor Related Parties, (3) each holder of an Interest, (4) the Ad Hoc Group, (5) the Committee, and (6) each Related Party of the parties described in clauses (3) through (4) — a cross-reference that, as drafted, reaches the Related Parties of Interest holders and the Ad Hoc Group but not those of the Committee.
  • Debtor Related Parties captures, with respect to each Debtor, its Affiliates and legal representatives and their present and former shareholders, direct and indirect owners, partners, members, managers, consultants, subsidiaries, divisions, management companies, managed accounts or funds, fund advisors, predecessors, directors, officers, attorneys, accountants, financial advisors, investment bankers, employees, and agents, together with present Affiliates and — significantly — former Affiliates only to the extent the affiliation terminated on or after January 1, 1991.
  • Excluded from the definition 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., together with their affiliates, as well as Michelin and its past, present, and future affiliates, parents, subsidiaries, related parties, successors, board members, executives, and shareholders, solely in their capacity as such — in each case only to the extent such party is not listed on Schedule 2 of the Plan.
• Releasing Parties comprise (1) each Released Party; (2) each holder of a Claim in Class 1, 2, or 3 that has not filed an objection to the third-party release prior to the voting deadline or timely submitted a Release Opt-Out; (3) each holder of a Class 4 Claim that did not check the Release Opt-Out on its ballot; and (4) each Related Party of an entity in clauses (2) and (3) to the extent such entity is legally entitled to bind it.
  • The Release Opt-Out will be set forth on each ballot and in materials sent to holders not entitled to vote, permitting both voting and non-voting holders to opt out of the third-party release.
• The Debtor release under section 9.1 is granted by the Debtors, their Estates, and any entity that may purport to assert a Cause of Action by, through, for, or because of them; the third-party release under section 9.2 is granted by the Releasing Parties. Both extend to all claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities — including derivative claims and claims relating to the formulation, negotiation, and pursuit of confirmation and consummation of the Plan and Disclosure Statement — with the third-party release expressly limited to claims arising prepetition or postpetition up until the Effective Date.
  • Neither release covers (1) 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 (2) post-Effective Date obligations under the Plan or any implementing document.
  • Releasing Parties waive rights under any statute or common-law principle limiting the effect of a release to known claims, including section 1542 of the California Civil Code to the extent applicable.
  • Entry of the Confirmation Order constitutes the Bankruptcy Court’s approval of the Debtor releases and its finding that each is given for good and valuable consideration (including the Released Parties’ contributions to implementing the Plan), is a good-faith settlement and compromise, is in the best interests of the Debtors and all holders, is fair, equitable, and reasonable, was given after due notice and opportunity for hearing, reflects a sound exercise of business judgment, and bars the Debtors or their Estates from asserting any released claim against any Released Party or its property.
• Exculpated Parties comprise (1) each Debtor, (2) any entity (other than an ordinary course professional) retained in the cases pursuant to a final order under sections 327, 328, 330, 331, 363, or 1103, and (3) each of the Debtors’ current officers and directors, in each case solely in their capacities as such and solely to the extent they served between the Petition Date and the Effective Date.
  • The exculpation covers acts or omissions in connection with the Chapter 11 Cases from the Petition Date to the Effective Date, the preparation and consummation of the Disclosure Statement and Plan, the filing of the cases, the pursuit of confirmation, and the administration and implementation of the Plan, and the Exculpated Parties are deemed to have participated in good faith and are entitled to the protection of section 1125(e).
• The exculpation applies to the fullest extent permissible under applicable law, and each Exculpated Party is entitled to reasonably rely upon the advice of counsel with respect to its duties and responsibilities under the Plan.
• No holder of a Claim or Interest may set off or subrogate any claim against a Debtor or the Trust against any Cause of Action of a Debtor or the Trust unless that holder either filed a motion before the Confirmation Date requesting the right to do so or indicated in an Allowed Proof of Claim filed before the Confirmation Date that it asserts, has, or intends to preserve such right.
• On the Effective Date and concurrently with the applicable Plan Distributions, all mortgages, deeds of trust, Liens, pledges, and other security interests against property of the Estates shall be fully released and discharged, with all right, title, and interest reverting to the Debtors and their successors and assigns. Any holder of a Secured Claim that publicly filed or recorded a Lien must take all steps requested by the Plan Administrator to cancel or extinguish it, and the Plan Administrator may make any such filings or recordings on the holder’s behalf.

Claim Over and Contribution Bar

• It is the intent of the Released Parties that (1) the Debtors’ contributions to the Trust be the sole payments the Debtors and Debtor Related Parties make to address PI/WD Claims; (2) a claim by a PI/WD Claim holder against any Non-Released Party (any person or entity that is not a Released Party) not result in any additional payment by any Released Party; and (3) the compromise and settlement effectuated through the Plan meet the requirements of the Uniform Contribution Among Tortfeasors Act and any similar state or federal law or doctrine that reduces or discharges a released party’s liability to other parties.
• The Plan and Confirmation Order will specify that the Plan is a good faith settlement barring any Cause of Action by a Non-Released Party against any Released Party for contribution, indemnification, or otherwise seeking to recover amounts paid by or awarded against that Non-Released Party and paid or awarded to a PI/WD Claim holder by settlement, judgment, or otherwise — but only on a claim that would have been released had the Non-Released Party been a Released Party (a “Claim Over”), and only to the extent a good-faith settlement has such an effect under applicable law.
  • Nothing prevents the Trust or a Releasing Party from pursuing litigation against a Non-Released Party and collecting the full amount of any judgment.

Injunctions

• Except as otherwise provided in the Plan or Confirmation Order, all entities holding claims, interests, Causes of Action, or liabilities that are compromised, released, exculpated, or otherwise satisfied, stayed, 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, including from enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; creating, perfecting, or enforcing any lien or encumbrance; or asserting any right of setoff or subrogation — the setoff exception applying only where the entity timely asserted that setoff right in a document filed with the Bankruptcy Court explicitly preserving it.
  • Upon entry of the Confirmation Order, all holders of claims and interests and other parties in interest are enjoined from taking any action to interfere with implementation or consummation of the Plan.
  • No party may pursue a Cause of Action against the Debtors, the Exculpated Parties, or the Released Parties relating to matters subject to the release and exculpation provisions without first obtaining a determination from the Bankruptcy Court, after notice and a hearing, that the claim is colorable and was not released, attaching the proposed complaint, and obtaining specific authorization to bring it; adding Causes of Action by amendment requires further authorization. The Bankruptcy Court retains sole and exclusive jurisdiction to determine whether a Cause of Action is direct or derivative and whether it is colorable, and — only to the extent legally permissible — jurisdiction to adjudicate the underlying colorable Cause of Action.
• Insurance Entity Injunction: all persons holding or asserting any Cause of Action against any Insurance Company based upon or connected with any Insurance Policy, wherever arising, are stayed, restrained, and enjoined from taking any action to collect, recover, or receive payment on such Cause of Action, including commencing or continuing any suit or proceeding, enforcing or collecting any judgment, creating or enforcing any lien, or asserting any subrogation, setoff, indemnity, or contribution against any Insurance Company or its property.
  • The injunction does not impair actions brought by the Trust against any Insurance Company; the Trust may at any time terminate, reduce, or limit its scope as to any Insurance Company upon express written notice; and the injunction is not issued for the benefit of, and creates no third-party beneficiary rights in, any Insurance Company.
  • The injunction shall not enjoin (1) the rights of any insured party under any D&O Policy coverage; (2) the rights of any successor in interest to Uniroyal Properties, Inc., Uniroyal Tire Company, Inc., Uniroyal Plastics Company, Inc., Uniroyal Power Transmission, or Uniroyal Chemical Company, Inc. under coverage at issue in the litigation captioned Uniroyal, Inc. v. American Reinsurance Co., et al. (the operative clause is partially illegible in the filed copy reviewed); (3) the rights of any person to the treatment accorded under the Plan, including the rights of PI/WD Claim holders to assert such claims under the Trust Distribution Procedures; (4) and (5) the rights of the Trust to prosecute any action or assert any cause of action, debt, obligation, or liability for payment against any Insurance Company based on or arising from the Insurance Policies; (6) the rights of any Insurance Company to assert any cause of action, debt, obligation, or liability for payment against any other Insurance Company; or (7) causes of action for reinsurance under reinsurance or retrocessional contracts among Insurance Companies.
• To the maximum extent permitted by applicable law and subject to the Bankruptcy Court’s post-confirmation jurisdiction to modify them, injunctions and stays under sections 105 or 362 that are in existence on the date the Confirmation Order is entered remain in effect as to property of the Debtors or their Estates until such property is no longer estate property; all other such injunctions and stays remain in effect until the earlier of the closing or dismissal of the cases by Final Order. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect indefinitely.

Implementation and Corporate Wind-Down

• On the Effective Date, the Plan Administrator and Trustee shall enter into any transaction and take any reasonable action necessary or appropriate to effect the Plan, including executing documents of merger, consolidation, disposition, transfer, dissolution, restructuring, conversion, sale, or liquidation; delivering instruments of transfer, assignment, assumption, or delegation of any asset, right, liability, or obligation; filing certificates or articles of incorporation, merger, conversion, or dissolution under applicable state law; and making any other required filings or recordings.
• All matters expressly provided for under the Plan that would otherwise require approval of the Debtors’ stockholders, security holders, officers, directors, or other owners are deemed to have occurred and to be effective without any further vote, consent, approval, or authorization, and without notice to, order of, or hearing before the Bankruptcy Court.
• Plan Distributions will be funded with (1) Cash on Hand and (2) Trust Assets, subject to the provisions governing the Professional Fee Escrow and the Disputed Claims Reserve.
• On the Effective Date, following satisfaction of the Debtors’ Plan Distribution and funding requirements, the Debtors shall be dissolved for all purposes and shall have no further duties or responsibilities in connection with implementation of the Plan; the directors and officers shall be deemed to have resigned, and the employees shall be terminated. The Plan Administrator and the Trustee are thereafter authorized to act on behalf of the Estates, but have no duties other than those expressly set forth in the Trust Agreement, the Plan, or the Confirmation Order.
  • The Plan Administrator shall submit a copy of the Confirmation Order to the appropriate governmental agencies, which shall suffice to obtain a Certificate of Dissolution from the New Jersey Secretary of State and the Delaware Secretary of State.
  • The Plan Administrator shall be appointed as sole manager, sole director, and sole officer of the Debtors, succeeding to the powers of the Debtors’ managers, directors, and officers, and acting in the same fiduciary capacity as a board (all certificates of formation, membership agreements, and related documents being deemed amended to permit this); it shall be the sole representative of, and act for, the Debtors, with full power of attorney to execute or endorse documentation in furtherance of the Plan and the liquidation, including filing final tax returns and dissolving the Debtors. Nothing limits the authority of the Debtors or the Plan Administrator to continue the employment of any former manager or officer, including under a transition services or similar agreement.
  • The Plan Administrator means (1) the Trustee or (2) such other person or entity designated by the Committee to administer the wind-up of the Debtors; if designated by the Committee, its compensation and expenses shall be paid by the Trust.
• On the Effective Date, all agreements, instruments, notes, certificates, indentures, mortgages, securities, and other documents evidencing any Claim or Interest, and any rights of any holder in respect thereof, shall be deemed cancelled and of no further force or effect, with the Debtors’ obligations thereunder deemed fully satisfied, released, and discharged and, as applicable, deemed surrendered to the Plan Administrator; holders of and parties to such cancelled instruments retain no rights other than those provided under the Plan.
• The Debtors shall continue to operate as debtors in possession from the confirmation hearing through the Effective Date, subject to Bankruptcy Court oversight. On the Effective Date, the Plan shall be deemed substantially consummated within the meaning of section 1101 pursuant to section 1127(b).
• On the Effective Date, the Debtors shall provide the Plan Administrator and the Trustee with timely access to all of the Debtors’ books and records in their possession as of the Petition Date and the Effective Date, and shall instruct any third parties or professionals holding such records (including computer-generated or computer-maintained records) accordingly.
• On the Effective Date, the Committee will dissolve, though it may continue to serve for purposes of participating in any appeal, professional compensation applications, or pending adversary proceedings, dissolving upon completion of such participation. Upon dissolution, the Trust will succeed to and exclusively hold the Committee’s attorney-client and other privileges and work product protections.
• After full administration of the cases, the Plan Administrator shall promptly file all documents required by Bankruptcy Rule 3022 and a motion under Local Rule 3022-1(a) to close the Chapter 11 Cases.

Distributions and Claims Resolution

• The Disbursing Agent is the Trustee with respect to PI/WD Claims and the Plan Administrator with respect to all other claims, or a person or entity selected by either to make or facilitate the applicable Plan Distributions. The Distribution Record Date shall be the Effective Date or such other date designated by Final Order; on that date the claims register closes, and any party responsible for making Plan Distributions is thereafter authorized and entitled to recognize only those holders listed on the claims register as of the close of business on that date.
• Plan Distributions made after the Effective Date are deemed made on the Effective Date, and no interest shall accrue or be payable on any claim from the Effective Date to the date of final distribution.
  • No Cash payment of less than $100.00 is required on account of any Allowed Claim, and any undistributed amount may instead be used in accordance with the Plan; if the Cash available for the final distribution is less than the cost to distribute it, such funds will be transferred to the Trust.
  • Distributions returned as undeliverable, or not cashed within 90 calendar days of mailing, may be cancelled, with notice of the holder’s name and last known address filed with the Bankruptcy Court; if the distribution still cannot be made 30 calendar days after such filing, the holder ceases to be entitled to it, the funds transfer to the Trust, and the claim is deemed disallowed and expunged for purposes of further distributions.
  • Claims asserted in non-U.S. currency shall be automatically deemed converted to U.S. dollars at the exchange rate published in The Wall Street Journal on the Petition Date.
  • Distributions on claims comprising both principal and accrued but unpaid prepetition interest shall be allocated first to principal, as determined for U.S. federal income tax purposes.
  • No distribution is required to a holder that fails to return a valid, completed IRS form within 90 days of a written request, and each holder bears sole responsibility for its own tax obligations on account of any distribution.
  • The Disbursing Agent may set off or recoup against any Allowed Claim without Bankruptcy Court approval, provided that no less than 14 calendar days’ notice is given or the holder consents.
  • The Plan Administrator shall comply with all federal, state, local, and foreign withholding and reporting requirements, may require holders to submit appropriate tax and withholding certifications, and all distributions are subject to those requirements. Where a payment or act falls on a day that is not a Business Day, it may be completed on or as soon as reasonably practicable after the next Business Day but is deemed completed as of the required date.
  • Except as otherwise provided in the Plan, Plan Distributions are made free and clear of any Liens, Claims, encumbrances, charges, and other interests, and no other entity holds any legal, beneficial, or other interest in the property distributed. At the Disbursing Agent’s option, Cash payments may be made by check or wire transfer or as otherwise required by applicable agreements or the Debtors’ customary practices.
• The Debtors shall prepare a reasonable, good faith estimate of the projected amount necessary to satisfy Disputed Claims — reasonably acceptable to the Committee — no later than five Business Days prior to the anticipated Effective Date, and the Plan Administrator shall establish and maintain the Disputed Claims Reserve in that amount on the Effective Date. The reserve is maintained for holders of Disputed Claims in Classes 1, 2, and 3 to the extent those claims are subsequently Allowed and entitled to Plan Distributions.
  • The estimate is not an admission or limitation as to the amount of any Disputed Claim, and holders are not bound by it.
  • Upon satisfaction or resolution of all Disputed Claims, the Plan Administrator will transfer any remaining amounts in the reserve to the Trust.
• After the Effective Date, the Plan Administrator may file, withdraw, or litigate to judgment objections to Claims or Interests, settle or compromise any Disputed Claim without further Bankruptcy Court approval, and administer and adjust the claims register to reflect such settlements or compromises without further Bankruptcy Court approval; it retains all rights and defenses the Debtors held immediately prior to the Effective Date. Any Claim that has been paid, satisfied, amended, or superseded may be adjusted or expunged on the claims register without an objection being filed, upon notice filed on the docket. Objections to Claims must be filed on or before the applicable deadline, which the Plan Administrator may extend upon presentment of an order.
  • The Debtors or the Plan Administrator may at any time request that the Bankruptcy Court estimate any contingent or unliquidated Disputed Claim under section 502(c), regardless of whether any party previously objected or the Court has ruled on an objection, and the Court retains jurisdiction to do so including during litigation of or appeal from an objection.
  • Claims expunged or disallowed but subject to appeal or not yet the subject of a Final Order are deemed estimated at $0.00 unless otherwise ordered; any court-estimated amount constitutes a maximum limitation on the claim for all Plan purposes.
  • No distribution shall be made on account of a claim subject to a pending objection unless and until it becomes an Allowed Claim, at which point distribution shall be made as soon as practicable after the allowing order becomes a Final Order, without interest, dividends, or accruals.

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 will be deemed rejected pursuant to sections 365 and 1123, other than those subject to a motion to assume pending on the Confirmation Date. Assumption pursuant to a Bankruptcy Court order, together with payment of any Cure amounts, results in the full, final, and complete release and satisfaction of any Claims or defaults — monetary or nonmonetary, including change-of-control and other bankruptcy-related defaults — arising under the assumed contract or lease at any time before the effective date of assumption.
• Unless otherwise ordered by the Court, claims arising from such rejection are forever barred and unenforceable against the Debtors, the Estates, the Trust, or their assets unless a proof of claim is filed with the Notice and Claims Agent and served on counsel to the Plan Administrator within 30 days of the Effective Date; if Allowed, they are treated as Class 3 General Unsecured Claims. Any other claims held by a counterparty to a rejected contract or lease must have been evidenced by a proof of claim filed by the applicable bar date or are likewise barred.
• Neither the inclusion nor the exclusion of a contract or lease in the Schedules or Plan Supplement is an admission that it is executory or unexpired or that the Debtors have liability under it. If a dispute arises over whether a contract or lease was executory or unexpired at the time of assumption or rejection, the Debtors or the Plan Administrator may elect, within 30 calendar days following entry of a Final Order resolving the dispute, to alter its treatment by filing a notice on the docket. If the Effective Date does not occur, the Bankruptcy Court retains jurisdiction over any request to extend the section 365(d)(4) deadline for Unexpired Leases.
• Rejection does not terminate preexisting obligations owed to the Debtors, the Trustee, or the Plan Administrator, who expressly reserve rights to warranties, indemnity, and continued maintenance obligations notwithstanding any non-bankruptcy law to the contrary.
• 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 deemed Executory Contracts and shall be rejected on the Effective Date pursuant to sections 365 and 1123, except to the extent previously ordered by the Bankruptcy Court.

Conditions Precedent to the Effective Date

• The Effective Date is subject to each of the following twelve conditions precedent:
  • Bankruptcy Court approval of the Disclosure Statement as containing adequate information;
  • 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, with no modification or stay and no other order prohibiting consummation of the material transactions contemplated by the Plan;
  • Full funding of the Professional Fee Escrow pursuant to the terms of the Plan;
  • All actions, documents, and agreements necessary to implement the Plan having been effected, executed, or tendered for delivery, and all conditions precedent to their effectiveness having been satisfied or waived;
  • Occurrence of the Data Transfer;
  • Appointment of the Plan Administrator and the Trustee, each prepared to assume its rights and responsibilities under the Plan or Confirmation Order;
  • Receipt by the Debtors of all authorizations, consents, and regulatory approvals necessary 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 is doing so consistent with any obligations it owes under the terms of the RSA.
• Unless otherwise specifically provided in the Plan, the conditions may be waived in whole or in part with the consent of each of the Debtors and the Ad Hoc Group, without notice to any other parties in interest or the Bankruptcy Court and without a hearing. Notably, while the Plan and Confirmation Order must be reasonably acceptable to the Committee as a condition, the Committee is not a party whose consent is required to waive that or any other condition.
• The Effective Date is the first Business Day on which each condition precedent has been satisfied or waived and on which the Debtors, with the Committee’s consent, file notice of the Plan’s effectiveness on the docket.

Plan Supplement

• The Debtors will file the Plan Supplement no later than seven days before the voting deadline, or such later date approved by the Bankruptcy Court on notice to parties in interest, subject to modification prior to the Confirmation Date.
• The Plan Supplement will include, among other things, (1) the identity and compensation of the Plan Administrator; (2) to the extent known, the identity of any insider to be employed or retained by the Plan Administrator and the nature of any compensation for such insider; (3) the Trust Agreement; (4) the identity and compensation of the Trustee; (5) the Trust Distribution Procedures; and (6) other documentation necessary to effectuate the Plan.

Modification, Revocation, and Miscellaneous

• The Debtors may amend or modify the Plan prior to entry of the Confirmation Order, including to satisfy section 1129, and thereafter may institute proceedings to amend or modify the Plan under section 1127(b) or to remedy any defect, omission, or inconsistency. Non-material, technical adjustments to the Plan or Plan Supplement may be made prior to the Effective Date without further Bankruptcy Court approval.
  • Entry of the Confirmation Order means all modifications or amendments since solicitation are approved under section 1127(a) and do not require additional disclosure or re-solicitation under Bankruptcy Rule 3019.
• The Debtors reserve the right to revoke and withdraw the Plan at any time prior to the Confirmation Date in the exercise of their fiduciary duties, or, if unable to consummate the Plan after the Confirmation Date, at any time up to the Effective Date, in which case no waiver or release of claims shall be deemed to have occurred and the result will be as if the Confirmation Order were not entered, the Plan was not filed, and the Effective Date did not occur.
• In the event of an inconsistency, the Plan controls over the Disclosure Statement and the Plan Supplement, and the Confirmation Order controls over the Plan. The Plan shall have no force or effect unless and until the Bankruptcy Court enters the Confirmation Order, and neither the filing of the Plan, nor any statement or provision in it, nor any action taken by the Debtors with respect to the Plan, Disclosure Statement, or Plan Supplement constitutes an admission or waiver of any of the Debtors’ rights as to holders of Claims or Interests prior to the Effective Date.
• Upon the Effective Date, the terms of the Plan and the Plan Supplement documents are immediately effective, enforceable, and binding upon, and inure to the benefit of, the Debtors, the Plan Administrator, the Trust, holders of Claims and Interests, the Released Parties, the Exculpated Parties, all non-Debtor parties to Executory Contracts and Unexpired Leases, and all parties in interest — notwithstanding Bankruptcy Rules 3020(e), 6004(h), and 7062. The rights, benefits, and obligations of any entity named in the Plan bind and inure to its heirs, executors, administrators, successors, assigns, beneficiaries, and guardians, and on the Effective Date the Plan supersedes all previous and contemporaneous negotiations, agreements, and representations on the subjects it addresses.
• The Bankruptcy Court will retain jurisdiction over, among other matters, assumption and rejection applications and Cure disputes, claim allowance and estimation, Professional Fee Claims, disputes over reserves, interpretation and enforcement of the Plan and Confirmation Order, enforcement of the release, exculpation, and injunction provisions, recovery of estate assets, tax matters under sections 346, 505, and 1146, and entry of a final decree closing the cases.
• If any term of the Plan is held invalid, void, or unenforceable, the Bankruptcy Court may — only at the Debtors’ request — alter or interpret it to make it valid and enforceable consistent with its original purpose, with the remainder of the Plan unaffected. The Confirmation Order will constitute a judicial determination that each term of the Plan, as so altered or interpreted, is valid and enforceable, is integral to the Plan and may not be deleted or modified without the consent of the Debtors or the Plan Administrator, and is nonseverable and mutually dependent.
• Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or otherwise specifically stated, New York law, without giving effect to conflict of laws principles, governs the rights, obligations, construction, and implementation of the Plan and related documents, as well as corporate governance matters — except that where a related agreement specifies its own governing law, that law controls. Note that the Plan’s rules of interpretation separately provide that rights and obligations arising under the Plan are governed by and construed in accordance with federal law, including the Bankruptcy Code and Bankruptcy Rules, subject to the provisions of contracts, organizational documents, releases, and other documents entered into in connection with the Plan.