Valves and Controls US Inc - Chapter 11 Plan Terms

Plan Terms

Overview

• Valves and Controls US, Inc. (the "Debtor") and the Official Committee of Unsecured Creditors (the "UCC") jointly propose a chapter 11 plan of liquidation (the "Plan") pursuant to section 1121(a) of the Bankruptcy Code.
  • The Debtor commenced its Chapter 11 case on July 25, 2025, in the U.S. Bankruptcy Court for the District of Delaware, styled In re Valves and Controls US, Inc., Case No. 25-11403 (TMH).
  • The UCC was appointed on August 14, 2025, pursuant to section 1102(a)(1) of the Bankruptcy Code.
  • Kroll Restructuring Administration, LLC serves as the claims, noticing, and solicitation agent.
• Confirmation of the Plan does not provide the Debtor with a discharge under section 1141 of the Bankruptcy Code because it is a liquidating chapter 11 plan.
• The Plan contemplates, among other things, the establishment of a trust organized under the laws of Delaware (the "Trust") to assume all liability for and administer Asbestos Claims, the appointment of a Wind-Down Officer to oversee the orderly wind-down and dissolution of the Debtor, and the funding of a $50,000 Non-Asbestos GUC Claim Fund.
• Key parties referenced in the Plan include:
  • Weir Group PLC and its Related Parties other than the Debtor ("Weir").
  • FR Flow Control HoldCo Limited, FR Flow Control Valves US Bidco, Inc., First Reserve Fund XIII, L.P., FR XIII Foxtrot AIV, L.P., First Reserve XIII Advisers LLC, First Reserve LLC, FR Flow Control France Bidco SAS, and First Reserve International Limited, together with their affiliates and subsidiaries ("First Reserve").
• The Plan references the 2019 Transaction, which was the sale of the Flow Control Business assets, including the Debtor's operating assets, pursuant to a Sale and Purchase Agreement dated February 25, 2019, by and among Weir Group PLC, FR HoldCo Limited, Weir Group Holdings Limited, and FR Flow Control France BidCo SAS.

Classification of Claims and Interests

• The Plan classifies Claims and Interests as follows:
  • Class 1: Other Priority Claims — Unimpaired — Not Entitled to Vote (Presumed to Accept).
  • Class 2: Other Secured Claims — Unimpaired — Not Entitled to Vote (Presumed to Accept).
  • Class 3: Non-Asbestos GUC Claims — Impaired — Entitled to Vote.
  • Class 4: Direct Asbestos Claims — Impaired — Entitled to Vote.
  • Class 5: Indirect Asbestos Claims — Impaired — Entitled to Vote.
  • Class 6: Existing Interests — Impaired — Not Entitled to Vote (Deemed to Reject).
• An Impaired Class of Claims shall have accepted the Plan if (i) the holders of at least two-thirds in amount of Claims actually voting in such Class have voted to accept the Plan, and (ii) the holders of more than one-half in number of Claims actually voting in such Class have voted to accept the Plan.
• The Proponents shall seek confirmation pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests other than Class 4 (Direct Asbestos Claims).

Treatment of Claims and Interests

• Class 1 (Other Priority Claims): The legal, equitable, and contractual rights of holders are unaltered by the Plan. Each holder of an Allowed Other Priority Claim shall receive, at the option of the Debtor or the Wind-Down Officer, either (a) payment in full in Cash from the Wind-Down Reserve or (b) such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 2 (Other Secured Claims): The legal, equitable, and contractual rights of holders are unaltered by the Plan. Each holder of an Allowed Other Secured Claim shall receive, at the option of the Debtor or the Wind-Down Officer, either (a) payment in full in Cash from the Wind-Down Reserve or (b) such other treatment so as to render the holder's Allowed Other Secured Claim Unimpaired.
• Class 3 (Non-Asbestos GUC Claims): Each holder of an Allowed Non-Asbestos GUC Claim shall receive its Pro Rata share of the Non-Asbestos GUC Claim Fund with all other Allowed Non-Asbestos GUC Claims.
• Class 4 (Direct Asbestos Claims): As of the Effective Date, all Direct Asbestos Claims shall automatically be incurred in full and assumed by the Trust. Each holder of an Allowed Direct Asbestos Claim shall receive its Pro Rata share of the Distributable Value of the Trust with all other Allowed Direct Asbestos Claims.
  • Holders shall not receive any payment from the Trust unless and until such Claims are resolved in accordance with the Trust Documents, including the Trust Distribution Procedures.
• Class 5 (Indirect Asbestos Claims): As of the Effective Date, all Indirect Asbestos Claims shall automatically be incurred in full and assumed by the Trust. Each holder of an Allowed Indirect Asbestos Claim shall receive its Pro Rata share of the Distributable Value of the Trust with all other Allowed Indirect Asbestos Claims.
  • Holders shall not receive any payment from the Trust unless and until such Claims are resolved in accordance with the Trust Documents, including the Trust Distribution Procedures.
• Class 6 (Existing Interests): On the Effective Date, the Existing Interests shall be cancelled, and the holders thereof shall not receive or retain any property on account of such interests under the Plan.

Trust Formation and Administration

• The Trust shall be organized under the laws of Delaware and established under the Plan and the Trust Agreement. The Trust shall (i) have the powers, duties, and obligations set forth in the Plan and Trust Agreement, (ii) assume all liability for, and administer and make distributions on account of, all Asbestos Claims, (iii) negotiate with and/or, as necessary, arbitrate, litigate, or otherwise proceed against Insurance Companies to recover Insurance Proceeds, and (iv) constitute a "qualified settlement fund" within the meaning of the Treasury Regulations issued under Section 468B of the Internal Revenue Code.
• On or before the Effective Date, the Trust Agreement shall be executed and all necessary steps shall be taken to create the Trust. On the Effective Date, the Trust shall be automatically appointed as representative of the Debtor's Estate pursuant to sections 1123(a)(5), (a)(7), and (b)(3)(B) of the Bankruptcy Code.
  • From and after the Effective Date, the Trust shall succeed to all rights, privileges, and powers of the Debtor and its Estate with respect to the applicable Trust Assets, including the Trust Causes of Action and the Insurance Rights.
  • The Trust shall be substituted and will replace the Debtor, its Estate, and the UCC in all Trust Causes of Action and Insurance Rights, whether or not such Causes of Action are pending in filed litigation.
• The purpose of the Trust shall be to (a) hold, manage, protect, and monetize the Trust Assets and (b) administer, process, and satisfy all Asbestos Claims, which shall be submitted exclusively to the Trust and satisfied in accordance with the Trust Distribution Procedures.
• The Trustee shall be selected by the UCC with the consent of the Debtor, which consent shall not be unreasonably withheld or delayed, and shall be identified in the Plan Supplement and subject to Bankruptcy Court approval. The Trustee's powers and duties shall include:
  • Holding, managing, protecting, and monetizing the Trust Assets.
  • Administering, processing, and liquidating Asbestos Claims, which shall be submitted exclusively to the Trust and paid in accordance with the Trust Distribution Procedures.
  • Carrying out the provisions of the Plan relating to the Trust, including investigating, commencing, prosecuting, transferring, settling, compromising, withdrawing, or abandoning the Trust Causes of Action and Insurance Rights.
  • Borrowing funds or obtaining financing from third parties sufficient to commence, prosecute, and settle the Trust Causes of Action and Insurance Rights.
• On the Effective Date, the Trust Advisory Committee shall be established pursuant to the Trust Agreement. The Trust Advisory Committee shall serve in a fiduciary capacity in the administration of the Trust and shall have consent and consultation rights over:
  • Any amendments to the Trust Distribution Procedures and the Trust Agreement.
  • Any changes to the forms of acceptance and release under the Trust Distribution Procedures.
  • The prosecution or settlement of Trust Causes of Action.
  • The prosecution or settlement of any Insurance Coverage Actions or Insurance Policies.
  • Any loan or financing obtained by the Trust.
• The Trust is authorized pursuant to Bankruptcy Rule 2004 or other applicable discovery rules to seek discovery necessary to satisfy its obligations under the Plan and the Trust Documents.

Trust Assets and Causes of Action

• Trust Assets consist of (i) the Data Transfer Documents, (ii) Excess Cash, (iii) the Trust Causes of Action, (iv) Settlement Consideration (if any), (v) the Insurance Rights and Insurance Proceeds, (vi) D&O Policies, (vii) Other Debtor Assets, and (viii) the New Equity Interests.
  • Excess Cash means all funds or cash available to the Debtor on the Effective Date less amounts necessary to fund the Professional Fee Escrow Account, the Non-Asbestos GUC Claim Fund, and the Wind-Down Reserve.
• Trust Causes of Action means all Estate Causes of Action other than the Wind-Down Retained Causes of Action or Released Causes of Action, including Estate Causes of Action (i) against any alleged successor to or alter ego of the Debtor, (ii) against any of the Debtor's current and former Insiders, Affiliates, and Related Parties, (iii) arising out of or related to the 2019 Transaction, (iv) that are defenses to any Asbestos Claim, including all defenses under section 502 of the Bankruptcy Code, and (v) for setoff, reimbursement, indemnity, contribution, subrogation, breach of warranty, breach of contract, or otherwise.
• As of the Effective Date, the Trust Assets, including the Trust Causes of Action, shall vest in the Trust free and clear of all Liens, Claims, Encumbrances, charges, or other interests to the extent permitted by section 1141 of the Bankruptcy Code. The transfer of Trust Assets to the Trust shall not diminish, and fully preserves, any rights and defenses the Debtor would have if such assets had been retained.
• As of the Effective Date, the Post-Effective Date Debtor shall issue the New Equity Interests to the Trust.
• On the Effective Date, any attorney-client privilege, work-product privilege, common-interest communications with Insurance Companies, and other privilege or immunity of the Debtor relating to Asbestos Claims, Trust Assets, or Insurance Rights shall be irrevocably transferred to and vested in the Trust.

Wind-Down

• The Wind-Down Officer shall be an individual selected by the UCC with the consent of the Debtor, which consent shall not be unreasonably withheld or delayed, and disclosed in the Plan Supplement. On the Effective Date, the Wind-Down Officer shall be appointed for the purpose of conducting the wind-down and shall succeed to such powers and privileges as would have been applicable to the Debtor's officers, directors, and shareholders.
  • The UCC, with the Debtor's consent, may select the same person serving as Trustee to serve in a separate capacity as the Wind-Down Officer.
  • From and after the Effective Date, the Wind-Down Officer shall be a representative of and shall act for the Post-Effective Date Debtor and its Estate, including as sole director and sole officer.
  • From and after the Effective Date, all directors, managers, and other members of existing boards or governance bodies of the Debtor shall cease to hold office or have any authority and be deemed to have resigned.
• The Wind-Down Officer shall be responsible for, among other things: (a) implementing the wind-down and administering the liquidation of the Post-Effective Date Debtor, (b) resolving any Disputed Wind-Down Claims and undertaking a good faith effort to reconcile and settle such claims, (c) making distributions on account of Allowed Wind-Down Claims, (d) filing appropriate tax returns, and (e) otherwise administering the Plan.
• Wind-Down Reserve means Cash to be reserved by the Debtor prior to the Effective Date in an amount sufficient to fund all actions necessary to fully administer the wind-down and pay all post-Effective Date fees and expenses. The Wind-Down Reserve shall be separate and in addition to the Professional Fee Escrow Account and the Non-Asbestos GUC Claim Fund.
  • The Debtor shall prepare a reasonable and good faith estimate (reasonably acceptable to the UCC) of (i) the cost of performing the Wind-Down Officer's responsibilities and (ii) the projected amount necessary to satisfy Administrative Expense Claims (other than Professional Fee Claims), Priority Tax Claims, Other Priority Claims, and Other Secured Claims, no later than five Business Days prior to the anticipated Effective Date.
• Wind-Down Claims means Non-Asbestos GUC Claims, Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, and Other Secured Claims.
• Upon conclusion of the wind-down, the Debtor shall be dissolved by the Wind-Down Officer. Any funds remaining in the Post-Effective Date Debtor at the time of dissolution shall be transferred to, and shall become the property of, the Trust.

Non-Asbestos GUC Claim Fund

• On the Effective Date, the Debtor shall fund the Non-Asbestos GUC Claim Fund with Cash on hand in the amount of $50,000.
• Non-Asbestos GUC Claims include any General Unsecured Claim against the Debtor that is not an Asbestos Claim, including claims that (i) are obligations to general trade creditors or commercial debtholders, (ii) arise under a workers compensation act or a self-insured health plan, (iii) are obligations to refund the purchase price of, or to repair or replace, products regularly sold in the ordinary course of business, or (iv) any other excluded liability under Treasury Regulation § 1.468B-1(g).

Settlement Option

• There shall be no Estate Claims Settlement, and no Persons or Entities shall qualify as Settlement Parties, unless expressly agreed to by the UCC and the Debtor in their sole and absolute discretion.
  • No Person shall be a Settlement Party unless the UCC agrees in writing not less than 30 days prior to the Voting Deadline that such Person can be included within the definition.
• If an Estate Claims Settlement is entered into and supported by the UCC and the Debtor not less than 30 days prior to the Voting Deadline, then (i) the Plan shall be deemed a motion to approve the Estate Claims Settlement pursuant to Bankruptcy Rule 9019, and (ii) the entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the Estate Claims Settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019.
• Under no circumstances shall any portion of the Settlement Consideration be used to pay Administrative Expense Claims, Professional Fee Claims, Priority Tax Claims, Other Priority Claims, or Other Secured Claims of any type under the Plan or otherwise in the Chapter 11 Case.

Administrative and Professional Fee Claims

• Holders of Administrative Expense Claims (other than Professional Fee Claims and Statutory Fees) must file requests for payment on or before the Administrative Expense Claims Bar Date, which is 60 calendar days after the Effective Date, or be forever barred from asserting such Claims.
  • Allowed Administrative Expense Claims shall receive, in full and final satisfaction, either (i) Cash in an amount equal to the Allowed amount from the Wind-Down Reserve or (ii) such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Professional Persons shall file applications for final allowance of compensation within 45 days after the Effective Date and, after notice and a hearing, shall be paid in full from the Professional Fee Escrow Account.
  • On or prior to the Effective Date, the Debtor shall establish and fund the Professional Fee Escrow Account with Cash equal to each Professional Person's good faith estimate of its Professional Fee Claims.
  • Funds held in the Professional Fee Escrow Account shall not be considered property of the Debtor's Estate, the Post-Effective Date Debtor, or the Trust, and shall only be used for payment of Allowed Professional Fee Claims. After all Allowed Professional Fee Claims have been irrevocably paid in full, any amounts remaining shall become Trust Assets and be made available for distribution to holders of Allowed Asbestos Claims.
  • In no circumstances shall the Trust be responsible for the payment of any Professional Fee Claims.

Priority Tax Claims

• Each holder of an Allowed Priority Tax Claim shall receive, in full and final satisfaction, at the sole option of the Debtor or the Wind-Down Officer, either (i) payment in full in Cash or (ii) such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code, on the later of (a) the Effective Date, (b) 30 calendar days after the date such Claim becomes Allowed, and (c) the date such Allowed Priority Tax Claim is due and payable in the ordinary course.

Insurance Provisions

• On the Effective Date, the Debtor shall transfer to the Trust all its rights in connection with (a) the D&O Policies, (b) the Insurance Rights, (c) the Insurance Proceeds, and (d) all other rights, claims, benefits, or Causes of Action with respect to the Insurance Policies (but not the policies themselves).
  • On the Effective Date, the D&O Policies shall be Trust Assets. The Debtor and the Trust shall not terminate or otherwise reduce coverage under any D&O Policies (including any "tail policy") in effect on or prior to the Effective Date.
  • Nothing in the Plan or the Confirmation Order shall adversely affect the rights to coverage, if any, of any insured persons or organizations under any D&O Policy with respect to alleged wrongful acts.
• The Insurance Policies and any related agreements issued to or entered into by the Debtor prior to the Petition Date shall not be considered Executory Contracts and shall neither be assumed nor rejected by the Debtor; provided, however, that to the extent any such Insurance Policy is determined by Final Order to be an Executory Contract, the Plan will constitute a motion to assume such Insurance Policy and assign the same to the Trust.
• Nothing in the Plan, the Plan Documents, the Confirmation Order, or any valuation of Claims in the Chapter 11 Case shall, with respect to any Insurance Company, (i) constitute any adjudication or determination establishing the coverage obligation of any such Insurance Company, or (ii) limit the right of any such Insurance Company to assert any Insurance Coverage Defense; provided that the transfer of rights to the Trust shall be valid and enforceable, and the discharge or release of any party shall not affect the liability of any such Insurance Company.
  • The establishment of any claim in litigation against the Trust in its capacity as the Debtor's representative shall be deemed the establishment of a claim against the Debtor for the purpose of triggering any available Insurance Policy.
  • Neither the Plan nor the Plan Documents shall in any way reduce, limit, discharge, or release any Insurance Company.

Executory Contracts and Unexpired Leases

• As of the Effective Date, each Executory Contract and Unexpired Lease not previously assumed, rejected, or assumed and assigned during the Chapter 11 Case shall be deemed automatically rejected, unless such contract or lease (a) is listed on the Assumption Schedule or (b) is subject to a pending motion as of the Effective Date.
  • No Executory Contract or Unexpired Lease shall be included on the Assumption Schedule without the UCC's prior written consent, and none may be assumed or assumed and assigned to the Trust absent the UCC's prior written consent.
• Each assumed and assigned Executory Contract or Unexpired Lease shall be assigned to the Trust on the date the Trust is established or as soon as reasonably practicable thereafter, and shall vest in and be fully enforceable by the Trust in accordance with its terms.
• Assumption or assumption and assignment of any Executory Contract or Unexpired Lease shall result in the full release and satisfaction of any Claims or defaults, subject to satisfaction of the Cure Amount, whether monetary or nonmonetary, including defaults of provisions restricting change in control or other bankruptcy-related defaults.
• Claims for rejection damages must be filed within 30 days after the later of (i) the Effective Date, (ii) the effective date of rejection, and (iii) the Bankruptcy Court deadline for asserting such claims, or they shall be forever barred. Any such Claims, to the extent Allowed, shall be classified as Non-Asbestos GUC Claims in Class 3.

Data Transfer

• To investigate, prosecute, compromise, or settle the Insurance Rights and Trust Causes of Action, the Trust and its counsel require full access to the Data Transfer Documents, which include:
  • The Debtor's Books and Records.
  • The Debtor's document productions to the UCC dated October 29, 2025, December 23, 2025, January 5, 2026, and January 16, 2026.
  • The Debtor's document production resulting from reasonable search parameters provided by the UCC and agreed to by the Debtor prior to the Confirmation Date.
  • All documents and communications withheld from the UCC as Privileged Information.
  • All other reasonably identifiable documents, communications, and Privileged Information relevant to the liquidation of Asbestos Claims and the Trust Causes of Action.
• Prior to the Effective Date, the Debtor and the UCC shall coordinate in good faith to determine a process for providing the Trust with full access to the Data Transfer Documents. On the Effective Date or as soon thereafter as reasonably practicable, the Trust shall be provided full access and the Debtor shall assign and transfer such information and documents to the Trust.
  • The Trust shall solely bear the costs or expenses associated with any review or hosting of Data Transfer Documents after the Effective Date.
  • The production of information to the Trust shall not result in the destruction or waiver of any applicable privileges held by the Debtor or the Trustee.

Releases

• Released Parties include (i) Asa Altmark, Gareth Young, Scott Tandberg, and Paul Aronzon, each solely in their capacity as directors or officers of the Debtor, (ii) Wes Wadle, solely in his capacity acting as internal counsel to the Debtor, (iii) the Professional Persons, each solely in their capacity as counsel or advisor to the Debtor or the UCC, and (iv) solely if the Settlement Option is exercised, the Settlement Parties.
• Releases by the Debtor: As of the Effective Date, the Released Parties and the Trust shall be deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtor, the Post-Effective Date Debtor, the Estate, the Trust, and any Person seeking to exercise the rights of the Estate, from any and all Claims, Causes of Action, and liabilities whatsoever.
  • The Debtor does not release, and the Trust shall retain, Claims or Causes of Action arising out of any act or omission of a Released Party that is a criminal act or constitutes fraud, gross negligence, or willful misconduct.
  • The release of any Released Party shall not affect the liability of any non-Released Party for any such Causes of Action on any theory of law or equity.
• Consensual Release by Releasing Parties: Releasing Parties include (i) each Released Party, (ii) each holder of a Claim in Class 3, Class 4, or Class 5 that checks the box on its Ballot indicating it opts to grant the releases, and (iii) each Related Party of the foregoing solely to the extent legally entitled to bind such Related Party. The Debtor, its Estate, and the Trust shall in no circumstance be considered a Releasing Party.
  • The consensual releases do not extend to any act or omission of a Released Party prior to the Effective Date that is later found to be a criminal act or to constitute fraud, gross negligence, or willful misconduct.
  • The consensual releases shall have no impact on (a) the rights of holders of Asbestos Claims to assert such Claims against the Trust, (b) the rights of holders of Non-Asbestos GUC Claims to assert such Claims in accordance with the Plan, or (c) the rights of holders of General Unsecured Claims to seek recovery from any Person that is not a Released Party.
• On the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estate shall be fully released, and all right, title, and interest of any holder of such interests shall automatically revert to the applicable Debtor or the Trust, without any further Bankruptcy Court approval or action by any Person or Entity.

Exculpation

• Exculpated Parties include, solely in their capacities as such and solely to the extent they are estate fiduciaries: (i) the Debtor, (ii) the Board of Directors and each of its members who served on or after the Petition Date, (iii) the Debtor's officers who served on or after the Petition Date, (iv) Wes Wadle, solely in his capacity as internal counsel, (v) Professional Persons and any Ordinary Course Professional retained by the Debtor, (vi) the UCC and each of its members, and (vii) any professionals representing a UCC member in the affairs of the UCC.
• No Exculpated Party shall have or incur any liability for any act or omission taken on or after the Petition Date and prior to or on the Effective Date relating to the Chapter 11 Case, the negotiation and implementation of the Disclosure Statement, the formation of the Trust, the Plan and Plan Supplement, solicitation of votes, the wind-down and liquidation of the Debtor, and related transactions.
  • The exculpation shall not apply to any act or omission of an Exculpated Party prior to the Effective Date that is later found to be a criminal act or to constitute fraud, gross negligence, or willful misconduct.

Injunctions

• All injunctions and stays arising under or entered during the Chapter 11 Case shall remain in full force and effect until the later of the Effective Date and the date indicated in the applicable order.
• Upon entry of the Confirmation Order, all holders of Claims and Interests and other parties in interest shall be enjoined from taking any actions to interfere with the implementation or consummation of the Plan.
• All Persons that have held, hold, or may in the future hold any Cause of Action against any Insurance Company based upon, attributable to, or connected with any Insurance Policy shall be stayed, restrained, and enjoined from taking any action for the purpose of directly or indirectly collecting or recovering with respect to any such Cause of Action.
  • This injunction shall not impair any actions brought by the Trust against any Insurance Company, and the Trust shall have the authority to terminate, or reduce or limit the scope of, the injunction with respect to any Insurance Company. The injunction is not issued for the benefit of, and no Insurance Company is a third-party beneficiary of, the injunction, and it does not enjoin (i) the rights of any insured party under any "Side A" coverage of any D&O Policy, (ii) the rights of any Person to the treatment accorded under the Plan, including holders of Asbestos Claims asserting such Claims under the Trust Distribution Procedures, (iii) the Trust's rights to prosecute or assert claims based on the Insurance Policies, (iv) an Insurance Company's claims against any other Insurance Company, or (v) reinsurance or retrocessional claims among Insurance Companies.
• The Plan Injunction shall not enjoin or impair (a) the rights of holders of Asbestos Claims to assert such Claims against the Trust, (b) the Trust from enforcing its rights under the Plan, (c) the rights of the Trust to prosecute any action against an Insurance Company, (d) the rights of the Trust to prosecute any Trust Causes of Action, or (e) the rights of holders of Asbestos Claims to seek recovery from any Person that is not the Debtor, the Post-Effective Date Debtor, the Estate, the Trust, or a Released Party.
• All Persons who have held, hold, or may hold Claims, Interests, or Causes of Action that have been released or are subject to exculpation shall be permanently enjoined from commencing or continuing any action, enforcing any judgment, creating or enforcing any Lien, asserting any right of setoff, or commencing any other proceeding against the Released Parties or Exculpated Parties on account of such released or exculpated Claims.

Distributions

• All Asbestos Claims shall be administered by the Trust pursuant to and in accordance with the Plan and the Trust Documents. Distributable Value shall mean the value available for distribution to holders of Allowed Asbestos Claims net of expenses, reserves, or other obligations of the Trust.
• The Distribution Record Date shall be the first day of the Confirmation Hearing, or as otherwise designated in the Confirmation Order.
• Holders of Wind-Down Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or after the Effective Date.
• The Disbursing Agent shall not make any distribution to a holder of an Allowed Claim where such distribution is valued at less than $25.00.
• No holder of an Allowed Claim shall receive distributions in excess of the Allowed amount of such Claim when combined with amounts received from other sources.
• Any Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate as published in The Wall Street Journal, National Edition, as of the Petition Date.
• Postpetition interest shall not accrue or be paid on Claims against the Debtor, and no holder shall be entitled to interest accruing on or after the Petition Date.

Preservation of Causes of Action

• On the Effective Date, the Trust Causes of Action shall vest in the Trust and the Wind-Down Retained Causes of Action shall vest in the Post-Effective Date Debtor under the authority of the Wind-Down Officer, in each case free and clear of all Claims, Liens, Encumbrances, and other interests.
  • No Person or Entity may rely on the absence of a specific reference in the Plan or Disclosure Statement as any indication that the Trustee or Wind-Down Officer will not pursue any and all available Causes of Action against them.
  • No preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel, or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation.
• The injunctions and releases set forth in the Plan do not release, discharge, or impair any Trust Causes of Action in any manner whatsoever.

Conditions Precedent to Effective Date

• The Effective Date shall not occur unless and until each of the following conditions has been satisfied or waived:
  • The Confirmation Order shall be in form and substance reasonably acceptable to the Proponents, entered by the Bankruptcy Court and not stayed, modified, or vacated on appeal.
  • All conditions precedent to the consummation of the Trust Formation Transactions (other than effectiveness of the Plan) have been satisfied or waived.
  • The Trust Documents shall be in form and substance reasonably acceptable to the Proponents, the Trust shall be funded with Trust Assets, and the Data Transfer shall be completed.
  • Cash to fund the Wind-Down Reserve, the Non-Asbestos GUC Claim Fund, and the Professional Fee Escrow Account shall be reserved.
  • The Trust Agreement shall become effective.
  • The Debtor shall have obtained all necessary authorizations, consents, regulatory approvals, rulings, or documents.
  • All necessary actions, documents, certificates, and agreements shall have been effected or executed.
  • The Bankruptcy Court shall have authorized the Insurance Rights Transfer and determined that the Trust is a proper defendant for all applicable Claims against the Debtor.
  • All professional fees and expenses approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees shall have been funded in the Professional Fee Escrow Account.
  • If the Estate Claims Settlement is entered into and supported by the Debtor and the UCC and the Settlement Consideration is to be paid to the Trust on the Effective Date, then the Plan shall be deemed a motion to approve the Estate Claims Settlement, the entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of it under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and the Bankruptcy Court shall find that the settlement is a good faith settlement of the Released Causes of Action, is in the best interests of the Debtor, its Estate, and holders of Claims and Interests, and is fair, equitable, and within the range of reasonableness.
  • The Confirmation Order shall include findings that, among other things: (a) the Allowed amount of Asbestos Claims shall be determined under the Trust Distribution Procedures and shall be legally enforceable only against the Trust; (b) the Plan's transfer of the Insurance Rights is authorized and permissible notwithstanding any terms of any policies or applicable law argued to prohibit such assignment or transfer; (c) the Trust's rights under the Insurance Policies shall be determined under applicable law, including bankruptcy law, in subsequent litigation; (d) the proceeds of any sale of Insurance Policies shall be contributed to the Trust free and clear of all Liens, Claims, Encumbrances, and other interests under sections 363 and 1141 of the Bankruptcy Code; (e) the injunctions set forth in the Plan are essential, appropriately tailored, and consistent with the Bankruptcy Code; (f) the Plan, the Plan Documents, and the Confirmation Order are binding on all parties-in-interest to the fullest extent permitted by law; and (g) the Trust Distribution Procedures are fair and reasonable and proposed in good faith.
  • The Proponents, together by joint agreement, shall have filed a notice of occurrence of the Effective Date.
• The Proponents may waive the conditions to the Effective Date at any time without notice to any other parties in interest and without any further Bankruptcy Court approval.
• If the Effective Date does not occur, the Plan will be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall (i) constitute a waiver or release of any Claims, Interests, or Causes of Action, (ii) prejudice the rights of any Debtor or any other Entity, or (iii) constitute an admission, acknowledgment, offer, or undertaking of any sort.

Statutory Fees, Dissolution, and Other Provisions

• All Statutory Fees due and payable for the Chapter 11 Case shall be paid by the Debtor on the Effective Date. After the Effective Date, the Debtor, the Post-Effective Date Debtor, and the Trust shall be jointly and severally liable to pay any and all Statutory Fees when due and payable.
• On the Effective Date, the UCC will dissolve. Upon dissolution, the UCC and its Professional Persons will cease to have any duty, obligation, or role arising from the Chapter 11 Case.
  • Effective as of the dissolution of the UCC, the Trust Advisory Committee shall succeed to, and exclusively hold, the attorney-client privilege and any other privilege held by the UCC and shall enjoy the work product protections that were applicable to the UCC before its dissolution.
• On the Effective Date, the Plan shall be deemed substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.
• On the Effective Date, all notes, bonds, indentures, securities, shares, purchase rights, equity-based awards, options, warrants, and other instruments evidencing or creating any indebtedness or ownership interest in the Debtor shall be deemed cancelled and surrendered, and the obligations of the Debtor thereunder shall be deemed satisfied in full and released.
• The provisions of the Plan shall constitute a set of integrated, good-faith compromises and settlements of all Claims, Interests, Released Causes of Action, and controversies resolved pursuant to the Plan. Entry of the Confirmation Order shall constitute Bankruptcy Court approval of such compromises and settlements under Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code.
• The rights, duties, and obligations arising under the Plan shall be governed by the internal laws of the State of Delaware, without giving effect to conflicts of laws principles, except to the extent the Bankruptcy Code or other federal law is applicable.
• To the maximum extent permitted pursuant to section 1146(a) of the Bankruptcy Code, any transfer of assets under or in connection with the Plan, including transfers to and by the Trust, shall not be subject to any document recording tax, stamp tax, conveyance fee, or other similar tax or governmental assessment.

Retention of Jurisdiction

• The Bankruptcy Court shall retain jurisdiction over all matters arising under, out of, or related to the Chapter 11 Case and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including to: hear assumption/rejection and Cure Amount disputes; determine pending or later-commenced litigation; allow, classify, estimate, or pay Claims (including Administrative Expense Claims); enforce or implement the Confirmation Order if stayed, reversed, or modified; issue and enforce injunctions and restrain interference with the Plan; hear Plan modifications under section 1127; hear all Professional Fee Claims; resolve reserve disputes; resolve Insurance Rights Transfer disputes; resolve interpretation and enforcement disputes; recover assets of the Debtor and Estate; hear discovery-rights disputes; and enter a Final Decree closing the case.
• The Bankruptcy Court shall also retain jurisdiction over state, local, and federal tax matters under sections 346, 505, and 1146 (including expedited tax determinations under section 505(b)). Resolution of Asbestos Claims and the forum for such resolution shall be governed by the Trust Documents, including the Trust Distribution Procedures, and nothing in the Plan expands the Bankruptcy Court's exclusive jurisdiction beyond that provided by applicable law.