Vanderbilt Minerals - Chapter 11 Plan Terms

Plan Terms

Overview

• Vanderbilt Minerals, LLC, which filed Chapter 11 on Feb. 16, 2026 in the Northern District of New York, and the official committee of unsecured creditors jointly propose a liquidating plan filed Sept. 15, 2026 that distributes the proceeds of an already-closed asset sale and an already-approved affiliate settlement, and channels the debtor's talc liability to a liquidation trust.
• The plan is a liquidating plan and confirmation does not discharge the debtor under section 1141.
• The structure turns on three transactions that have already been approved:
  • The sale of substantially all assets to VM Buyer LLC under a May 10, 2026 asset purchase agreement, approved by the sale order at Docket No. 576. Assets transferred, or required to be transferred, to the buyer are excluded from the trust's assets.
  • A global settlement between the debtor and R.T. Vanderbilt Holding Co., Inc. and its subsidiaries Vanderbilt Chemicals, LLC, Vanderbilt Global Services, LLC, Vanderbilt Worldwide, LLC and Advanced Milling Technologies, LLC, approved at Docket No. 493.
  • Establishment on the effective date of a liquidation trust for the benefit of holders of general unsecured, general convenience and talc claims, which assumes liability for all talc claims without further act or deed and takes the debtor's insurance rights.
• Both the sale order and the global settlement order are on appeal, and the plan is drafted around that fact rather than around a final resolution. See "Pending Appeals" below.

Key Dates and Case Milestones

• Petition date: Feb. 16, 2026.
• Creditors' committee appointed by the U.S. Trustee: March 3, 2026.
• Asset purchase agreement dated May 10, 2026; sale approved at Docket No. 576.
• Bar date order entered June 29, 2026 [Docket No. 773].
• Plan filed Sept. 15, 2026.
• Post-effective-date deadlines: administrative expense claims bar date 30 days after the effective date; final fee applications 30 days after the effective date; rejection damage claims 30 days after the later of the effective date and the rejection effective date; claim objections 180 days after the later of the effective date and the filing or amendment of the relevant proof of claim.

Classification and Treatment of Claims and Interests

• Administrative expense claims and priority tax claims are unclassified. Allowed administrative expense claims other than professional fee claims and statutory fees are paid in cash from the priority reserve within 30 days of the later of the effective date and allowance; the independent manager's fee claims are deemed allowed administrative expense claims on the effective date. Allowed priority tax claims receive cash from the priority reserve or other treatment satisfying section 1129(a)(9). Allowed professional fee claims are paid in full in cash from the professional fee reserve.
• Class 1, other priority claims (unimpaired, presumed to accept): legal, equitable and contractual rights are unaltered; each holder receives payment in full in cash from the priority reserve or other treatment consistent with section 1129(a)(9).
• Class 2, secured claims (unimpaired, presumed to accept): on the later of the effective date and 30 days after allowance, each holder receives payment in full in cash from the priority reserve under section 506(a), its collateral, or other treatment rendering the claim unimpaired. Claims secured by different collateral, or by different interests in the same collateral, are treated as separate subclasses.
• Class 3, general unsecured claims (impaired, entitled to vote): each holder receives its pro rata share of the GUC recovery fund, payable on the later of 30 days after the GUC cause of action completion date and 30 days after allowance. Pro rata is measured against allowed and disputed general unsecured claims together.
• Class 4, general convenience claims (impaired, entitled to vote): each holder receives cash equal to 90 to 100% of its allowed claim on the effective date, or 30 days after allowance where an objection is pending on the effective date. A general convenience claim is a general unsecured claim whose holder made an irrevocable convenience claim election on its ballot; a claim exceeding the $5,000 convenience claim threshold is reduced to that threshold upon election.
• Class 5, talc claims (impaired, entitled to vote): liability is permanently assumed by the liquidation trust on the effective date, claims are allowed or disallowed under the trust distribution procedures rather than the bankruptcy claims process, and each holder receives its share of the TC recovery fund under those procedures. Distributions from the TC recovery fund are the sole source of recovery, with no further recourse against the trust, the debtor, the liquidating debtor or the estate. All talc claims filed in the case are expunged from the claims register on the effective date, subject to the bar date order for indirect talc claims.
• Class 6, interests (impaired, deemed to reject): all interests are cancelled on the effective date with no distribution, and a new membership interest representing 100% of the debtor's membership interests is issued to the liquidation trust, exempt from registration under section 1145, solely to facilitate the orderly winding up and dissolution of the liquidating debtor.
• Any class that is vacant as of the confirmation hearing is eliminated for voting purposes and receives no distribution. No holder may receive aggregate distributions exceeding its allowed claim amount, including when combined with amounts received from other sources.

Voting

• Only Classes 3, 4 and 5 vote. An impaired class accepts with two-thirds in amount and more than one-half in number of the claims actually voting.
• If a voting-eligible class casts no votes by the voting deadline, the plan is presumed accepted by that class.
• Each Class 5 talc claim is fixed for voting purposes only, in the amount designated in the disclosure statement order, and not for allowance or distribution; voting rights across all classes are governed by that order.
• The debtor may seek cramdown under section 1129(b) or amend the plan if any class rejects or is deemed to reject.

Plan Funding and Reserves

• Effective date available cash is allocated in a strict waterfall: first, the professional fee reserve in the amount needed to satisfy professional fee claims and the priority reserve in the amount needed for estimated allowed administrative expense (excluding professional fee), secured and priority claims; second, the general convenience claim recovery fund at $80,000; third, the GUC recovery fund at $1 million; and fourth, the VLT operating reserve, which takes all remaining effective date available cash.
• The VLT operating reserve must be funded in an amount not less than $11 million as a condition to the effective date, though the plan defines the VLT operating reserve amount as the residual left after funding the other reserves rather than as a fixed sum.
• The GUC recovery fund is funded with the $1 million plan contribution plus proceeds of GUC causes of action (any retained cause of action that is not a TC cause of action) and the London reimbursement proceeds, being the portion of insurance proceeds recovered from the two London policies in respect of reimbursement of prepetition talc defense costs.
• The TC recovery fund is funded solely with post-effective date available cash and is intended to be reported as a qualified settlement fund for federal income tax purposes.
• Post-effective date available cash is allocated first to the priority reserve, second to the VLT operating reserve for estimated operating expenses, and third to the TC recovery fund, each at the liquidating trustee's sole discretion; London reimbursement proceeds and GUC cause of action proceeds bypass that waterfall and go to the GUC recovery fund, reaching the other reserves only after the GUC administration completion date and only to the extent funds then remain.
• On each six-month anniversary of the effective date the liquidating trustee determines whether the priority reserve or the VLT operating reserve holds a surplus; any surplus becomes post-effective date available cash. Cash remaining in the general convenience claim recovery fund and the GUC recovery fund becomes post-effective date available cash upon the respective administration completion dates, and each fund is then dissolved.
• The professional fee reserve is funded in cash no later than the effective date in the amount of the professional fee amount, with title transferred to the trust when the trust is established; it is held free of all claims, interests, liens and encumbrances and used solely to pay allowed professional fee claims in full.
• On the VLT termination date, cash remaining in the VLT operating reserve is allocated to the TC recovery fund, and cash remaining in the TC recovery fund is distributed to holders of allowed talc claims.

Liquidation Trust

• The trust is established on the effective date upon execution of the trust agreement, for the benefit of holders of general unsecured, general convenience and talc claims, with no objective to continue or engage in a trade or business. It is structured to qualify as a liquidating trust under Treasury Regulation section 301.7701-4(d) and Revenue Procedure 94-45.
• All assets of the debtor and liquidating debtor as of the effective date vest in the trust free and clear of claims, interests, liens and other encumbrances, other than the insurance rights transfer, which carries its own terms; assets that cannot transfer on the effective date vest automatically as soon as reasonably practicable thereafter. Retained causes of action vest in the trust free and clear, and the trust has sole and exclusive discretion to pursue or dispose of them.
• The trust expressly assumes responsibility and liability for professional fee claims, administrative expense, secured and priority claims, general convenience claims, general unsecured claims, talc claims and its own operating expenses, paying each from its designated reserve or fund, and assumes sole and exclusive liability for all post-effective date liabilities of the liquidating debtor, payable from the VLT operating reserve. Under section 1123(b)(3)(B), the trust is appointed successor-in-interest to and representative of the debtor and its estate for the retention, enforcement, settlement or adjustment of all claims.
• The initial liquidating trustee is identified in the plan supplement, approved in the confirmation order, and effective as of the effective date. On the effective date the debtor's existing officers and managers are removed and the liquidating trustee becomes the sole officer or manager of the debtor, with the organizational documents deemed amended accordingly.
• The liquidating trustee may retain and compensate counsel and other professionals, including professionals who represented parties in interest in the case, without Bankruptcy Court approval, on terms it deems appropriate and subject to the trust documents; fees are payable from the VLT operating reserve. The trustee determines the eligibility, amount and allowance of talc claims under the trust distribution procedures.
• The liquidating trustee is indemnified and reimbursed for fees and expenses in defending its actions or inactions, except those found by final order to arise from gross negligence, willful misconduct or fraud, with valid indemnification claims satisfied from the VLT operating reserve.
• A trust advisory committee, whose composition is set out in the plan supplement, supervises the trust with the rights and powers set out in the trust documents.
• The trust dissolves on the VLT termination date, discharging the trustee and the advisory committee. Dissolution must occur no later than five years after establishment unless the Bankruptcy Court, on motion made within the six months before that fifth anniversary, finds a fixed extension necessary to complete the recovery on and liquidation of the trust assets; any extension is capped at three years including prior extensions absent a favorable IRS private letter ruling or an opinion of counsel satisfactory to the trustee that a further extension would not jeopardize liquidating trust tax status. Further extensions require a motion at least six months before the end of the preceding extension.
• The liquidating debtor is dissolved no later than 90 days after completion of the acts required of it under Article V, or as soon as reasonably practicable thereafter. The trust is responsible for terminating and winding down any remaining retirement benefit plans after the effective date.

Insurance

• On the effective date the liquidating debtor irrevocably transfers and assigns its insurance rights to the trust, free and clear of all claims, liens, encumbrances and causes of action, except that available limits may already have been reduced by pre- and postpetition payments made by an insurer to or on behalf of the debtor. The transfer is absolute, requires no further action by any party, is made to the maximum extent permitted by applicable law, and leaves the rights subject to the terms and conditions of the underlying policies.
• Court authorization of the insurance rights transfer notwithstanding any anti-assignment terms or non-bankruptcy law, together with a determination that the trust is a proper defendant for all applicable claims asserting the debtor's liability, is a condition to the effective date.
• Insurance policies and coverage-in-place agreements entered into before the petition date are treated as non-executory and are neither assumed nor rejected. Apart from the permissibility of the insurance rights transfer, the parties' rights and obligations under those policies and agreements, including whether any breach has occurred, are determined under applicable law.
• The plan expressly does not find that any policy exists or provides coverage, does not determine whether any non-settling insurer must cover or pay any amount determined under the trust distribution procedures, and does not require any insurer or third-party administrator to pay the liability of a person who was not insured before the effective date for a liability arising before that date. Insurer coverage defenses are preserved, other than a defense that the plan documents fail to comply with the Bankruptcy Code or that the transfer is prohibited by policy terms or non-bankruptcy law.
• The trust satisfies premiums, deductibles, self-insured retentions, retrospective premiums and other amounts arising from receipt of insurance payments in connection with allowed general unsecured and talc claims, to the extent required by the policies and applicable law. Where a non-settling insurer pays a self-insured retention and is entitled to reimbursement, it recovers solely by set-off against the trust's coverage claim against that insurer for the relevant claim.
• An insurer becomes a settling insurance company by executing a post-petition insurance settlement agreement releasing a policy or the debtor's rights in whole or in part — approved by the Court before the effective date, or entered into by the trust afterward. To facilitate settlement of insurance rights or retained causes of action, the trustee may seek approval under sections 363(b), (f) and (m) and injunctive relief under section 105.

Injunctions

• The plan injunction bars all holders of claims and interests and other parties in interest from commencing or continuing suits, enforcing judgments, creating or enforcing encumbrances, asserting setoff rights, or otherwise acting inconsistently with the plan, in each case as against the debtor, the liquidating debtor, the estate, the trust, the trustee or their property and transferees. Setoff is preserved where contemplated or allowed by the plan or asserted in a timely filed proof of claim or timely confirmation objection.
• A separate injunction protects the trust's insurance rights by staying all persons from pursuing any claim, demand or cause of action against any insurance company arising out of any insurance policy, anywhere in the world — through suit, enforcement, encumbrance, or setoff, subrogation, indemnity, contribution or recoupment. It is issued to facilitate the insurance rights transfer and protect the trust, not for any insurer's benefit; no insurer is a third-party beneficiary except as specifically provided in a coverage-in-place or insurance settlement agreement.
• The insurance injunction does not impair actions brought by the trust against any non-settling insurer, and the trust holds sole and exclusive authority to terminate, reduce or limit its scope as to any non-settling insurer on express written notice. It also does not enjoin holders of talc claims from asserting those claims under the trust distribution procedures, claims for payment of trust operating expenses, the trust's own prosecution or settlement of actions arising from the policies or coverage-in-place agreements, or an insurer's claims against a non-settling insurer, reinsurance and retrocessional claims, or subrogation rights against persons other than a released party or the trust.
• Judgment reduction: if a non-settling insurer obtains a judicial determination or arbitration award, or agrees, that it is entitled to recover a sum certain from a settling insurer for contribution, subrogation, equitable subrogation, indemnification, allocation, reimbursement or offset relating to claims assumed by the trust, the trust satisfies that recovery by reducing or limiting its own claim or judgment against the non-settling insurer; if the trust holds no such claim against that insurer, it pays the amount under the trust distribution procedures.
• Pre-confirmation injunctions and stays remain in effect until the later of the effective date and the date stated in the order granting them, and all parties are enjoined from interfering with implementation or consummation of the plan upon entry of the confirmation order.

Releases

• The releases are estate releases only: the debtor, the liquidating debtor, the estate, anyone seeking to exercise estate rights and any section 1123(b)(3) estate representative release the "Released Parties" — defined as the debtor related parties — from all claims and causes of action, including chapter 5 avoidance actions, relating to the debtor, its business, the Chapter 11 case, the sale and asset purchase agreement, the global settlement, the trust formation transactions, the trust documents, the disclosure statement and the plan.
• The released parties are: Ben Pickering as independent manager and sole member of the independent special committee; BRP Advisory LLC as party to an Oct. 9, 2025 engagement letter; Dean Vomero as chief restructuring officer; Applied Business Strategy LLC; managers and officers Amarilys Franky, James Knowlden and Jeffrey Brohel; debtor's counsel Latham & Watkins LLP and Bond, Schoeneck & King, PLLC; Katten Muchin Rosenman LLP as counsel to the debtor at the sole direction of the independent manager; investment banker Greenhill & Co., LLC; committee counsel Brown Rudnick LLP, Caplin & Drysdale, Chartered and Cohen Ziffer Frenchman & McKenna LLP; committee financial advisor Province, LLC; claims agent Kurtzman Carson Consultants, LLC d/b/a Verita Global; and all ordinary course professionals as of Sept. 15, 2026, each solely in the stated capacity.
• Carve-outs: the debtor does not release, and the trust retains, claims arising from any act or omission of a released party determined by final order to constitute gross negligence, willful misconduct or fraud. Jones Day LLP and Vinson & Elkins LLP are expressly excluded from the debtor related parties, and no non-debtor affiliate is a released party. The U.S. Trustee is not treated as providing any release.
• The release of a released party does not affect the liability of any non-released party on any theory, and nothing in the plan, the confirmation order or any appellate ruling constitutes an adjudication that non-released parties are not liable for their own liabilities.
• The plan releases neither expand nor affect the releases granted under the global settlement order, and nothing in the plan releases any claim already released under that order or settlement. If the global settlement order is overturned on appeal, that outcome has no effect on the plan releases.
• No person may commence or pursue any cause of action against an exculpated or released party that the plan extinguishes, exculpates or releases.

Exculpation

• The exculpated parties, solely in their capacities as such, are the debtor; the board of managers and each member serving on or after the petition date, including the independent manager; the debtor's post-petition officers; the creditors' committee and each of its members; the professional persons and any ordinary course professional retained by the debtor or the independent manager by Court order; and the professional persons retained by the committee by Court order.
• Exculpation covers acts and omissions taken on or after the petition date and through the effective date relating to the Chapter 11 case; the negotiation, preparation, implementation, confirmation and consummation of the disclosure statement, the trust formation transactions, the trust documents and the plan; solicitation of votes; plan funding and the occurrence of the effective date; the sale and asset purchase agreement and negotiations concerning them; the global settlement; plan administration and distribution of plan property; the wind-down; and the offer, issuance and distribution of securities under the plan.
• The exculpation does not reach any act or omission determined by final order to constitute gross negligence, willful misconduct or fraud, and is additive to all other releases, indemnities and protections available at law.

Pending Appeals

• Appeals of both the global settlement order and the sale order are pending, and the plan preserves them: nothing in the plan, the plan documents, the confirmation order, any confirmation finding or the occurrence of the effective date moots or supports efforts to moot the appeals, provides the debtor or the independent manager a basis to argue mootness, impairs the appellants' right to prosecute them, or impairs any non-debtor affiliate's or the buyer's standing to defend them.
• The committee retains standing and capacity to continue prosecuting the appeals after the effective date. The debtor and the independent manager will not, and need not, continue to defend the appeals on behalf of the debtor or the estate after the effective date, and no agreement between the debtor and the committee may prejudice or constrain any non-debtor affiliate's or the buyer's standing to defend.
• If the appeals overturn or vacate the global settlement order, causes of action released under that order that are found not to constitute property of the debtor or liquidating debtor revest in the claimant who could have asserted them under applicable state law immediately before the petition date; all other released causes of action revest in the liquidation trust, which then has the exclusive right to commence, prosecute, settle or abandon them and no obligation to seek to settle them pursuant to the global settlement. Causes of action restored to the debtor or estate on that outcome are retained causes of action and trust assets.
• The plan's setoff and subrogation bar, which otherwise requires a pre-confirmation motion or reservation in an allowed proof of claim, does not apply to the extent necessary to ensure the settlement appeals are not moot.

Data Transfer and Privilege

• Completion of the data transfer to the liquidation trust is a condition to the effective date and must occur on or before that date; the debtor is to cooperate in good faith to agree a process for effectuating it. Files, documents and communications of the debtor related parties are excluded unless they are the debtor's own materials held on the servers of Vanderbilt Global Services, LLC.
• No privilege review is intended and no documents are redacted for privilege before or in connection with completion of the data transfer, and the transfer does not destroy or waive any privilege held by the debtor or the independent special committee as of the effective date.
• All privileges of the debtor, its estate, the liquidating debtor, the board of managers and the independent special committee vest irrevocably in the trust on the effective date, with three consent carve-outs: the trust may not waive the attorney-client privilege over communications between the debtor and Latham & Watkins LLP, between the independent special committee and Katten Muchin Rosenman LLP, or between the debtor and Bond, Schoeneck & King PLLC — the latter two expressly including communications on the prepetition preparation and filing of the case — without that firm's prior written consent. Each firm holding a consent right may seek injunctive or other equitable relief from the Bankruptcy Court to prevent or remedy a breach.
• The trust may not use privileged information for any purpose unrelated to its functions under the plan and trust documents, including talc claim liquidation and prosecution of retained causes of action, and must protect it against inadvertent or unnecessary disclosure. The privileges extend only to the trust and its counsel, retained professionals and representatives, and not to the trust advisory committee or to anyone who has been engaged by or represents a holder or potential holder of a talc claim.
• No privileged communication or document produced to the trust through the data transfer may be shared with or produced to the creditors' committee or its advisors for any purpose; counsel representing the committee in the appeals may not access any of the debtor's communications, and an ethics wall satisfactory to the debtor is to be established.
• The trust is authorized to seek and enforce discovery under Bankruptcy Rule 2004 and Rule 45 of the Federal Rules of Civil Procedure, but will make best efforts to seek discovery from third parties before requesting it from any released party, and bears the costs of any discovery or testimony it does seek directly from a released party.

Conditions Precedent to the Effective Date

• The effective date occurs on the first business day on which all conditions are satisfied or waived and no stay of the confirmation order is in effect. The conditions are:
  • Entry of the confirmation order, unstayed, unmodified and not vacated on appeal.
  • Completion of any investigation being conducted by the independent special committee, or its resolution to the independent manager's satisfaction.
  • Satisfaction or waiver of all conditions to the trust formation transactions, and effectiveness of the trust agreement.
  • Full funding of the professional fee reserve and the priority reserve; funding of the general convenience claim recovery fund and the GUC recovery fund in their respective amounts; and funding of the VLT operating reserve in an amount not less than $11 million.
  • Payment in full of Court-approved professional fees and expenses, or placement of sufficient amounts in the professional fee reserve pending approval.
  • Receipt of all governmental authorizations, consents, regulatory approvals or rulings necessary to implement the plan, and execution of all implementing actions, documents and agreements.
  • Court authorization of the insurance rights transfer and a determination that the trust is a proper defendant for applicable claims asserting the debtor's liability.
  • Entry of specified confirmation order findings, including that allowed talc claim amounts are legally enforceable against the trust as between talc claimants and the trust; that the insurance entity injunction's terms, including any provisions barring actions against third parties, appear in conspicuous language in the plan and disclosure statement; that the plan's injunctions are essential, appropriately tailored and consistent with the Bankruptcy Code; that the transfer of rights under the policies and coverage-in-place agreements is authorized notwithstanding anti-assignment terms; that the trust's rights under non-settling insurers' policies are determined in subsequent litigation under those policies and applicable law; that proceeds of any sale of insurance policies are contributed to the trust free and clear under sections 363 and 1141; and that the plan, plan documents and confirmation order bind all parties in interest to the fullest extent permitted by law.
  • Completion of the data transfer.
• The Bankruptcy Rule 3020(e) stay of the confirmation order is deemed waived upon entry, and the order takes effect immediately.

Amendment, Waiver and Plan Proponent Consent

• Every condition to confirmation and to the effective date may be waived in writing by the debtor with the committee's consent, without leave or order of the Court; a party that waives a condition is estopped from withdrawing the waiver or challenging the occurrence of the effective date on that basis once the effective date occurs.
• The plan and plan supplement may be amended, modified or supplemented by the debtor with the committee's consent and advance notice to the U.S. Trustee, under section 1127 or as otherwise permitted by law, without additional disclosure under section 1125 unless the Court orders otherwise. After the confirmation date the debtor with the committee's consent may cure defects and reconcile inconsistencies in the plan or the confirmation order so long as the treatment of allowed claims is not materially and adversely affected, and a holder that accepted the plan is deemed to accept it as amended. Before the effective date, the debtor with the committee's consent may make technical adjustments on advance notice to the U.S. Trustee and without further Court approval, provided they do not materially and adversely affect the treatment of holders of claims or interests.
• Prosecution, settlement, abandonment and release of causes of action before the effective date require the committee's prior written consent; that discretion passes to the trust on and after the effective date.
• The debtor reserves the right to revoke or withdraw the plan before the effective date, in which case the plan is null and void in all respects and no embodied compromise, assumption or rejection survives.

Executory Contracts and Leases

• Every executory contract and unexpired lease not previously assumed, rejected or assumed and assigned during the case or in connection with the sale order is automatically rejected on the effective date, unless listed on the schedule of assumed and assigned contracts filed with the plan supplement or subject to a pending motion as of the effective date. Assumed contracts are assigned to the liquidation trust when the trust is established or as soon as reasonably practicable thereafter and vest in and are fully enforceable by the trust.
• Assumption notices setting out the debtor's proposed cure amounts are served at least 14 days before the confirmation objection deadline; counterparties have 14 days from service, or such shorter period as agreed or authorized, to object to cure amounts and to adequate assurance of future performance by the trust. Unresolved cure disputes are set for hearing, and the contract is deemed assumed as of the effective date upon resolution.
• If a claim subject to a cure dispute is allowed above the scheduled cure amount, the debtor, liquidating debtor or liquidating trustee may reject the contract within seven business days after entry of the final order resolving the dispute by filing a notice of rejection.
• A counterparty that does not object on time is deemed to consent to the debtor's proposed cure amount and to the assumption, notwithstanding any provision restricting transfer or permitting termination on assignment or change of control, and is barred from asserting the objection or terminating on account of the plan's transactions.
• Where a cure dispute is unresolved at the effective date, the debtor may still assume, or assume and assign, provided it reserves cash sufficient to pay the full cure the counterparty reasonably asserts, or the smaller amount the Court fixes or the parties agree. Cure payment on assumption releases and satisfies all claims and defaults under the contract, monetary or not, arising before assumption, and any proof of claim filed on an assumed contract is disallowed and expunged without further order.
• Rejection damage claims are forever barred unless a proof of claim is filed within 30 days after the later of the effective date and the rejection effective date; allowed rejection damage claims are classified as general unsecured or general convenience claims.
• All employment and severance policies and all compensation and benefit plans applicable to employees and non-employee managers or directors — savings, retirement, healthcare, disability, severance, incentive and bonus plans, and life and accidental death and dismemberment insurance — are treated as executory contracts and rejected on the effective date, except those assumed and assigned to the buyer under the sale order and asset purchase agreement, those the Court has approved for rejection or termination on or before the effective date, and those subject to a pending rejection or termination motion. Plans relating to former employees retired as of the effective date are likewise rejected except to the extent prohibited by section 1114.

Pension Plan and PBGC

• No provision of the plan, the confirmation order, the Bankruptcy Code including section 1141, or any other document filed in the case discharges, releases, limits or relieves the liquidating debtor or any other party, in any capacity, from any liability or responsibility under any law, governmental policy or regulatory provision with respect to the R.T. Vanderbilt Holding Company Pension Plan sponsored by the debtor and R.T. Vanderbilt Holding Co., Inc., or from claims of the PBGC with respect to that plan. The PBGC and the pension plan are not enjoined or precluded from enforcing that liability.

Distributions and Claim Resolution

• The liquidating trustee acts as disbursing agent. Effective date distributions are made from the professional fee reserve, the priority reserve and the general convenience claim recovery fund; subsequent distributions from the priority reserve, the general convenience claim recovery fund, the GUC recovery fund and the TC recovery fund are made at the frequency the trustee determines under the plan and the trust distribution procedures. The disbursing agent's reasonable post-effective date fees and expenses are paid from the VLT operating reserve.
• The distribution record date is the effective date, after which the claims register closes and the trustee recognizes only holders of record. No holder is entitled to postpetition interest or penalties except as provided in the plan or the confirmation order or as required by applicable bankruptcy law, and distributions on account of allowed claims are in complete and final satisfaction of those claims.
• Distribution mechanics: undeliverable distributions are held until the disbursing agent is notified of a current address, and any distribution unclaimed for 90 days is unclaimed property under section 347(b) that revests in the trust with the holder's entitlement forever barred; checks are void if not negotiated within 120 days; no distribution below $100 is required, with the withheld amount added to the holder's next distribution; and no final distribution below $25 is required, with such amounts made available to holders receiving final distributions of at least $25.
• Distributions are subject to all applicable withholding and reporting, and the payor may sell or retain withheld non-cash property to fund the tax. A holder that does not return a requested IRS Form W-9 or W-8 within 60 days forfeits its distribution, which reverts irrevocably to the trust, and its claim to that distribution is barred.
• After the effective date, objections to claims may be interposed and prosecuted only by the liquidating trustee, who may compromise, settle or withdraw objections and resolve disputed claims without Court approval; unresolved disputed claims are submitted to the Court. No distribution is made on a disputed portion of a claim until it is allowed, and a claim allowed after the effective date accrues no interest from that date. The trustee may at any time seek estimation of any disputed claim under section 502(c).
• Talc claims sit outside this process entirely and are resolved by the trust under the trust distribution procedures without further Court approval; objections to talc claims proceed solely under those procedures. Administrative expense claims are determined under Article II.

Retention of Jurisdiction

• The Bankruptcy Court retains jurisdiction over matters arising under or related to the case and the plan, including approval of the trust's settlements with insurers under sections 363(b), (f) and (m) together with section 105 injunctive relief supporting a free and clear sale of policies; disputes related to the insurance rights transfer and the insurance rights, to the extent permitted by applicable law; matters under the privilege-enforcement provision; and entry of a final decree closing the case.
• The retention provision carries express limits. It is not a finding that the Court has jurisdiction over insurance rights or that any such jurisdiction is exclusive, and any other court with jurisdiction over an action involving the policies may exercise it. Resolution of talc claims and the forum for that resolution are governed by the trust documents. The Court does not retain jurisdiction over retained causes of action that are neither avoidance actions nor related to filed claims.

Other Provisions

• All interests, notes, instruments, certificates, agreements, indentures, mortgages and security documents evidencing claims against or interests in the debtor are cancelled and of no further force and effect on the effective date without further action or Court approval.
• Ipso facto provisions conditioned on the debtor's insolvency or financial condition, the commencement of the case, confirmation or consummation of the plan including any resulting change of control, or the trust formation transactions are void and of no further effect as to the debtor.
• The classification and treatment of every class is stated to conform to the relative priority and subordination rights among the claims, and the debtor reserves the right under section 510 to reclassify any allowed claim or interest to reflect contractual, legal or equitable subordination.
• Transfers under or in connection with the plan, including transfers of assets to and by the liquidation trust and the assignment or surrender of any lease or sublease, are exempt under section 1146(a) from recording, stamp, conveyance, intangibles, real estate transfer, sales or use, mortgage recording and similar taxes.
• The debtor pays all statutory fees due and payable on the effective date; afterward the liquidating debtor and the trust are jointly and severally liable for statutory fees as they come due. Post-confirmation quarterly reports continue, the first due within 30 days after the end of the quarter in which the effective date falls, and both the fee and reporting obligations run until the case is closed, dismissed or converted to Chapter 7.
• The committee's post-effective date role is limited to prosecuting its pre-effective date intervention in adversary proceedings, objecting to proposed plan modifications, objecting to or defending estate and committee-side professional fee claims, participating in pending appeals and appeals of the confirmation order, and continuing to prosecute the appeals. Its fees and expenses for those activities are payable from the priority reserve, except that fees and expenses related to the settlement appeal or the sale appeal are payable from the VLT operating reserve. The committee dissolves upon the closing of the case.
• The plan, plan supplement and confirmation order supersede and merge all prior and contemporaneous negotiations, agreements and representations concerning those documents. The plan and plan documents are governed by New York law except where the Bankruptcy Code or other federal law applies or a plan document provides otherwise, and are immediately effective, enforceable and binding upon the effective date notwithstanding Bankruptcy Rules 3020(e), 6004(h) and 7062.