Vanderbilt Minerals - Chapter 11 Plan Terms

Plan Terms

Overview

• On Aug. 6, 2026, Vanderbilt Minerals, LLC (the "Debtor") filed a Chapter 11 plan of liquidation (the "Plan") in the U.S. Bankruptcy Court for the Northern District of New York, executed by Chief Restructuring Officer Dean A. Vomero.
  • Because the Plan is a liquidating Chapter 11 plan, Confirmation does not provide the Debtor with a discharge under section 1141 of the Bankruptcy Code.
• The Chapter 11 Case, styled In re Vanderbilt Minerals, LLC, Case No. 26-60110 (WAK), was commenced on the Petition Date, February 16, 2026. The U.S. Trustee appointed the Creditors' Committee on March 3, 2026, and the Bankruptcy Court entered the Bar Date Order on June 29, 2026 [Docket No. 773].
• The Plan implements the Trust Formation Transactions, under which all of the Debtor's remaining assets (the "VLT Assets") are transferred to a liquidating trust (the "Liquidation Trust") that will expressly assume responsibility and liability for all Professional Fee Claims, Administrative Expense Claims, Secured Claims, Priority Claims, General Convenience Claims, General Unsecured Claims, and Talc Claims, and for all liabilities of the Liquidating Debtor arising after the Effective Date, and that will prosecute Retained Causes of Action, pursue Insurance Rights, and administer distributions to creditors.
  • The Debtor agreed to sell substantially all of its assets to VM Buyer LLC (the "Buyer") pursuant to an Asset Purchase Agreement dated May 10, 2026, approved by the Bankruptcy Court pursuant to the Sale Order [Docket No. 576]. Assets transferred, or required to be transferred (whether or not subject to contingencies that remain to be satisfied), to the Buyer are excluded from the VLT Assets.
  • The Debtor also entered into a global settlement with R.T. Vanderbilt Holding Company, Inc., Vanderbilt Chemicals, LLC, Vanderbilt Global Services, LLC, Vanderbilt Worldwide, LLC, and Advanced Milling Technologies, LLC, approved pursuant to the Global Settlement Order [Docket No. 493].
• Several economic terms remain blank or bracketed in the filed Plan, including the GUC Recovery Fund Amount and the TC Recovery Fund Amount (each $[ • ]), the General Convenience Claim recovery percentage ([60]%), the Convenience Claim Threshold ($[5,000]), and the General Convenience Claim Recovery Fund Amount ($[300,000]). The Trust Distribution Procedures, which govern the allowance and payment of every Talc Claim, are attached as Exhibit A and are marked "[TO COME]." The Plan Supplement — which will identify the Liquidating Trustee, the initial Trust Advisory Committee members, the Settling Insurance Companies, the Schedule of Retained Causes of Action, the Schedule of Assumed and Assigned Contracts, the VLT Documents, the Liquidation Analysis, and the Liquidating Debtor's post-Effective Date noticing address — is due no later than 14 days prior to the Voting Deadline.

Classification and Treatment of Claims and Interests

• Class 1 (Other Priority Claims) and Class 2 (Secured Claims) are Unimpaired and conclusively presumed to accept the Plan. On the Effective Date or as soon as reasonably practicable thereafter, each holder of an Allowed Other Priority Claim receives payment in full in Cash from the Priority Reserve or such other treatment consistent with section 1129(a)(9) of the Bankruptcy Code. Each holder of an Allowed Secured Claim receives, on the later of the Effective Date and 30 calendar days after its claim becomes Allowed, payment in full in Cash from the Priority Reserve in accordance with section 506(a), the collateral securing the claim, or other treatment rendering the claim Unimpaired; Secured Claims secured by different collateral, or by different interests in the same collateral, are treated as separate subclasses of Class 2.
• Class 3 (General Unsecured Claims) is Impaired and entitled to vote. Each holder receives its Pro Rata share of the GUC Recovery Fund — measured against the aggregate of Allowed and Disputed General Unsecured Claims — payable as soon as reasonably practicable on the later of 30 calendar days after the GUC Cause of Action Completion Date and 30 calendar days after the claim becomes Allowed. The GUC Cause of Action Completion Date is the earlier of resolution of all GUC Causes of Action by Final Order and the Liquidating Trustee's good faith determination to no longer pursue them.
• Class 4 (General Convenience Claims) is Impaired and entitled to vote. Each holder receives Cash equal to [60]% of its Allowed claim on the Effective Date or as soon as reasonably practicable thereafter; a General Convenience Claim subject to an objection on the Effective Date is paid 30 calendar days after it becomes Allowed.
  • Holders of General Unsecured Claims may irrevocably elect on their Ballot to have their claim treated as a General Convenience Claim; claims exceeding the Convenience Claim Threshold of $[5,000] will be reduced to that threshold upon such election.
• Class 5 (Talc Claims) is Impaired and entitled to vote. On the Effective Date, liability for all Talc Claims is permanently assumed by the Liquidation Trust and resolved under the Trust Distribution Procedures, with each holder receiving its share of the TC Recovery Fund.
  • Talc Claims are defined broadly to reach any known or unknown Claim for bodily injury, death, sickness, disease, emotional distress, fear of cancer, medical monitoring, or other personal injury or harm for which the Debtor is alleged to be liable, directly or indirectly, arising out of or relating to the presence of or exposure to talc or talc-containing products, including Indirect Talc Claims of insurers, co-defendants, and predecessors for contribution, reimbursement, subrogation, or indemnity. Talc Claims exclude workers' compensation claims of present or former employees of a predecessor or Affiliate of the Debtor.
  • Distributions from the TC Recovery Fund are the sole source of recovery for holders of Allowed Talc Claims, with no further recourse against the Liquidation Trust, the Debtor, the Liquidating Debtor, or the Estate.
  • All Talc Claims filed against the Debtor will be expunged from the Claims Register on the Effective Date and addressed outside the bankruptcy claims resolution process, subject to the Bar Date Order for Indirect Talc Claims.
  • Each Talc Claim is fixed in the amount designated in the Disclosure Statement Order solely for voting purposes, and not for allowance or Distribution purposes.
• Class 6 (Interests) is Impaired and deemed to reject. All Interests are cancelled as of the Effective Date and holders receive no property or Distributions.
• Administrative Expense Claims (other than Professional Fee Claims, Independent Manager Fee Claims, and Statutory Fees) must be filed by the Administrative Expense Claims Bar Date, 30 calendar days after the Effective Date, or be forever barred, estopped, and enjoined. Such a claim becomes Allowed if the Liquidating Trustee files no objection within 180 calendar days after the Effective Date, and is payable in Cash from the Priority Reserve within 30 calendar days of the later of the Effective Date and the date the claim becomes Allowed. Independent Manager Fee Claims are deemed Allowed Administrative Expense Claims on the Effective Date. Priority Tax Claims are payable from the Priority Reserve or on such other treatment satisfying section 1129(a)(9).
• Only Classes 3, 4, and 5 are solicited. An Impaired Class accepts the Plan if holders of at least two-thirds in amount and more than one-half in number of the Claims actually voting in that Class vote to accept; if no holder in a voting Class casts a ballot, that Class is presumed to accept. A Class with no holder of a Claim or Interest Allowed in an amount greater than zero as of the Confirmation Hearing is deemed vacant, eliminated for voting purposes, disregarded for purposes of sections 1129(a)(8) and 1129(a)(10), and receives no Distribution. The Debtor reserves the right to seek Confirmation under section 1129(b) or to amend the Plan if any Class rejects.

Liquidation Trust and Trustee

• The Liquidation Trust is established on the Effective Date upon execution of the Trust Agreement — with the Debtor, the Liquidating Debtor, and the Liquidating Trustee required to take all necessary preparatory steps on or before that date — for the benefit of holders of General Unsecured Claims, General Convenience Claims, and Talc Claims. It is structured to qualify as a "liquidating trust" under Treasury Regulation Section 301.7701-4(d) and in compliance with Revenue Procedure 94-45, and thus as a "grantor trust" under sections 671 through 679 of the Internal Revenue Code, with no objective to continue or engage in the conduct of a trade or business.
  • The Liquidation Trust is appointed successor-in-interest to, and representative of, the Debtor and its Estate under section 1123(b)(3)(B) of the Bankruptcy Code for the retention, enforcement, settlement, or adjustment of all Claims.
  • The New Membership Interest, representing 100% of the Debtor's issued and outstanding membership interests, will be issued to the Liquidation Trust on the Effective Date, exempt from registration pursuant to section 1145 of the Bankruptcy Code, solely to facilitate the orderly winding up and dissolution of the Liquidating Debtor.
  • The Liquidating Trustee may elect to treat the GUC Recovery Fund, the General Convenience Claim Recovery Fund, and any portion of the Liquidation Trust allocable to Disputed Claims as a "disputed ownership fund" under Treasury Regulation Section 1.468B-9. The TC Recovery Fund is intended to be treated and reported as a "qualified settlement fund," and all or part of the Liquidation Trust may be so treated, with the Liquidating Trustee acting as "administrator" and authorized to sell fund assets to satisfy resulting tax liabilities. The Liquidating Trustee may request expedited determination of taxes under section 505(b) of the Bankruptcy Code.
  • Any right to receive a Distribution from the Liquidation Trust is not intended to constitute a "security," will not be registered, may not be voluntarily or involuntarily assigned, conveyed, hypothecated, pledged, transferred, or traded, will not be evidenced by a certificate or other instrument, and carries no voting rights.
• The Liquidating Trustee, whose identity will be disclosed in the Plan Supplement, will perform the Authorized Acts, including winding down the Liquidating Debtor and its Estate, prosecuting and liquidating Retained Causes of Action, administering and paying Claims, and making Distributions from the various reserves and recovery funds.
  • Upon the Effective Date, existing officers and managers of the Debtor are removed and the Liquidating Trustee becomes the sole officer or manager of the Debtor. The Independent Manager, however, retains authority after the Effective Date over matters relating to Professional Fee Claim requests by professionals acting at his authority and direction, including the right to review, approve, make decisions, file papers, and be heard before the Bankruptcy Court on all matters under his continuing authority.
  • The Liquidating Trustee may retain and reasonably compensate counsel and other professionals — including any counsel or professional who represented parties in interest in the Chapter 11 Case — without Bankruptcy Court approval, subject to the VLT Documents, with fees payable from the VLT Operating Reserve. Subject to the Sale Order and Asset Purchase Agreement, the Liquidating Trustee holds full and exclusive authority over all taxes of the Debtor to the same extent as if it were the debtor-in-possession, will file all tax returns on the Debtor's behalf under a power of attorney executed on or before the Effective Date, and the Liquidation Trust is entitled to the Debtor's tax refunds and bears its tax liabilities except as assumed by the Buyer.
  • The Liquidating Trustee's determination of the eligibility, amount, and allowance of each Talc Claim is final and binding as between the holders of Talc Claims and the Liquidation Trust, and is not subject to challenge or review by any court, person, or entity except as provided in the Plan and the Trust Distribution Procedures; nothing in that determination establishes whether any Insurance Company is obligated to provide coverage for, or pay, any Allowed Talc Claim or other amount.
  • The Liquidating Trustee is entitled to indemnification and reimbursement of fees and expenses from the VLT Operating Reserve, other than for actions or inactions found by Final Order to constitute gross negligence, willful misconduct, or fraud.
• A Trust Advisory Committee, whose composition will be set forth in the Plan Supplement, holds the rights and powers over supervision of the Liquidation Trust set forth in the VLT Documents. To the extent it reasonably requests, the Liquidating Trustee will report to it on the status of the claims reconciliation process, the determination and any re-determination of the total Cash held in the Priority Reserve, the General Convenience Claim Recovery Fund, the GUC Recovery Fund, the TC Recovery Fund, and the VLT Operating Reserve, and supporting information.
• The Liquidation Trust will be dissolved, and the Liquidating Trustee and Trust Advisory Committee discharged from their duties, on the VLT Termination Date. That date may be no earlier than the GUC Administration Completion Date, the GUC Convenience Administration Completion Date, and the date on which (i) all Talc Claims submitted to the Liquidation Trust with the required filing fee on or before the date one year after the Trust makes a proof of claim form and filing instructions available to holders have been reviewed and, if approved, the holders afforded an opportunity to execute and return a properly executed release under the Trust Distribution Procedures, (ii) all VLT Assets have been liquidated, and (iii) all required Distributions have been made — unless an earlier dissolution is authorized by Final Order. In no event may the Trust be dissolved later than five years after its establishment unless the Bankruptcy Court, on a motion made within the six-month period before that fifth anniversary (and, for any further extension, at least six months before the end of the preceding extension), determines a fixed period extension is necessary; absent a favorable IRS private letter ruling or an opinion of counsel satisfactory to the Liquidating Trustee, such extensions may not exceed three years in the aggregate.
  • Upon the VLT Termination Date, any Cash remaining in the VLT Operating Reserve will be allocated to the TC Recovery Fund and any Cash remaining in the TC Recovery Fund will be distributed to holders of Allowed Talc Claims.
• The Liquidating Debtor will be dissolved on the Dissolution Date, no later than 90 calendar days after completion of the acts required of the Debtor or the Liquidating Debtor under Article V of the Plan, or as soon as reasonably practicable thereafter. The Liquidating Trustee will seek entry of a final decree closing the Chapter 11 Case once the Estate has been fully administered.
• On or prior to the Effective Date, copies of all Insurance Policies and CIP Agreements, and books and records reasonably necessary to pursue the Insurance Rights and Retained Causes of Action, are deemed transferred and assigned to the Liquidating Trustee without destruction or waiver of Privilege. Privileges are extended solely to the Liquidating Trustee and its counsel, retained professionals, and representatives for the limited purpose of administering the Liquidation Trust, and expressly not to the Liquidation Trust itself, the Trust Advisory Committee, or any person who represents or has represented a holder or potential holder of a Claim. The Debtor will not transfer Privileged or confidential materials of the Independent Special Committee without the Independent Manager's prior written consent, nor Privileged materials relating solely to the filing or administration of the Chapter 11 Case or the Liquidation Trust.

Funding and Waterfall

• Effective Date Available Cash will be allocated as follows:
  • First, to the Professional Fee Reserve in an amount sufficient to satisfy Professional Fee Claims, and to the Priority Reserve to satisfy estimated Allowed Administrative Expense Claims (excluding Professional Fee Claims), Secured Claims, and Priority Claims.
  • Second, to the General Convenience Claim Recovery Fund in the amount of $[300,000].
  • Third, to the GUC Recovery Fund in the GUC Recovery Fund Amount.
  • Fourth, to the TC Recovery Fund in the TC Recovery Fund Amount.
  • Fifth, to the VLT Operating Reserve, which receives all remaining Effective Date Available Cash.
• Post-Effective Date Available Cash — including recoveries of Insurance Proceeds, proceeds of Retained Causes of Action, excess Cash in the Professional Fee Reserve, surplus Cash in the Priority Reserve and VLT Operating Reserve, and any other source — will be allocated first to the Priority Reserve and second to the VLT Operating Reserve, in each case to the extent the Liquidating Trustee determines necessary in its sole discretion, and third to the TC Recovery Fund as residual recipient.
  • The London Reimbursement Proceeds (the portion of Insurance Proceeds recovered from the two London Policies representing reimbursement of prepetition Defense Costs) and proceeds from GUC Causes of Action are instead allocated to the GUC Recovery Fund, and will flow to the Priority Reserve, VLT Operating Reserve, and TC Recovery Fund only upon the GUC Administration Completion Date to the extent funds then remain.
  • The Liquidating Trustee will assess on each six-month anniversary of the Effective Date whether the Priority Reserve or the VLT Operating Reserve holds surplus Cash, which then becomes Post-Effective Date Available Cash.
  • Cash remaining in the General Convenience Claim Recovery Fund and the GUC Recovery Fund upon their respective administration completion dates becomes Post-Effective Date Available Cash, and each such fund is dissolved.
• Allowed Professional Fee Claims are payable in full in Cash from the Professional Fee Reserve, which is funded in the Professional Fee Amount as soon as reasonably practicable after the Confirmation Date and no later than the Effective Date, is held in trust solely for Professional Persons retained by the Debtor, the Independent Manager, and the Creditors' Committee, and is not property of the Estate, the Liquidating Debtor, or the Liquidation Trust.
  • Final fee applications are due within 30 days after the Effective Date, or as soon as reasonably practicable thereafter, and estimates of unpaid fees must be provided no later than 10 calendar days prior to the Effective Date; if a holder fails to provide an estimate, the Debtor, Liquidating Debtor, or Liquidating Trustee may estimate it.
  • If the reserve is insufficient, the affected Professional Person holds an Allowed Administrative Expense Claim for the deficiency, which is not subject to the Administrative Expense Claims Bar Date; any surplus remaining after all Professional Fee Claims are paid becomes Post-Effective Date Available Cash.
  • Professional Persons performing post-Effective Date work on fee applications or objections (and, for the Creditors' Committee, its permitted wind-down activities) may seek payment either through a final fee application or by submitting invoices to the Liquidating Trustee, with undisputed invoices paid in the ordinary course without further Bankruptcy Court order.

Distributions

• The Liquidating Trustee acts as Disbursing Agent, holds all property to be distributed in trust for the Persons entitled to receive it, holds no economic or beneficial interest in that property, and is not required to post a bond. Its reasonable post-Effective Date fees and expenses are paid from the VLT Operating Reserve, and it has no liability for acts taken in accordance with the Plan and VLT Documents absent gross negligence, willful misconduct, or fraud determined by Final Order.
• Distributions are made on the Effective Date or as soon as reasonably practicable thereafter, and thereafter periodically from the Priority Reserve, the General Convenience Claim Recovery Fund, the GUC Recovery Fund, and the TC Recovery Fund at a frequency determined in the Liquidating Trustee's discretion. The Distribution Record Date is the Effective Date, after which the Claims Register closes and the Liquidating Trustee need not recognize any transfer of Claims, subject to the Trust Distribution Procedures for Talc Claims.
• Distributions returned as undeliverable are held until the Disbursing Agent is notified of a current address; any Distribution unclaimed for 90 calendar days is deemed unclaimed property under section 347(b), revests in the Liquidation Trust, and the holder's entitlement is extinguished. Checks not negotiated within 120 calendar days are void, with the funds reverting irrevocably to the Liquidation Trust notwithstanding any escheat law.
• The Disbursing Agent need not make interim Distributions of less than $100 (carried forward to the next Distribution) or final Distributions of $25 or less, which are instead made available to holders receiving final Distributions of at least $25.
• No holder may receive Distributions exceeding the Allowed amount of its Claim when combined with amounts received from other sources; no interest or penalties accrue on Claims from and after the Petition Date except as provided in section 726(b); and Distributions are allocated first to principal and then to any remaining portion of the Claim. The Liquidating Trustee may, but need not, exercise setoff or recoupment rights without waiving any Claim against the claimant.
• All Distributions are subject to applicable withholding and reporting requirements, with recipients solely responsible for their own tax obligations. A recipient that fails to deliver a requested IRS Form W-8 or W-9 within 60 calendar days forfeits its Distribution irrevocably to the Liquidation Trust.

Insurance Rights Transfer

• On the Effective Date, the Liquidating Debtor will irrevocably transfer, grant, and assign the Debtor's Insurance Rights to the Liquidation Trust, free and clear of all Claims, Liens, encumbrances, or Causes of Action, except available limits of liability that may have been reduced by pre- and postpetition payments made by an Insurance Company.
  • The transfer is absolute, requires no further action by any party, and is made to the maximum extent possible under applicable law; the transferred Insurance Rights remain subject to the terms and conditions of the applicable Insurance Policies.
  • The Liquidation Trust will satisfy any premiums, deductibles, self-insured retentions, and retrospective premiums arising out of Claims under the Insurance Policies to the extent required under applicable law.
• All Insurance Policies and CIP Agreements entered into prior to the Petition Date are treated as non-executory contracts and will be neither assumed nor rejected. Other than the permissibility of the Insurance Rights Transfer, the rights and obligations of the parties thereunder will be determined under applicable law.
• Except for the Insurance Rights Transfer itself, nothing in the Plan, the Plan Documents, or the Confirmation Order modifies, amends, or supplements the terms of any Insurance Policy, Insurance Settlement Agreement, or CIP Agreement issued by a Non-Settling Insurance Company, or the Insurer Coverage Defenses. Insurer Coverage Defenses do not, however, include any defense that the Plan or other Plan Documents fail to comply with the Bankruptcy Code and — once the Confirmation Order determines that the Bankruptcy Code authorizes the Insurance Rights Transfer by preempting contrary policy terms — do not include any defense that the transfer is prohibited by the Insurance Policies, the CIP Agreements, or applicable non-bankruptcy law.
• If an Insurance Company pays a self-insured retention and is entitled to reimbursement from the Liquidation Trust under applicable law, that Non-Settling Insurance Company receives the reimbursement solely in the form of a set-off against any coverage claim the Liquidation Trust asserts against it with respect to the relevant Claim.
• A Non-Settling Insurance Company that makes a payment to the Liquidation Trust on account of a Talc Claim is subrogated, to the extent of that payment and the terms of the applicable policy, to the claims, rights, and Causes of Action of the Debtor, the Liquidating Debtor, or the Liquidation Trust against Persons other than any Settling Insurance Company, any Released Party, or the Liquidation Trust, subject to the Plan's releases and exculpation.
• CIP Agreements include a Confidential Coverage in Place Agreement dated December 26, 2022 among the Debtor and approximately sixteen insurer groups, including Travelers/St. Paul, TIG Insurance (as successor to Mt. McKinley and ISLIC), Everest Reinsurance, Century Indemnity, Hartford/First State/Twin City, Westport, Coaction Specialty on behalf of Employers Mutual Casualty, Arrowood, Fireman's Fund/American Insurance, Munich Reinsurance America, Old Republic, AIU, Granite State, Continental Casualty/Columbia Casualty, and certain London Market insurance companies and underwriters.
• Nothing in the Plan constitutes a finding that any Insurance Policy exists or provides coverage, or that any Non-Settling Insurance Company is obligated to provide coverage for or pay any amount determined under the Trust Distribution Procedures.

Injunctions, Releases, and Exculpation

• The Plan Injunction, effective on entry of the Confirmation Order and subject to the occurrence of the Effective Date, bars all holders of Claims and Interests and other parties in interest — together with their present and former employees, agents, officers, directors, principals, and Affiliates — from commencing or continuing actions, enforcing judgments, creating or perfecting encumbrances, asserting setoffs, or otherwise acting in any manner inconsistent with the Plan, against the Debtor, the Liquidating Debtor, the Estate, the Liquidation Trust, the Liquidating Trustee, their property, or any direct or indirect transferee or successor in interest, in relation to any Claim, Interest, or Cause of Action treated, extinguished, exculpated, or released under the Plan. Setoffs contemplated or Allowed by the Plan, and those asserted in a timely filed proof of Claim or timely filed objection to Confirmation, are excepted, and nothing precludes parties from exercising rights or obtaining benefits under the Plan and Plan Documents. A parallel injunction bars all parties in interest, including holders of successor or transferee liability claims, from interfering with implementation or consummation of the Plan.
• The Insurance Entity Injunction enjoins all Persons from pursuing any Claim, demand, or Cause of Action against any Insurance Company on account of any Insurance Policy, in order to facilitate the Insurance Rights Transfer and preserve the Liquidation Trust's Insurance Rights.
  • The injunction is not issued for the benefit of any Insurance Company, and no Insurance Company is a third-party beneficiary except as specifically provided in a CIP Agreement or Insurance Settlement Agreement.
  • The injunction does not impair actions brought by the Liquidation Trust against any Non-Settling Insurance Company, and the Liquidation Trust has sole and exclusive authority to terminate, reduce, or limit its scope as to any Non-Settling Insurance Company upon written notice.
  • The injunction does not enjoin: any Person's rights to the treatment accorded under the Plan, including holders' assertion of Talc Claims under the Trust Distribution Procedures; claims for payment of VLT Operating Expenses; the Liquidation Trust's prosecution or settlement of actions arising from the Insurance Policies or CIP Agreements, or its claims against an Insurance Company thereunder; an Insurance Company's claims against a Non-Settling Insurance Company, its reinsurance or retrocessional claims, or its subrogation rights against Persons that are neither Released Parties nor the Liquidation Trust; or an Insurance Company's contribution, subrogation, indemnification, or similar claims against the Liquidation Trust for a Settling Insurance Company's alleged share of defense or indemnity obligations.
  • If a Non-Settling Insurance Company obtains a judicial determination or arbitration award establishing an entitlement to recover a sum certain from a Settling Insurance Company for contribution, subrogation, indemnification, allocation, reimbursement, or offset relating to Claims assumed by the Liquidation Trust, the Liquidation Trust will satisfy that recovery by reducing its own claims or judgments against the Non-Settling Insurance Company, or, if none exist, by paying the amount in accordance with the Trust Distribution Procedures.
• The "Released Parties" are the Debtor and the Debtor's Related Parties. As of the Effective Date, the Released Parties are released by the Debtor, the Liquidating Debtor, the Estate, any Person seeking to exercise the rights of the Estate, and any successors or Estate representatives from all Claims and Causes of Action relating to the Debtor, the Chapter 11 Case, the Sale, the Asset Purchase Agreement, the Global Settlement, the Trust Formation Transactions, and the Plan, among other matters.
  • The releases carve out, and the Liquidation Trust retains, Claims or Causes of Action arising out of any act or omission determined by Final Order to constitute gross negligence, willful misconduct, or fraud.
  • No Non-Debtor Affiliate is a "Released Party" under the Plan, and nothing in the Plan expands or otherwise affects the releases granted in the Global Settlement and the Global Settlement Order.
• The "Exculpated Parties" include the Debtor; the Board of Managers and each member serving on or after the Petition Date, including the Independent Manager; the Debtor's postpetition officers; the Creditors' Committee and its members; Professional Persons and ordinary course professionals retained by the Debtor or Independent Manager; and Professional Persons retained by the Creditors' Committee.
  • Exculpation covers acts or omissions taken on or after the Petition Date and prior to or on the Effective Date, subject to the same carve-out for gross negligence, willful misconduct, or fraud determined by Final Order.
• No Person may commence or pursue a Cause of Action of any kind against the Exculpated Parties or the Released Parties that is extinguished, exculpated, or released under the Plan. The Liquidation Trust is not, and will not be deemed, a successor to the Debtor by any theory of law or equity, does not assume liabilities or obligations relating to the Debtor's operations or assets on or before the Effective Date, and has no successor or transferee liability of any kind. Any ipso facto term in a policy, contract, or other obligation triggered by the Debtor's insolvency or financial condition, the commencement of the Chapter 11 Case, Confirmation or consummation of the Plan (including any resulting change of control), or the Trust Formation Transactions is void and of no further force or effect. The Debtor also reserves the right under section 510 to reclassify any Allowed Claim or Interest in accordance with applicable subordination rights.

Executory Contracts and Unexpired Leases

• Each executory contract and unexpired lease not previously assumed, rejected, or assumed and assigned during the Chapter 11 Case or in connection with the Sale Order will be deemed automatically rejected as of the Effective Date, unless listed on the Schedule of Assumed and Assigned Contracts or subject to a pending motion.
  • Assumed contracts will be assigned to the Liquidation Trust and vest in, and be fully enforceable by, the Liquidation Trust.
  • Notices of assumption and assignment, setting forth proposed Cure Claims, will be served at least 14 calendar days before the Plan confirmation objection deadline, with counterparties having 14 calendar days to object. Failure to object timely constitutes deemed consent to the proposed Cure Amount and to assumption.
  • Following resolution of a Cure Dispute, the contract is deemed assumed effective as of the Effective Date; however, if a Claim subject to a Cure Dispute is Allowed in an amount greater than the Cure Amount listed on the Schedule of Assumed and Assigned Contracts, the Debtor, Liquidating Debtor, or Liquidating Trustee may reject the contract by filing a notice within seven Business Days after entry of the Final Order resolving the dispute. The Debtor may assume or assume and assign before a Cure Dispute is resolved so long as Cash sufficient to pay the amount reasonably asserted by the counterparty (or a smaller amount fixed, estimated, or agreed) is reserved. If a dispute arises over whether a contract was executory or unexpired when assumed, the Debtor has 30 calendar days after entry of a Final Order resolving the dispute to alter its treatment.
  • Rejection damage claims must be filed within 30 calendar days after the later of the Effective Date and the effective date of rejection, and will be classified as General Unsecured Claims or General Convenience Claims, as applicable.
• All employment and severance policies and all compensation and benefit plans of the Debtor applicable to employees and non-employee directors — including savings, retirement, healthcare, disability, severance, incentive and bonus, and life and accidental death and dismemberment plans — are treated as executory contracts and rejected on the Effective Date, other than those assumed and assigned to the Buyer under the Sale Order and Asset Purchase Agreement, previously approved for rejection or termination, or subject to a pending rejection motion. Such policies and plans relating to former employees who are retired as of the Effective Date are likewise rejected as to those former employees, except to the extent prohibited by section 1114 of the Bankruptcy Code. After the Effective Date, the Liquidation Trust is responsible for terminating and winding down any remaining retirement benefit plans.

Conditions Precedent to the Effective Date

• Occurrence of the Effective Date is conditioned on, among other things:
  • Entry of the Confirmation Order, which has not been stayed, modified, or vacated on appeal.
  • 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, and funding of the General Convenience Claim Recovery Fund, the GUC Recovery Fund, the TC Recovery Fund, and the VLT Operating Reserve in their respective specified amounts.
  • Payment in full of all professional fees and expenses approved by the Bankruptcy Court, or placement in the Professional Fee Reserve of amounts sufficient to pay them after the Effective Date pending Court approval.
  • Receipt of all necessary Governmental Unit authorizations, consents, regulatory approvals, or rulings, and execution of all documents and agreements necessary to implement the Plan.
  • Bankruptcy Court authorization of the Insurance Rights Transfer notwithstanding any policy terms or non-bankruptcy law prohibiting delegation, assignment, or transfer of the Insurance Rights, and a determination that the Liquidation Trust is a proper defendant for all applicable Claims asserting liability of the Debtor or Liquidating Debtor.
  • Entry of specified Confirmation Order findings, including that: solely as between holders of Talc Claims and the Liquidation Trust, the Allowed amount of any Talc Claim is legally enforceable against the Liquidation Trust under the Plan and Trust Distribution Procedures (with installment, initial, or payment-percentage amounts not equivalent to a claimant's Allowed amount); the terms of the Insurance Entity Injunction, including provisions barring actions against third parties, are set out in conspicuous language in the Plan and Disclosure Statement; the Plan Injunction and Insurance Entity Injunction are essential to the Plan, appropriately tailored, and consistent with the Bankruptcy Code; the transfer of rights under the Insurance Policies and CIP Agreements is authorized notwithstanding contrary policy terms or law and no Insurance Company may assert a defense based on non-compliance with the Bankruptcy Code or prohibition of the transfer, provided the transferred Insurance Rights remain subject to the applicable policy terms including available Insurer Coverage Defenses; the Liquidation Trust's rights under Non-Settling Insurance Company policies, including the effect of any failure to satisfy conditions precedent, will be determined under the policies, CIP Agreements, and applicable law in subsequent litigation; the proceeds of any sale of Insurance Policies will be contributed to the Liquidation Trust free and clear under sections 363 and 1141; and the Plan, Plan Documents, and Confirmation Order are binding on all parties in interest to the fullest extent permitted by law.
• Each condition precedent may be waived in writing by the Debtor without leave or order of the Bankruptcy Court. The stay of the Confirmation Order under Bankruptcy Rule 3020(e) is deemed waived upon entry, and the Confirmation Order takes effect immediately.

Dissolution of the Creditors' Committee

• After the Effective Date, the official capacities of the Creditors' Committee are limited to standing and capacity to (i) prosecute its pre-Effective Date intervention in any adversary proceedings; (ii) object to any proposed modification of the Plan; (iii) object to or defend Professional Fee Claims of professionals employed by or on behalf of the Estate or Committee members; and (iv) participate in any pending appeals or appeals of the Confirmation Order.
  • Except as to the foregoing, Committee members are released and discharged from all further authority, duties, responsibilities, liabilities, and obligations involving the Chapter 11 Case, and the Committee will be dissolved upon the closing of the Chapter 11 Case.
  • Fees and expenses incurred by the Committee in connection with authorized post-Effective Date activities are payable from the Priority Reserve.

Disputed Claims and Retention of Jurisdiction

• On and after the Effective Date, only the Liquidating Trustee may interpose and prosecute objections to Claims, which must be filed on or before 180 calendar days following the later of the Effective Date and the date a proof of Claim is filed, amended, or otherwise asserted in writing, or such later date as the Bankruptcy Court fixes. Objections to Talc Claims are administered solely under the Trust Distribution Procedures, and Administrative Expense Claims are determined under Article II.
• No Distribution is made on any Disputed portion of a Claim until it becomes Allowed. The Liquidating Trustee may at any time request estimation of a Disputed Claim under section 502(c), and an estimated amount constitutes either the Allowed amount or a maximum limitation as the Bankruptcy Court determines; where it is a maximum limitation, the Liquidating Trustee may pursue supplemental proceedings to object to any ultimate Distribution.
• The Liquidating Trustee may compromise, settle, resolve, or withdraw objections to Claims and resolve Disputed Claims without Bankruptcy Court approval; unresolved Disputed Claims are submitted to the Bankruptcy Court. The Liquidation Trust retains all rights and defenses held by the Debtor as of the Petition Date, and the claims resolution procedures are cumulative rather than exclusive.
• The Bankruptcy Court retains jurisdiction over matters arising under or related to the Chapter 11 Case and the Plan, including assumption and rejection disputes and Cure Amounts, Claim allowance and estimation, Professional Fee Claims, approval of Liquidation Trust settlements with Insurance Companies under sections 363(b), (f), and (m) with supporting section 105 injunctive relief, enforcement of the Plan's release, exculpation, and injunction provisions, tax matters under sections 346, 505, and 1146, and entry of a final decree.
• Nothing in the retention-of-jurisdiction provisions constitutes a finding that the Bankruptcy Court in fact has jurisdiction over any Insurance Rights or that any such jurisdiction is exclusive; any other court with jurisdiction over an action involving the Insurance Policies may exercise it. The resolution of Talc Claims against the Debtor, and the forum for that resolution, are governed by the VLT Documents.

Miscellaneous

• The Plan will be of no force or effect unless the Bankruptcy Court enters the Confirmation Order, and neither the filing of the Plan nor any action taken by the Debtor with respect to it constitutes an admission or waiver of any rights of the Debtor as to any Claim or Interest prior to the Effective Date.
• All Statutory Fees due and payable are payable by the Debtor on the Effective Date, with the Liquidating Debtor and the Liquidation Trust jointly and severally liable thereafter until the case is closed, dismissed, or converted to chapter 7. The Debtor must file all monthly operating reports due before the Effective Date on UST Form 11-MOR, and the Debtor, Liquidating Debtor, and Liquidation Trust must file separate UST Form 11-PCR reports thereafter; post-confirmation quarterly reports under the United States Trustee Operating Guidelines are also required until a final decree is entered, with the first due within 30 days after the end of the quarter in which the Effective Date occurs. The U.S. Trustee is not required to file an Administrative Expense Claim and is not treated as providing any release under the Plan.
• To the maximum extent permitted under section 1146(a) of the Bankruptcy Code, transfers under or in connection with the Plan, including transfers of assets to and by the Liquidation Trust, are exempt from document recording, stamp, conveyance, transfer, sales or use, mortgage recording, and similar taxes.
• The Debtor may amend, modify, or supplement the Plan and Plan Supplement under section 1127, with advance notice to the U.S. Trustee and the Creditors' Committee and without additional section 1125 disclosure unless the Bankruptcy Court orders otherwise, and may make technical adjustments before the Effective Date with advance notice to the U.S. Trustee, in each case so long as the treatment of holders of Claims and Interests is not materially and adversely affected. The Debtor reserves the right to revoke or withdraw the Plan before the Effective Date, in which case the Plan is null and void and constitutes no waiver, release, prejudice, or admission.
• Notwithstanding Bankruptcy Rules 3020(e), 6004(h), and 7062, the Plan is immediately effective and enforceable upon entry of the Confirmation Order and binding on the Debtor, all holders of Claims and Interests, the Released and Exculpated Parties, and their respective successors and assigns, including the Liquidating Trustee.
• In the event of an inconsistency between the Plan and the Plan Supplement or any exhibit, the terms of the relevant Plan Supplement document or exhibit control unless otherwise specified; the Plan controls over any other instrument created pursuant to it and over the Disclosure Statement; and any irreconcilable inconsistency with the Confirmation Order is resolved in favor of the Confirmation Order, which is deemed a modification of the Plan.
• All references in the Plan to monetary figures refer to the legal tender of the United States unless otherwise expressly provided.
• Following the Effective Date, the Liquidating Debtor and the Liquidating Trustee may send notice requiring entities to file renewed requests to continue receiving documents under Bankruptcy Rule 2002, and the Debtor and the Liquidating Trustee are authorized to limit the service list to the U.S. Trustee and those entities filing renewed requests; the U.S. Trustee need not file such a request and continues to receive documents without further action.