Exhibit 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
FEDERAL-MOGUL GLOBAL INC., ) Case No. 01-10578 (JKF)
T&N LIMITED, et al.,(1) ) (Jointly Administered)
)
)
Debtors.
)
ORDER CONFIRMING FOURTH AMENDED JOINT PLAN OF REORGANIZATION
FOR DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED)
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(1) The U.S. Debtors (collectively, the "U.S. Debtors") are Carter Automotive
Company, Inc., Federal-Mogul Corporation, Federal-Mogul Dutch Holdings Inc.,
Federal-Mogul FX, Inc., Federal-Mogul Global Inc., Federal-Mogul Global
Properties, Inc., Federal-Mogul Ignition Company, Federal-Mogul Machine Tool,
Inc., Federal-Mogul Mystic, Inc., Federal-Mogul Piston Rings, Inc.,
Federal-Mogul Powertrain, Inc., Federal-Mogul Products, Inc., Federal-Mogul
Puerto Rico, Inc., Federal-Mogul U.K. Holdings, Inc., Federal-Mogul Venture
Corporation, Federal-Mogul World Wide, Inc., Felt Products Manufacturing Co., FM
International LLC, Ferodo America, Inc., Gasket Holdings Inc., J.W.J. Holdings,
Inc., McCord Sealing, Inc., and T&N Industries Inc.
The U.K. Debtors to which the Plan applies (collectively, the "U.K.
Debtors") are AE Piston Products Limited, Aeroplane & Motor Aluminium Castings
Limited, Ashburton Road Services Limited, Brake Linings Limited, Duron Limited,
Edmunds, Walker & Co. Limited, Federal-Mogul Aftermarket UK Limited,
Federal-Mogul Bradford Limited, Federal-Mogul Bridgwater Limited, Federal-Mogul
Camshaft Castings Limited, Federal-Mogul Camshafts Limited, Federal-Mogul
Engineering Limited, Federal-Mogul Eurofriction Limited, Federal-Mogul Friction
Products Limited, Federal-Mogul Global Growth Limited, Federal-Mogul Ignition
(U.K.) Limited, Federal-Mogul Powertrain Systems International Limited,
Federal-Mogul Sealing Systems (Cardiff) Limited, Federal-Mogul Sealing Systems
(Rochdale) Limited, Federal-Mogul Sealing Systems (Slough) Limited,
Federal-Mogul Sealing Systems Limited, Federal-Mogul Shoreham Limited, Federal
Mogul Sintered Products Limited, Federal-Mogul Systems Protection Group Limited,
Federal-Mogul Technology Limited, Federal Mogul U.K. Limited, Ferodo Caernarfon
Limited, Ferodo Limited, Fleetside Investments Limited, F-M UK Holding Limited,
Friction Materials Limited, Greet Limited, Halls Gaskets Limited, Hepworth &
Grandage Limited, J.W. Roberts Limited, Lanoth Limited, Newalls Insulation
Company Limited, TAF International Limited, T&N Holdings Limited, T&N
International Limited, T&N Investments Limited, T&N Limited, T&N Materials
Research Limited, T&N Piston Products Group Limited, T&N Properties Limited, T&N
Shelf Eighteen Limited, T&N Shelf Nineteen Limited, T&N Shelf One Limited, T&N
Shelf Seven Limited, T&N Shelf Three Limited, T&N Shelf Twenty Limited, T&N
Shelf Twenty-One Limited, T&N Shelf Twenty-Six Limited, TBA Belting Limited, TBA
Industrial Products Limited, Telford Technology Supplies Limited, The Washington
Chemical Company Limited, Turner & Newall Limited, Turner Brothers Asbestos
Company Limited, and Wellworthy Limited. Unlike all the other U.K. Debtors, T&N
Investments Limited is a Scottish rather than English company. Certain
additional U.K. affiliates of the U.S. Debtors and U.K. Debtors have commenced
chapter 11 cases but are not subjects of this Notice.
TABLE OF CONTENTS
INTRODUCTION......................................................................................................1
I. GENERAL PROVISIONS REGARDING CONFIRMATION OF THE PLAN AND APPROVAL OF PLAN-RELATED DOCUMENTS..............2
A. CONFIRMATION OF THE PLAN............................................................................2
B. MODIFICATIONS TO THE PLAN...........................................................................2
C. CONDITIONS TO CONFIRMATION AND CONSUMMATION OF THE PLAN............................................3
D. EFFECTS OF CONFIRMATION.............................................................................3
E. APPROVAL, MODIFICATION AND EXECUTION OF PLAN DOCUMENTS.............................................4
II. CLAIMS BAR DATES AND OTHER CLAIMS MATTERS.................................................................4
A. GENERAL BAR DATE PROVISIONS FOR ADMINISTRATIVE CLAIMS...............................................4
B. BAR DATE FOR PROFESSIONAL FEE CLAIMS................................................................5
C. BAR DATE FOR REJECTION DAMAGES CLAIMS...............................................................6
III. APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS AND RELATED PROCEDURES......................7
A. ASSUMED CONTRACTS AND LEASES AND RELATED PROCEDURES.................................................7
B. REJECTED CONTRACTS AND LEASES.......................................................................8
IV. MATTERS RELATING TO IMPLEMENTATION OF THE PLAN............................................................8
A. ACTIONS IN FURTHERANCE OF THE PLAN..................................................................8
B. DIRECTORS AND OFFICERS OF REORGANIZED DEBTORS......................................................10
C. COMPENSATION AND BENEFIT PROGRAMS..................................................................10
D. APPROVAL OF EXIT FACILITIES........................................................................11
E. CREATION OF TRUST..................................................................................12
F. TRANSFERS OF PROPERTY TO AND ASSUMPTION OF CERTAIN LIABILITIES BY THE TRUST........................12
1. Funding of the Trust.......................................................................12
2. Transfer and Assignment of the Asbestos Insurance Action Recoveries, Asbestos
Insurance Actions, and Asbestos In-Place Insurance Coverage................................13
3. Assumption of Liability for Asbestos Personal Injury Claims by the Trust...................13
4. Appointment of Trustees....................................................................14
5. Appointment of TAC Members.................................................................14
6. Appointment of Future Claimants Representative.............................................14
7. Indemnity Obligations of the Trust.........................................................14
G. EXEMPTIONS FROM TAXATION...........................................................................14
H. EXEMPTIONS FROM SECURITIES LAWS....................................................................15
I. DISTRIBUTION RECORD DATE...........................................................................15
J. SECURITY FOR OBLIGATIONS UNDER REORGANIZED FEDERAL-MOGUL SECURED TERM LOAN AGREEMENT AND
REORGANIZED FEDERAL-MOGUL JUNIOR SECURED PIK NOTES.................................................16
K. DELIVERY OF DOCUMENTS..............................................................................17
L. TRANSACTIONS IMPLEMENTED BY THE PLAN...............................................................17
1. Exercise of Purchase Options for Assets of Certain Debtors.................................17
2. Implementation of Certain Settlement Agreements............................................18
3. Implementation of the Plan B Settlement....................................................18
M. ISSUANCE OF NEW INSTRUMENTS........................................................................20
V. RELEASES AND EXCULPATION PROVISIONS......................................................................20
VI. DISCHARGE, INJUNCTIONS AND RELATED MATTERS...............................................................20
A. DISCHARGE OF CLAIMS................................................................................20
B. DISCHARGE INJUNCTION...............................................................................22
C. SUPPLEMENTAL INJUNCTION, THIRD PARTY INJUNCTION, AND ASBESTOS INSURANCE ENTITY INJUNCTION.........24
1. Supplemental Injunction....................................................................24
2. Third Party Injunction.....................................................................25
3. Asbestos Insurance Entity Injunction.......................................................28
VII. ISSUES RELATED TO PLAN AND OBJECTIONS TO CONFIRMATION....................................................30
A. RESOLUTION OF CERTAIN OBJECTIONS TO CONFIRMATION...................................................30
1. PepsiAmericas, Inc.........................................................................30
2. Owens-Illinois, Inc........................................................................31
3. Rothschild Inc.............................................................................31
4. Objecting Insurers Regarding Assignment and Preemption Issue...............................31
VIII. RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT AND THE DISTRICT COURT.................................32
IX. NOTICE OF ENTRY OF CONFIRMATION ORDER....................................................................32
X. EFFECT OF REVERSAL.......................................................................................33
XI. REPORT AND RECOMMENDATION TO THE DISTRICT COURT..........................................................34
XII. NO JUST CAUSE FOR DELAY..................................................................................34
TABLE OF EXHIBITS
I. FOURTH AMENDED JOINT PLAN OF REORGANIZATION FOR DEBTORS AND
DEBTORS-IN-POSSESSION (AS MODIFIED)....................................Exhibit A
II. CONFIRMATION NOTICE...............................................Exhibit B
III. CONFIRMATION NOTICE -- PUBLICATION VERSION.......................Exhibit C
INTRODUCTION
The debtors and debtors-in-possession identified in footnote 1
of this Order (collectively, the "Debtors" and, as reorganized entities after
emergence, the "Reorganized Debtors"), together with the Official Committee of
Unsecured Creditors (the "Unsecured Creditors Committee"), the Official
Committee of Asbestos Claimants (the "Asbestos Claimants Committee"), the Legal
Representative for Future Asbestos Claimants (the "Future Claimants
Representative"), the Official Committee of Equity Security Holders (the "Equity
Committee"), and JPMorgan Chase Bank, N.A., as Administrative Agent under the
Bank Credit Agreement (the "Administrative Agent" and, collectively, with the
Debtors, the Unsecured Creditors Committee, the Asbestos Claimants Committee,
the Future Claimants Representative and the Equity Committee, the "Plan
Proponents") have proposed the Fourth Amended Joint Plan of Reorganization,
dated February 7, 2007 (as modified by the Modifications (defined below) and as
it may be further modified hereafter in accordance with the terms thereof, the
"Plan");(2) As a result of the proposal of the Plan, and a hearing to consider
Confirmation of the Plan having been held on June 18-21, July 9-10 and October
1-2, 2007, at which all objections to Confirmation of the Plan were considered,
and the Bankruptcy Court having entered certain Findings of Fact and Conclusions
of Law (the "Findings of Fact and Conclusions of Law") respecting Confirmation
of the Plan, THE BANKRUPTCY COURT HEREBY ORDERS, ADJUDGES AND DECREES THAT:
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(2) Capitalized terms and phrases used but not otherwise defined herein have the
meanings given to them in the Plan.
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I. GENERAL PROVISIONS REGARDING CONFIRMATION OF THE PLAN AND APPROVAL OF
PLAN-RELATED DOCUMENTS
A. CONFIRMATION OF THE PLAN
The Plan, a copy of which is attached hereto as Exhibit A, and
each of its provisions (whether or not specifically approved herein, subject to
Section IV.F.2 below) and all exhibits and schedules thereto (with the exception
of the Plan A Settlement and the Addendum, which shall be the subject of a
separate order (the "Plan A Order") and separate findings of fact and
conclusions of law (the "Plan A Settlement Findings and Conclusions"), are
CONFIRMED in each and every respect, pursuant to section 1129 of the Bankruptcy
Code. If there is any direct conflict between the terms of the Plan or any
exhibit thereto and the terms of this Confirmation Order, the terms of this
Confirmation Order shall control. This Confirmation Order shall supersede any
prior orders of the Bankruptcy Court that may be inconsistent herewith.
B. MODIFICATIONS TO THE PLAN
The modifications contained in the Plan and the Plan Documents
filed by the Plan Proponents on or about June 5, 2007 (D.I. 12620, 12621, and
12622), July 31, 2007 (D.I. 582593567), September 26, 2007 (D.I. 13374),
September 27, 2007 (D.I. 13391), October 30, 2007 (D.I. 13614), and November 5,
2007 (D.I. 13649) and such further modifications to the Plan and the Plan
Documents as were identified to the Court at the Confirmation Hearing or
otherwise identified to the Bankruptcy Court prior to entry of this Confirmation
Order (the "Modifications"), are deemed to be either technical changes or
clarifications that do not materially and adversely change the treatment of the
Claim of any creditor or the Equity Interest of any interest holder of the
Debtors or have been consented to by the entities affected thereby, and are
approved in all respects. The Plan, as modified by the Modifications, shall be
deemed accepted by all holders of Claims and Equity Interests who previously
accepted the Plan.
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C. CONDITIONS TO CONFIRMATION
AND CONSUMMATION OF THE PLAN
Nothing in this Confirmation Order or in the Findings of Fact
and Conclusions of Law shall in any way affect the provisions of Sections 7.1
and 7.2 of the Plan, which include provisions regarding (1) the conditions
precedent to the Confirmation of the Plan, (2) the conditions precedent to the
Effective Date of the Plan and (3) the waiver of any such conditions.
D. EFFECTS OF CONFIRMATION
In accordance with section 1141(a) of the Bankruptcy Code and
Section 7.1 of the Plan, subject to Section I.C of this Confirmation Order and
notwithstanding any otherwise applicable law, immediately upon the entry of this
Confirmation Order, the terms of the Plan and this Confirmation Order shall be
binding upon all Entities, including each of the Debtors, the Reorganized
Debtors, any and all holders of Claims, Demands or Equity Interests
(irrespective of whether such Claims or Equity Interests are impaired under the
Plan or whether the holders of such Claims or Equity Interests accepted,
rejected or are deemed to have accepted or rejected the Plan), any and all
non-Debtor parties to executory contracts and unexpired leases with any of the
Debtors, and any and all Entities who are parties to or are subject to the
settlements, compromises, releases, waivers, discharges and injunctions
described herein, or in the Findings of Fact and Conclusions of Law or in the
Plan, and each of the respective heirs, executors, administrators, trustees,
affiliates, officers, directors, agents, representatives, attorneys,
beneficiaries, guardians, successors or assigns, if any, of any of the
foregoing.
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E. APPROVAL, MODIFICATION AND EXECUTION
OF PLAN DOCUMENTS
1. The Plan and all exhibits and schedules thereto,
substantially in the form as they exist at the time of the entry of this
Confirmation Order (subject to Section IV.F.2 below), including, without
limitation, the documents relating to the Trust, and each of the other Plan
Documents (with the exception of the Plan A Settlement and the Addendum, which
shall be the subject of the Plan A Order and the Plan A Settlement Findings and
Conclusions), are ratified and approved in all respects. All relevant parties
are authorized, without further action by the Bankruptcy Court, to enter into,
effectuate, and perform any and all obligations under the Plan Documents,
notwithstanding that the efficacy of such documents may be subject to the
occurrence of the Effective Date or some other date thereafter.
2. The Plan Proponents are hereby authorized to amend or
modify the Plan at any time prior to the substantial consummation of the Plan,
but only in accordance with section 1127 of the Bankruptcy Code, Section 11.9 of
the Plan and the Plan Support Agreement.
3. The Plan Support Agreement shall not be deemed to
have been modified in any respect by this Confirmation Order.
II. CLAIMS BAR DATES AND OTHER CLAIMS MATTERS
A. GENERAL BAR DATE PROVISIONS FOR ADMINISTRATIVE CLAIMS
1. All requests for payment of an Administrative Claim
(other than as set forth in Section 11.14 of the Plan and Sections II.A.2 and
II.B below) against any of the U.S. Debtors shall be filed with the Bankruptcy
Court and served on the United States Trustee and counsel for the Debtors at the
addresses set forth in Section 11.24 of the Plan not later than the first
business day that is at least one hundred and twenty (120) days after the
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Effective Date (the "Administrative Claims Bar Date"). The Reorganized Debtors
and any other party in interest may object to an Administrative Claim within
ninety (90) days after the Administrative Claims Bar Date, provided that such
90-day period of review may be extended by the Bankruptcy Court upon the request
of any of the Plan Proponents. If an Entity does not submit a request for
payment of an Administrative Expense on or before the Administrative Claims Bar
Date, such Entity shall be forever barred from seeking payment of such
Administrative Expense from any Reorganized Debtor, or any of its successors or
assigns, or out of the property of any of them.
2. Notwithstanding the foregoing, no request for payment
of an Administrative Claim need be filed with respect to an Administrative Claim
which is paid or payable by a U.S. Debtor in the ordinary course of business.
B. BAR DATE FOR PROFESSIONAL FEE CLAIMS
1. All final requests for compensation or reimbursement
of the fees of any professional employed in the Reorganization Cases pursuant to
Sections 327 or 1103 of the Bankruptcy Code or otherwise, including the
professionals seeking compensation or reimbursement of costs and expenses
relating to services performed after the Petition Date and prior to and
including the Effective Date in connection with the Reorganization Cases,
pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code
for services rendered to the Debtors, the Official Committees, or the Future
Claimants Representative (each a "Professional"), and Claims for making a
substantial contribution under sections 503(b)(3)(D) and/or 503(b)(4) of the
Bankruptcy Code, including any requests (i) by the Ad Hoc Committee of Certain
Unsecured Creditors in accordance with Section 8.15.3 of the Plan or (ii)
pursuant to Section 2.5 of the Addendum ("Substantial Contribution Claims"),
shall be filed and served on the Reorganized Debtors and their counsel not later
than sixty (60) days after the Effective Date, unless otherwise ordered by the
Bankruptcy Court (the "Professional Fee Bar Date").
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2. The procedures for processing final requests for
compensation or reimbursement of the fees of any Professional set forth in
Section 2.5 of the Plan are approved.
3. If a Professional or other entity does not submit a
request for payment of an Administrative Expense on account of services rendered
to the Estates on or before the Professional Fee Bar Date, such Entity shall be
forever barred from seeking payment of such Administrative Expense from any
Reorganized Debtor, or any of its successors or assigns, or out of the property
of any of them.
4. Section 8.14.6 of the Plan shall apply to the fees,
if any, of the Collateral Trustee.
C. BAR DATE FOR REJECTION DAMAGES CLAIMS
1. If the rejection by a Debtor, pursuant to the Plan,
of an executory contract or unexpired lease results in a Claim, then such Claim
shall be forever barred and shall not be enforceable against any Debtor or
Reorganized Debtor, or the properties of any of them, unless a Proof of Claim is
filed with the Bankruptcy Court within thirty (30) calendar days following the
Confirmation Date, or as otherwise ordered by the Bankruptcy Court as set forth
in Section 5.5 of the Plan.
2. The Plan constitutes due and proper notice to
Entities that may assert a Claim for damages from the rejection of an executory
contract or unexpired lease of the bar date for filing a Proof of Claim in
connection therewith.
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III. APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS AND RELATED
PROCEDURES.
A. ASSUMED CONTRACTS AND LEASES AND RELATED PROCEDURES
1. Except as otherwise provided in the Plan, or in any
contract, instrument, release, indenture or other agreement or document entered
into in connection with the Plan, all unexpired leases and executory contracts
that (a) have not been expressly rejected by the U.S. Debtors with the approval
of the Bankruptcy Court on or prior to the Effective Date or (b) are not
rejected pursuant to Section 5.1.2 or Section 5.2 of the Plan shall, as of the
Effective Date, be assumed by the relevant U.S. Debtor(s).
2. Each Reorganized U.S. Debtor that is assuming a
contract or lease pursuant to the Plan has provided "adequate assurance of
future performance" (within the meaning of section 365 of the Bankruptcy Code)
under the contract or lease to be assumed.
3. The Debtors have filed with the Bankruptcy Court an
exhibit setting forth those unexpired leases and executory contracts which are
being assumed by the U.S. Debtors as of the Effective Date and as to which the
U.S. Debtors believe that cure amounts are owing, together with the respective
cure amounts due for each such assumed lease or executory contract (the "Cure
Exhibit"); provided, however, that unexpired leases or executory contracts which
are being assumed by the U.S. Debtors as of the Effective Date and as to which
no cure amount is owing are not set forth on the Cure Exhibit. The cure amounts
associated with each executory contract and unexpired lease to be assumed
pursuant to the Plan, as set forth on the Cure Exhibit, shall be satisfied,
under section 365(b)(1) of the Bankruptcy Code, at the option of the Debtors:
(x) by payment of the cure amounts in Cash on the Effective Date (or as soon
thereafter as is reasonably practicable) or (y) on such other terms as are
agreed to by the parties to such executory contract or unexpired lease.
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4. If there is a dispute regarding the nature or amount
of any cure amount by the counterparty to any unexpired lease or executory
contract, then, subject to the deadlines specified in Section 5.1.1 of the Plan,
the counterparty to such unexpired lease or executory contract may file an
appropriate objection with the Bankruptcy Court. Payment of the cure amount will
occur following the entry of a Final Order of the Bankruptcy Court resolving
such objection and approving the assumption.
B. REJECTED CONTRACTS AND LEASES
On the Effective Date, each executory contract and unexpired
lease that is listed on Exhibit 5.1.2 to the Plan, and each executory contract
and unexpired lease of the type specified in Section 5.2 of the Plan, shall be
rejected pursuant to section 365 of the Bankruptcy Code. Any Claims for damages
relating to the rejection of any executory contracts or unexpired leases under
the Plan shall be subject to the provisions of Section II.C of this Confirmation
Order and Section 5.5 of the Plan.
IV. MATTERS RELATING TO IMPLEMENTATION OF THE PLAN
A. ACTIONS IN FURTHERANCE OF THE PLAN
1. Pursuant to sections 1123 and 1142 of the Bankruptcy
Code, section 303 of the Delaware General Corporation Law and any comparable
provisions of the business corporation law of any other state (collectively, the
"Reorganization Effectuation Statutes"), without further action by the
Bankruptcy Court or the stockholders, members, managers or board of directors of
any Debtor or Reorganized Debtor, each of the Debtors and the Reorganized
Debtors, as well as the each of the Chief Executive Officer, President or any
Vice President of any Debtor or Reorganized Debtor (collectively, the
"Responsible Officers"), is hereby authorized to execute, deliver, file or
record such contracts, instruments, releases and other agreements or documents
and take or direct such actions as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan, the Plan Documents,
this Confirmation Order and the transactions contemplated thereby or hereby.
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2. To the extent that, under applicable non-bankruptcy
law, any of the foregoing actions would otherwise require the consent or
approval of the stockholders, members, managers, or directors of any of the
Debtors or Reorganized Debtors, this Confirmation Order shall, pursuant to
sections 1123(a)(5) and 1142 of the Bankruptcy Code and the Reorganization
Effectuation Statutes, constitute such consent or approval, and such actions are
deemed to have been taken by unanimous action of the stockholders, members,
managers or directors, as the case may be, of the appropriate Debtor or
Reorganized Debtor.
3. The approvals and authorizations specifically set
forth in this Confirmation Order are non-exclusive and are not intended to limit
the authority of any Debtor or Reorganized Debtor or any officer thereof to take
any and all actions necessary or appropriate to implement, effectuate and
consummate the Plan, this Confirmation Order, the Plan Documents or the
transactions contemplated thereby or hereby. In addition to the authority to
execute and deliver, adopt or amend, as the case may be, the contracts,
instruments, releases and other agreements, including, without limitation, the
Plan Documents, specifically granted in this Confirmation Order, each of the
Debtors and the Reorganized Debtors is authorized and directed, without further
action by the Bankruptcy Court or further action or consent by its directors,
managers, trustees, members or stockholders, to take any and all such actions as
any of its Responsible Officers may determine are necessary or appropriate to
implement, effectuate and consummate the Plan, this Confirmation Order, the Plan
Documents or the transactions contemplated thereby or hereby.
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4. To the extent any approval of the Bankruptcy Court is
required for any of the Plan Proponents to enter into any of the Plan Documents,
or to take any actions thereunder or to consummate any of the transactions
contemplated thereby, such approvals are hereby granted.
B. DIRECTORS AND OFFICERS OF REORGANIZED DEBTORS
1. The appointment of the initial members of the
Reorganized Federal-Mogul Board of Directors, as set forth in Section 8.3.13 of
the Plan, as of and immediately following the Effective Date, is hereby
approved. The initial board of directors of Reorganized Federal-Mogul shall
consist of the nine (9) persons identified on Exhibit 8.3.13 to the Plan.
2. The appointment of the initial members of the Boards
of Directors for the Debtors other than Federal-Mogul, as set forth in Section
8.4 of the Plan, and which members are set forth on Exhibit 8.4 to the Plan, is
hereby approved.
C. COMPENSATION AND BENEFIT PROGRAMS
1. .Except and to the extent rejected, modified, and/or
terminated by an order of the Bankruptcy Court on or before the Effective Date,
the Reorganized U.S. Debtors shall continue, automatically and without further
act, deed or court order, the Employee Benefit Plans maintained by such U.S.
Debtors immediately prior to the Effective Date. Absent the termination of any
retiree benefit plans to which Section 1114 of the Bankruptcy Code is applicable
in accordance with Section 1114 of the Bankruptcy Code, and subject to the
provisions of Section 5.4.2 of the Plan and Section IV.C.2 of this Confirmation
Order, payment of all retiree benefits under retiree benefit plans to which
Section 1114 of the Bankruptcy Code is applicable shall be continued after the
Effective Date in accordance with Section 1129(a)(13) of the Bankruptcy Code.
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2. Nothing in Section IV.C.1 of this Confirmation Order
or Section 5.4.1 of the Plan shall alter or modify (i) the treatment of Excluded
Non-Qualified Pension Claims as Unsecured Claims under the Plan, or (ii) the
treatment of any claims relating to the FM Ignition Pension Plan and/or the T&N
Pension Plan under the CVAs (as such treatment is incorporated into the Plan),
in accordance with Section 5.4.2 of the Plan.
D. APPROVAL OF EXIT FACILITIES
1. Without further action by the Bankruptcy Court or the
directors, managers, trustees, partners, members and stockholders of any
Reorganized Debtor or further notice to any entities, each applicable
Reorganized Debtor is authorized, as of the Effective Date, to (i) execute,
deliver, file, record and implement (x) that certain Credit Agreement, to be
entered into by and among (i) Reorganized Federal-Mogul, as Borrower, (ii)
Citicorp USA, Inc., as Administrative Agent, (iii) JPMorgan Chase Bank, N.A., as
Syndication Agent, and (iv) the Lenders from time to time party thereto (the
"Exit Facility Credit Agreement"), and (y) such other contracts, instruments,
agreements, guaranties or other documents executed or delivered in connection
with the Exit Facility Credit Agreement (the "Other Exit Facility Documents"),
(ii) perform all of its obligations under the Exit Facility Credit Agreement and
the Other Exit Facility Documents, and (iii) take all such other actions as any
of the Responsible Officers of such Reorganized Debtor may determine are
necessary, appropriate or desirable in connection with the consummation of the
transactions contemplated by the Exit Facility Credit Agreement and the Other
Exit Facility Documents.
2. In addition to the foregoing, each applicable
Reorganized Debtor is authorized, as of the Effective Date, to grant such liens
and security interests as necessary to provide security for the Exit Facilities
in accordance with the Exit Facility Credit Agreement and the Other Exit
Facility Documents.
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E. CREATION OF TRUST
1. On the Effective Date, the Trust shall be created in
accordance with the terms and conditions of the Plan and the Trust Agreement.
The Trust and the Trustees thereof are authorized and empowered to receive the
property to be transferred to the Trust pursuant to Section 4.3 of the Plan.
2. Pursuant to the Reorganization Effectuation Statutes,
as applicable, and other appropriate provisions of applicable state laws
governing corporations or other legal entities and section 1142(b) of the
Bankruptcy Code, without further action by the Bankruptcy Court or the
directors, managers, partners, members or stockholders of any Reorganized Debtor
or further notice to any entities, the Reorganized Debtors are authorized and
directed to execute, deliver and perform their obligations under the Trust
Agreement and to execute, deliver, file, record and implement all such other
contracts, instruments, agreements or documents and take all such other actions
as any of the Responsible Officers of the Reorganized Debtors may determine are
necessary, appropriate or desirable in connection therewith. The Trust Agreement
and the Asbestos Personal Injury Trust Distribution Procedures, as in effect on
the Effective Date, shall be substantially in the forms attached to the Plan at
Exhibit 1.1.217 thereto.
F. TRANSFERS OF PROPERTY TO AND ASSUMPTION OF CERTAIN
LIABILITIES BY THE TRUST
1. Funding of the Trust.
The Reorganized Debtors shall fund the Trust in
accordance with Section 4.3 of the Plan.
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2. Transfer and Assignment of the Asbestos Insurance
Action Recoveries, Asbestos Insurance Actions, and Asbestos In-Place Insurance
Coverage.
The validity and enforceability of the transfer of the
Asbestos Insurance Action Recoveries, Asbestos Insurance Actions, and the
Asbestos In-Place Insurance Coverage by the Debtors to the Trust pursuant to
Section 4.3 of the Plan with respect to the rights and obligations of the
Asbestos Insurance Companies, the preemption of any anti-assignment provisions
of the Asbestos Insurance Policies pursuant to sections 524(g), 541(c)(1),
1123(a)(5)(B) and 1129(a)(1) of the Bankruptcy Code, and the adjudication of the
objections of certain Asbestos Insurance Companies to such assignment and
preemption, are and shall be exclusively the subject of the Order Granting Joint
Motion Seeking Determination of Asbestos Insurance Assignment and Preemption
Issues Pursuant to Plan (the "Preemption Order"), which has been entered by this
Court or may be entered hereafter. The terms and conditions of this Confirmation
Order are separate and independent from, and are mutually independent of, the
terms and conditions of the Preemption Order. Notwithstanding the foregoing
determinations, the Effective Date of the Plan may occur regardless of whether
the Preemption Order shall have become a Final Order.
3. Assumption of Liability for Asbestos Personal Injury
Claims by the Trust.
Subject to the terms and conditions of Article IV of the Plan,
and as set forth in Article IV of the Plan, on the Effective Date, upon creation
of the Trust, the Trust, in consideration of the property transferred to the
Trust, and in furtherance of the purposes of the Trust and the Plan, shall
assume any and all Asbestos Personal Injury Claims, and each of the Debtors, the
Reorganized Debtors, and the Released Parties shall have no further financial or
other obligation, responsibility or liability therefor whatsoever.
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4. Appointment of Trustees.
The appointment of Edward D. Robertson, Jr., Stephen M.
Snyder and Kirk Watson as the initial Trustees of the Trust is approved.
Effective on the Effective Date, the initial Trustees shall serve as Trustees of
the Trust in accordance with the terms of the Trust Agreement. Each of the
Trustees is deemed to be a "party in interest" in the Debtors' Reorganization
Cases within the meaning of Section 1109(b) of the Bankruptcy Code.
5. Appointment of TAC Members.
The appointment of Russell W. Budd, Steven Kazan, Joseph
F. Rice and Perry Weitz as the initial members of the TAC be, and hereby is,
approved. Effective on the Effective Date, the initial members of the TAC shall
serve as members of the TAC in accordance with the terms of the Trust Agreement.
6. Appointment of Future Claimants Representative.
The appointment of Eric D. Green as the initial Future
Claimants Representative under the Trust Agreement is approved. Effective on the
Effective Date, Eric D. Green shall serve as the Future Claimants Representative
in accordance with the terms of the Trust Agreement.
7. Indemnity Obligations of the Trust. The Trust shall
be bound by the indemnity obligations set forth in the Plan and the Trust
Documents, including, without limitation, those indemnity obligations set forth
in Section 4.14 of the Plan.
G. EXEMPTIONS FROM TAXATION.
Pursuant to section 1146 of the Bankruptcy Code, (i) any
transfers in the United States from a Debtor to a Reorganized Debtor or any
other Person or entity pursuant to or in connection with the Plan or any of the
Plan Documents, shall not be subject to any document recording tax, stamp tax,
conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate
transfer tax, mortgage recording tax, franchise tax or other similar tax or
governmental assessment, and (ii) the appropriate state or local governmental
officials or agents are hereby directed to forego the collection of any such tax
or governmental assessment and to accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or
governmental assessment.
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H. EXEMPTIONS FROM SECURITIES LAWS.
The issuance and distribution of any and all of (i) the
Reorganized Federal-Mogul Common Stock, (ii) the Warrants, (iii) the Reorganized
Federal-Mogul Junior Secured PIK Notes, and (iv) any other stock, options,
warrants, conversion rights, rights of first refusal or other related rights,
contractual, equitable or otherwise, issued, authorized or reserved under or in
connection with the Plan, shall be, and shall be deemed to be, exempt from
registration under any applicable federal or state securities law to the fullest
extent permissible under applicable non-bankruptcy law and under bankruptcy law,
including, without limitation, section 1145 of the Bankruptcy Code.
I. DISTRIBUTION RECORD DATE.
The Record Date for purposes of determining the holders
of Allowed Claims and Equity Interests that are entitled to distributions that
are required to be made under the Plan on the Effective Date or as otherwise
provided under the Plan shall be the date this Confirmation Order is entered on
the docket in the Reorganization Cases by the clerk of the Bankruptcy Court.
Except as and to the extent otherwise required by customary procedures of the
Depository Trust Company with respect to debt security claims or Equity
Interests, as of the close of business on the Record Date, the various transfer
and claims registers for each of the classes of Claims or Equity Interests as
maintained by the Debtors, their agents or the Indenture Trustees shall be
deemed closed, and there shall be no further changes in the record holders of
any of the Claims or Equity Interests. The Debtors and the Reorganized Debtors
shall have no obligation to recognize any transfer of the Claims or Equity
Interests occurring after the close of business on the Record Date. Each of the
Debtors, Reorganized Debtors and the Indenture Trustees shall be entitled to
recognize and deal under the Plan only with those record holders stated on the
transfer ledgers as of the close of business on the Record Date, to the extent
applicable. Notwithstanding anything to the contrary set forth in the Plan or in
this Confirmation Order, the Debtors, the Reorganized Debtors and/or the
Disbursing Agent may take such other and additional steps as they may deem
appropriate to effectuate distributions to holders of Class 1F Claims.
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J. SECURITY FOR OBLIGATIONS UNDER REORGANIZED FEDERAL-MOGUL SECURED
TERM LOAN AGREEMENT AND REORGANIZED FEDERAL-MOGUL JUNIOR SECURED PIK
NOTES.
The applicable Reorganized Debtors are authorized to grant all
liens and security interests necessary to secure (i) the obligations under the
Reorganized Federal-Mogul Secured Term Loan Agreement, and (ii) the Reorganized
Federal-Mogul Junior Secured PIK Notes, in accordance with the terms of the
Reorganized Federal-Mogul Secured Term Loan Agreement, the Indenture for the
Reorganized Federal-Mogul Junior Secured PIK Notes, and any applicable documents
ancillary thereto (it being understood that the liens and security interests
granted to secure the obligations under each of (i) the Reorganized
Federal-Mogul Secured Term Loan Agreement, (ii) the Reorganized Federal-Mogul
Junior Secured PIK Notes, and (iii) the Exit Facilities, shall be separate and
distinct from one another).
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K. DELIVERY OF DOCUMENTS.
Pursuant to Section 1142 of the Bankruptcy Code, all entities
holding Claims against or Equity Interests in the Debtors or collateral pledged
as security for any Claims against the Debtors that are treated under the Plan
shall be, and they hereby are, directed to execute, deliver, file or record any
document, and to take any action necessary, including, without limitation,
cancelling, releasing, and discharging any liens arising under the Security
Documents (as defined in the Bank Credit Agreement) to implement, consummate and
otherwise effect the Plan and the Plan Documents in accordance with their
respective terms, and all such entities shall be bound by the terms and
provisions of all documents executed and delivered by them in connection with
the Plan and the Plan Documents. The Security Documents shall be deemed
cancelled in connection with the treatment of the underlying Claims in
accordance with the Plan.
L. TRANSACTIONS IMPLEMENTED BY THE PLAN
1. Exercise of Purchase Options for Assets of Certain
Debtors
a. In accordance with Section 8.16.1 of the Plan, as
part of the implementation of the Plan, Federal-Mogul Goryzce, S.A. ("Goryzce"),
a non-Debtor Affiliate, shall, and is authorized to, exercise that certain
purchase option for certain assets of Federal-Mogul Bradford Limited
("Bradford"), which purchase option is set forth in the Purchase Agreement dated
as of December 17, 2003 by and between, inter alia, Gorzyce and Bradford.
Pursuant to Section 524(g)(3)(A)(ii) of the Bankruptcy Code, Gorzyce shall have
no liability with respect to any Asbestos Personal Injury Claim or Demand that
may be made against it by reason of its status as the transferee of and/or
successor to the assets of Bradford.
b. In accordance with Section 8.16.2 of the Plan, as
part of the implementation of the Plan, Federal-Mogul Sealing Systems (Pty)
Limited ("FMSS-South Africa"), a non-Debtor Affiliate, shall, and is authorized
to, exercise that certain purchase option for certain assets of Federal-Mogul
Sealing Systems (Rochdale) Limited ("Rochdale"), which purchase option is set
forth in the Purchase Agreement dated as of August 4, 2006 by and between, inter
alia, FMSS-South Africa and Rochdale. Pursuant to Section 524(g)(3)(A)(ii) of
the Bankruptcy Code, FMSS-South Africa shall have no liability with respect to
any Asbestos Personal Injury Claim or Demand that may be made against it by
reason of its status as the transferee of and/or successor to the assets of
FMSS-South Africa.
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2. Implementation of Certain Settlement Agreements
The Debtors and other relevant parties in interest are
hereby authorized to implement, on the terms and conditions set forth in the
Plan and in the relevant settlement agreements and related documents, certain
settlement agreements, including, without limitation, (i) the Environmental
Settlement Agreements (as set forth in Section 8.21 of the Plan), (ii) the
Owens-Illinois Settlement (as set forth in Section 8.25 of the Plan), (iii) that
Settlement with certain holders of Asbestos Property Damage Claims (as set forth
in Section 8.26 of the Plan), (iv) that Settlement Agreement by and between,
inter alia, Federal-Mogul, FMP, MagneTek, Inc., the Asbestos Claimants
Committee, and the Future Claimants Representative (as set forth in Section 8.27
of the Plan), and (v) the CIP Agreement (as set forth in Section 8.29 of the
Plan).
3. Implementation of the Plan B Settlement
a. The Plan B Settlement, the Plan B Settlement
Agreement, and the compromise and settlement evidenced thereby, including the
releases set forth in Article III of the Plan B Settlement Agreement, are
authorized and approved, subject to, and in accordance with, the terms and
conditions thereof, pursuant to Fed. R. Bankr. P. 9019, and all parties to the
Plan B Settlement Agreement are bound by the terms thereof, including Section
4.08. The Debtors and any other applicable parties are hereby authorized and
directed to take any and all actions necessary or appropriate to implement,
effectuate and consummate the Plan B Settlement and the transactions
contemplated thereby, including, without limitation, each of the transactions
and agreements contemplated by or referenced in the Plan B Settlement Agreement,
without further notice, application or order of the Bankruptcy Court, subject in
each case to the terms and conditions of the Plan and the Plan B Settlement
Agreement.
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b. Without limiting the foregoing, the Trust or
Reorganized Federal-Mogul, in accordance with the provisions of Section 8.22.4
of the Plan, are each authorized to and shall, subject to, and in accordance
with, the terms and conditions of Section 8.22.4 of the Plan and Sections 4.08,
4.09 and 4.10 of the Plan B Settlement Agreement, pay the Plan B Settlement
Amount or create and fund the Cooper/Pneumo Escrow Account with $140 million in
Cash or Cash equivalents, as applicable; provided, however, that notwithstanding
anything to the contrary contained in the Plan, the Plan Documents, or this
Confirmation Order, in accordance with, and subject to the terms and conditions
of, the Plan B Settlement Agreement, Articles II and III of the Plan B
Settlement Agreement (including, without limitation, the releases set forth in
Article III thereof) and the parties' respective obligations thereunder shall
only become effective in accordance with Section 5.01 of the Plan B Settlement
Agreement (and shall thereafter remain effective unless the Plan B Settlement
Agreement is terminated in accordance with Article VII thereof).
c. The Plan B Settlement is and shall be deemed to be a
separate, independent, distinct and alternative settlement from, and is and
shall be deemed to be mutually exclusive of, the Plan A Settlement set forth in
the Addendum. Without limiting the foregoing determination, if Articles II and
III of the Plan B Settlement Agreement become effective pursuant to Section 5.01
of the Plan B Settlement Agreement, then the Plan B Settlement shall be
effectuated in accordance with the terms and conditions of the Plan B Settlement
Agreement regardless of whether (i) the Plan A Settlement has been or may be
approved by this Court, the District Court or any other court of competent
jurisdiction, or (ii) either the Plan A Effective Date or the Interim Plan A
Effective Date has occurred. In the event that the Plan A Approval Order is
entered by this Court, such order shall be issued in connection with the
Confirmation Order under Section 524(g)(1)(A) of the Bankruptcy Code.
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M. ISSUANCE OF NEW INSTRUMENTS
All instruments to be issued under the Plan (including,
without limitation, the Reorganized Federal-Mogul Common Stock, the Warrants,
and the Reorganized Federal-Mogul Junior Secured PIK Notes) shall upon issuance
be duly authorized and validly issued, fully paid, and non-assessable, and any
conditions precedent to issuance shall be deemed satisfied.
V. RELEASES AND EXCULPATION PROVISIONS.
Each of the release and exculpation provisions set forth
in the Plan (including, without limitation, Sections 9.2, and 9.6 of the Plan)
is hereby approved in all respects, is incorporated herein in its entirety, is
so ordered and shall be immediately effective on the Effective Date of the Plan
without further action or notice by the Bankruptcy Court, any of the parties to
such releases or any other party.
VI. DISCHARGE, INJUNCTIONS AND RELATED MATTERS.
A. DISCHARGE OF CLAIMS.
1. As of the Effective Date, except as provided in the
Plan (including, without limitation, Article IV of the Plan) or in this
Confirmation Order, the distributions and rights afforded under the Plan and the
treatment of Claims and Equity Interests under the Plan shall be in exchange
for, and in complete discharge of, all Claims and satisfaction and termination
of all Equity Interests, including any interest accrued on Claims from and after
the Petition Date. Accordingly, except as otherwise provided in the Plan
(including, without limitation, Article IV of the Plan) or in this Confirmation
Order, Confirmation of the Plan shall, as of the Effective Date, (i) discharge
the Debtors from all Claims or other debts that arose before the Effective Date,
and all debts of the kind specified in Sections 502(g) or 502(i) of the
Bankruptcy Code, whether or not (x) a proof of claim based on such debt is filed
or deemed filed pursuant to Section 501 of the Bankruptcy Code, (y) a Claim
based on such debt is Allowed pursuant to Section 502 of the Bankruptcy Code (or
is otherwise resolved), or (z) the holder of a Claim based on such debt has
accepted the Plan; and (ii) satisfy, terminate or cancel all Equity Interests
and other rights of equity security holders in the Debtors except as otherwise
provided in the Plan.
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2. In addition to the foregoing provisions of this
Section VI.A of this Confirmation Order, except as provided in the Plan
(including, without limitation, the exceptions provided in (i) Section 4.5 of
the Plan and (ii) Section 9.3.2(b)(v) of the Plan concerning Non-Debtor
Affiliates), the transfer to, vesting in and assumption by the Trust of the
Trust Assets as contemplated by the Plan shall, as of the Effective Date,
discharge all obligations and liabilities of and bar recovery or any action
against the Released Parties and their respective estates, Affiliates and
subsidiaries, for or in respect of all Asbestos Personal Injury Claims and
Demands, including, but not limited to, all Indirect Asbestos Personal Injury
Claims and Demands against the Debtors, the Reorganized Debtors, and their
respective Estates, Affiliates and subsidiaries. Except as provided in Sections
8.22.3.2 and 4.5 of the Plan, the Trust shall as of the Effective Date assume
sole and exclusive responsibility and liability for all Asbestos Personal Injury
Claims, including, but not limited to, Indirect Asbestos Personal Injury Claims,
against the Debtors, the Reorganized Debtors, and their respective Estates,
Affiliates and subsidiaries and, also except as provided in Section 4.5 of the
Plan, such Claims shall be paid by the Trust from the Trust Assets or as
otherwise directed in the Trust Documents. The Trust shall indemnify and hold
the Reorganized Debtors and their non-Debtor Affiliates harmless from and
against any and all Asbestos Personal Injury Claims, as well as all associated
costs and expenses, to the extent set forth in Section 4.14 of the Plan.
Additionally, notwithstanding the foregoing and anything to the contrary in the
Plan or the Trust Documents, each Reorganized Hercules-Protected Entity shall
also be conclusively deemed to have suffered a loss (y) in the amount of any and
all unreimbursed fees, costs and expenses incurred by such Reorganized
Hercules-Protected Entity on and after the Effective Date in defending against
Asbestos Personal Injury Claims and (z) in the amount of any unreimbursed fees,
costs, expenses, indemnity payments, reimbursement amounts, additional premiums
or other amounts paid by such Hercules-Protected Entity on and after the
Effective Date related to the Hercules Policy or the EL Asbestos Insurance. The
Trust shall indemnify the applicable indemnitee(s) in respect of any such losses
in full (without regard to any limitation in Section 4.14 of the Plan).
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B. DISCHARGE INJUNCTION
1. Except as provided in the Plan or in this
Confirmation Order, as of the Effective Date, all Persons that hold, have held,
or may hold a Claim, Demand or other debt or liability that is discharged, or an
Equity Interest or other right of an equity security holder that is terminated
pursuant to the terms of the Plan, are permanently enjoined from taking any of
the following actions on account of, or on the basis of, such discharged Claims,
debts or liabilities, or terminated Equity Interests or rights: (i) commencing
or continuing any action or other proceeding against the Debtors, the
Reorganized Debtors, the Trust or their respective property; (ii) enforcing,
attaching, collecting or recovering any judgment, award, decree or order against
the Debtors, the Reorganized Debtors, the Trust or their respective property;
(iii) creating, perfecting or enforcing any lien or encumbrance against the
Debtors, the Reorganized Debtors, the Trust or their respective property; (iv)
asserting any setoff, right of subrogation or recoupment of any kind against any
debt, liability or obligation due the Debtors, the Reorganized Debtors, the
Trust or their respective property; and (v) commencing or continuing any
judicial or administrative proceeding, in any forum, that does not comply with
or is inconsistent with the provisions of the Plan.
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2. Except as provided in the Plan or this Confirmation
Order, as of the Effective Date all Persons that hold, have held, or may hold a
Claim, Demand, or other debt, right, cause of action or liability that is
released pursuant to the provisions of the Plan are permanently enjoined from
taking any of the following actions on account of or based upon such released
Claims, Demands, debts, rights, causes of action or liabilities: (i) commencing
or continuing any action or other proceeding against the Released Parties or
their respective property; (ii) enforcing, attaching, collecting or recovering
any judgment, award, decree or order against the Released Parties or their
respective property; (iii) creating, perfecting or enforcing any lien or
encumbrance against the Released Parties or their respective property; (iv)
asserting any setoff, right of subrogation or recoupment of any kind against any
debt, liability or obligation due the Released Parties or against their
respective property; and (v) commencing or continuing any judicial or
administrative proceeding, in any forum, that does not comply with or is
inconsistent with the provisions of the Plan; provided, however, that such
injunction shall not apply to any Person that elected not to grant a release in
favor of the Released Parties by checking the appropriate box on their ballot
for voting on the Plan.
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C. SUPPLEMENTAL INJUNCTION, THIRD PARTY INJUNCTION, AND
ASBESTOS INSURANCE ENTITY INJUNCTION
In addition to conduct otherwise enjoined under the
Bankruptcy Code, and in order to supplement the injunctive effect of the
Discharge Injunction contained in the Plan, the Plan provides for the following
injunctions, as set forth in Sections 9.3.1, 9.3.2, and 9.3.3 of the Plan, which
are hereby approved and authorized in all respects and which shall take effect
as of the Effective Date:
1. Supplemental Injunction
a. Terms. In order to preserve and promote the
settlements contemplated by and provided for in the Plan, and
to supplement, where necessary, the injunctive effect of the
discharge as provided in Sections 1141 and 524 of the
Bankruptcy Code and as described in Article IX of the Plan,
except as otherwise provided in the Plan, all Entities which
have held or asserted, which hold or assert or which may hold
or assert any claim, demand or cause of action (other than a
Demand) against the Released Parties (or any of them) based
upon, attributable to, or arising out of any Claim against or
Equity Interest in any of the Debtors, whenever and wherever
arising or asserted, whether in the U.S., the U.K. or anywhere
else in the world, whether sounding in tort, contract,
warranty or any other theory of law, equity or admiralty,
shall be permanently stayed, restrained and enjoined from
taking any action against the Released Parties for the purpose
of directly or indirectly collecting, recovering or receiving
payments or recovery with respect to any such claim, demand or
cause of action arising prior to the Confirmation Date,
including, but not limited to:
(i) commencing or continuing in any manner any action or
other proceeding of any kind with respect to any such claim, demand or cause of
action against any of the Released Parties, or against the property of any
Released Party;
(ii) enforcing, attaching, collecting or recovering, by
any manner or means, any judgment, award, decree or order against any of the
Released Parties or against the property of any Released Party with respect to
any such claim, demand or cause of action;
(iii) creating, perfecting or enforcing any Lien of any
kind against any Released Party or the property of any Released Party with
respect to any such claim, demand or cause of action;
(iv) except as otherwise provided in the Plan,
asserting, implementing or effectuating any setoff, right of subrogation,
indemnity, contribution or recoupment of any kind against any obligation due any
Released Party or against the property of any Released Party with respect to any
such claim, demand or cause of action; and
24
(v) taking any act, in any manner, in any place
whatsoever, that does not conform to, or comply with, the provisions of the Plan
or the Plan Documents relating to such claim, demand or cause of action.
b. Bankruptcy Rule 3016 Compliance. The Plan Proponents'
compliance with the formal requirements of Bankruptcy Rule 3016(c) shall not
constitute an admission that the Plan provides for an injunction against conduct
not otherwise enjoined under the Bankruptcy Code.
2. Third Party Injunction
a. Terms. In order to preserve and promote the
settlements contemplated by and provided for in the Plan and agreements
previously or concurrently approved by the Bankruptcy Court, and pursuant to the
exercise of the equitable jurisdiction and power of the Bankruptcy Court under
Section 524(g) of the Bankruptcy Code, all Entities which have held or asserted,
which hold or assert or which may in the future hold or assert any claim, demand
or cause of action (including, but not limited to, any Asbestos Personal Injury
Claim or Demand, or any claim or demand for or respecting any Trust Expense)
against the Protected Parties (or any of them) based upon, attributable to, or
arising out of any Asbestos Personal Injury Claim or Demand, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or anywhere else in
the world, whether sounding in tort, contract, warranty or any other theory of
law, equity or admiralty (a "Third Party Claim"), shall be permanently stayed,
restrained and enjoined, from taking any action for the purpose of directly or
indirectly collecting, recovering or receiving payments or recovery with respect
to any such Third Party Claim, including, but not limited to:
(i) commencing or continuing in any manner any action or
other proceeding of any kind with respect to any such Third Party Claim against
any Protected Party or against the property of any Protected Party with respect
to any such Third Party Claim;
(ii) enforcing, attaching, collecting or recovering, by
any manner or means, any judgment, award, decree or order against any Protected
Party or against the property of any Protected Party with respect to any such
Third Party Claim;
(iii) creating, perfecting or enforcing any Lien of any
kind against any Protected Party or the property of any Protected Party on the
basis of such Third Party Claim;
(iv) commencing any action or other proceeding of any
kind or enforcing, attaching, collecting or recovering, by any manner or means,
any judgment, award, decree or order, with respect to a Third Party Claim
against a Protected Party that pursuant to the Plan or after the Effective Date
makes a loan to any of the Released Parties, or challenging, upsetting or
impairing any Lien granted in connection with such loan by reason of any such
Third Party Claim;
25
(v) except as otherwise provided in the Plan, asserting,
implementing or effectuating any setoff, right of subrogation or contribution or
recoupment of any kind against any obligation due any Protected Party or against
the property of any Protected Party with respect to any such Third Party Claim;
and
(vi) taking any act relating to such Third Party Claim
in any manner, and in any place whatsoever, that does not conform to, or comply
with, the provisions of the Plan, the Plan Documents or the Trust Documents.
b. Reservations. Notwithstanding anything to the
contrary in the foregoing provisions of this paragraph VI.C.2 or in Section
9.3.2(a) of the Plan, the Third Party Injunction shall not impair
(i) the rights of holders of Asbestos Personal Injury
Claims to assert such Asbestos Personal Injury Claims or Trust Claims solely
against the Trust or the Trust Assets in accordance with the Asbestos Personal
Injury Trust Distribution Procedures;
(ii) the rights of the Trust or the U.K. Asbestos
Trustee on behalf of holders of Asbestos Personal Injury Claims to assert such
Asbestos Personal Injury Claims solely against Hercules-Protected Entities in
accordance with Article IV of the Plan;
(iii) the rights of Entities to assert any Claim, debt,
obligation or liability for payment of Trust Expenses solely against the Trust
or the Trust Assets;
(iv) the rights of the Trust or the Reorganized Debtors
to prosecute any Asbestos Insurance Action or any similar claim, cause of action
or right of Reorganized T&N against Curzon or of the Trust against the EL
Insurers;
(v) the rights of any Entity to assert an Asbestos
Personal Injury Claim against a non-Debtor Affiliate where such Claim is based
upon exposure to asbestos or asbestos-containing products resulting solely from
the acts, conduct or omissions of such non-Debtor Affiliate;
(vi) the rights of Entities to pursue or assert any
claim, demand, or cause of action based upon, attributable to, or arising out of
any Pneumo Protected Asbestos Claims against any insurer under a Pneumo Asbestos
Insurance Policy; or
(vii) the rights of any of the Pneumo Parties to enforce
the provisions of the Plan and the Plan Documents.
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c. If a non-Settling Asbestos Insurance Company asserts
that it has rights of contribution, indemnity, reimbursement, subrogation or
other similar claims (collectively, "Contribution Claims") against a Settling
Asbestos Insurance Company, (i) such Contribution Claims may be asserted as a
defense or counterclaim against the Trust or the Reorganized Debtors (as
applicable) in any Asbestos Insurance Action involving such non-Settling
Asbestos Insurance Company, and the Trust or the Reorganized Debtors (as
applicable) may assert the legal or equitable rights, if any, of the Settling
Asbestos Insurance Company, and (ii) to the extent such Contribution Claims are
determined to be valid, the liability (if any) of such non-Settling Asbestos
Insurance Company to the Trust or the Reorganized Debtors (as applicable) shall
be reduced by the amount of such Contribution Claims.
d. Protected Parties. For purposes of the Third Party
Injunction, the Protected Parties shall consist of all of the following:
i. the Debtors, their non-Debtor Affiliates (excluding,
however, any person or Entity that may qualify as an Affiliate, but that is not
commonly owned or controlled by the Debtors), the Affiliated Subsidiaries,
Reorganized Federal-Mogul and the other Reorganized Debtors and all of their
respective past and present officers, directors and employees;
ii. the Noteholders, the holders of Bank Claims, and the
Sureties, together with their respective successors, past and present officers,
directors and employees, in each case limited to such party's capacity set forth
in this subsection;
iii. any Entity which, pursuant to the Plan or after the
Effective Date, becomes a direct or indirect transferee of, or successor to, any
assets of the Debtors, Reorganized Federal-Mogul or the Trust, but only to the
extent that a claim or liability is asserted against such Entity on account of
its status as such transferee or successor;
iv. any Entity that, pursuant to the Plan or after the
Effective Date, makes a loan to the Debtors, Reorganized Federal-Mogul, or the
Trust, or to a successor to, or transferee of, any assets of the Debtors,
Reorganized Federal-Mogul, or the Trust, but only to the extent that liability
is asserted to exist by reason of such lending relationship or to the extent any
Lien created in connection with such a loan is sought to be challenged or
impaired;
v. each Settling Asbestos Insurance Company and each
contributor of funds, proceeds or other consideration to the Trust; provided,
however, that in the event a Settling Asbestos Insurance Company enters into any
Asbestos Insurance Settlement Agreement(s) that cover less than all Asbestos
Insurance Policies applicable to such Settling Asbestos Insurance Company, such
Settling Asbestos Insurance Company shall be a Protected Party only with respect
to those Asbestos Insurance Policies as to which it has entered into an Asbestos
Insurance Settlement Agreement or Agreements; and
27
vi. the Dan=Loc Group and their respective successors,
including, but not limited to, The Flexitallic Group, Inc. and its subsidiaries
and affiliates and respective successors.
3. Asbestos Insurance Entity Injunction
a. Purpose. In order to protect the Trust and to
preserve the Trust Assets, pursuant to the equitable jurisdiction and power of
the Bankruptcy Court under Section 105(a) of the Bankruptcy Code, the Asbestos
Insurance Entity Injunction is issued pursuant to the Plan.
b. Terms. Subject to the provisions of 9.3.3.(a) of the
Plan, all Entities (excluding, however, the Trust, the Asbestos Insurance
Companies and the Reorganized Debtors to the extent they are permitted or
required to pursue claims relating to the Hercules Policy, any EL Policy, any
Asbestos Insurance Actions and/or the Asbestos Insurance Action Recoveries) that
have held or asserted, that hold or assert, or that may in the future hold or
assert any claim, demand or cause of action (including any Asbestos Personal
Injury Claim or Demand or any claim or demand for or respecting any Trust
Expense) against any Asbestos Insurance Company based upon, attributable to,
arising out of, or in any way connected with any Asbestos Personal Injury Claim
or Demand, whenever and wherever arising or asserted, whether in the U.S., the
U.K. or anywhere else in the world, whether sounding in tort, contract,
warranty, or any other theory of law, equity, or admiralty, shall be stayed,
restrained, and enjoined from taking any action for the purpose of directly or
indirectly collecting, recovering, or receiving payments, satisfaction, or
recovery with respect to any such claim, demand, or cause of action including,
without limitation:
(i) commencing, conducting, or continuing, in any
manner, directly or indirectly, any suit, action, or other proceeding of any
kind (including a judicial, arbitration, administrative, or other proceeding) in
any forum with respect to any such claim, demand, or cause of action against any
Asbestos Insurance Company, or against the property of any Asbestos Insurance
Company, with respect to any such claim, demand, or cause of action;
(ii) enforcing, levying, attaching, collecting, or
otherwise recovering, by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any Asbestos
Insurance Company, or against the property of any Asbestos Insurance Company,
with respect to any such claim, demand, or cause of action;
(iii) creating, perfecting, or enforcing in any manner,
directly or indirectly, any encumbrance against any Asbestos Insurance Company,
or the property of any Asbestos Insurance Company, with respect to any such
claim, demand, or cause of action; and
28
(iv) except as otherwise specifically provided in the
Plan, asserting or accomplishing any setoff, right of subrogation, indemnity,
contribution, or recoupment of any kind, directly or indirectly, against any
obligation of any Asbestos Insurance Company, or against the property of any
Asbestos Insurance Company, with respect to any such claim, demand or cause of
action;
provided, however, that (a) the Asbestos Insurance Entity Injunction shall not
impair in any way any actions brought by the Trust and/or the Reorganized
Debtors against any Asbestos Insurance Company; (b) the Trust shall have the
sole and exclusive authority at any time to file a motion, upon express notice
to each affected Asbestos Insurance Company, asking the District Court to
terminate, or reduce or limit the scope of, the Asbestos Insurance Entity
Injunction with respect to any Asbestos Insurance Company (subject to the
proviso that each affected Asbestos Insurance Company shall retain all rights
and defenses with respect to Claims asserted against it as a result of any such
termination, reduction, or limitation of the Asbestos Insurance Entity
Injunction); and (c) the Asbestos Insurance Entity Injunction is not issued for
the benefit of any Asbestos Insurance Company, and no Asbestos Insurance Company
is a third-party beneficiary of the Asbestos Insurance Entity Injunction.
c. Reservations. Notwithstanding anything to the
contrary in the foregoing provisions of this paragraph VI.C.3, this Asbestos
Insurance Entity Injunction shall not enjoin:
(i) the rights of Entities to the treatment accorded
them under the Plan, as applicable, including the rights of holders of Asbestos
Personal Injury Claims to assert such Claims, as applicable, in accordance with
the Asbestos Personal Injury Trust Distribution Procedures;
(ii) the rights of Entities to assert any claim, debt,
obligation, cause of action or liability for payment of Trust Expenses against
the Trust;
(iii) the rights of the Trust, and the Reorganized
Debtors (to the extent permitted or required under the Plan) to prosecute any
action based on or arising from the Asbestos Insurance Policies;
(iv) the rights of the Trust, and the Reorganized
Debtors to assert any claim, debt, obligation, cause of action or liability for
payment against an Asbestos Insurance Company based on or arising from the
Asbestos Insurance Policies;
(v) the rights of any Asbestos Insurance Company to
assert any claim, debt, obligation, cause of action or liability for payment
against any other Asbestos Insurance Company that is not a Settling Asbestos
Insurance Company; and
(vi) the rights of Entities to pursue or assert any
claim, demand, or cause of action based upon, attributable to, or arising out of
any Pneumo Asbestos Claims against any insurer under a Pneumo Asbestos Insurance
Policy.
29
VII. ISSUES RELATED TO PLAN AND OBJECTIONS TO
CONFIRMATION.
A. RESOLUTION OF CERTAIN OBJECTIONS TO CONFIRMATION
Based upon the record of these Reorganization Cases, the
Bankruptcy Court hereby determines that all of the objections to Confirmation,
whether informal or filed (the "Objections"), to the extent not satisfied by the
Modifications or by separate agreement, have been consensually resolved or
otherwise voluntarily withdrawn, provided, however, that as set forth in
Sections IV.F.2 and VII.A.4 hereof, the objections of certain Asbestos Insurance
Companies with respect to the transfer of the Asbestos Insurance Action
Recoveries, Asbestos Insurance Actions, and the Asbestos In-Place Insurance
Coverage to the Trust pursuant to the Plan and the preemption of any
anti-assignment provisions of the Asbestos Insurance Policies and any other
applicable non-bankruptcy law pursuant to the Bankruptcy Code are and shall be
exclusively the subject of the separate and independent Preemption Order. The
compromises and settlements contemplated by each such resolution to an Objection
are fair, equitable and reasonable, are in the best interests of the Debtors and
their respective Estates and creditors and are hereby expressly approved
pursuant to Bankruptcy Rule 9019. The consensual resolution of certain of the
foregoing objections is on the terms and subject to the conditions set forth
below.
1. PepsiAmericas, Inc.
For the reasons set forth in, and subject to the terms
of, that certain Order Approving Stipulation By and Among (I) Plan Proponents,
(II) Cooper Parties, (III) PCT/Pneumo Parties, (IV) PepsiAmericas, Inc., and (V)
Stipulating Pneumo Abex Insurers and Clarifying Effect of Plan B Settlement
Agreement and Withdrawal of Objections Thereto (the "Pepsi Stipulation Approval
Order"), which was entered by the Court on October 11, 2007 (D.I. 582593568),
PepsiAmericas, Inc. has withdrawn with prejudice, and shall be deemed to have
withdrawn with prejudice, its objections to Confirmation of the Plan and/or
approval of the Plan B Settlement (without prejudice to its pending objection to
the Addendum and the Plan A Settlement), subject only to the entry of the Pepsi
Stipulation Approval Order by this Court.
30
2. Owens-Illinois, Inc.
For the reasons set forth in, and subject to the terms
of, that certain Order Approving Stipulation By and Among Plan Proponents and
Owens-Illinois, Inc., which was entered by the Court on October 25, 2007 (D.I.
13560), Owens-Illinois, Inc. has withdrawn with prejudice, and shall be deemed
to have withdrawn with prejudice, its objections to Confirmation of the Plan.
3. Rothschild Inc. For the reasons set forth in, and
subject to the terms of, that certain Order Approving Stipulation By and Among
Plan Proponents and Rothschild Inc., which was entered by the Court on October
12, 2007 (D.I. 13486), and based on the understanding of the parties thereto as
set forth in the October 30, 2007 Modifications to the Plan, Rothschild Inc. has
withdrawn with prejudice, and shall be deemed to have withdrawn with prejudice,
its objections to Confirmation of the Plan and/or approval of the Plan B
Settlement.
4. Objecting Insurers Regarding Assignment and
Preemption Issue
Consistent with the terms of the Preemption Order, and
as set forth in Section IV.F.2 above, this Confirmation Order does not
constitute or contain a ruling on the Plan Assignment Objections or the
Assignment and Preemption Issue (as each such term is defined in the Preemption
Order). Without limiting the foregoing, and based upon that certain Stipulation
and Order Regarding Remaining London Market Objections to the Plan by and among
the London Market Insurers and the Plan Proponents (the "LMI Stipulation"), the
Bankruptcy Court hereby determines that (i) this Confirmation Order is not
approving the assignment of Insurance Rights (as defined in the LMI Stipulation)
set forth in the Plan or determining the Preemption Issues (as defined in the
LMI Stipulation), (ii) the Preemption Order has been, or will be, entered
separately from this Confirmation Order, and (iii) the Preemption Order will be
a final and appealable order with respect to the Preemption Issues (as defined
in the LMI Stipulation).
31
VIII. RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT
AND THE DISTRICT COURT.
Pursuant to sections 105(a) and 1142 of the Bankruptcy
Code, and notwithstanding entry of this Confirmation Order and occurrence of the
Effective Date, the District Court, together with the Bankruptcy Court to the
extent of any reference made to it by the District Court, shall, and shall be
deemed to, retain exclusive jurisdiction, to the fullest extent permissible,
over any and all matters arising out of, under or related to, the Reorganization
Cases, this Confirmation Order or the Plan, including any and all of the matters
specified in Section 11.3 of the Plan. The resolution of Asbestos Personal
Injury Claims and the forum in which such resolution will be determined shall be
governed exclusively by and in accordance with the Asbestos Personal Injury
Trust Distribution Procedures and the Trust Agreement.
IX. NOTICE OF ENTRY OF CONFIRMATION ORDER.
A. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c),
the Reorganized Debtors are authorized and directed to serve, within 10 days
after the occurrence of the Effective Date, a notice of the entry of this
Confirmation Order, which shall include notice of the bar dates established by
the Plan and this Confirmation Order, notice of the issuance of the Supplemental
Injunction, the Third Party Injunction, and the Asbestos Insurance Entity
Injunction, and notice of the Effective Date, substantially in the form of
Exhibit B attached hereto and incorporated herein by reference (the
"Confirmation Notice"), on all parties that received notice of the Confirmation
Hearing, including, without limitation, the various counsel to holders of
Asbestos Personal Injury Claims; provided, however, that the Reorganized Debtors
are authorized and directed to serve the Confirmation Notice directly on those
holders of Asbestos Personal Injury Claims that received Solicitation Packages
directly from the Debtors pursuant to the terms of the Solicitation Procedures
Order and/or the Supplemental Solicitation Procedures Order.
32
B. As soon as practicable after the entry of this
Confirmation Order, the Debtors shall make copies of this Confirmation Order and
the Confirmation Notice available on the Federal-Mogul Corporation website and
the Debtors' reorganization website (http://www.fmoplan.com).
C. No later than 20 Business Days after the Effective
Date, the Reorganized Debtors are directed to publish the version of the
Confirmation Notice attached hereto as Exhibit C once in the national editions
of The Wall Street Journal, The New York Times, USA Today, The Detroit Free
Press and the Daily Telegraph of London. The Debtors are authorized to pay all
fees associated with the publication program described in this paragraph to The
Garden City Group, Inc., as the Debtors' noticing agent, which will coordinate
publication of the Confirmation Notice for the Reorganized Debtors.
X. EFFECT OF REVERSAL.
If any or all provisions of this Confirmation Order are
reversed, modified, or vacated by subsequent order, such act shall not affect
the validity of acts or obligations taken or incurred under the Plan, Plan
Documents or this Confirmation Order prior to provision to the Plan Proponents
of notice of such reversal, modification, or vacation.
33
XI. REPORT AND RECOMMENDATION TO THE DISTRICT COURT.
To the extent required under 28 U.S.C. ss. 157(d), this
Court hereby reports to the District Court and recommends that the District
Court enter an order issuing and affirming this Confirmation Order, including,
without limitation, the Third Party Injunction set forth in the Plan and section
VI.B.2 of this Confirmation Order pursuant to section 524(g)(3) of the
Bankruptcy Code.
XII. NO JUST CAUSE FOR DELAY.
This Court determines that there is no just cause for
delay, and that this Confirmation Order shall take effect immediately upon
entry, notwithstanding anything to the contrary in Federal Rules of Bankruptcy
Procedure 3020(e) or 7062(a).
THIS ORDER IS HEREBY DECLARED TO BE IN RECORDABLE FORM AND
SHALL BE ACCEPTED BY ANY RECORDING OFFICER FOR FILING AND
RECORDING PURPOSES WITHOUT FURTHER OR ADDITIONAL ORDERS,
CERTIFICATIONS OR OTHER SUPPORTING DOCUMENTS.
Dated: November 8, 2007 /s/ Judith K. Fitzgerald
---------------- ------------------------------------------------
The Honorable Judith K. Fitzgerald
34
EXHIBIT A
---------
FOURTH AMENDED JOINT PLAN OF REORGANIZATION
FOR DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED)
EXHIBIT B - NOTICE
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
FEDERAL-MOGUL GLOBAL INC., ) Case No. 01-10578 (JKF)
T&N LIMITED, et al.,(1) ) (Jointly Administered)
)
)
Debtors.
)
NOTICE OF (A) ENTRY OF ORDER CONFIRMING FOURTH AMENDED JOINT PLAN OF
REORGANIZATION FOR DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED); (B)
EFFECTIVE DATE OF THE PLAN; (C) THE SUBSTANTIAL CONSUMMATION OF THE PLAN; AND
(D) BAR DATES FOR CERTAIN ADMINISTRATIVE CLAIMS AND PROFESSIONAL CLAIMS
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Confirmation of the Plan. Federal-Mogul Corporation and its affiliated
debtors and debtors-in-possession in the above-captioned cases (collectively
with Federal-Mogul Corporation, the "Debtors" and, as reorganized entities after
emergence, the "Reorganized Debtors") hereby give notice that, on ___________,
2007 (the "Confirmation Date"), the Honorable Judith K. Fitzgerald, United
States Bankruptcy Judge, entered an order (the "Confirmation Order") confirming
the Fourth Amended Joint Plan of Reorganization for Debtors and
Debtors-In-Possession (As Modified), dated as of February 7, 2007 (as modified
through the Confirmation Date, the "Plan"), and the Findings of Fact and
Conclusions of Law Regarding Confirmation of the Fourth Amended Joint Plan of
Reorganization for Debtors and Debtors-In-Possession (As Modified) (the
"Findings of Fact and Conclusions of Law"). On ___________, 2007, the United
States District Court for the District of Delaware entered an order affirming
the Confirmation Order and the Findings of Fact and Conclusions of Law. Unless
otherwise defined in this Notice, capitalized terms and phrases used herein have
the meanings set forth in the Plan.
2. Effective Date. Pursuant to the Confirmation Order, the Debtors hereby
certify and give notice that the Plan became effective in accordance with its
terms, and the Effective Date occurred, on ___________, 2007 (the "Effective
Date").
3. Substantial Consummation. The Debtors hereby give note that, pursuant to
section 1101(2) of the Bankruptcy Code, the Plan has been substantially
consummated.
(1) The U.S. Debtors (collectively, the "U.S. Debtors") are Carter Automotive
Company, Inc., Federal-Mogul Corporation, Federal-Mogul Dutch Holdings Inc.,
Federal-Mogul FX, Inc., Federal-Mogul Global Inc., Federal-Mogul Global
Properties, Inc., Federal-Mogul Ignition Company, Federal-Mogul Machine Tool,
Inc., Federal-Mogul Mystic, Inc., Federal-Mogul Piston Rings, Inc.,
Federal-Mogul Powertrain, Inc., Federal-Mogul Products, Inc., Federal-Mogul
Puerto Rico, Inc., Federal-Mogul U.K. Holdings, Inc., Federal-Mogul Venture
Corporation, Federal-Mogul World Wide, Inc., Felt Products Manufacturing Co., FM
International LLC, Ferodo America, Inc., Gasket Holdings Inc., J.W.J. Holdings,
Inc., McCord Sealing, Inc., and T&N Industries Inc.
The U.K. Debtors to which the Plan applies (collectively, the "U.K.
Debtors") are AE Piston Products Limited, Aeroplane & Motor Aluminium Castings
Limited, Ashburton Road Services Limited, Brake Linings Limited, Duron Limited,
Edmunds, Walker & Co. Limited, Federal-Mogul Aftermarket UK Limited,
Federal-Mogul Bradford Limited, Federal-Mogul Bridgwater Limited, Federal-Mogul
Camshaft Castings Limited, Federal-Mogul Camshafts Limited, Federal-Mogul
Engineering Limited, Federal-Mogul Eurofriction Limited, Federal-Mogul Friction
Products Limited, Federal-Mogul Global Growth Limited, Federal-Mogul Ignition
(U.K.) Limited, Federal-Mogul Powertrain Systems International Limited,
Federal-Mogul Sealing Systems (Cardiff) Limited, Federal-Mogul Sealing Systems
(Rochdale) Limited, Federal-Mogul Sealing Systems (Slough) Limited,
Federal-Mogul Sealing Systems Limited, Federal-Mogul Shoreham Limited, Federal
Mogul Sintered Products Limited, Federal-Mogul Systems Protection Group Limited,
Federal-Mogul Technology Limited, Federal Mogul U.K. Limited, Ferodo Caernarfon
Limited, Ferodo Limited, Fleetside Investments Limited, F-M UK Holding Limited,
Friction Materials Limited, Greet Limited, Halls Gaskets Limited, Hepworth &
Grandage Limited, J.W. Roberts Limited, Lanoth Limited, Newalls Insulation
Company Limited, TAF International Limited, T&N Holdings Limited, T&N
International Limited, T&N Investments Limited, T&N Limited, T&N Materials
Research Limited, T&N Piston Products Group Limited, T&N Properties Limited, T&N
Shelf Eighteen Limited, T&N Shelf Nineteen Limited, T&N Shelf One Limited, T&N
Shelf Seven Limited, T&N Shelf Three Limited, T&N Shelf Twenty Limited, T&N
Shelf Twenty-One Limited, T&N Shelf Twenty-Six Limited, TBA Belting Limited, TBA
Industrial Products Limited, Telford Technology Supplies Limited, The Washington
Chemical Company Limited, Turner & Newall Limited, Turner Brothers Asbestos
Company Limited, and Wellworthy Limited. Unlike all the other U.K. Debtors, T&N
Investments Limited is a Scottish rather than English company. Certain
additional U.K. affiliates of the U.S. Debtors and U.K. Debtors have commenced
chapter 11 cases but are not subjects of this Notice.
2
4. Third Party Injunction. In order to preserve and promote the settlements
contemplated by and provided for in the Plan and agreements previously or
concurrently approved by the Bankruptcy Court, and pursuant to the exercise of
the equitable jurisdiction and power of the Bankruptcy Court under Section
524(g) of the Bankruptcy Code, all Entities which have held or asserted, which
hold or assert or which may in the future hold or assert any claim, demand or
cause of action (including, but not limited to, any Asbestos Personal Injury
Claim or Demand, or any claim or demand for or respecting any Trust Expense)
against the Protected Parties (or any of them) based upon, attributable to, or
arising out of any Asbestos Personal Injury Claim or Demand, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or anywhere else in
the world, whether sounding in tort, contract, warranty or any other theory of
law, equity or admiralty (a "Third Party Claim"), shall be permanently stayed,
restrained and enjoined, from taking any action for the purpose of directly or
indirectly collecting, recovering or receiving payments or recovery with respect
to any such Third Party Claim, including, but not limited to:
(i) commencing or continuing in any manner any action or other
proceeding of any kind with respect to any such Third Party Claim against any
Protected Party or against the property of any Protected Party with respect to
any such Third Party Claim;
(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any Protected Party or
against the property of any Protected Party with respect to any such Third Party
Claim;
(iii) creating, perfecting or enforcing any Lien of any kind against
any Protected Party or the property of any Protected Party on the basis of such
Third Party Claim;
(iv) commencing any action or other proceeding of any kind or
enforcing, attaching, collecting or recovering, by any manner or means, any
judgment, award, decree or order, with respect to a Third Party Claim against a
Protected Party that pursuant to the Plan or after the Effective Date makes a
loan to any of the Released Parties, or challenging, upsetting or impairing any
Lien granted in connection with such loan by reason of any such Third Party
Claim;
(v) except as otherwise provided in the Plan, asserting, implementing
or effectuating any setoff, right of subrogation or contribution or recoupment
of any kind against any obligation due any Protected Party or against the
property of any Protected Party with respect to any such Third Party Claim; and
(vi) taking any act relating to such Third Party Claim in any manner,
and in any place whatsoever, that does not conform to, or comply with, the
provisions of the Plan, the Plan Documents or the Trust Documents.
For purposes of the Third Party Injunction, the Protected Parties shall
consist of all of the following:
(i) the Debtors, their non-Debtor Affiliates (excluding, however, any
person or Entity that may qualify as an Affiliate, but that is not commonly
owned or controlled by the Debtors), the Affiliated Subsidiaries, Reorganized
Federal-Mogul and the other Reorganized Debtors and all of their respective past
and present officers, directors and employees;
(ii) the Noteholders, the holders of Bank Claims, and the Sureties,
together with their respective successors, past and present officers, directors
and employees, in each case limited to such party's capacity set forth in this
subsection;
(iii) any Entity which, pursuant to the Plan or after the Effective
Date, becomes a direct or indirect transferee of, or successor to, any assets of
the Debtors, Reorganized Federal-Mogul or the Trust, but only to the extent that
a claim or liability is asserted against such Entity on account of its status as
such transferee or successor;
(iv) any Entity that, pursuant to the Plan or after the Effective Date,
makes a loan to the Debtors, Reorganized Federal-Mogul, or the Trust, or to a
successor to, or transferee of, any assets of the Debtors, Reorganized
Federal-Mogul, or the Trust, but only to the extent that liability is asserted
to exist by reason of such lending relationship or to the extent any Lien
created in connection with such a loan is sought to be challenged or impaired;
3
(v) each Settling Asbestos Insurance Company and each contributor of
funds, proceeds or other consideration to the Trust; provided, however, that in
the event a Settling Asbestos Insurance Company enters into any Asbestos
Insurance Settlement Agreement(s) that cover less than all Asbestos Insurance
Policies applicable to such Settling Asbestos Insurance Company, such Settling
Asbestos Insurance Company shall be a Protected Party only with respect to those
Asbestos Insurance Policies as to which it has entered into an Asbestos
Insurance Settlement Agreement or Agreements; and
(vi) the Dan=Loc Group and their respective successors, including, but
not limited to, The Flexitallic Group, Inc. and its subsidiaries and affiliates
and respective successors.
5. Supplemental Injunction. In order to preserve and promote the settlements
contemplated by and provided for in the Plan, and to supplement, where
necessary, the injunctive effect of the discharge as provided in Sections
1141 and 524 of the Bankruptcy Code and as described in Article IX of the
Plan, except as otherwise provided in the Plan, all Entities which have
held or asserted, which hold or assert or which may hold or assert any
claim, demand or cause of action (other than a Demand) against the Released
Parties (or any of them) based upon, attributable to, or arising out of any
Claim against or Equity Interest in any of the Debtors, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or anywhere
else in the world, whether sounding in tort, contract, warranty or any
other theory of law, equity or admiralty, shall be permanently stayed,
restrained and enjoined from taking any action against the Released Parties
for the purpose of directly or indirectly collecting, recovering or
receiving payments or recovery with respect to any such claim, demand or
cause of action arising prior to the Confirmation Date, including, but not
limited to:
(i) commencing or continuing in any manner any action or other
proceeding of any kind with respect to any such claim, demand or cause of action
against any of the Released Parties, or against the property of any Released
Party;
(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any of the Released Parties
or against the property of any Released Party with respect to any such claim,
demand or cause of action;
(iii) creating, perfecting or enforcing any Lien of any kind against
any Released Party or the property of any Released Party with respect to any
such claim, demand or cause of action;
(iv) except as otherwise provided in the Plan, asserting, implementing
or effectuating any setoff, right of subrogation, indemnity, contribution or
recoupment of any kind against any obligation due any Released Party or against
the property of any Released Party with respect to any such claim, demand or
cause of action; and
(v) taking any act, in any manner, in any place whatsoever, that does
not conform to, or comply with, the provisions of the Plan or the Plan Documents
relating to such claim, demand or cause of action.
6. Asbestos Insurance Entity Injunction. Subject to the provisions of
Section 9.3.3(a) of the Plan, all Entities (excluding, however, the
Trust, the Asbestos Insurance Companies and the Reorganized Debtors to
the extent they are permitted or required to pursue claims relating to
the Hercules Policy, any EL Policy, any Asbestos Insurance Actions
and/or the Asbestos Insurance Action Recoveries) that have held or
asserted, that hold or assert, or that may in the future hold or
assert any claim, demand or cause of action (including any Asbestos
Personal Injury Claim or Demand or any claim or demand for or
respecting any Trust Expense) against any Asbestos Insurance Company
based upon, attributable to, arising out of, or in any way connected
with any Asbestos Personal Injury Claim or Demand, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or
anywhere else in the world, whether sounding in tort, contract,
warranty, or any other theory of law, equity, or admiralty, shall be
stayed, restrained, and enjoined from taking any action for the
purpose of directly or indirectly collecting, recovering, or receiving
payments, satisfaction, or recovery with respect to any such claim,
demand, or cause of action including, without limitation:
4
(i) commencing, conducting, or continuing, in any manner, directly or
indirectly, any suit, action, or other proceeding of any kind (including a
judicial, arbitration, administrative, or other proceeding) in any forum with
respect to any such claim, demand, or cause of action against any Asbestos
Insurance Company, or against the property of any Asbestos Insurance Company,
with respect to any such claim, demand, or cause of action;
(ii) enforcing, levying, attaching, collecting, or otherwise
recovering, by any means or in any manner, whether directly or indirectly, any
judgment, award, decree, or other order against any Asbestos Insurance Company,
or against the property of any Asbestos Insurance Company, with respect to any
such claim, demand, or cause of action;
(iii) creating, perfecting, or enforcing in any manner, directly or
indirectly, any encumbrance against any Asbestos Insurance Company, or the
property of any Asbestos Insurance Company, with respect to any such claim,
demand, or cause of action; and
(iv) except as otherwise specifically provided in the Plan, asserting
or accomplishing any setoff, right of subrogation, indemnity, contribution, or
recoupment of any kind, directly or indirectly, against any obligation of any
Asbestos Insurance Company, or against the property of any Asbestos Insurance
Company, with respect to any such claim, demand or cause of action;
provided, however, that (a) the Asbestos Insurance Entity Injunction
shall not impair in any way any actions brought by the Trust and/or the
Reorganized Debtors against any Asbestos Insurance Company; (b) the Trust shall
have the sole and exclusive authority at any time to file a motion, upon express
notice to each affected Asbestos Insurance Company, asking the District Court to
terminate, or reduce or limit the scope of, the Asbestos Insurance Entity
Injunction with respect to any Asbestos Insurance Company (subject to the
proviso that each affected Asbestos Insurance Company shall retain all rights
and defenses with respect to Claims asserted against it as a result of any such
termination, reduction, or limitation of the Asbestos Insurance Entity
Injunction); and (c) the Asbestos Insurance Entity Injunction is not issued for
the benefit of any Asbestos Insurance Company, and no Asbestos Insurance Company
is a third-party beneficiary of the Asbestos Insurance Entity Injunction.
7. Bar Date for Professional Fee Claims. All final requests for
compensation or reimbursement of the fees of any professional
employed in the Reorganization Cases pursuant to Sections 327 or
1103 of the Bankruptcy Code or otherwise, including the
professionals seeking compensation or reimbursement of costs and
expenses relating to services performed after the Petition Date
and prior to and including the Effective Date in connection with
the Reorganization Cases, pursuant to sections 327, 328, 330,
331, 503(b) or 1103 of the Bankruptcy Code for services rendered
to the Debtors, the Official Committees, or the Future Claimants
Representative, and Claims for making a substantial contribution
under sections 503(b)(3)(D) and/or 503(b)(4) of the Bankruptcy
Code, including any requests (i) by the Ad Hoc Committee of
Certain Unsecured Creditors in accordance with Section 8.15.3 of
the Plan or (ii) pursuant to Section 2.5 of the Addendum, shall
be filed and served on the Reorganized Debtors and their counsel
not later than __________, 2008 (i.e., sixty (60) days after the
Effective Date).
The procedures for processing final requests for compensation or
reimbursement of the fees of any Professional are set forth in Section 2.5 of
the Plan. If a Professional or other entity does not submit a request for
payment of an Administrative Expense on account of services rendered to the
Estates on or before the Professional Fee Bar Date, such Entity shall be forever
barred from seeking payment of such Administrative Expense from any Reorganized
Debtor, or any of its successors or assigns, or out of the property of any of
them.
8. Bar Date for Administrative Claims. All requests for payment
of an Administrative Claim (other than as set forth in
Section 11.14 of the Plan and Sections II.A.2 and II.B of
the Confirmation Order) against any of the U.S. Debtors
shall be filed with the Bankruptcy Court and served on the
United States Trustee and counsel for the Debtors at the
addresses set forth in Section 11.24 of the Plan not later
than _______________, 2008 (i.e., the first business day
that is at least one hundred and twenty (120) days after the
Effective Date) (the "Administrative Claims Bar Date"). The
Reorganized Debtors and any other party in interest may
object to an Administrative Claim within ninety (90) days
after the Administrative Claims Bar Date, provided that such
90-day period of review may be extended by the Bankruptcy
Court upon the request of any of the Plan Proponents. If an
Entity does not submit a request for payment of an
Administrative Expense on or before the Administrative
Claims Bar Date, such Entity shall be forever barred from
seeking payment of such Administrative Expense from any
Reorganized Debtor, or any of its successors or assigns, or
out of the property of any of them. Notwithstanding the
foregoing, no request for payment of an Administrative Claim
need be filed with respect to an Administrative Claim which
is paid or payable by a U.S. Debtor in the ordinary course
of business.
5
9. Claims Arising from Rejection of Executory Contracts or Unexpired
Leases. If the rejection by a Debtor, pursuant to the Plan, of an executory
contract or unexpired lease results in a Claim, then such Claim shall be forever
barred and shall not be enforceable against any Debtor or Reorganized Debtor, or
the properties of any of them, unless a Proof of Claim is filed with the
Bankruptcy Court within thirty (30) calendar days following the Confirmation
Date, or as otherwise ordered by the Bankruptcy Court as set forth in Section
5.5 of the Plan (i.e., ___________, 2008).
10. Copies of Plan and Confirmation Order. Any party-in-interest who
wishes to obtain a copy of the Plan, any Exhibits to the Plan, or the
Confirmation Order may view and download such documents at the Debtors' website,
http://www.fmoplan.com. In addition, all documents that are filed with the
Bankruptcy Court may be reviewed during regular business hours (8:30 a.m. to
4:00 p.m. weekdays, except legal holidays) at the office of the Clerk, United
States Bankruptcy Court for the District of Delaware, 824 Market Street,
Wilmington, Delaware 19801, or at www.deb.uscourts.gov.
Dated: _________________ BY ORDER OF THE COURT
SIDLEY AUSTIN LLP PACHULSKI STANG ZIEHL & JONES LLP
James F. Conlan Laura Davis Jones (Bar No. 2436)
Larry J. Nyhan James E. O'Neill (Bar No. 4042)
Kevin T. Lantry Scotta E. McFarland (Bar No. 4184)
Kenneth P. Kansa 919 North Market Street, 17th Floor
One South Dearborn Street P.O. Box 8705
Chicago, Illinois 60603 Wilmington, Delaware 19899-8705
(312) 853-7000 (302) 652-4100
Co-Counsel to the Debtors and Debtors in Possession
6
EXHIBIT C - PUBLICATION NOTICE
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
FEDERAL-MOGUL GLOBAL INC., ) Case No. 01-10578 (JKF)
T&N LIMITED, et al.,(1) ) (Jointly Administered)
)
)
Debtors.
)
NOTICE OF (A) ENTRY OF ORDER CONFIRMING FOURTH AMENDED JOINT PLAN OF
REORGANIZATION FOR DEBTORS AND DEBTORS-IN-POSSESSION (AS MODIFIED); (B)
EFFECTIVE DATE OF THE PLAN; (C) THE SUBSTANTIAL CONSUMMATION OF THE PLAN; AND
(D) BAR DATES FOR CERTAIN ADMINISTRATIVE CLAIMS AND PROFESSIONAL CLAIMS
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Confirmation of the Plan. Federal-Mogul Corporation and its affiliated
debtors and debtors-in-possession in the above-captioned cases (collectively
with Federal-Mogul Corporation, the "Debtors" and, as reorganized entities after
emergence, the "Reorganized Debtors") hereby give notice that, on ___________,
2007 (the "Confirmation Date"), the Honorable Judith K. Fitzgerald, United
States Bankruptcy Judge, entered an order (the "Confirmation Order") confirming
the Fourth Amended Joint Plan of Reorganization for Debtors and
Debtors-In-Possession (As Modified), dated as of February 7, 2007 (as modified
through the Confirmation Date, the "Plan"), and the Findings of Fact and
Conclusions of Law Regarding Confirmation of the Fourth Amended Joint Plan of
Reorganization for Debtors and Debtors-In-Possession (As Modified) (the
"Findings of Fact and Conclusions of Law"). On ___________, 2007, the United
States District Court for the District of Delaware entered an order affirming
the Confirmation Order and the Findings of Fact and Conclusions of Law. Unless
otherwise defined in this Notice, capitalized terms and phrases used herein have
the meanings set forth in the Plan.
2. Effective Date. Pursuant to the Confirmation Order, the Debtors hereby
certify and give notice that the Plan became effective in accordance with its
terms, and the Effective Date occurred, on ___________, 2007 (the "Effective
Date").
3. Substantial Consummation. The Debtors hereby give note that, pursuant to
section 1101(2) of the Bankruptcy Code, the Plan has been substantially
consummated.
2
4. Third Party Injunction. In order to preserve and promote the settlements
contemplated by and provided for in the Plan and agreements previously or
concurrently approved by the Bankruptcy Court, and pursuant to the exercise of
the equitable jurisdiction and power of the Bankruptcy Court under Section
524(g) of the Bankruptcy Code, all Entities which have held or asserted, which
hold or assert or which may in the future hold or assert any claim, demand or
cause of action (including, but not limited to, any Asbestos Personal Injury
Claim or Demand, or any claim or demand for or respecting any Trust Expense)
against the Protected Parties (or any of them) based upon, attributable to, or
arising out of any Asbestos Personal Injury Claim or Demand, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or anywhere else in
the world, whether sounding in tort, contract, warranty or any other theory of
law, equity or admiralty (a "Third Party Claim"), shall be permanently stayed,
restrained and enjoined, from taking any action for the purpose of directly or
indirectly collecting, recovering or receiving payments or recovery with respect
to any such Third Party Claim, including, but not limited to:
(i) commencing or continuing in any manner any action or other
proceeding of any kind with respect to any such Third Party Claim against any
Protected Party or against the property of any Protected Party with respect to
any such Third Party Claim;
(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any Protected Party or
against the property of any Protected Party with respect to any such Third Party
Claim;
(iii) creating, perfecting or enforcing any Lien of any kind against
any Protected Party or the property of any Protected Party on the basis of such
Third Party Claim;
(iv) commencing any action or other proceeding of any kind or
enforcing, attaching, collecting or recovering, by any manner or means, any
judgment, award, decree or order, with respect to a Third Party Claim against a
Protected Party that pursuant to the Plan or after the Effective Date makes a
loan to any of the Released Parties, or challenging, upsetting or impairing any
Lien granted in connection with such loan by reason of any such Third Party
Claim;
(v) except as otherwise provided in the Plan, asserting, implementing
or effectuating any setoff, right of subrogation or contribution or recoupment
of any kind against any obligation due any Protected Party or against the
property of any Protected Party with respect to any such Third Party Claim; and
(vi) taking any act relating to such Third Party Claim in any manner,
and in any place whatsoever, that does not conform to, or comply with, the
provisions of the Plan, the Plan Documents or the Trust Documents.
For purposes of the Third Party Injunction, the Protected Parties shall
consist of all of the following:
(i) the Debtors, their non-Debtor Affiliates (excluding, however, any
person or Entity that may qualify as an Affiliate, but that is not commonly
owned or controlled by the Debtors), the Affiliated Subsidiaries, Reorganized
Federal-Mogul and the other Reorganized Debtors and all of their respective past
and present officers, directors and employees;
(ii) the Noteholders, the holders of Bank Claims, and the Sureties,
together with their respective successors, past and present officers, directors
and employees, in each case limited to such party's capacity set forth in this
subsection;
(iii) any Entity which, pursuant to the Plan or after the Effective
Date, becomes a direct or indirect transferee of, or successor to, any assets of
the Debtors, Reorganized Federal-Mogul or the Trust, but only to the extent that
a claim or liability is asserted against such Entity on account of its status as
such transferee or successor;
(iv) any Entity that, pursuant to the Plan or after the Effective Date,
makes a loan to the Debtors, Reorganized Federal-Mogul, or the Trust, or to a
successor to, or transferee of, any assets of the Debtors, Reorganized
Federal-Mogul, or the Trust, but only to the extent that liability is asserted
to exist by reason of such lending relationship or to the extent any Lien
created in connection with such a loan is sought to be challenged or impaired;
3
(v) each Settling Asbestos Insurance Company and each contributor of
funds, proceeds or other consideration to the Trust; provided, however, that in
the event a Settling Asbestos Insurance Company enters into any Asbestos
Insurance Settlement Agreement(s) that cover less than all Asbestos Insurance
Policies applicable to such Settling Asbestos Insurance Company, such Settling
Asbestos Insurance Company shall be a Protected Party only with respect to those
Asbestos Insurance Policies as to which it has entered into an Asbestos
Insurance Settlement Agreement or Agreements; and
(vi) the Dan=Loc Group and their respective successors, including, but
not limited to, The Flexitallic Group, Inc. and its subsidiaries and affiliates
and respective successors.
5. Supplemental Injunction. In order to preserve and promote the
settlements contemplated by and provided for in the Plan, and to
supplement, where necessary, the injunctive effect of the discharge as
provided in Sections 1141 and 524 of the Bankruptcy Code and as described
in Article IX of the Plan, except as otherwise provided in the Plan, all
Entities which have held or asserted, which hold or assert or which may
hold or assert any claim, demand or cause of action (other than a Demand)
against the Released Parties (or any of them) based upon, attributable to,
or arising out of any Claim against or Equity Interest in any of the
Debtors, whenever and wherever arising or asserted, whether in the U.S.,
the U.K. or anywhere else in the world, whether sounding in tort, contract,
warranty or any other theory of law, equity or admiralty, shall be
permanently stayed, restrained and enjoined from taking any action against
the Released Parties for the purpose of directly or indirectly collecting,
recovering or receiving payments or recovery with respect to any such
claim, demand or cause of action arising prior to the Confirmation Date,
including, but not limited to:
(i) commencing or continuing in any manner any action or other
proceeding of any kind with respect to any such claim, demand or cause of action
against any of the Released Parties, or against the property of any Released
Party;
(ii) enforcing, attaching, collecting or recovering, by any manner or
means, any judgment, award, decree or order against any of the Released Parties
or against the property of any Released Party with respect to any such claim,
demand or cause of action;
(iii) creating, perfecting or enforcing any Lien of any kind against
any Released Party or the property of any Released Party with respect to any
such claim, demand or cause of action;
(iv) except as otherwise provided in the Plan, asserting, implementing
or effectuating any setoff, right of subrogation, indemnity, contribution or
recoupment of any kind against any obligation due any Released Party or against
the property of any Released Party with respect to any such claim, demand or
cause of action; and
(v) taking any act, in any manner, in any place whatsoever, that does
not conform to, or comply with, the provisions of the Plan or the Plan Documents
relating to such claim, demand or cause of action.
6. Asbestos Insurance Entity Injunction. Subject to the provisions of
Section 9.3.3(a) of the Plan, all Entities (excluding, however, the
Trust, the Asbestos Insurance Companies and the Reorganized Debtors to
the extent they are permitted or required to pursue claims relating to
the Hercules Policy, any EL Policy, any Asbestos Insurance Actions
and/or the Asbestos Insurance Action Recoveries) that have held or
asserted, that hold or assert, or that may in the future hold or
assert any claim, demand or cause of action (including any Asbestos
Personal Injury Claim or Demand or any claim or demand for or
respecting any Trust Expense) against any Asbestos Insurance Company
based upon, attributable to, arising out of, or in any way connected
with any Asbestos Personal Injury Claim or Demand, whenever and
wherever arising or asserted, whether in the U.S., the U.K. or
anywhere else in the world, whether sounding in tort, contract,
warranty, or any other theory of law, equity, or admiralty, shall be
stayed, restrained, and enjoined from taking any action for the
purpose of directly or indirectly collecting, recovering, or receiving
payments, satisfaction, or recovery with respect to any such claim,
demand, or cause of action including, without limitation:
4
(i) commencing, conducting, or continuing, in any manner, directly or
indirectly, any suit, action, or other proceeding of any kind (including a
judicial, arbitration, administrative, or other proceeding) in any forum with
respect to any such claim, demand, or cause of action against any Asbestos
Insurance Company, or against the property of any Asbestos Insurance Company,
with respect to any such claim, demand, or cause of action;
(ii) enforcing, levying, attaching, collecting, or otherwise
recovering, by any means or in any manner, whether directly or indirectly, any
judgment, award, decree, or other order against any Asbestos Insurance Company,
or against the property of any Asbestos Insurance Company, with respect to any
such claim, demand, or cause of action;
(iii) creating, perfecting, or enforcing in any manner, directly or
indirectly, any encumbrance against any Asbestos Insurance Company, or the
property of any Asbestos Insurance Company, with respect to any such claim,
demand, or cause of action; and
(iv) except as otherwise specifically provided in the Plan, asserting
or accomplishing any setoff, right of subrogation, indemnity, contribution, or
recoupment of any kind, directly or indirectly, against any obligation of any
Asbestos Insurance Company, or against the property of any Asbestos Insurance
Company, with respect to any such claim, demand or cause of action;
provided, however, that (a) the Asbestos Insurance Entity Injunction
shall not impair in any way any actions brought by the Trust and/or the
Reorganized Debtors against any Asbestos Insurance Company; (b) the Trust shall
have the sole and exclusive authority at any time to file a motion, upon express
notice to each affected Asbestos Insurance Company, asking the District Court to
terminate, or reduce or limit the scope of, the Asbestos Insurance Entity
Injunction with respect to any Asbestos Insurance Company (subject to the
proviso that each affected Asbestos Insurance Company shall retain all rights
and defenses with respect to Claims asserted against it as a result of any such
termination, reduction, or limitation of the Asbestos Insurance Entity
Injunction); and (c) the Asbestos Insurance Entity Injunction is not issued for
the benefit of any Asbestos Insurance Company, and no Asbestos Insurance Company
is a third-party beneficiary of the Asbestos Insurance Entity Injunction.
7. Bar Date for Professional Fee Claims. All final requests for
compensation or reimbursement of the fees of any professional employed
in the Reorganization Cases pursuant to Sections 327 or 1103 of the
Bankruptcy Code or otherwise, including the professionals seeking
compensation or reimbursement of costs and expenses relating to
services performed after the Petition Date and prior to and including
the Effective Date in connection with the Reorganization Cases,
pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code for services rendered to the Debtors, the Official
Committees, or the Future Claimants Representative, and Claims for
making a substantial contribution under sections 503(b)(3)(D) and/or
503(b)(4) of the Bankruptcy Code, including any requests (i) by the Ad
Hoc Committee of Certain Unsecured Creditors in accordance with
Section 8.15.3 of the Plan or (ii) pursuant to Section 2.5 of the
Addendum, shall be filed and served on the Reorganized Debtors and
their counsel not later than __________, 2008 (i.e., sixty (60) days
after the Effective Date).
The procedures for processing final requests for compensation or
reimbursement of the fees of any Professional are set forth in Section 2.5 of
the Plan. If a Professional or other entity does not submit a request for
payment of an Administrative Expense on account of services rendered to the
Estates on or before the Professional Fee Bar Date, such Entity shall be forever
barred from seeking payment of such Administrative Expense from any Reorganized
Debtor, or any of its successors or assigns, or out of the property of any of
them.
8. Bar Date for Administrative Claims. All requests for payment of an
Administrative Claim (other than as set forth in Section 11.14 of the
Plan and Sections II.A.2 and II.B of the Confirmation Order) against
any of the U.S. Debtors shall be filed with the Bankruptcy Court and
served on the United States Trustee and counsel for the Debtors at the
addresses set forth in Section 11.24 of the Plan not later than
_______________, 2008 (i.e., the first business day that is at least
one hundred and twenty (120) days after the Effective Date) (the
"Administrative Claims Bar Date"). The Reorganized Debtors and any
other party in interest may object to an Administrative Claim within
ninety (90) days after the Administrative Claims Bar Date, provided
that such 90-day period of review may be extended by the Bankruptcy
Court upon the request of any of the Plan Proponents. If an Entity
does not submit a request for payment of an Administrative Expense on
or before the Administrative Claims Bar Date, such Entity shall be
forever barred from seeking payment of such Administrative Expense
from any Reorganized Debtor, or any of its successors or assigns, or
out of the property of any of them. Notwithstanding the foregoing, no
request for payment of an Administrative Claim need be filed with
respect to an Administrative Claim which is paid or payable by a U.S.
Debtor in the ordinary course of business.
5
9. Claims Arising from Rejection of Executory Contracts or Unexpired
Leases. If the rejection by a Debtor, pursuant to the Plan, of an
executory contract or unexpired lease results in a Claim, then such
Claim shall be forever barred and shall not be enforceable against any
Debtor or Reorganized Debtor, or the properties of any of them, unless
a Proof of Claim is filed with the Bankruptcy Court within thirty (30)
calendar days following the Confirmation Date, or as otherwise ordered
by the Bankruptcy Court as set forth in Section 5.5 of the Plan (i.e.,
___________, 2008).
10. Copies of Plan and Confirmation Order. Any party-in-interest who
wishes to obtain a copy of the Plan, any Exhibits to the Plan, or the
Confirmation Order may view and download such documents at the
Debtors' website, http://www.fmoplan.com. In addition, all documents
that are filed with the Bankruptcy Court may be reviewed during
regular business hours (8:30 a.m. to 4:00 p.m. weekdays, except legal
holidays) at the office of the Clerk, United States Bankruptcy Court
for the District of Delaware, 824 Market Street, Wilmington, Delaware
19801, or at www.deb.uscourts.gov.
Dated: _________________ BY ORDER OF THE COURT
SIDLEY AUSTIN LLP PACHULSKI STANG ZIEHL & JONES LLP
James F. Conlan Laura Davis Jones (Bar No. 2436)
Larry J. Nyhan James E. O'Neill (Bar No. 4042)
Kevin T. Lantry Scotta E. McFarland (Bar No. 4184)
Kenneth P. Kansa 919 North Market Street, 17th Floor
One South Dearborn Street P.O. Box 8705
Chicago, Illinois 60603 Wilmington, Delaware 19899-8705
(312) 853-7000 (302) 652-4100
Co-Counsel to the Debtors and Debtors in Possession