THAN - Motion by AIG Companies To Reopen Bankruptcy Case To Enforce Audit Rights

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Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 1 of 88
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Return Date: Wednesday, March 19, 2014 at 9:45 A.M. I,ST Responsive Papers Due: Wednesday, March 12, 2013
IIARDIN KUNDLA MCKI~,ON & 1'OLETTO,1'.A. Steven P. Murray, Esq. 110 William Street, 25`x' Floor New Yorlc, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. IIenry T. M. LeFevre-Snee, Esy. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys foi~ Plaintiffs, AIU Insurance Company, ~1me~ican Horne Assu~an~ce CompUny, 1~3i~~ninghczYn I'i~e Insurctnce Company of Pennsyl>>anicr, Granite State Insz~r~ai~ce Cor~~pa~~, Lexzng~on Iyzsu~c~nee ~;olnpany, and National Uninn Fire Insu~crnee Com~~crr~y nf'I'it~,sburgh, Pc~. UNITED STATES BANKRYIP'I'CY COURT FOR THE SOUTT-IEI2N DISTRICT'OF NEW Y0121{ In IZe: T FI AUR1CtJL1'URE & NtJTRI"PION, L.L.L., (Chapter ll Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding;
NOTICE OF AIG MEMBI~.R COMPANIES' +'C'I'I011~ 35Q(b) MOTIOI~ 'T() RLOPF.N CHAPTER 11 CASL +' PURSUANT TO SL OF BANKRUPTCY CODE, FEDERAL RIIL~ SPATES OI{ TTTLE 11 OF TI~I; IJNI'I'ED PROCED~JRE SO10, AND LOCAL BANKRUPTCY RULE FOR THE SOtJTIIERN llISTRICT OF NL +'W YORK SO10-1 .I.~~, KASOWITI BENSON TORRID-;S & FRIEDMAN I_,LP Kenneth H. Frenchman, Fsq. 1633 Broadway New York, NY 10019 Cou~sclfoi T HA~rricultu~e & Nartrition, LLC' ayac~ Philips Elc~ct~o~~ics Nor~l1~ flmeric~cz Corporation
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CC: ALL COUNSEL OF RECORD PLEASE TAKE NOTICE THAT the AIG Member Companies'~ Motion to Reopen Chapter 11 Case Pursuant to Section 350(b) of Title 11 of the United States Code, Federal Rule of Bankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New Yorl< 5010-1 will be presented to Honorable Robert E. Gerber on Wednesday, March 19, 2014 at 9:45 A.M. EST. Dated: New Yorlc, New York 1Vlarch 3, 2014 Respectfully submitted, HARDIN KUNDLA MCKEON & POLL'TÌ'O, P.A. /s/ Steven P. Murray, Esq. Steven P. Murray, Esq. 1 l0 William Street, 25t~' Floor New York, N Y l 0038 Phone: (212)571-0111 John S. Favate, Esc. Henry T. M. LeFevre-Snee. Esq. 673 Morris Avenue Springfield, New Jezsey 07081 Phone:(973)912-5222 Attorneys foi Plaintiffs, AIU Insurance Co~nperny, ~rr7e~icon Home Assu~ance Co~pany, Bigmingham Fige Insuia~~ce Conz~any of Penr~sylvanicr, Granite S'tcafe Insurance Cninpar~y, Lexii~gdon Insurance Coi~~perny, cr~~d Natio~~~al U~rion I~i~e Insurance Compa~~y ~~f Pittsburgh, Pa.
~ The AlG Member Companies are AIU Insurance Company, Ametican Home Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington [nsurance Company, and National tJnion Fire Insurance Company of Pittsburgh, Pa.
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Return Date: Wednesday, March l9, 2014 at 9:45 A.M..EST Responsive Papers Due: Wednesday, March 12, 2013
HAI2DIN KUNDLA MCKEON & POLETTO,P.A. Steven P. Murray, ~sq. 110 William Street, 25~~' Floor New Yorlc, NY 10038 Phone: (212) 571-0l 11 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~neys fog PlaintifTs, AIU Insz~~ante Company, American Ho~~e A.sszncrnce Co~~~pany, Bigmingha~n Fi~~e Insurance Company of Pennsylvania, G~anite State Insi+ranee Cornl~any, Lexing/on Ins~u~once Company, and National Union I'i~e Insurance Company gf~Pillsbztrgh, Pea, UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NSW YORK In Re: T H AGRICULTURE &NUTRITION, L.L,C., ~ Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Ge~~ber, Presiding
TIIE AIC MEMBER COMPANIES' MOTION TO REOPEN CHAPTER 11 CASE PURSUANT TO S~C'TION 3.50(b) OF TI'TLI; 11 OF TIIE UNITED STATES CODS,FEllERAL RULr OF 13ANKRUPI'CY PROCEDURE SO10, AND LOCAL BANKRUPTCY RULE FOR THE SOUTHERN DISTRICT OF NSW YORK 5010-1 The AIG Member Companies,' by and through their couzlsel, Hardin Kandla McKeon & Poletto, P.A., hereby move pursuant to Section 350(b) of Title 11 of the united States Code,
~ The AIG Member Companies are AItJ Insurance Company, American I-Iome Assurance Company, I3irmin~ham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insin~ance Company, and National Union Firc Insurance Company of Pittsburgh, Pa.
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Federal Rule of Bankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern Dish~ict of New York 5010-1 for an Order (1) reopening the Chapter 11 Case to allow the SIG Member Companies to commence an Adversary Proceeding to enforce their rights under the Settlemezlt Agreement; and (2) granting such other and further relief as the Court deems just and proper. In support of this motion, the AIG Member Companies rely upon the facts aa~d legal
argument set out in their accompanying memorandum. Dated: New Yorlc, New York
March 3, 2014 Respectfully submitted, HARDIN KUNDLA MCI~ON & POL~TTO,P.A. /s/ Steven P. Murry, F,sc~, Steven P. Murray, Esq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, F,sq. Henry T. M. LeFevre-Snee, F_,sq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~neys foi Plaintiffs, ~1IU Insu~U~ce Anzer~ican Co~~~puny, Assu~once Company, Home li~su~ace Birininghc~m Tire Company of Pennsylvania, G~andte State Insu~crnce Conzperny, Lei ington Insurance Com~a~y, crud National Union Fi~e Insu~ante Company off' Pittsbi~~gh, Pcr.
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Return Date: Wednesday, March 19, 2014 at 9:45 A.M. GST Responsive Papers Due: Wednesday, March 12, 2013
HARDIN KUNDLA M(:Ki+;ON & POL~TTO,P.A. Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 AttoNneys fog Plaintiffs, AIU InsuNance ConZpany, American Ilome Assurance Conz~~ay, I3i~tningham Fire Insu~once Coin~~any of Pennsylvania, Granite State h~,szrrai~ce Com~u~zy, Lexington Inszi~ante Company, and National Union I'ire Insuiante Con~~any gJ~Pittsbz~rgh, Pa. UNITED STATES BANKRUP'T'CY COURT -TERN DISTRICT OF NSW YORK FOR THE SOUTI In IZe: T ~I AGRICULTURE &NUTRITION,L.L.C., ~ Chapter 11 Debtor. Lase No. 08-14692 Hon. Robert F. Gerber, Presiding
[PROPOSED] ORI)E12 GRANTING MO'T'ION OF AIG M~MI3ER COMPANII+;S TO IZ~OI'EN CHAPTER 11 CASE Upon consideration of the motion (the "Motion") of AIU Insurance Company, Atilez~ican Hone Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Coi~lpany of Pittsburgh, Pa., seeking entry of an order pursuant to Section 350(b) of title 1 1 of the United States Code (tl~e "Bankruptcy Code"), Federal Rule of Bankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New Yori< 5010-1, reopening T I-1
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Agriculture &Nutrition L.L.C.'s Chapter 11 case (the "Chapter 11 Case"); and the Court having; reviewed the Motion, accompanying papers, and any opposition thereto, and the Court having determined that cause exists to reopen the Chapter 11 Case, it is hereby: ORDERED that the Motion is granted; and it is further ORD~R~D that, pursuant to Bankruptcy Code Section 350(b), the Chapter 11 Case is reopened; and it is further ORDERED that this Court shall retain the jurisdiction to hear and determine all matters arising from the interpretation, implementation and enforcement of this Order, including any disputes that may arise between or among; the parties. Dated: New Yoilc, New Yorl< 2014
THE HONORABLE ROBERT E. GERBER UNI "TED SZ~'ATES BANKRUPTCY J11DGT
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Return Date: Wednesday, March 19, 2014 at 9:45 A.M. EST Responsive Papers Due: Wednesday, March 12, 2013
HARDTN KUNllLA MCKI~~ON & POL~TTO,P.A. Steven P. Murray, Esq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212) 571-0111 John S. Favate, Esq. Henry "t. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~nays fog Plaintiffs, AIU Insu~ance Company, A~nericarr Hon~~e ~lssz~~ance Co~prr~~~~, Bigzingham Fige Insurance Company of Pennsyl>>ania, G~crnite State Insznante Corn~ai~y, Lexi~zg/on Insuiance Company, and National Union 1~ire Insurance Company gfYi~tsburglz, Per. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DIST1tICT OF NSW YORK In Re: ~I~ II AGRICULTUKE &NUTRITION,L.L.C., ~ Chapter I 1 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding
AFFIDAVIT OF STEVEN P. MURRAY,ESQ. IN SiJPPORT OF AIG MrMI3I?R COMPANI~S'~ MOTION TO 12~OPEN CHAI'TrIt l l CASE I, Steven Y. Murray, Lsq., do hereby certify the following, under penalty of perjury: 1. I am an associate of the law firm of IIardin ICundla McKeon & Paletto, P.f1.,
counsel for the AIG Member Companies. I am a member in good standing of the bar fog the United States District Court for the Southern District of New Yorl<.
~ The AIG lvtember Companies are AlU Insura~~ce Company, Ai~~erican Home Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pa.
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2.
Attached hereto as Exhibit 1 is a true copy of the AIG Member Companies'
Complaint arising from T H Agriculture and Nutrition, LLC ( "TITAN") and its parent corporation, Philips Electronics North American Corporation's ( "PENAL") b1each vi the Settlement Agreement and Mutual Kelease entered into among the AIG Member Companies, THAN and PENAL on April 15, 2009, and approved by this Court on May 6, 2009 ( "Settlement Agreement"), seeking, among other remedies, a declaratory relief and specific performance: 3. Attached hereto as Exhibit A to the Complaint is a true copy of this Court's May
6, 200) Order approving the Settlement Agreement, and the Settlement Agreement. Dated: New York, New York March 3, 2014 Respectfully submitted, HARDIN KUNDLA MCKEON & POLETTO,P.A. /s/ Steven P. Mu~7aX, Esq. Steven P. Mun-ay, Esq. 110 William Street, 25`x' Floor New Yorlc, NY 10038 Phone: (212) 571-0111 John S, Favate, F,sq. Henry T. M. LeFevre-Snee, Esc. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973) 912-5222 AttoNneys fns Plaintiffs, AIZI Insurance Company, Amerdccai~ Home Assurace Cninpray, Big^n~inghain Fiie Inst~~cznce Company off' Penr~syh~aica, G~cai1e Sta/e li~surance Cozpczny, I.exi~gtor~ Insur~ai~ce Coi~~pany, a~~d Nalioi~crl Union Fige li~sir~a ce Company of Pittsbu~gh, Pa,
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EXHIBIT 1
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HARDIN KUNDLA MCHI~,ON & POL~T'TO,P.A. Steven P. Murray, Esq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212) 571-0111 John S. Favate, Esq. Henry T. M. LePevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 At~ofHeys .for Plaintiffs, AIU Insurance Company, American Home Assu~Unce Co~~~~u~~y, Bigrningham F'i~e Insu~ace Company ~f Pennsylvania, Crcrnite State I~sur~a~ce Cor~~pur~y, 1exinglon Insurance Company, and National Union Tiie Insu~ance Conzpuny ofPi!lsbzrrgh, Pcr. UNITrD STATES BANHItUPTCY COURT FOR THE SOUTHERN DISTRICT OF NSW YORK In Re: T T-I AGRICUI.,TURE &NUTRITION, L.L.C., Chapter 11 Debtor. Cass No. 08-14692 IIon. Robert E. Gerber, Presiding ~1IU Inslu~ance Company, American Home Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite Adversary Proceeding Nn. State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Campany of Pittsburgh, Pa., Plai~lti1~i's, v. T H Agriculture & Nutrition, L.L.C.; and Philips Electronics North America Corporation, llefendants.
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COMPLAINT Plaintiffs AIU Insurance Company, American Home Assurance Company, I3irmingllam Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Le~in~;ton Insurance Company, and National Union Fire Insurance Company of Pittsburgh, 1'a. (collectively, "Plaintiffs") hereby complain as follows: NATURE OF THL ACTION 1. This is an adversary proceeding arising from the breach by Defendants T I-t
"TIIAN") and Philips Electzonics North America Corporation ( Agriculture &Nutrition, L.L.C. ") "P~NAC") of the Settlement Agreement and Mutual Release (the "Settlement Agreement ( entered into between Plaintiffs and THAN and PENAC . JURISDICTION ANI) VENiJE 2. This Court has jurisdiction over this matter pursuant to 28 IJ.S.C. ~1334(b)
because this adversary proceeding anises in, arises under, oi is related to tl~e Chapter 11 case, T H Apiculture &Nutrition, L.L.C., in the United States Bankruptcy Court for the Southern District of New York, as Case No. 08-14692. 3. "Phis Court has jurisdiction over this matter pursuant to the Ma}~ 28, 2009
Confirznatioi~ Order and Section 13.1 of the First Amended Prepackaged Plan, and npril 5, ?009 Order approving the Settlement Agreemetzt 4. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Plaintiffs consent to
the entry of final orders or judgment by the bankruptcy judge if it is determined that the bankruptcy judge, absent coi~seut oi'the parties, cannot enter final ordet~s o~ judgmeizt consistent with Article III of the United States Constitution.
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5.
This Court has personal jurisdiction over Defendants pursuant to Federal Rule of
Bankruptcy Procedure 70040. 6. Venue is proper in this District pursuant to 28 U.S.C. 1409(a). THE PARTIES 7. Plaintiffs AIU Insurance Company, American Home Assurance Compa~ly,
Birmingham fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pa. are issuers of the insurance policies to PENAC listed in Exhibit A to this Complaint. 8. Plaintiff AIU Insurance Company is incorporated under the laws of the State of
New Yorlc, with its principal place oFbusiness in New York, New Yorlc. 9. Plaintiff American Home Assurance Company is incorporated under the laws of
the State of New York, with its principal place of business in New York, New York. 10. Plaintiff Birmingham Fire Insurance Company of Pennsylvania is incorporated
under the laws of the State of Pennsylvania, with its priricipol dace of business in New York, New York. 11. Plaintiff Granite State Insurance Company is incorporated under tl~e l~lws of tl~e
State of Pennsylvania, with its principal place of business in New Yoric, New Yorlc. 12. Plaintiff Lexington Insurance Company is incorporated under the laws of the
State of Delaware, with its principal place of business in Boston, Massachusetts. 13. Plaintiff National Union Fire Insurance Company of Pittsburgh, Pa, is
incorporated under the laws of the State of Pennsylvania, with its principal place of business in New York, New York.
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14.
Upon information and belief, THAN is incorporated uizder the laws of the State of
Missouri, with its principal place of business in New York, New York, is the entity that eine~ged from the Chapter 11 case, In re TH Agriculture &Nutrition, L.L.C., in the United States Bankruptcy Court for the Southern District of New York, as Case No. 08-14692, and is a party to the Settlement Agreement. 15. Upon information aid belief, PENAL is the parent corporation of THAN, is
incorporated under the laws of the State af' Massachusetts, with its principal place of business in Andover, Massachusetts, and is a party to the Settlement Agreement. BACKGROUND 16. Plaintiffs, T'~~AN and PENAL were all parties to an insurance cavera~;e dispute
captioned T H Agriculture &Nutrition L.L.C. v. ACE Property and Cas. Co., et al., No. 02 CH 19037, Circuit Court of Coolc County, Illinois, Chancery Division (the "Coverage Action"). 17. On November 24, 2008, THAN commenced reorganization proceedings before
the United States Bankruptcy Court for the Southern District of New YoeI< pursuant to C11aptEl 11 of the Banlauptcy Code, captioned as I~1 re T H A r~iculturc & N~utiit~io~1, L.L,C No, 0814692. 18. On April 15, 2009, Plaintiffs, THAN, and PLNAC entered into the Settlement
Agreement, which resolved the Coverage Action, provided for Plaintiffs to make certain paymeizts to PENAL and, among other rights, gave Plaintiffs valuable audit rights. See Exhibit A,2.1 and 2.3. 19. The Settlement Agreement calls for Plaintiffs to male substantial settlement
payments to PENAL depending upon certain payment milestones being reached by the Asbestos PI Trust (defined below) established to process and pay asbestos claims channeled to the
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A, Asbestos PI Trust pursuant to the TI-IAN First Amended Plan of Reorganization. She 1 xhibit 2.1. 20. Section 2.3 of the Settlement Agreement provides for broad audit rights, which
for were bargained for by Plaintiffs and represent valuable and mate~ial consideration in return Plaintiffs' entering into the Settlement Agreement. T'he audit rights protect the interests of the the
AIG Member Companies, the Asbestos PT Trust, and the inte~rity of the "THAN bankruptcy proceeding itself by providing a means for Plaintiffs to obtain information regarding claims paid by the Asbestos PI Trust to claimants sufficient to detect both miscalculation of payment and fraud against the Asbestos PI Trust. 21. Section 2.3 of the Settlement Agreement provides:
The AIG Member Companies shall have the right to audit payments and distributions made by the Trust at their own expense, no more than once per year. Before conducting any audit, AIG shall agree to keep all information confidential and shall further agree not to utilize any information for anything other than to assess whether the Trust in fact made payments to the claimants as set forth in the quarterly reports. 22, Section 2.4 of the Settlement Agreement further provides:
The AIG Member Companies shall not he entitled to challenge or question the payments or distributions of the Trust, nor shall they be entitled to challenge or to question their obligations to make payments pursuant to the terms and conditions of this Settlement agreement, or to offset, take credit against or otherwise withhold any such payments based on any claim that tJ1e Trust or its trustees)(the ") did not properly incur expenses or did not properly liquidate claims "Trustee(s) according to the Trust's procedures, or otherwise, with two exceptions; a. If the AIG Member Companies determine based on their review and/or audit that payments made by the Trust to asbestos claial~ants alleging malignant injuries and used as the basis I~or caleulatii~g the percentage share to be paid by the AIG Member Companies or rollover amounts, all as provided in Section 2.1, were miscalculated due to an accounting error, the AIG Member Companies may bring such accounting error to the attention of the Trustees) and request that the Trustees) review the matter and, if the Trustees) agree that there has been an accounting error, the 5
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AIG Member Companies will be credited the amount of any overpayment by the AIG Member Companies resulting from the accounting error and apply such credit toward the AIG Member Companies' obligations to make payments under this Settlement Agreement without, however, reducing the AIG Member Companies' overall obligation to pay the Settlement Amount, as provided in Section 2.1. PENAC agrees /o cooperate with the AIG Me~ber Companies in ob~ai~ing any pe~~tinei~f informotion. b. if the AIG Member Companies have reason to believe that any of the Claims submitted to and paid by the Trust were fraudulent, i.e. were based on intentionally false information that was material to the allowance of the Claims, such that the Trust was defrauded and has a right to recover back payments made on such Claims, the AIG Member Companies may bring such evidence of such fraud to the attention of the Trustae(s) and inquest that the Trustees) review the evidence. Further, nothing in this Settlement Agreement shall prevent the AIG Member Companies from bringing such evidence to the attention of the Bankruptcy Court and/or to the United States Attorney's Office for the Southern llistrict of New York. If the Trustees) agree that the evidence supports the AIG Member Companies' claim that the Trust has been defrauded and/or warrants further investigation into possible fraud, concludes that it would be in tl~e best interest of the Trust to undertake the efforts and incur the expense required to pursue recovery and/or conduct such further investigation, and ultimately recovers back all or some. of the an7ounts paid toward fraudulent Claims as to which the AIG Member Companies made reimbursement to P~NAC, PENAL will credit the AICJ Member Companies with the applicable percentage (as provided in Section 2. I(h)) of the recovered amount and apply such credit towaxd the Parties' obligations to make payments under this Settlement Agreement without, however, reducing the AIG Member Companies overall obligation to pay up to the Settlement, as provided in Section 2.1. PLNAC agrees to cooperate with the AIG Member Companies in obtaining any peglinent inforinatzon. [Emphasis added.] Section 8 of~ the Settlement Agreement provides;
23.
The Parties shall cooperate to preserve the validity, finality, and enforceability of this Settlement Agreement. The Parties shall use their best efforts to resolve and/or to oppose any and all efforts or objections to challenge this Settlement Agreement under any provision of the Bankruptcy Code. 24. Section 16 of the Settlement Agreement provides:
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This Settlement Agreement may not be amended, altered or modified except by a written amendment duly executed by the original Parties or their successors or assigns. 25. On May 6, 2009, the Court entered an Order approving the Settlement
the Agreement. Pursuant to the May 6, 2009. Order, this Court maintained jurisdiction over implementation of the Settlement Agreement. 26. On May 28, 2009 the Court entered Findings of Fact, Conclusions of Law, and
to the confirmed THAN's First Amended Prepackaged Plan of Reorganization. Pursuant Court Confirmation Order and Section I3.1 of the First Amended Prepackaged Plan, this maintained jurisdiction over claims and causes of action related to the Settlement Agreeme 27. nt.
The Asbestos PI Trust is a Delaware Trust forix~ed pursuant to Section 524(8) of
ure & tl~ae I3anlcruptcy Code, as part of the Bankruptcy Plan implemented in In re T H Agricult Nutrition, L.L.C. 28. Upon information and belief, effective November 30, 2009, THAN, PI;NAC and
"AIZCA"), the Asbestos PI Trust entered into air Asbestos Records Cooperation Agreement (the ive which PENAL and THAN rely upon to purportedly materially diminish and render ineffect s in Plaintiffs' audit rights and to limit PENAL and THAN's ability to cooperate with Plaintiff enforcing Plaintiffs' audit rights pursuant to the Settlement Agreement. 29. 30. Plaintiffs are not signatories to the ARCA and are nt bound by it. The ARCA does not alter, modify or change the Settlement Agreement <>r
Plaintiffs' audit rights under the Settlement Agreement. 31. Since the Settlement Agreement became effective, Plaintiffs have met and
g making all continue to fulfill all of their obligations under the Settlement Agreemeizt, includin required payments. 7
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32.
Section 2.4(b) of the Settlement Agreement contemplates that the Trust could fall
victim to fraud, including the type of manipulation brought to light of the sort brought to light in the Garlock decision (described below). Plaintiffs have a right and duty to conduct meaningful audits of the payments and distributions made by the Asbestos P1 "I~rust on an annual basis, Plaintiffs are unable to bring to the attention of the ~lsbesios PI "Trust, this Court, and/or the United States Attorney evidence of fraud, as specifically provided for in Section 2.4(b) of the Settlement Agreement if they continue to be denied their audit rights or have their audit rights curtailed and limited as PENAC and THAN have done to date. 33. Plaintiffs sent notification to THAN and PENAC, informing them of Plaintiffs'
intent to exercise their audit rights under the Settlement Agreement. 34. THAN and YENAC responded to Plaintiffs' request, asserting; that
notwithstanding the provisions of the Settlement Agreement, Plaintiffs' audit rights under the Settlement Agreement were limited, and subordinate to and otherwise constrained by the ARCn. 35. These limitations would narrow the AIG Member Companies' audit rights to such
a degree that so as to render the audit righis meaningless and render it impossible to defect the miscalculation addressed in the Section 2.4(a) of the Settlement Agreement and the fraud contemplated by Section 2.4 (b) of the Settlement Agreement, in addition to whatever other improprieties to which the Asbestos PI "Trust may have been or continues to be subjected. 36. YENAC and THAN demanded that Plaintiffs accept and agree to be bound by the
terms o~Fthe ARCA and other limitations on any audit as conditions to Plaintiffs' execcise of their audit rights under the Settlement Agreement.
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37.
THAN and PENAC have refused to allow Plaintiffs to exercise their audit rights
under the Settlement Agreement unless Plaintiffs agree to additional conditions and limitations not required by the Settlement Agreement and which would render any audit meani~7~l~ss. 38. By refusing to allow Plaintiffs to exercise their valuable audit rights, which aie
significant to the integrity of the Trust's operation, YENAC and TI-IAN have precluded Plaintiffs from even having the opportunity to uncover fraud and bring it to the Asbestos PI Trust's, this Court's or the United States Attorney's attention, as expressly provided for in Section 2.4(b) of the Settlement Agreement. PENAC and THAN have thereby breached the Settlement Agreement. 39. Section 2.4 of the Settlement Agreement also gives Plaintiffs certain rights in the
event payments by the Asbestos PI Trust are found to have been miscalculated due to an accounting error and if the Plaintiffs have reason to believe that any claims paid by the Asbestos YI `Trust were fraudulent. PENAC is obligated by the Settlement Agreement to cooperate with Plaintiffs i~~ obtaining any pertinent information necessary to determine whether any claiius submitted to and paid by the Asbestos PI Trust were miscalculated or fraudulent. 40. The conditions that PENAL and TT-IAN seek to impose on Plaintiffs' audit rights
not only violate the Settlement Agreement, because they deprive Plaintiffs of the valuable audit eights which form ~ part of the consideration bargained for in the Settlement Agreement, bLrt also render Section 2.4 meaningless because, without protection of Plaintiff's' audit rights, Ylaintifl~s cannot determine whethex any of the circumstances contemplated by Section 2.4 exist, and there is no other way to reveal fraud upon the Asbestos PI Trust. 41. The recent decision in In re Garlock Sealing Technolo ies, Nn. 10-31 E07, 2014
Baiikr. LEXIS 157 (Bankr. W.D.N.G ,ianuary ]0, 2014), illustrates the necessity of and 9
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justification for the broad audit procedure enjoyed by Plaintiffs under the Settlei~lent Agreement, which provides Plaintiffs auditing rights sufficient to uncover fraud against the Asbestos PI Trust. 42. The Garlock decision assessed the effects on the valuation of asbestos liabilities
of the debtor in light of proof demonstrating that aspects of the asbestos tort and trust system have become "infected by the manipulation of exposure evidence by plantiffs and their lawyers." 2014 Bankr. LEXIS 157 at *32. 43. Garlock cited several particular instances of tactics employed by some asbestos
plaintiffs and their attorneys to inflate recoveries: a. In one case, a plaintiff claimed that 100% of his work was on Garlock gaskets, and denied that he had been exposed to Unibestos amphibole insulation manufactured by Pittsburgh Corning. Id. at *37-38. However, discovery before the bankruptcy court revealed that the plaintiffs attorneys filed several ~-'rust claims against amphibole insulation inanutacturers, and, seven months prior to the asbestos litigation with Garlock, even filed a ballot in the Pittsburgh Corning bankruptcy certifying "under penalty of perjury" that the plaintiff had been exposed to Unibestos insulation. Id. at *38. All told, the attorneys failed to disclose exposure to 22 other asbestos products. Ibid. b. In another case, a plaintiff's attorneys filed a statement in the Owens Corning bankruptcy case that the claimant "frequently, regularly and proximately breathed asbestos dust emitted from Owens Corning; Fiberglass's Kaylo asbestoscontaining pipe covering." Id. at *39. Just six weeks later, the same plaintiff, it1 litigation with (Jarlock, identified nn exposure to any other bankrupt con panics' 1Q
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products. Ibid. The claimant made Trust claims for 20 different asbestos products, none of which were disclosed in litigation with Garlock, and 14 of which were supported by sworn statements contradicting the plaintiff's denials in the Uarlock case.Ibid. c. Similarly, another plaintiff denied exposure to insulation products in litigation with Garlock, and went on to file 23 Trust claims, eight of them within twentyfour hours of settling with Garlock. Ibid. d. Likewise, another plaintit'f against Uarlock denied eves suing anyone installing or removing pipe insulation nn his ship, and yet his attorneys went on to file 11 Trust claims, 7 of which were based on declaration that he personally removed and replaced asbestos insulation products, and identifying them by na~2e. Id. at *39-40. e. In another case, a plaintiffs lawyers filed a Trust claim against F3abcol< & Wilcox, and the veNy next day denied any knowledge of the name "Babcocl< & Wilcox" in litigation against Garlock, alleging that his only asbestos product was to Garlock's gasket product. Id. at *40. The plaintiff went nn to recover from two trusts, alleging that h~ had handled raw asbestos fibers and fabricated asbestos products from raw asbestos. lbid. 44. Of fifteen cases handled by five major asbestos plaintiff's firms reviewed in
Clarlocic, it was revealed that exposure was disclosed for only 32 products, while exposure to 294 products was not disclosed. Id. at *41. These fifteen cases were "just a minute portion of the thousads that were resolved by Uarlock in the tort system." Ibid. rI'he ban]<ruptcy court characterized these findings as "surprising and persuasive" and noted they showed a pattern
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"sufficiently widespread to have a significant impact on Garlock's settlemEnt practices and results." Ibid. 45. 205 additional cases were identified where plaintiffs' discovery responses
conflicted with the allegations those plaintiffs submitted to Trust claim processing facilities or balloting in bankruptcy cases. Ibid. The Uarlocic court concluded that "[i]t appears certain that more extensive discovery would show more extensive abuse." Id. at *42. 46. Upon information and belief, many of the same plaintiffs' attorneys who
submitted claims in the C~arloek matter nzay have also submitted claims to the Asbestos PI Trust. COUNT ONE 47. Plaintiffs hereby incorporate and restate paragraphs 1 through 46 of the
Complaint as if same were set forth herein at length. 48. The Settlement Agreement gives Plaintiffs valuable audit rights ~~nd P1;NnC and
T~IAN have breached the Settlement Agreement by failing or refusing to allow Plaintif'f's to exercise their audit rights unless Plaintiffs agree to additional conditions beyond those required by the Settlement Agreement and which would render any audit meaningless. 49. Plaintiffs' audit rights are a valuable and material element of the consideration
which they bargained for and received in the Settlement Agreement. 50. By imposing additional conditions and limitations beyond piny provided foi in the
Settlement Agreement, PENAL and THAN are preventing Plaintiffs from ca~~lying out annual audits of the payments and distributions by the Asbestos Trust expressly provided for in the Settlement Agreement by conditioning Plaintiffs' exercise of their audit rights on an additional agreement to comply with the ARCA and other limitations, the terms of which are not part of oi
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required by the Settlement Agreement, PENAC and THAN are in breach of the Settlement Agreement. 51. P~NAC and THAN have refused to cooperate with Plaintiffs in the exercise of
their audit rights. 52. PENAC and THAN's refusal to allow Plaintiffs to exercise their audit rights
endangers the integrity of the THAN bankruptcy by making it impossible for Plaintiffs to determine whether the Asbestos PI Tzust is being defrauded. 53. Plaintiffs' audit rights are particular to the Settlement Agreenl~nt, and money
damages are not adequate to protect Plaintiffs' audit rights under the Settlement A~;reernel~t, since in the absence of a meaningful audit Plaintiffs are unable to determine whether claims paid by the Asbestos PI Trust were calculated incorrectly or were fraudulent. 54. Without specific performance of TI-IAN and PENAC's obligations under the
Settlement Agreement regarding Plaintiffs' audit ifights, Plaintiffs will be without a remedy to enforce their audit rights under the Settlement Agreement. COUNT TWO 55. Plaintiffs hereby incorporate and restate paragraphs 1 through 54 of the
Complaint as if same were set forth herein at length. 56. The actions of PENAC and THAN as aforesaid preclude Plaintiffs" ability to
exercise the rights accorded to them in Section 2.4 of the Settlement Agreei~lei~t. 57. The additional conditions and limitations that PENAC and THAN have sought to
impose on Plaintiffs' audit rights prevent Plaintiffs from determining whether any claims submitted to and paid by the Asbestos PI Trust were miscalculated and/or fraudulent, and these additional conditions and limitations are intended to prevent Plaintiffs from obtaining any 13
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evidence of any such miscalculated and/or fraudulent claims submitted to and paid by the Asbestos PI Trust. S8. The actions of PLNAC and TI-IAN constitute a breach of PENAC's agree~~zent to
cooperate with Plaintiffs in obtaining any pertinent information regarding miscalculated and/or fraudulent claims submitted to and paid by the Asbestos PI Trust. S9. As a result of the actions of PENAC and THAN, PlaintifFs have been unable to
exercise the rights accorded to them by Section 2.4 of the Settlement Agreement and, as a result Plaintiffs have been and will continue to be damaged. COUNT THR~~ 60. Plaintiffs hereby incorporate and restate paragraphs ] thloug11 59 of the
Complaint as if same were set forth herein at length. 61. The actions of PENAC and THAN as aforesaid constitute a breach of the
Settlement Agreement and have denied and are continuing to deny Plaintiffs the benefit of valuable and material consideration bargained and provided for in the Settlement Agreement. 62. As a result of the breaches of the Settlement Agreement by PL:NAC and TI-1AN,
Plaintififs have been and continue to be damaged. COUNT FOUR 63. Plaintiffs hereby incorporate and restate paraglaphs 1 through 62 of tl~e
Complaint as if same were set forth herein at length. 64. There is an actual and justiciable controversy regarding the nature and extent of
Plaintiffs' audit rights under the Settlement Agreement.
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65.
As set forth herein, PENAC and THAN have breached and continue to breach the
Settlement Agreement by conditioning Plaintiffs' exercise of their audit rights nn certain additional limitation and terms not agreed to by Plaintiffs. 66. The controversy regarding the nature and extent of Plaintiffs' audit rights under
the Settlement Agreement is immediate and warrants judicial intervention and declaratory relief in order to determine the nature and extent of Plaintiffs' audit rights.
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WIIER~FORE,Plaintiffs request that this Court: (1) Enter judgment in favor of Plaintiffs declaring and determining; the nature and
extent of Plaintiffs' audit rights, enforcing those rights, and directing PEN~1C and THAN to permit Plaintiffs' annual audits to proceed; (2) Enter judgment in favor of Plaintiffs declaring and detern7iiling that PENAC and
TI -IAN have breached the Settlement Agreement, and that Plaintiffs are, therefore, relieved of any further obligations under the Settlement Agreement; (3) Enter judgment in favor of Plaintiffs awarding Plaintiffs damages in an amount to
be determizzed at trial; (4) costs; and/or (5) Enter judgment in favor of Plaintiffs awarding Plaintiffs such other az~d fi~riher Enter judgment in favor of Plaintiffs awarding Plaintiffs' attorney Tees and suit
relief as maybe be deemed by the Court to be appropriate. Dated: New York, New York March 3, 2014 Respectfully submitted, 1IARDIN KUNDI,A MCKEON & POLE'TTO, I'.A. /s/ Steven P. Murray, Esc Steven P. Murray, Esq. 110 William Street, 25~h floor New York, NY 10038 Phone: (2l 2)57l -O 111 John S. Favate, ~,sq. Henry T. M. LeFcvre-Snee, ]~SC~, 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 [[~
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Plaintiffs, AIU Atio~eys for Amesican Col~zpany, Inst~rcrnce Co~nperny, Assurance Home Insu~ance Fige 13iNnzin~ham Company of Pen~~syl>>anicr, Granite State Insu~ante Company, Lexington Insurance Company, cind Nat~ioncrl Union Fige Insurance Company qf~ Pittsbu~gh, Pa.
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EXHIBIT A
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UNITED STATF,S BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------- x

In re: T H AGRICULTURE &NUTRITION, L.L.C., Debtor. ----------------------------------------------------------------- x ORDER PURSUANT TO FED. R. BANKR. P. 9019 AND l 1 U.S.C. 105(a) APPROVING THE SETTLEMENT AGREEMENT AND MUTUAL RELEASE BETWEEN THE DEBTOR,PHILIPS ELECTRONICS NORTH AMERICA CORPORATION AND THC AIG MEMBER COMPANIES Upon the motion dated April l6, 2009 (the "~p~~oval Motion") for Order, T I-i Agriculture &Nutrition, L.L.C., as debtor and debtor in possession (the "Debtor") seeking; approval, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure (the `Ban]<ruptcy Rules"), I 1 U.S.C. 105(a) and other applicable sections of title 1 1 of the [lnited States Code, 1 1 U.S.C. ~ 101 et sue. (the `Banlauptcv Code"), of that certain Settlement ngi~eement and Mutual Release between and among (a) THAN, as further defined in the Settlement Agreement "PENAL"), and (c) the and Mutual Release;(b) Philips Electronics North America Corporation( AIG Member Companies, to which the Parties agreed on or about April 15, 2009 (t11e "Settlement A reement");~ and the Court having determined that the relief requested in the Approval Motion is in the best interest of the Debtor, its estate, and its creditors; and it appearing that notice of the Approval Motion was good and sufficient under the particular circumstances, ' Chapter 1 1 Case No. 08-1692(REG)
Capitalized terms used defined herein shall have the meanings ascribed thereto in the Settlement Agreement.
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and no further or other notice need be given; and upon the record herein; and after due deliberation thereon; and good cause appearing therefor, it is ORDERED that the App~oval Motion is granted; and it is further ORDERED that the Settlement Agreement, in the form annexed hereto as Exhibit A is approved; and it is further ORDERED that the AIG Member Companies, subject to the terms of the Settlement Agreement, are entitled to: (a) all of the benefits of being designated in the Confirmation Order as settling asbestos insurance entities, and (b) the protections provided by such designation and treatment without further order of this Court; and it is further ORDERED that (i) notwithstanding anything to the contrary in this Order, the Approval Motion or the Settlement Agreement, nothing in this Order, the Approval Motion or the Settlement Agreement (including any provision that purports to be preemptory or supervening), shall in any way operate to impair, or have the effect of impairing, in any respect, the Legal, equitable, or contractual rights of those insurers who aie parties to the Stipulation and Agreed Order, dated as of January 28, 2009, which was approved by the Court on February 10, 2009 in its Order Pursuant To Fed. R. Banlcr. P. 9019 Approving The Stipulation And Agreed Order (Dl<t. No. 349 at Ex. A)(the "Insurance Neut~ality Stipulation"); (ii) the rights of such insurers shall be determined under any applicable insurance policies, any applicable insw~ancc settlement agreements, and the Insurance Neutrality Stipulation; (iii) in the event of any conflict between this Order and the Insuiance Neutrality Stipulation, the Insurance Neutrality Stipulation shall govern the rights and obligations of THAN, Reorganized THAN,PENAL, or the Asbestos PI Trust (as applicable), and those insurers who are parties to the ]nsurance Neutrality 2
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Stipulation; and (iv) any finding of fact and/or conclusion of law made by the Court 1leceii~ with respect to whether the Republic insurance policy or coverage obligation has been exhausted or otherwise terminated pursuant to the Settie~nent Agree~r~ent shall not be binding. on any of THAN's or PENAC's insurers who are parties to the Insurance Neutrality Stipulation for any purposes including, without limitation, any pending or future coverage litigation; and it is further ORDERED that.the Aarties are authorized to execute and to deliver any and all required instruments, documents and pape~s and to take any and alf actions reasonably necessary or appropriate to consummate and implement the Settlement Agreement and to perform any and ill obligations contemplated therein; and it is further ORDERCD that this Court shall retain jurisdiction with respect to the implementation of the Settlement Agreement and this Order; and it is further ORDERED that Counsel for the Debtor shall immediately serve a copy of this Approval Order on all parties who have filed a request for notice in this case, all parties to the Settlement Agreement, counsel for any official committees, and the FCR and ale a certificate of service with the Clerl< of the Bankruptcy Court within ten (10) days hereof'.
Dated: May 6, 2009 New York, New York /Robert E. Gerber S UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT A
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SETTLEMENT AGREEMENT AND MUTUAL RELEASE This settlement agreement and mutual release (hereinafter "Settlement Agreement") "THAN", as further ( is entered into between and among TH Agriculture &Nutrition L.L.C. "PENAL", as further defined defined below), Philips Electronics North America Corporation( below), and the AIG Member Companies (as further defined below). A. RECITALS WHEREAS,certain Asbestos-Related Claims (as defined below) have beenbrought, and in the future will be brought, against THAN and/or PENAL seeking damages and other relief for bodily injuries allegedly caused as a result of exposure to asbestos; and WHEREAS,the AIG Member Companies (as defined below) issued certain liability insurance policies to PENAL and certain of its subsidia~ies, including THAN; and WHEREAS,the Parties (as defined below) dispute their respective rights, obligations and responsibilities under the AIG Member Companies' Policies (as defined below) for Asbestos-Related Claims; and WHEREAS, the Parties' dispute is the subject of a pending lawsuit captioned TH .4gricultu~e &Nutrition, L.L.C. v. ACE Property and Cas. Co., et al., No. 02 CH 19037, Circuit Court of Cook County, Illinois, Chancery Division. (the "Coverage Action", as further defined below); and WHEREAS,on November 24, 2008,THAN filed a petition seeking reorganization pursuant to Chapter 1 1 of the United States Bankruptcy Code in the United Stated Bankruptcy Court for the Southeni District of New York, Bankruptcy Petition No.08-14692(R.EG)(the "~ankrupcty Action", as further defined below} and THAN continues to operate its business as a debtor and debtor-in-possession; and WHEREAS,it is the intent of the Parties to enter into a settlement that resolves all of the insurance coverage matters at issue in the Coverage Action and Bankruptcy Action and to have this Settlement Agreement operate as and constitute a complete release of THAN's and PENAC's claims for coverage for Asbestos-Related Claims and Bad Faith Claims against the A1G Parties; and NOW THEREFORE,in consideration of the fore~aing, and in co~~sideration of the mutual considerations, promises, releases, and covenants as set forth below, it is hereby agreed as follows: 1. DEFINIT~UNS As used in this Settlement Agreement and for purposes of this Settlement Agreement only, the follawin~; terms have the following meanings:
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1,1. AIG Member Com anies. "AIG Member Companies" means AIU Insurance Company, American Home Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pa. 1.2. AIG Member Companies' Policies. "AlG Meanber Companies' Policies" means the insurance policies issued to North American Philips Corporation listed on Schedule A, AIG Parties. "AIG Parties" means (a) AIG Member Companies;(b) American 1.3. Inteinatianal Group, Inc.; (c) each of the AIG Member Companies' direct and indirect parents, subsidiaries; affiliates, associated corporations, divisions, holding companies direct and indirect, merged companies, acquired companies, predecessors, successors and assigns, solely in their capacities as such, as of the Execution Date; and (d) the directors, officers, shareholders, agents, representatives, employees, managing agents, principals, and attorneys of each of the foregoing, solely in their capacities as such. I.4. AIG Parties' Policies. "AIG Parties' Policies means any insurance policies issued to THAN and/or PENAC, known or unknown, under which THAN and/ar PENAC are insureds or qualify as insureds, including, but not limited to the AIG Member Companies' Policies listed on Schedule A. 1.5. Asbestos-Related Claim. "Asbestos-Related Claim" means any and all past, present and future Claims, demands, actions (direct oi indirect), suits, proceedings, notices of partial or total responsibility against THAN and/or PENAC, whether presently lcnawn ar unknown, that seek monetary, eompensatary, punitive or statutory damages, declaratory judgment, injunctive relief, equitable relief, medical monitoring, or any other form of relief whatsoever, on account of alleged bodily injury, personal injury, fear of future injury, medical monitoring, mental injury or anguish, emotional distress, shock, sickness, disease, loss of consortium, or any other illness or condition, death, property damage, lass of use of property, or diminution in the value of property, arising from alleged, potential or actual exposure of any type or nature whatsoever to asbestos, an asbestos-containing product, and/or any other substance, product, matter or material in any form or state that contains or is alleged to contain asbestos, either alone or in combination with any other substance. 1.6. Asbestos-Related Mati~nant Claims. "Asbestos-Related Iv~alignant Claims" means any As~iestas-Related Claims that aElege injuries based upon asbestos-related malignant diseases, which include and are not limited to mesotheliotna, lung cancer and other cancers cllims. 1.7. Bad Faith Chaim. "Bad Faith Clain" means any and all past, present and future Claims, demands, actions, direct. actions, suits and proceedings by FENAC, THAN and/or anyone claiming rights derivative of PENAC and/or THAN, whether presently known or unknown, for bad faith, extra-contractual damages, violation of an alleged duty of good faith and fair dealing, unfair trade practices, unfair settlement practices or comparable statutory Claim based in any way an acts ar omissions or alleged acts or omissions of the AIG Parties with rebard to Asbestos-Related Claims, based upon conduct before tl~e Execution Date. 1.8. Bankruptcy Action, "Bankruptcy Action" means the Chapter 11 case styled In re TH .4gricttlture & Nzrtrition, L.L.C. commenced by THAN on November 24, 2008, in the Z
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United States F3ankniptcy Court for the Southern District of New York, Case No. Q8-14692 (REG),seeking relief under the Bankruptcy Code(including Section 524(g) thereofj. 1.9. Bankruptcy Code. "Bankruptcy. Code" means Titie 11 of the United States
Cade, 11 U.S.C. 101, et seq. 1.10. Bankruptcy Court. "Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of New York, including any court to which tl~e Bankruptcy Action is referred pursuant to 28 U.S.C. 157 and the United States District Court far the Southern District of New York with respect to any proceeding or portion of the Bankn~ptcy Action as to which it has withdrawn the reference or shall have sole authority to enter a final order or judgment or to grant any other relief. Business Day. "Business Day" means any day that is not a Saturday, Sunday or federal holiday in the United States of America. 1.12. Claim. "Claim" nneans any of the following:(a)"claim" as that term is defined in Section 101(5) of the Bankruptcy Code; (b) "demand" as that term is defrned in Section 524(8)(5) of the Bankruptcy Cade; or (e) any and all past, present, future or potential known or unknown claims, demands, losses, suits, payment obligations, adjustments, executions, offsets, actions, causes of action, costs, defenses, debts, sums of money, assertions of rights, accounts, reckonings, bills, bonds, covenants, contracts, controversies, agreements, promises, expenses (including without limitation court costs and attorneys' fees), requests for relief of any kind, statutory or regulatory obligations,judgments ar any liabilities of any nature whaCsoever, known or unknown, anticipated or unanticipated, fixed or contingent, mah~red or un-matured, accrued or un-accrued, whether in law, equity, civil or criminal, whether sounding in tort, contract, equity, nuisance, trespass, negligence or strict liability, and which have been or may be asserted by or on behalf of any Person, including without limitation any cross-claim, counterclaim, third-party claim, right, request, suit, lawsuit, including show-cause orders, administrative orders or demands far proceedings of any kind, notice), arbitration, cause of action or order, and including any claims or demands for or relating to bad faith or extra-contractual damages, whether formal or informal. 1.13. Claimant."Claimant'shall mean any individual or entity asserting a Claim. 1,14. Confirmation Qrder. "Confirmation Order" means an order of the United States District Court for the Southern District of New York confirming the Plan pursuant to Section 1129 of the Bankruptcy Code or affirming an order of the Bankruptcy Court can~rming the Plan pursuant to Section 1129 of tl~.e Bankruptcy Code. The term "Confirmation Order" refers to a final order, meaning that the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and no appeal, petition far certiorari or other proceedings for reargument or rehearing is pending. 1.15. Covera~~e Action. "Coverage Action" means the lawsuit captio~led TH Agriculture & Nutritio~~, L.L.C. v. ACE Property and Cas. Co., et al., No. 02 CH 19037, Circuit Court of Cook County, Illinois, Chancery Division in which THAN seeks an adjudication of its rights, if any, to coverage for the Asbestos-Related Claims under insurance policies issued by a number of its insurance carriers, including, but not limited to, the AIG Member Companies.
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1.16. Execution Date. "Execution Date" means the date the last signature of all Parties is affixed to this Settlement Agreement. 1.17. FCR. "FCR" means any representative appointed by the Bankruptcy Court in the Bankruptcy Action pursuant to Section 524(g)(4)(B)(i) ofthe Bankruptcy Gode. 1,18. Parties. "Parties" means PENAC and/or THAN and the AIG Parties. "Party" means either PENAC,TF-~AN or the AIG Parties. 1.19. PENAL. "PENAL" means Philips Electronics North America Corporation, all of its corporate predecessors, successors and assigns, ail of its former or current corporate parents, subsidiaries and affiliates, and the respective officers, directors, agents and empioy~es of each of
the foregoing. 1.20. Person. "Person" means an individual, corporation, partnership, proprietorship, association, trust or any other entity or organization, any federal, state or local government, any governmental or quasi-governmental body ar political subdivision, or any agency, department, board or instrumentality thereof. 1.21. Plan. "Plan" means any Chapter 11 plan of reorganization filed by'THAN in the Bankruptcy Action (which may be modified from time to time in accordance with the terms thereof. 1.22. Released Claims. "Released Claims" means Asbestos-Related Claims and Bad Faith Claims. 1.23. Section 524(~ZChannelin~ Iniunetion. "Section 524(8) Cha~uieling Injunction" weans an injunction entered in the Bankruptcy Action pursuant to Section 524(8) of the Bankruptcy Code. 1.24. Settlement Amount. "Settlement Amount" means the sums to be paid pursuant to Section 2 of this Settlement Agreement, subject to a maximum aggregate amount of One Hrmdred Twenty-Five Million U.S. Dollars ($125,000,000.00), subject to alt other conditions set forth in Section 2 of the Settlement Agreement and subject to the erosion of the product liability aggregate limits of the AIG Member Companies' Policies due to payment of additional, unrelated and non-released claims that now exist or are made in the future by PENAL and/or T~-IAN. 1.25. Settlement Agreement, "Settlement Agreement' means this Settlement Agreement and Release and any exhibits, schedules and attachments thereto. 1.26. Settling Asbestos Insurance Entity. "Settling Asbestos Insurance entity" means any entity that issued insurance policies to or for the benefit of THAN that provide coverage for an Asbestos-Related Claim or which THAN alleges provide coverage for an Asbestos-Related Claim, which enters into a settlement agreement with THAN and receives the benefit of a Section S24(g) Channeling Injunction.
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1.27. TITAN. "THAN" means TH Agriculture &Nutrition, L.L.C., all of its corporate predecessors, successors and assigns, ali oC its former or current corporate parents, subsidiaries and affiliates, and the respective officers, directors, agents and employees of each of the foregoing. 1.28. Trust. "Trust" means that trust established pursuant to the Plan and Section 524(g)(2)(B) {i) of the Bankruptcy Code.
1.29. Trust A reement. "Trust Agreement" means the agreement governing the establishment, execution and operation of the Trust and the duties, obligations and responsibilities of the trustee in connection with the Trust and arising out of the Bankruptcy Action. As used in this Settlement Agreement, the singular and masculine gender shall 1.30. mean also the plural and feminine ar neutral gender, as may be appropriate. Z. PAYMENT OF THE SETTLEMENT AMOUNT In full and complete settlement of any and all known or unknown, past, present 2.1. or future Released Claims under the AIG Parties' Policies and hereby absolving, discharging and terminating any and all duties or responsibilities of the AEG Parties to THAN and PENAL with regard to the Released Claims, the AIG Member Companies shall reimburse PENAL the Settlement Annount {as defined herein}, The Settlement Amount under this Settlement Agreement is payable to PENAL as follows: a. Within sixty (60) days of entry of the Confirmation Clydar, the AIG Member Companies shall pay to PENAL Four Million Dollars ($4,000,000,00), which PENAL and THAN represent constitute a goodfaith compromise of the past cast amounts incurred by P~NAC and/or THAN far Asbestos-Related Claims. The AIG Meanber Companies $4,000,400.Oa payment shall be subject to the quarterly caps set forth at Section 2(d) below. Within sixty (60) days of entry of the Can~rmation Order, the AIG Member Companies shall be entitled to review and/or audit the files of FENAC's and THAN's defense counsel in the AsbestosRelated Claims concerning the past cost amounts at issue. The AIG Member Companies shall pay to PENAL an agreed percentage of each dollar paid by the Trust to a Claimant for Asbestos-Related Malignant Claims, with the A1G Member Companies' percentage share billable incrementally, each time the Trust pays an aggregate of $2Q million in Asbestos-Related Malignant Claims. The total Settlement Amount shall in no event exceed an aggregate of One Hundred and Twenty-Five Million L1.S. Dollars ($125,OQO,Q40.00). The incremental payments shall be made as follows: i. If the total paid by the Trust for Asbestos-Related Malignant Claims is between $1 and $200 million, the AlG Member Companies shall pay to PENAL Two and Qne-Half Percent (2.5-0) per $2d million paid by the Trust for amounts that exceed $1 but
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are less than X200 million (i.e., $SOQ,000 per $20 million increment) until the AIG Member Companies have paid a total of Five Million Dollars ($5,000,000.00) pursuant to this clause ii. If the total paid by the Trust for Asbestos-Related Malignant Claims is between $200 million and $550 million, the AIG Member Companies shall pay to AENAC Ten Percent (10%) per $20 million paid by the Trust for amounts that exceed $200 million but are less than $550 million (i.e., $2,OOQ,000.00 per $20 million increment) until the AIG Parties have paid a total of Thirty-Five Million Dollars ($35,000,000.00) pursuant to this clause 2.1(b)(ii); and iii. If the total paid by the Trust for Ashestas-Related Malignant
Claims is between $550 million and $1.03 billion, the AIG Member Companies shall pay to PENAC Seventeen Percent(17~0) per $20 million paid by the Tnist for amounts that exceed $ 5S0
million but are less than $1.03 billion (ire., ~~,400,000.00 per $20 million increment) until the AIG Member Companies have paid a total of Eighty-One Million Dollars ($81,0OO,OQ0.00) pursuant to this clause 2.1{b)(iii). c. The AIG Member Companies shall be obligated to make payments to PENAL as specified in this Section 2 subject to a maximum quarterly cap of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00). In no event shall payments made under this Section 2 exceed $1,750,000.00 in any single quarter of a calendar year. 1f the amount the AEG Member Companies would be required to pay in any single quarter is greater than the quarterly cap of $1,750,000.00, the amount that would be due and owing but for the cap in that quarter shall be rolled into and payable in the next quarter, subject only to that quarter's $1,750,040.00 cap. The AIG Member Companies' payment obligation is subject to a maximum annual cap of $7,00O,000. In no event shall payments made under this Section 2 exceed $7,aao,000 in any single annual year.
ct.
~;.
f;
If the amount the AIG Member Companies would be required to pay in any single calendar year is greater than the annual cap of $7,000,000, the amount thak would be due and awing but for the cap in that year shall be rolled into and payable in the next year, subject only to that year's applicable quarterly and annual caps. The AIG Member Companies shall have no payment obligation under this Settlement Agreement until after the issuance of the Confirmation Order and all payments made thereafter shall be subject to the terms of the C~
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Agreement. Once paid, all payments are final and not subject to any other Sections of this Settlement Agreement.
h. The AIG Member Companies shall have no obligation to reimburse PENAC for any payments the Trust makes for payment of any asbestos claimant alleging non-malignant injuries, nor any obligation to reimburse PENAC for any administrative casts associated with the processing or handling of claims. The AIG Member Companies shall make required payments within sixty (60) days after receiving an invoice from PENAC demonstrating that the Trust has actually paid sufficient amounts to trigger the AIG Member Companies' ~~~~~~~~~~~~to make payment to PENAL under this Section 2. 2.2. The invoice provided to the AIG Parties shall specify the liquidation values of the Claims, payments made by the Trust, the calculation of the amount the AIG Member Companies would be required to pay absent a cap, the amount the AIG Member Companies are required to pay accounting for the cap, and describe the basis for the calculation, showing any rollover calculations that may be appropriate under Section 2.1(d). The AIG Member Companies recognize that Claims may be liquidated during the period of the invoice but not accounted far in the invoice and that such Claims may be submitted in subsequent invoices. 2.3. The AIG Member Companies shall have the rigl~t to audit payments atad distributions made by the Trust at their awn expense, no more than once per year. ~3efore conducting any audit, AIG shall agree to keep all information confidential and shall further agree not to utilize any information for anything other than to assess whether the Tnist in fact made payments to the claimants as set forth in the quarterly reports. 2.4. The AIG Member Companies shall nat be entitled to challenge ar question the payments or distributions of the Trust, nor shall they be entitled to challenge or to question their obligations to make payments pursuant to the terms and conditions of this Settlement Agreement, or to offset, take credit against or otherwise withhold any such payments based on any claim that the Tn~st or its trustee{s) {the "Trustee(s) ") did not properly incur expenses or did not properly according Trust's procedures, or otherwise, with two exceptions: liquidate Claims to the a. If the AIG Member Connpanies determine based on their review and/or audit that payments made by the Tnist to asbestos claimants alleging malignant injuries and used as the basis for calculating tl~e percentage share to be paid by the AIG Member Companies or rollover amounts, all as provided in Section 2.1, were miscalculated due to an accounting error, the AIG Member Companies may bring such accounting error to the attention of the Trustees) and request that the Trustees) review the matter and, if the Trustees) agree that there has been an accounting error, the AIG Member Companies will be credited the amount of any overpayment by the AIG Member Companies resulting from the accounting error and apply such credit toward the AIG Member Companies' obligations to make payments under this Settlement Agreement without, however, reducing the AIG Member Companies' overall obligation to pay the Settlement Amount, as provided in Section 2.1, PENAL agrees to 7
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cooperate with the AIG Member Companies in obtaining any pertinent information. b. If the AIG Member Companies have reason to believe that any of the Claims submitted to and paid by the Trust were fraudulent, i.e. were based on intentionally false information that was material to the allowance of the Claims, such that the Trust was defrauded and has a right to recover back payments made on such Claims, the AIG Member Companies may bring such evidence of such fraud to the attention of the Trustees) and request that the Trustees} review the evidence. Further, nathin~ in this Settlement Agreement shall prevent the AIG Member Companies from bringing such evidence to the attention of the Bankntptcy Court and/or to the United States Attorney's Office for the Southern District of New York. If the Trustees) agree that the evidence supports the AIG Member Companies' claim that the Trust has been defrauded and/or warrants fiirther investigation into possible fraud, concludes that it would Ue in the best interest of the Trust to undertake the efforts and incur the ex~7ense required to pursue recovery and/or conduct such further investigation, and ultimately recovers back all or some of the amounts paid toward fraudulent Clams as to which the AIG Member Companies made reimbursement to PENAC, PENAC will credit the AIG Member ~~~~~~~~~~~with the applicable percentage (as provided in Section 2.1(b)) of the recovered amount and apply such credit toward the Parties' obligations to make payments under this Settlement Agreement without, however, reducing the AIG Member Companies overall obligation to pay up to the Settlement, as provided in Section 2.1. PENAC agrees to cooperate with the AIG Member Companies in obtaining any pertinent information.
2.5. Subject to the terms and conditions of this Settlement Agreement and the entry of the Confirmation Order, the Settlement Amount is the total amount the AIG Member Companies are obligated to pay to P~NAC and THAN or any successors of these entities on account of any and all Released Claims under this Settlement Agreement. It is further understood that the Trust will not be assigned (or otherwise be given access to) the AIG Member Companies' Policies and thus the AIG Member Companies will not be required to pay the Trust anything in connection with the Released Claims. Accordingly, under no circumstance will THAN or P~NAC seek to obligate any AIG Party to make any additionaE payment to any Person or seek reimbursement from an AIG Party in connection with any Claim submitted to the Trust that is a Released Claim, including, but not limited to, amounts allegedly owed to THAN or AENAC for pre-petition amounts. The Parties agree that all monies paid by the AIG Member Companies pursuant to this Settlement Agreement shall pra~erly erode the products liability aggregate limits of the AIG Member Companies' Policies and the Parties shall treat the product Iiabiliry limits of the AIG Member Companies' Policies as impaired by the amounts paid by the AIG Member Companies to PENAC pursuant to Section 2.1, as such amounts are paid. Any amounts paid by the AIG Member Companies under the product liability hazard of the AIG Member Companies' Policies for additional, unrelated and non-released claims that now exist or are made in the future shall erode the product liability aggregate limits of said Policies as such amounts are paid. Payments made under this Agreement shall be allocated to the AIG Member Companies' Policies utilizing
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any methodology that the AIG Member Companies deem appropriate so long as (I) such methodology is reasonable,(2) such methodology is generally accepted in the insurance industry, and (3} such allocation is performed reasonably contemporaneous with the making of the payments. 2.6. Time is of the essence with respect to the payment of the Settlement Amount. Except as provided otherwise herein, the payments made by the AIG Member Companies pursuant Hereto shall be made no later than the dates when due, without any set off, counterclaim, diminution or any other deduction; provided however, that if such applicable date is not a Business Day, then such payment shall be made on the next Business Day. 2.7. All payments under this Settlement Agreement are deemed final when made.
3. TERMINATION OF POLICY RIGHTS AND RELEASE 3.1. Upon the approval of this Settlement Agreement by the Bankruptcy Court, and the entry of the Confirmation Order, and in consideration of the execution of this Settlement Agreement by the Parties, THAN and PENAC hereby irrevocably, fully, finally and forever release, remise, extinguish, absolve, and discharge the AIG Parties from any and all past, p~~esent and future obligations, duties or liabilities under the AIG Policies for any and all Released Claims, and any and all rights and/or obligations between the Parties with respect to such Released Claims and the AIG Policies shall be extinguished, terminated and voided as of the Execution Date. It is the intent of the Parties that this Settlement Agreement provide a fu11 asbestos release (products and non-products claims) to the AIG Parties under the AIG Policies. It is further understood by and between the Parties that the Trust, upon its creation, shall have no claim under the AIG Policies since they will not under the Plan be assigned to the Trust. 3.2. THAN and PENAC further agree that from and after the execution Rate, the AIG Parties steal! have no further duties or responsibilities under the AIG Policies in connection with the investigation, servicing, adjusting, settlement, defense, ax indemnification of any Released Claim whether such Released Claim of whatever nature has been reported to the ATG Parties or not. Upon the Execution Date and in consideration of the execution of this Settlement 3.3. Agreement, the AIG Parties hereby irrevocably, fully, finally and forever release, remise, extinguish, absolve, and discharge THAN and P~NAC from any and all past, present and future obligations, duties or liabilities with respect to Released Clainns under the AIG Policies. 3.4. Notwithstanding the foregoing, nothing in this Settlement Agreement shall release, extinguish or affect in any manner the rights and obligations of the Parties under this Settlement Agreement. Further, notwithstanding any other provision of this Settlement Agreement, the releases set forth in this Settlement Agreement do not extend to any insurance policy that is not an AIG Policy or to any portion of an AIG Policy for which a party other than an AIG Party is responsible. 3.5. PENAC and THAN represent that no rights to coverage under the AIG Policies will be assigned to the Trust and thus that the Trust will have no rights to coverage cinder the AIG Policies.
D
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4. ACTIONS INVQLVING THIRD PARTIES 4.1. THAN and PENAL will attempt to minimize the possibility of Asbestos-Related
Claims against the AIG Parties. In furtherance of this obligation, if THAN and PENAL settle with any other insurance company with respect to insurance coverage for Asbestos-Related Claims, THAN and PENAL shall use their best efforts to obtain from each other insurance company settling with THAN and PENAL an agreement not to proceed against the A1G Parties. 4.2. The AIG Parties waive and will not seek to enforce any rights of subrogation, contribution or indemnification they may have with respect to Released Claims in relation to THAN and PENAL and the ATG Policies against: (a) any other insurance company that issued policies to THAN and/or PENAL, provided that such insurer has not sought subrogation, contribution ar indemnification from the AIG Parties based an payments made by such other insurance company to THAN and/or P~NAC; or,(b) any other third party. This Section shall not be construed to impair or impede the AIG Parties' right to make reinsurance claims or pursue reinsurance recoveries arising as a result ofthis Settlement Agreement. 4.3. In the event that the Trust seeks to recover insurance proceeds from the AIG Parties that has been released in this Settlement Agreement and/or any other insurer of THAN and/or PENAL seeks subrogation, contribution or indemnification from the AIG Parties based an payments made by such other insurer to THAN and/or PENAL for Asbestos-Related Claims ar Bad Faith Claims, THAN and PENAL agree to indemnify and hold harmless the AIG Parties far any judgment (including interest attached to a money judgment from which an appeal is taken by THAN and/or PENAL; provided however, that if the AIG Parties elect to appeal from a money judgment, the AIG Parties will be solely responsible for any interest which may be attached to such money judgment} in favor of the Trust or such other insurer; provided, however, that(1)the AIG Parties shall provide THAN and FENAC with prompt notice of any such Claim, (2}
PENAL and THAN shall be permitted to participate in the defense of such Claim, and (3) in no event shall THAN and/or PENAL be required to pay more in the aggregate than amounts paid by the AIG Parties pursuant to this Settlement Agreement. The agreement to indemnify and hold harmless does not extend {i) to legal casts or expenses which may be incurred by the AIG Parties in connection with defending any such claim by the Trust or any other insurer arising out of the payment of Asbestos-Related Claims ar Bad-Faith Claims, or {ii) to any judgment (or portion
thereof entered against the AIG Parties based on the AIG Parties reinsurance obligation to any insurer. 5. COVERAGE ACTION S.l. After the Execution Date, THAN and PENAL shall promptly dismiss without prejudice any claims asserted against the AIG Member Companies in the Coverage Acton. Such dismissal shall be accomplished by filing either (i) a request far dismissal without prejudice, or (ii) a motion for dismissal without prejudice, no later than twenty-one (21) days after the Execution Date. Faliowing the entry of the Confirmation Urder, such dismissal shall be deemed to be with prejudice, and THAN and PENAL shall file and obtain from the court a dismissal with prejudice in favor of the AIG Member Companies as set forth in Section 5.2 below. A copy of this executed dismissal order shalt be forwarded to the AIG Parties in a manner consistent with Section 19 of the Settlement Agreement. TI-~AN and PENAL and the AlG Parties covenant not to sue each other as to any such claims that were dismissed without
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prejudice until the entry of the Confirmation Order, at which time this covenant is superseded by
the releases provided in Section 3, or the date on which the Settlement Agreement is terminated and becomes null and void pursuant to Section 7. This section is not intended to impair, affect, ar modify THAN's or PENAC's rights to sue or to prosecute claims as to any other entity in the Coverage Action or to enforce this Settlement Agreement. Upon the entry of the Confirmation Order, THAN and PENAC shall dismiss 5.2. with prejudice any and all claims asserted against the AIG Member Companies in the Coverage Action. The Parties shall bear their own casts, expenses, and counsel fees in the 5.3. Coverage Action. Nothing herein shall prevent THAN ancUor PENAC from recovering their costs, expenses, and counsel fees in the Coverage Action from any entity other than the AIG Member Companies. 6. BANKRUPTCY The Parties acknowledge that this Settlement Agreement is expressly contingent 6.1. upon the Bankruptcy Court confirming a Plan and entering a Confirmation Order that includes a 524(8) Channeling Injunction pursuant to such section in favor of the AIG C'arties, enjoining all Persons, including the Trust (upon its creation) from filing, prosecuting or otherwise asserting Asbestos-Related Claims and Bad Faith Glaims against the AIG Parties under the AIG Policies, including, but not limited to, and claims by the Trust for insurance coverage or insuJance proceeds and/or claims for subrogation, contribution or indemnification by another insurer of PENAC and/or THAN against the AIG Parties. To the extent that this Section 6 is not satisfied, the Settlement Agreement shall be null and void, and the AIG Member Companies shall not be required to make any payments to PENAC pursuant to Section 2 of this Settlement Agreement, Pursuan# to Section 6.1 above, the Plan and Confirmation Order shall include the 6,2. following sentence: "Notwithstanding any other provision herein ar of the Plan that might be construed to be to the contrary, the Asbestos PI Trust {as defined in the Plan) is hereby prohibited and permanently enjoined from seeking to recover (on its own behalf ar on behAl~ of its beneficiaries) from any Settling Insurer any insurance coverage provided by the Settling Insurer that has been released by THAN or by PENAC pursuant to a settlement agreement including settlement agreements listed in Exhibit G to the Plan." The Parties acknowledge that after the execution of this Settlernent Agreement 6.3. the AIG Member Companies will be designated as Settling Insurers under the Plan and that this Settlement Agreement will be listed in Exhibit G under the Plan. 7. EFFECTIVENESS OF THE SETTLEMENT AGREEMENT AND VOIDABILITY This Settlement Agreement is contingent on the Bankruptcy Court's entering an 7.1. order approving this Settlement Agreement, without any material changes ar additions. Notwithstanding anything in this Settlement Agreement to the contrary, if THAN 7.2. does not obtain the Confirmation Order or the Bankruptcy Action is dismissed for any reason, this Settlement Agreement shall became voidable by any Party.
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7,3.
This Settlement Agreement is contingent on Section 6 above.
8. COOPERATION The Parties shall cooperate to preserve the validity, finality, and enforceability of this Settlemen# Agreement. The Parties shall use their best efforts to resolve and/or to appose any and all efforts or objections to challenge this Settlement Agreement under any pravisian of the Bankruptcy Cade. 9. REPRESENTATIONS AND WARRANTIES 9.1. Each Party represents and warrants that it has full power and authority to enter into and deliver this Settlement Agreement and each individual signing this Settlement Agreement on behalf of a Parry is fully authorized to do so. Each Party represents and warrants that it has not sold, assigned, transferred, 9.2. hypothecated, conveyed or otherwise disposed of any claim, demand or right surrendered by virtue of this Settlement Agreement. THAN and PENAC represent and warrant that they shall not provide to any 9.3. other Settling Asbestos Insurance Entity injunctive protection against future Asbestos-Related Claims and Bad Faith Claims that is broader than the injunctive protection provided to the AIG Parties pursuant to this Settlement Agreement, provided, however, that if such injunction offers broader protection, such broader protection will be provided to the AIG Parties. 9.4. THAN and PENAC represent and warrant that they have not and shall not afford to any other Settling Asbestos Insurance Entity with a similarly structured settlement and release, a release that is broader than the release afforded to the AIG Parties under this Settlement Agreement, provided, however, that if such release offers broader terms, such broader terms will be provided to the AIG Parties. 9.5. THAN and PENAL represent and warrant that they are not aware of any product liability claims, other than the Asbestos-Related Claims and Bad Faith Claims, against THAN and/or PENAL, that would currently or in the future impair the aggregate limits of the AIG Parties' Policies that are being released under this Settlement Agreement. 9.6. This Settlement Agreement is valid, enforceable in accordance wiEh its terms And binding when signed and delivered, provided that the Bankruptcy Court approves this Settlement Agreement and satisfies the requirements of Section 6 of the Settlement Agreement. 9.7. Each Party hereby waives the Perms and provisions of any statute, n~le or doctrine of commo~~ law which eitb.er:(a) narrowly construes releases purporting by their teams to release Glaims (inciudin~ Claims made at any time in the future) in whole or in part based upon, arising from ar related to such acts, omissions, matters, causes or things; or,(b) restricts or prohibits the releasing of such Claims (including future Claims). 9.8. The AIG Member Companies represent and warrant that they are not aware of any general liability insurance policy and/or products liability insurance policy issued to PENAL 12
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and/or THAN prior to 19$6 that is not. listed ~n Schedule A to this Settlemenk Agreement and further represent and warrant that they have conducted a diligent search for such policies. 10. DISCLOSURES AND CONFIDENTIALITY PREVISION 10.1. Each Party agrees that all matters relating to the negotiation of this Settlement Agreement shall be confidential and are not to be disclosed except by order of a court of
competent jurisdiction or by written agreement of the Parties except to the extent that disclosure of matters relating to the negotiation of this matter is necessary in connection wikl~ obtaining the Confirmation Order or court approval of this Settlement Agreement in the Bankruptcy Action. 10.2. In the event that a private litigant, by way of document request, interrogatory, subpoena or questioning at deposition, trial or other proceeding attempts to compel disclosure of anything protected under this Settlement Agreement, the Party from whom disclosure is sought shall decline to provide the requested information on the ground that this Settlerraent Agreement prevents such disclosure. In the event that such private litigant seeks an order from any court or governmental body to compel such disclosure, or in the event that a court, government official, or governmental body (other than the Internal Revenue Service or khe Securities and Exchange Commission) requests or requires disclosure of anything protected under this Settlement Agreement, the Party from whom disclosure is sought shall immediately give written notice by facsimile or hand-delivery to the other Party and shall immediately provide copies of all notice papers, orders, requests or other documents in order to allow the other Party to take such ptotective steps as may be appropriate. Notice shall be made to the Persons identified in this Settlement Agreement. 14.3. Material protected under this Settlement Agreement shall be deemed to fall within tl~e protection afforded to compromises and offers to compromise by Rule ~Q8 of the Federal Rules of Evidence and similar provisions of state law or state court Hiles. IQ.4. Nothing in this Settlement Agreement shall prevent any Party from disclosing ar releasing information regarding the negotiation of this Settlement Agreement in any form and at any time after the Execution Date to: (a) reinsurers or retrocessionaires of the AIG Member Companies directly or through intermediaries;(b) outside auditors, attorneys or accountants of the Parties; (c} to the extent required by law, including, to the extent applicable, to the Internal Revenue Service, the Securities and Exchange Commission, or other United States or other gaverrarnental authority that properly requires disclosure by a Party; {d) to the extent and in any form that such information is required to be disclosed or released to satisfy reporting requirements imposed by law, including any Federal securities laws; and, (e) as necessary in connection with the Bankruptcy Aetian.
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t 1. NO ADMISSION This Settlement Agreement is intended to be and is a commercial accommodation between the Parties. Nothing in this Settlement Agreement, ar in the payment or receipt of the Settlement Amount, shall be construed as an admission by any Party of liability or any duties, rights or obligations under the AIG Policies. Nothing in this Settlement Agreement shall be construed as signifying acquiescence in, admission of or acceptance by any Party of another Farty'stnsurance policy interpretations or insurance coverage positions, whether asserted an the Coverage Action or otherwise. Nothing in this Settlement Agreement shall be deemed to constitute a waiver or estoppel of any right of the Parties to assert any claim or defense far any matters not covered by this Settlement Agreement. 12. AGREEMENT INADMISSIBLE This Settlement Agreement may not be used against the Parties outside the scope of this Settlement Agreement, Any evidence of the terms, negotiations or discussions associated with this Settlement Agreement shall be inadmissible in any action or proceeding for purposes of establishing any rights, duties or obligations of the Parties, except in:(a) an action or proceeding to enforce the terms of this Settlement Agreement;(b} any possible action or proceeding between the AIG Member Companies and any of their reinsurers; or (c} the Bankruptcy Actian. This Settlement Agreement shall not be used as evidence in any manner in any court or tribunal to create, prove or interpret the Parties' obligations under any AIG Policy or to any other Person, 13. CONSTRUCTION Parties of equal bargaining power negotiated this Settlement Agreement at arm's length. Each Party represents and warrants that:(a) it has been represented by independent legal counsel with respect to the negotiation of this Settlement Agreement; (b) it has been advised by legal counsel as to its respective rights and obligations under this Settlement Agreement; and,(c) it has participated in the review and drafting of this Settlement Agreement, No construction of the terms yr effect of this Settlement Agreement shall be made far or against any Party on the basis of such Party's status as an insurer or insured or as principal drafter hereof, regardless of whether it or any part of it may be deerrted ambiguous. 14. NO BENEFIT TO THIRA PARTIES This Settlement Agreement shall not confer any rights or benefits upon any Person other than tine Parties and. their respective successors and permitted assigns. Na Persons except the Parties are entitled to claim any rights under this Settlement Agreement wiietlier as a third party beneficiary ar otherwise. 1S. BINDING EFFECT This Settlement Agreement shall be binding upon and inure to the benefit of only the Parties and their respective successors and permitted assigns.
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lb. AMENDMENT This Settlement Agreement may not be amended, altered or modified except by a written amendment duly executed by the original Parties or their successors or assigns. 17. ASSIGNMENT This Settlement Agreement and all obligations set forth herein shalt be binding an the Parties hereto and their successors and assigns, provided that this Settlement Agreement may not
be assigned to a third party without the written consent of all Parties hereto,. and such co~~sent shalt not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Settlement Agreement may be assigned to a third party without consent if such third party acquires all or a substantial portion of the stock or assets of the assigning Party (whether by merger, stock purchase, asset purchase or othervvise), provided further that: (a) no expansion of the obligations of the Parties shall result from such assignment; and, {b) the assigning Party shall provide reasonable notice to the other Party hereto of such assignment. 18. GOVERNING LAW The interpretation of this Settlement Agreement shall be governed by and construed in accordance with New Yark law, l9. NOTYCES Unless another person is designated in writing for receipt of notices hereunder, notices to the respective Parties shall be sent to the following persons. All notices shall be seek via certified mail with return receipt requested, overnight courier or by fax with confirmation of receipt and shall be deemed effective upon receipt. Electronic mail addresses are provided below far the convenience of the Parties; however, notice by electronic mail alone shall not be sufficient for compliance with this section. For THAN: Joseph L. Wolf, Jr. President TH Agriculture &Nutrition, L.L.C. 250 West 57th Street, Suite 901 New York, NY 10019 Phone: (212} 710-0507 Fax: (212)710-OS01 ~~~~~~
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Kenneth H. Frenchman, ~sq. Dickstein Shapiro LLP

1 177 Avenue of the Americas New York, New York 10036 Phone: 212.277.6500 Fax: 2l 2.277.6501 E-mail: frenchmank@dicksteinshapiro.com For PENAC: Joseph Innamorati, Esq. Senior Vice President, Chief Legal Officer Philips Electronics North America Corporation Corporate Law Department 3040 Mi~auteman Road Building One, MS 109 Andover, MA 01810 Phone: 978.659.4636
Fax: 978.8Sb.3512 E-mail: joseph.innamorati@philips.com AND Garrard R. Beeney, Esq. Sullivan &Cromwell L~,P 12S Broad Street New Yark, NY 10004-2x98 Phone: 212.558.3737 Fax: 212.SS8.3588 E-mail: Beeneyg@sullcrom.com Fox the AIG Member Comvanies: Timothy R. Dingilian, Esq.
Kristen M. Cassidy, Esq. Jackson &Campbell, F.C. One Lafayette Centre 300 Sauth Tower 1 120-20th Street, N.W, Washington, District of Columbia 20036 Phone: 202.457.1b64 Phone: 202.457.1636 Fax: 202.457.1678 E-mail: TDingi(ian@jackscamp.cam E-mail: KCassidy@jackscamp.cam `~
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Patrick DiCaprio Asbestos Department Commercial Insurance, a division of AlU Holdings 101 Hadsan Street, 29th floor Jersey City, NJ 07302 2Q. NO WAIVER This Settlement Agreement and any related activity shall not be deemed a waiver of any position either Party might otherwise assert in any context. Neither the waiver of a Party hereto of a breach of or a default under any of the provisions of this Settlement Agreement, nor the failure of a Party, on one or more accasians, to enforce any of the provisions of this Settlement Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, ar as a waiver of any such provisions, rights or privileges hereunder. 21. EXECUTION AND EFFECTIVE DATES 21.1. This Settlement Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same
instrument.
21.2. This Settlement Agreement shall be effective and enforceable as of the Execution Date, provided that the Bankruptcy Court approves this Settlement A~re~ment and satisfies the requirements of Section 6 of the Settlement Agreement. 22. HEADINGS The section headings in this Settlement Agreement are for convenience and not part of tha substance of this Settlement Agreement.
1?
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IN WXTNESS WIIEREUF, the Parkies, by their duly authorized representatives, have caused this Settlement Agecement to b~ dsrly executed Fis ofthe dttte set forth ~wiifih the r~;spective signatures below, TH Agriculture &Nutrition, L.L.C. gy; Titl .
Date:
I I~~ s~~e,~ f
~``/ ~ ~~U
Gy,~~
Philips Electronics Narkh America Corporation
By:
Title: Date:
AIG Domestic Claims, Tnc., an behalf of the AYG Parties, as defined in Secrio~ X.,3 hereto.
By:
Title: Aate:
i f3
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IN WITNESS WHEREOF, the Parties, by their duly authorized repr~seiitatives, have caused this Settlement Agreement to be duly executed as of the date set forth with tfie respective signatures below.
TH Agriculture &Nutrition, L.L.C.
Title: Date:
Philips Electronics North America Corporation
Title: Date:
JOSEPH E. NAMQRATI SEN10R Vl E Pfi~S@ENT ~'/~ ~ G ~~', ~`T
~`~Y'"v,J~ ~',.~'`~~~'G1 ~Cw ~~~'`
AIG Domestic Claims, Inc., on behalf of the AIG Parties, as defined in Section 1.3 hereto.
Title: Date:
1;
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representatives, have iN 1~'TTNGSS VVFtElZE(JF, the parties, by lhcir dull authorized forth with the respective set da~~ tike as of caused ttus Settlement A~;reemcnt to be duly executed si~nxatures below, T}~ Agriculture & ~lutrition, L.L.(~.
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Philips EJ.ectr~zucs i~torth America Corparatian
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AEG Uo~riestic Ciairns, inc., on hehalt~ of the AtG Patties, ~s defined' ctian 1.3 hereto.
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Schedule A
AIU A111 AIIJ A!U AIU AIU AtU American Home American Moore American Home American Home American Wome Birmin ham Fire Birmin ham Fire Granite State GrAnite State Granite State Granite State Granite State C,ranite State Granite State Granite State Granite State Granite State Granite State Lexin ton Lexin ton Lexin ton Lexington Lexin ton Lexin tan Lexin ton Lexin ton Lexin ton NationaE Unian National Unian National Union National Union National Union National Union National Union 75-100659 75-1011 Ib 75-102421 75-102631 75-102185 75-103051 75-103875 C~ 355776 CE 356559 CE 357721 CE 2692153 CE 3380269 SE 607 348 S~ 6073367 SCLD 80-932$6 6178-0423 6179-I4b6 6179-]467 64$0-5024 6480-5025 64$1-52t 1 6481-5212 6482-6~a5 b4A3-5659 6484-583b GC 402757 GC 403132 GG 403152 GC 403373 CE 55041 15 CE SSOa7Q5 CE 5503335 C~ 5506371 C~ 5510423 1228595 1229475 1229701 1229702 9782293 9910340 4602929 July 1, 1978 July t, 1979 Jui I, 1980 Jul I, 1981 Jul 1, 1982 July 1, 1983 Jui I, 1984 Mardi 31, 19b9 December 31, 1969 December 31, 1970 December 31, 1971 December 31, 1972 July t, 1977 Jul t, 1978 Jul i, 1977 Jul 1, 1978 July i, 1979 Jul i, 1979 Jul 1, 1980 July 1, 1980 July 1, 1981 Jul 1, 1981 July I, 1982 July 1, 19 3 July 1, 1984 Ma 30, 19b9 Octobar 19, 1971 December 31, 1971 December 3l, 1972 December 31, 1973 December 3I , t 974 December 31, 1975 Ju1 I, 1977 ~ Jul I, 1978 Jul 1, 1977 Jul 29, 1977 Jul 1, 1978 Jul 1, 1478 Jul 1, 1979 Jul 1, 1980 July 1, 1981 July I, 1979 Juty I, 1980 Jul I, 1)81 Jul 1, 1982 Jul 1, 1)83 Jul 1, 1)84 Jul 1, 1985 December 31, 1969 December 31, 1970 December 31, 1971 December 31, 1972 December 31, 1973 July 1, 1978 Jul 1, 1979 Jul 1, 1978 July 1, 1979 July 1, 198Q Jul 1, 19 0 July 1, 19$1 Ju! 1, 19$1 Ju! 1, 19&2 Jul 1, 1982 July 1, 1983 J~ 1, 1984 Juty 1, 1985 December 31, 1972 Qecember 31, 1972 December 31, 1972 December 31, 1973 December 31, 1974 December 3I, 1975 July 1, lS)77 Juf 1, 19713 Jul 1, 1979 Jul I, 1978 ~~~~~ 1, 197$ Jul (, 1979 July 1, 1979 July 1, 1980 July 1, 1981 July I, 19$2
DUCSNY-3S7698v04
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HARDIN KUNllLA MCK~ON & POLETTO,P.A. Steven P. Mun~ay, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys ,fog Plaintiffs, AIU Insurance Company, American Ho~e Assurance Compa~~y, >ham Fige Insu~ante Company of Pennsylvania, Granite Stale Insu~aTZCe Co~npas~y, I3irzing Lexington Insuiante Company, and National Union Fire Insu~ante Company of~Pittsbz~rgh, Per. UNITIi:D STATES BANKRUPTCY COURT FOR TIIE SOUTHERN DTSTRIC'T OF NSW YORK In Re: T II AGRICULTURE &NUTRITION, L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding
DISCLOSURE STATEMENT PURSUANT TO Feu. R. CIV. P. 7.1; Fin. R. BANKR. I'. 7407.1 A1vn S.I).N.Y. BANKR. LoC~1, RULt; 7007.1
The undersigned counsel for AIU INSUItANCr COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held: AIU INSURANCE COMPANY is a wholly-owned subsidiary of Chards International, LLC, formerly AIU Holdings, LLC, whose present name was adopted in 2009. Chards International, LLC, is a wholly-owned subsidiary of American International Group, Inc. ATU
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INSURANCE COMPANY is the parent of Chartis Insurance Company China Limited and Chartis Taiwan Insurance Co., Ltd. Dated: New York, New Yoric March 3, 2014
HARDIN KUNDLA MCK~ON & POLrTTO,P.A. /s/ Steven P. Munav, Esc, Steven P. Murray, Lsq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys fog Plaintiffs, AIU Insurance Company, American Home Assu~ante Cor~~pu~~y, Fire Birmingham Insu~ance Company of Pen~~syl>>a~zicr, Granite State Insurance Co~7~pany, Lexinglo In.sz~rcz~~ce Cnmpc +ny, arrd Na/ioi~al Union Fire In.sz~~~ance Com~~cany ~~~.
~l/lShZll"~,r~l, I~CX.
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HARDIN KUNDLA MCKLON & POI.~TTO, Y.A. Steven P. Mui7ay, Esq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Spring[ield, New Jersey 07081 Phone:(973)912-5222 -Ivnze Assu~ante Canperi~y, Attorneys for Plaintiffs, AIU Insu~ante Company, American I State Insu~a~2ce Co~npcn~y, Grcc~~ite Pennsylvania, I3i~mingha~n Fige Insu~ante Company of Lexington Insurance Company, and National Union fire Insurance Coj~zpany ~fPittsbu~gh, Pa. UNITED STATES BANKRUPTCY COURT FOR THE SOUTI~TRN DISTRICT OF NEW YORK In Re: T I-I AGRICULTURE &NUTRITION, L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 Icon. Robert E. Gerber, Presiding
llISC'LOSURE S'TAT~MENT PURSUANT TO Fin. R. CIV. P. 7.1; FEn. R. BaNt<a. Y. 7007.1 ANll S.D.N.Y. BANKI2. LOCAL RULE 7007.1
The undersigned counsel for AIU INSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held: AIU INSURANCE COMPANY is a wholly-<~wned subsidiary of Chartis International, LLC, formerly AIU Holdings, LLC, whose present name was adopted in 2009. C1lartis International, LLC, is a wholly-owned subsidiary of American International Group, Inc. AIU
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INSURANCE COMPANY is the parent of Chartiis Insurance Company China Limited and Chartis Taiwan Insurance Co., Ltd. Dated: New York, New York March 3, 2014
HARDIN KUNDLA MCKEON & POLETTO,P.A. /s/ Steven P. Muriav, Esq. Steven P. Murray, I sy. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212) 571-0111 John S. Favate, F.sq. Henry T. M. LeFevre-Snee, ~sq. 673 Morris Avenue Springfield, New .icrsey 07081 Phone:(973)912-5222 AIU Attorneys fog Plcairr/iffs, Insura~.ce Company, Ai~~e~iccn~ Home Assurance Company>, Birmingham Insurance Fi~e Company of Pennsylvania, G~ca~zile State Insura~~ce Company, Lexinglo~~ I~sura~~ce Company, and Natiohul Union Fige Insurance Con~~~uny n~~ Pittsbu~gh, Pu.
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IIARDIN KUNDLA MCKI+,ON & POLLTTO,P.A. Steven P. Murray, Esq. 110 William Street, 25`x' Floor New YoiIc, NY 10038 Phone: (212) 571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, ~sq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(97~)912-5222 Attorneys for Plaintiffs, AIU Insurance Company, AmeNican Hone Assurance Cornpa~zy, Bigmingham Pige Insu~ante Conzpa~~y of Pennsylvania, G~~anite State Insurcc~~ce Compern>>, Lexington InsuNance ConZpany, and National Union Fige Insu~ante C'o~n1~any ofPittsbu~gh, Pcr, UNI~I'~I) STA'T~S BANKRUPTCY COURT' FC)R THE SOUTHERN llISTR1CT OF NSW YORK In Re: T H AGRICULTURE &NUTRITION, L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 I-Ion. Robert E. Gerbe~~, Presiding
DISCLOSURI?,S'I'ATEM~NT YUIZSUANT TO FAD. I2. CIV. P. 7.1; FEt~. R. 13~NK[~. I'. 7007.1; AND S.D.N.Y. I3ANKR. LocAL RULE 7007.1
The undersigned counsel for AMERICAN HOME ASSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held. All of the outstanding shares of AMERICAN HOME ASSURANCE COMPANY are held by Chartis U.S., Inc. (formerly known as AIG Commercial Insurance Group, I11C.~, a wholly
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owned subsidiary of Chartis, Inc., itself awholly-awned subsidiary of American International Group, Inc. Dated: New York, New York March 3, 2014
HARDIN KUNDLA MCK~ON & POLrT'TO,P.A. /s/ Steven P. Murra~scl. Steven P. Mui-~~ay, Esq. l 10 William Street, 25`x' Floor New Yorlc, NY 10038 Phone: (212) 57l -O 1 ]1 John S. Favate, Esq. Henry "I'. M. LeFevre-Snee, Esc. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys Insz~~â ce PlcaiMiffs, AIU ,fnr Amesica~~ Con~~pa~y,
Compery, Assur~ayzce Hnrrie Insan~crnce Fire 13irminghu~ Company of Pennsylvania, G~^crnile State Insuiante Cof~~pany, Lea iragto Insurance Company, and National Union Fire Insurance Company of
Pittsbufgh, Pa.
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HARDIN KUNDLA MCKLON & POLETTO,P.A. Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212) 571-0111 John S. I'avate, Esq. Henry T. M. LePevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Alt~~neys fog Plaintiffs, AIU Insurance Company, American Home Assisia ce Company, 13i~minghaj~~ Fige Insr~rance Company of Pennsylvania, G~anise State Insuicr~~ce Cnnz~~an~~, Lexii~g~~on hzsu~once Company, and Ncalio~al Union Fige Insu~once Company ofPitlsbu~~1~, Pa. UNITED STA'T'ES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NrW YORK In Re: T H AGRICULTURE &NUTRITION, L.L.C., ~ Chapter 11 Debtor. Case No, 0~-1 X46)2 Hon. Robert ~. Gerber, Piesiding
I)ISCLOSUI2I+: STATEMENT PURSUANT TO FrD. R. CIV. P. 7.1; FFU. R. BANKR. I'. 7007.16 AND S.D.N.Y. BANKR. LOCAL RU~,1~ 7007.1 The undersigned counsel for AMERICAN H~M~ ASSI7I2A,NCE COMPANY certiCes that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held: All of the outstanding shares of AMERICAN HOME ASSURANCr COMPANY are held by Chards U.S., Inc. (formerly known as AIG Commercial Insurance Group, Inc.), a wholly
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owned subsidiary of Chartis, Inc., itself awholly-owned subsidiary of American International Group, Inc. Dated: New York, New Yorl< March 3, 2014
HARDIN KUNDLA MCKEON & I'OL~TTO,P.A. /s/ Steven P. Murray, Esq. Steven P. Murray, Esq. 110 William Stieet, 25t~' floor New Yorl<, NY 10038 Phone: (212) 571-0111 John S. Favate, Esc{. Henry T. M. LeFevre-Snee, Lsq. 673 Morris Avenue Springfield, New Jersey 0708 Phone:(973) 912-5222 Plcri~~tiTfs, AIU At1o~neys for Ame~~ica Comper~~y, Insur~an~ce Conz~?any, Ass~u~~af~ce Home Insu~ante 1~ire 13i~nzingham Company of Pe~znsylvcanic~, G~cznite State Insurance Con~pat~y, Lei ington InsuNance Company, and Nation~rl Zlnion Fire Insuiante Company of Pittsbu~gh, Pa.
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HARDIN KUNllLA MCKI~ON & POL~TTO,P.A. Steven P. Murray, Esq. 110 Gilliam Street, 25t1i Floor New York, NY 10038 Phone: (212) 571-01 l l John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys for Plaintiffs, AIU Insurarrce Company, American Home Asszuarrce Company, ~3i~min~ha~ Fire Insurance C'o~r~pany of Pennsylvania, Gianite State Insu~ante Com~~any, Lexington Insurance Company, and National Union Fire Insurance Company ofPittsburgh, Pcr. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NSW YORK In Re: T H AURICULTURE &NUTRITION,L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 Hon. Robert ~. Gerber, Presidi~lg
llISCLOSUR~ STATEMENT PURSUANT TO FcD. R. CIV. P. 7.1~ Fr[~. R. 13ANKR. P. 7007.1; AND S.D.N.Y. I3ANK12. LOCAL RULE 7007.1
The undersigned counsel for BIRMINGI3AM FIRE INSURANCE CQMPANY OF P~NNSYLVNIA certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held:
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All of the outstanding shares of BIRMINGHAM FIRS INSURANCE COMPANY OF PENNSYLVNIA are held by American International Group, Inc. Dated: New York, New York March 3, 2Q 14
I-IARllIN KUNDLA MCK~ON & POLF,TTO,P.A. /s/ Steven P. Murrav, Esq. Steven P. Murray, Esq. 110 William Street, 2St1i Floor New Yorlc, NY 10038 Phone: (212) 571-0 l 11 John S. Pavate, Esq. Henry T. M. I_,el;evre-Snee, Tsq, 673 Morris Avenue Springfield, New .lersey 07081. Phone:(973) 912-5222 Attorneys .fog Plaintiffs', ~11U Company, An~.e~icar~ Insurance Cornpa~zy, Home Assirravrce h~su~~rnce Fire Bifi~~inghcim G~caite Pennsylvcr~~ici, Company of Stale Insu~ante Company, Lexingtoiz Insu~once Company, c~nd National Union Fige Insurance Company of Pittsbu~gh, Pa.
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IIARDIN KUNDLA MCKI!~ON & POL~TTO,P.A. Steven P. Murray, Esq. 110 William Street, 25th Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Fsq. Henry T. M. LeFevre-Snee, Esc. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 ante Co~n~any, Attorneys ,for Plaintiffs, AIU Insurance Company, American Home Assuj CoJnp~~y, Insu~ante State G~anite Bigyvringham Fige Insurance Company of Pennsylvania, Lexington Insurance CoJnpany, and National Union Tire Insicrancc Comp~rny ofPittsbu~gh, Pcr. UNITED STATES BANKRUPTCY COURT FOR THL;SOUTHERN 1)ISTRIC'T OF NI;W YORK In Re: T II AURICULTURE &NUTRITION,L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 IIon. Robert E. Uerber, Presiding
DISC'LOSURr STATEMENT PURSUANT TO FLn. R. CIV. 1'. 7.1; FED. R. I3ANKR. P. ~ _~.-7007.1; ~~vn S.D.N.Y. I3ANI<R. LOCAL RUt,I~ 7Q07.1
The undersigned counsel for BIRMINGHAM FIRF, INSURANCE COMPANY OF PENNSYI.VNIA certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held:
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All of the outstanding shares of BIRMINGI-IAM FIlZE INSURANCE COMPANY OF P~NNSYLVNIA are held by American International Group, Inc. Dated: New York, New York March 3, 2014
HARDIN KUNDLA MCKEON & POL~TÌ'O, 1'.A. /s/ Steven P. Murray, Esq, Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212) 571-0111 John S. ~~avate, Esq. Henry Ì~. M. LeFevre-Snee, L;sq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~neys for Plaintiffs, ~IIU Insurance Corrzperny, American Home Assurance Company, Birmingham I'i~e Insurcr~~ee Company of Pe~~r~sylvania, Grcrni/e State Insui~a~~ce Comper~~y, Lexingloi~ h~sinânte Con~p~any, crud National Union Tire Insurance Company of Pittsbu~gh, Pa.
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IARDIN KUNllLA IMCKF,ON & POL~TTO,P.A. Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973) 912=5222 Attorneys foN Plaintiffs, AIU Insurance Company, American Home Assu~a ce CoJnpany, Biizingham Fite Insurance Company of Pennsylvania, Granite State I~.suia~~ce Company, Lexington Insu~ante Cor~~perny, and National Union Fire Insurance Co~n~pany ofPittsbu~~rl~, Pa. +'D STATES BANKRUPTCY COURT UNITL FOR THE SOUTHERN DISTRICT OF NEW YORK In Re: T H AGRICULTURE &NUTRITION, L.L.C., (Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding;
llISCLOSURE S'TATEMEN'T PUI2SUAN'I' TO F[.U. R. CIV. P. 7.1; I+~t~. lt. BAN~srz. P. 7007.1; ANn S.D.N.Y. 13~NKj2. LOCAL IZu[,r; 7007.1 The undersigned counsel for GI2ANIT~ STATE INSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held:
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All outstanding shares of GItANIT~ STATE INSURANCE COMPANY are held by New Hampshire Insurance Company, a member company of American International Ciroup, Inc. Dated: New York, New Yorlc March 3, 2014
HARDIN KUNDLA MCKEON & POL~TTO,1'.A. /s/ Steven Y. MurraX, Esq. Steven P. Murray, Esq. 110 William Street, 2S`~' Floor New Yorlc, NY 10038 Phone: (212) 571-0 l 11 John S. Favate, Esq. Henry T. M. LePevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~ney.s ,foi Plaiti~fs, AIU American Insu~ace C~'o~r~pat~y, Horne Assulcrnee Con~pc~i?v, Birn~ingha~n Fire 1,sr~rcznce Coi~~~any of Pei~n.sylvcznia, Giânite State Irrsu~ânte Company, Lexington Insurance Company, and National Union Fire Insu~ante Company of Pittsburgh, Pa.
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IIAIZDIN KUNllLA MCKEON & YOI..~T'TO, P.A. Steven P. Murray, Esq, 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0l 11 John S. Favate, ~sq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 AttoNneys for Plaintiffs, AIU Insurance Company, AmeNican Home Assurance Co~nperny, I3i~mingha~n Fire Insurance Company of Pennsylvania, Granite State Ii~su~crT~ce Con~pay, Lexington Insurance Company, and National Union Fare Insu~ante Com~a~~y ofPittsbz~~gh, Pci. "TATS BANKRUPTCY COURT UNITED S FOR THE SOUTHTRN DISTRICT OF N~,W YORK In Re: `1 H AGRICULTURE &NUTRITION,L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 IIon. Robert E. Gerber, Presidiu~;
llISCLOSUR~ STATrMF,NT PURSUANT TO Frn. R. CIV. P. 7.1; Fru. R. BANKR. F. 7007.1; A~vD S.D.N.Y. I3~NKR. LOCAL RULE 7007.1 The undersigned counsel for GRANITE STATE INSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held:
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All outstanding shares of GRANITE STATE INSURANCE COMPANY a~e Held by New Hampshire Insurance Company, a member company of American International Gioup, Inc. Dated: New York, New York March 3, 2014
HARDIN KIJNDLA MCKEON & POLETTO,P.A. /s/ Steven P. Murray, Esq. Steven P. Murray, Esq.
110 William Street, 25~~' Floor New Yoik, NY 10038 Phone: (212)571-0111 John S. Favate, ~sq. Henry T. M. LeFevre-Snee, Esq, 673 Morris flvenue Springfield, New Jersey 07081 Phone:(973) 912-5222 AIU Atto~~~eys fog Plaitaffs, ~Ii~7eiicU~~ Company, Ir~sz~~czrrce Con2pa~y, Ho2e ~Issrna~zce li~sur~ahce Fire Bir~ninghan2~ Company of Pennsylvania, G~anise State Insurance Company, Lexington Insurance Company, and National Union Fife Insurance Company ~f Pittsbu~gh, Pa.
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HARDIN KUNl)LA MCKI?,ON & POLETTO,P.A. Steven P. Murray, Esq. 110 William Street, 25`'' Floor New York, NY 10038 Phone: (212) 571-0111 John S. Favate, Esq. Henry 1. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~neys for Plaintiffs, AIU Insurance Company, American Hoene Assuionce Cn~npay>
"C77 ?C~ CO112~7q'1?)~, "C' 112S1dNL7YlC2 ~'OYYl~7ClIZy Of P27ZYlSylVCXYIlCI, ~iY'Cl12lt~ SrCl1G' 112SZ1] ~ll"lYllll~rylCClYI Tll
Lexington Insurance Company, and National Union Fiee Insurance Company ofPittsbi~~gIZ, Pa. UNITED STATES BANKRiJPTCY COURT FOR THE SOUTIIrRN DISTRICT OF NEW YORK In Re: 'I' I-I AURICULTURE &NUTRITION, L.L.L., ~ Chapter 11 Debtor. Lase No. 08-14692 Hon. Robert E. Gerber, Presiding
DISC'LOSUR~ STA~I'LMENT NURSUANT TO F~i~. R. CIV. P. 7.1; Frn. R. 13ANKR. P. 7007.1; AND S.D.N.Y. I3ANKR. LOCAL RIJLL 7007.1
The undersigned counsel for LEXINGTON INSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of'said party, which are publicly held: The outstanding shares of L~XJNGTON INSURANCC COMPANY are held by National Union Fire Insurance Company of Pittsburgh, Pa(70%), The Insuz~ance Company of the State of Pennsylvania (20%), Chartis Property and Casualty Insurance Company (formerly
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known as AIG Casualty Insurance Company (10%), which are wholly owned subsidiaries of American Inter~~ational Group, Inc. Dated: New Yorlc, New Yorlc March 3, 2014 I-IARDIN Ki1NDLA MCKEON & I'OL.ET'TO, P.A. /s/ Steven P. Murray, Esq. Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212) 571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Sizee, Lscl. 673 Morris Avenue Springi:ield, New .Jersey 0708] Phone: O73j 912-5222 Alto~neys for Plaintiffs, AIII Inszr~ance Company, An~eJscan Cn~npany, Home Assu~âce Tire Birminglaan~ Insuionce Co~npczny of Peni~svlvaia, G~~a~vile Slate Insz~rcr~~ce Co~~~pa~~y, Lea:in~Colz Insurance Co~pany, anc~' National Union F'i~e In.suronce Company of~ Pittsbu~gh, Pa.
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HARDIN KUNDLA MCKEON & POLrT'I'O,1'.A. Steven P. Munay, Esq. 110 William Street, 25t~' Floor New Yorlc, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry "t. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys for Plaintiffs, AIU Insu~ante Company, American Home Assu~ante Cozpa~~y, I3i~mzngham Fige Insu~crnce Company of Pennsylvania, Granite State Insurance Company, Lexington Insu~~ance Co~pany, and National Union I'irê Insurance Company ofPittsbztrgh, Pa. UNITED STATES I3ANHIZiIPTCY COURT FOR THE SOUTHERN DISTRICT Ole NI,W YORK In Re: T I-I AGRICULTURE & NU"I'RITION, L.L.C., (Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding
llISC'LOSUI2E STAT~MEN'T PURSUANT 1'O Frl~. R. CIV. 1'. 7.1; Fri. R. BnNKrt._P. 7007.1; ANA) S.D.N.Y. I3nNKli. LOCAL RULE 7007..1_
The unde~signed counsel for LEXINGTON INSURANCE COMPANY certifies that the following are corporate parents, affiliates and/or subsidiaries of said party, which are publicly held: +'XINGTON INSURANCI; COMPANY are held by The outstanding shares of LL National Union Fire Insurance Company of Pittsburgh, Pa(70%), The Insurance Company of the State of Pennsylvania (20%), Chards Property and Casualty Insurance Company (formerly
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known as AIG Casualty Insurance Company (10%), which are wholly owned subsidiaries of American International C'~roup, Inc. Dated: New Yorlc, New York March 3, 2014 HARDIN KIJNDLA MCKF,ON & POLF.T'TO, P.A. /s/ Steven P. MurraX, Esc Steven Y. Murray, ~sq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-011 l John S. Favate, ~sq. Henry T. M. LeFev~~e-Snee, F,sq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys ,fog Plaintiffs, AIU A~rze~icon Insuiante Coi~~pany, Compay, Assurance Ho~e F'i~~e Insz~~crnce Birmii~ghai~~ Con~pczny of I'ei~~~,sylva~~ia, C>>a~ilc
Stale Isur~a~~ce Co7pa~~y, Lexington Inszrrc~i~ce Company, and Nu~iof~al Union Fire Insurance Cnn2perny o~~
Pittsbu~gh, Pcz.
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IIAIZDIN KUNDLA MCKI:ON & I'OLET'TO,P.A. Steven P. Muii~ay, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 AtCorneys for Plazntiffs, AIU Insurance Company, American Home Asszuonce C'oi~zpany, I3iimingham Fige Insurance CoJnpany of Pennsylvania, G~anite .State Insu~~ance Cozpany, Lexington InsuTante Company, and National Union Fire Insu~ante Company ofPittsburgh, Pa. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In Re: T H AGRICULTURE &NUTRITION, L.L.L., ~ Chapter 11 Debtor. Case No. 08-14692 Ho~z. Robert E. Gerber, Presiding
DISCLOSURE S'TAT~MENT PIJRSiJANT T'O Frt~. R. CIV. P. 7.1= F~;n. R. I3ANKR. P. 7007.1; AND S.D.N.Y. BANKR. LocAL RuLr 7007.1
The undersigned counsel for NATIONAL UNION FIRE INSUIZANC~ COMPANY OF PITTSI3URGH~ PA certifies that the following are corporate parents, affiliates and/ar subsidiaries of said party, which are publicly held: All of the outstanding shares of NATIONAL UNION FIRE INSUIZANCF, COMPANY OF PITTSI3UIZGH, PA are held by Chartis U.S., Inc. (formerly known as AIG
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Commeicial Insurance Gioup, Inc.), a wholly owned subsidiary of Chartis, Inc., itself a whollyowned subsidiary of American International Group, Inc. Dated: New York, New Yorlc March 3, 2014 HARDIN KUNDLA MCKI~ON & POL~TTO,I'.A. /s/ Steven P. Murray Esq. Steven P. Murray, Lsq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212)571-0111 John S. Favate, Esq. Henry T. M. LePavre-Snee. Lsc~. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys ,for Plaintiffs, AIU Company, Ai~2e~ican Insurance Company, AssuNance Home Insurance I'i~e Biimi~gham Company of Penf~sylvanica, Gra~~ite State Insurante Conzpaf~y, Le~:iglo~~ h~sz.r~ante Co2pczny, a~~c~ Nalaonal U~zion Fire Isu~ante Coz~~any of Pittsbuigh, Pa.
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HARDIN KUNDI.A MCKI~~ON & POLETTO,P.A. Steven P. Murray, Esq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212) S71-Ol l l John S. Favate, Esq. Hemy T. M. LeFevre-Snee, Lsq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Atto~Heys fog Plaintiffs, AIU Insurance Company, American Home Assurance Co~npa~~y, Big~ningham Fire Insurance Company of Pennsyl>>ania, G~anite State Insznonce C'on~puny, Lexington Insu~ante Company, and National Union Fige Inszr~ante Company ofPittsburgh, Pu. UNITED STATES BANKRUPTCY COURT FOR TI3~ SOUTI3ERN DISTRICT OF NEW Y012K In Re: T H AGRICULTURE &NUTRITION,L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding
DISCLOSURE STAT~M~1~1T PURSUANT 'TO F~v. R. CIV. P. 7.1; I'ru. IZ. BANK12. P. 7007.1 A1vn S.D.N.Y. BANKR. LOCAL RULr 7007.1
The undersigned counsel for NATIONAL UNION FIRE INSURANCC COMPANY OT 1'TTTSBURGH, PA certifies that the following are corporate payeats, a~fi~iliates and/or subsidiaries of said party, which are publicly held: All of the outstanding shares of NATIONAL UNION TIRE INSURANCE COMPANY OF PITTSBURGH, PA are held by Chartis U.S., Inc. (formerly known as AIG
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Commercial Insurance Group, Inc.), a wholly owned subsidiary of Chards, Inc., itself a whollyowned subsidiary of American International Group, Inc. Dated: New York, New York March 3, 2014 HARDIN KTINDLA MCKEON & POL~T'I'O, P.A. /s/ Steven P. Murray, Esq. Steven P. Murray, ~sq. 110 William Street, 25t~' Floor New York, NY 10038 Phone: (212) 571-011 1 John S. Favate, Esc, Henry T. M. LeFevre-S~~ee, Esq, 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys .foi Plaintiffs, AIU Company, Amesic~rn Insurance Cnri~pan~~, Horne Asscnar~ce l~~surcr~~ce >hcan~ Fire 13irmit~~~ Coi~~pany o~~ Pennsylvania, Crra.i~ale State Insurance Co~pu~~y, Lexington Insurance Company, and National Union Fige Insurance Company of Pittsbu~gh, Pa.
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Return Date: Wednesday, Marcf~ 19, 2014 at 9:45 A.M. ~S'C Responsive Papers Due: Wednesday, March 12, 2013
HARDIN KUNDLA MCKF,ON & POLETTO,P.A. Steven P. Murray, Lsq. 110 William Street, 25`x' Floor New Yorlc, NY 10038 Phone: (212) S71-0111 John S. Favate, Esq. Henry "T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 ~lttoiHeys for Plai~ztiff.'s, AIU Insurance Company, Amesicon Home Assa~rai~ce Com~~cry, Bigmingham l~if~e Insu~-crnce Company of Pennsylvania, G~anise State b~sznonce Cn~l~pan~~, Iexington Ins~~once Company, and National Union Fire Insu~ante Company gf'Pittsbuigh, Pa. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In IZe: "I' I I ACJRIC'ULPURE & Nt1"TP~ITION, L.L.C., ~ C1lapter i t Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding
CERTIFICATE OF S~RVICT; OF AIG MEMBER COMPANIES'' MOTION 'TO RI;OP~N CHAPTER 11 CASE PURSl1AN7'TO SrCTION 3S0(b) OF TITLE 11 OF THE UNITED STATES CODS,F~DEItAL RULT OF BANKRUPTCY PROCED[JRI~ SO10, AND LOCAL I3ANKRUP'TCY RULE ~'OR ~THI. SOUTIIEIZN llISTRIC'T OF NSW YORK 5010-1 I, Steven P. Murray, Esq., hereby certify that on this the third day of March 2014 I caused:
' The AIG Member Companies are AIU [nsurance Company, American Rome Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State [nsurance Company, Lexington lnsuiance Company, and National Union Fire Insurance Company of Pittsburgh, Pa.
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1.
Notice of AIG Member Companies' Motion to Reopen Chapter 11 Case Pursua~lt
to Section 2350(b) of the Title I 1 of the United States Code, Federal Rule of Bankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New York SOl 0-1; 2. AIG Member Companies' Motion to Reopen Chapter 11 Case Pursuant to Section
2350(b) of the Title 11 of the United States Code, Federal Rule of Bankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New Yorlc 5010-1; 3. Memorandum of Law in Support of AIG Member Companies' Motion to Reopen
Chapter 11 Case Pursuant to Section 2350(b) of the Title 11 of the United States Code, Federal Rule oCBankruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New York 5010-1; 4. Affidavit of Steven P. Murray in Support of,SIG Member Companies' Motion to
Reopen Chapter 11 Case Pursuant to Section 2350(b) of the Title 11 of the United States Co~~c, Federal Rule of 13az~lcruptcy Procedure 5010, and Local Bankruptcy Rule for the Southern District of New York 5010-1; 5. [Proposed] Order Granting Motion of AIG Member Companies to Reopen
Chapter ll Case; 6. AIU Member Companies' Co~porate Disclosure Statements putsuant to Fed.. R.
Civ.. P. 7.1; Fed. K. Banlcr. P. 7007.1; AND S.D.N.Y. Bani<r. Local R. 70Q7.1; and 7. this Certificate of Service
To be served via Federal Express to the following: KASO WIT7 BF,NSON 7'ORRLS & FRIF.,DMAN LI,P Kenneth ~I. Fr~:nchman, L;sq. 1633 Broadway New York, NY 10019
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Counselfor T HAgriculture &Nutrition, LLC and Philips Electronics Noith America Corpo~ation In addition, I caused the preceding documents to be served via the United States' Fede~~al Judiciary's Electronic Case Filing System to the following counsel of record: Century Indemnity Company, as successor to CCI Insurance Company,as successor to Insurance Company of North America Added: 12/12/2008 (C~ec~ilor) Tancred V. Schiavoni O'Melveny &Myers LLP 7 Times Square represented New York, NY l OQ36 (212) 326-2067 by (212) 326-2061 (I~ax) tschiavoni@omm.com Assigned: 12/12/08 Tancred V. Schiavoni O'Melveny &Myers LLP 7 Times Square represented New Yorl<, NY 10030 (2l2) 326-2067 by (2]2) 326206 L (~'ax) tschiavoni@omm,com Assigned: 12/16/08 John H.13~e Greetit~ei~g 1rauri~, I_.LP Met Life Building 200 Park Avenue represented New York, NY 10166 ~ 212-801-9200 y 212-801-600 (tax) .jlibae~umintz.com Assigned. 12/11/09
Ace Property and Casualty Insurance Company,formerly Cigna Property and Casualty Insurance Company,formerly known as Aetna Insurance Company Added.' 12/16/2008 (C~edi~o~~
American Securities Advisors LLC Added: 08/21/2009 (Financial Advisor)
~Ilen Anthony 314 Slade Street Williamston, NC Added. 12/03/2008 (Unknown) Arrowoad Indemnity C~fmpany Added: 12/16/2008 (Unknown) Ira A. Reid ~`~ker &McKenzie represented 1114 Avenue of the Americas b New York, NY 10036 y (212) 891-3976
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(212) 310-1600 (f'ax) ira.rcid~cr~,bakermcl:e~~zie.com Assrgned,~ 12/I C/08 John A Baden,IV Added: 02/10/2009 (Unknown) Thomas Brown 2128 Caddy Dr. Marrero, LA 70072 Added: 12/22/2008 (Unknown) Brune &Richard,LLP 80 Broad St New York, NY 10004 212-668-1900 Added: 12/10/2009 (Spec. Counsel) Theresa Trzaskoma Brune &Richard, LLP One Battery Park Plaza 34th Floor represented New Yorl<, NY 10004 b (212)668-1900 y (212)668-031 ~ (fax) ttrzaskoma a bruneandrichard.com Assiged: 12/1 U/09
CAD'~ALAllER, WICKEIZSHAM & "TAFT' Added: 04iZ4/2009 (Other Pr~gf.) Certain Mesothelioma Claimints c/o SimmonsCooper LLC Added: 0 /27/2009 (C~editor) Robert W.Phillips SimmonsCooper LLC 707 ~3er1<sllire Blvd. represented East Alton, IL 62024 (618) 259-2222 by (618) 259-2251 (fax) rphillips@simmonscoopei.co~~n Assigned: 04/27/09
Clerk's Office of the U.S. Bankruptcy Court, S.D.N.Y. Added: 07/20/2009 (Unkno~~n) Continental Casualty Company cio Seyfarth Shaw LLP 620 8th Avenue New York, NY 10018 Robert W. Dremlulc represented Seyfat~th Shaw LLP 620 eighth Avenue by New York, NY 10018 L~
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212-218-5500 rdremluk@seyfarth.com Added: 12/02/2008 (C~edzto~) lleceipher, Inc. Added: 08/21/2009 (Other Prof.)
(212)218-5269 (212) 21 K-5526 (fax) rwd1517 a gmail.com Assigned: 12/02/08 John H. Bae Greenberg Traurig, LLP Met Life Building 200 I'arlc Avenue represented New York, NY 1 Q 166 ~ 212-801-9200 y 212-801-6400 (fax) jhbae@mintz:com Assigned: 12/11/09 John H. Bye Ureenberg Traurig, LLP Met Life Building 200 Park Avenue ~Cpresented New York, NY 101 h6 212-801 -9200 y 212-801-6400 (f'ax) jhbae@mintz,co~n Assigned: 12/11/U9 Fred L. Alvarez Walker Wilcox Matousek, LLP 225 W. Washington Street Suite 2400 represented Chicago, IL 6000C h (312) 244-6700 y falverez@wwmlawyers.co~n Assigned: 12/22/08 LEAD ATTORNEI' llavid P. McClain Walker WilcaY Matousek LLP 711 Louisiana Street, Suite #3100 South Tower Pennzoil Place Houston,'I'X 77002 (713)654-8001 (713)654-8818 (fax) dmcclain a~wwmlawyers.com Assigned: 11/26/08
llickstcin Shapiro LLP 1177 Avenue of the Americas New Yoik, NY 10036 212-277-6500 flc~ded: 04/23/2009 (Attorney)
Everest Reinsurance Company Wallcer WIlcox Matousek LLP 711 Louisiana Suite 3100 South "bower Pennzoil Place Houston, TX 77002-2711 dmcclain@wwmlawyers.com Added: 11/26/2008 (Unknown)
rederal Insurance Company Added: 11/26/2008
represented Jacob C. Cohn Gordon &Rees by
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(Infere.sted Parry)
2005 Market Street Suite 2900 Philadelphia, PA 19103 (215)717-4004 (215)693-6650(fax) jcohn@gordonrees.com Assigned: 11/26/08 Constantine Pourakis Stevens &Lee, P.C. 485 Madison Avenue rcpresented New York, NY 10022 (212) 319-8500 by (212} 319-8505 (fax) cp@stevenslee.com Assigned: 12/02/08
Firemen's Fund Insurance Company Added: 12/02/2008 (Intelested Pcrr~ty)
Frank/Gecker LLP,Counsel to Official Committee n#'Unsecured Creditors Added: 04/23/2009 (Atlo~^ney) (~rcenberg Traurig, LLP Greenberg Traurig, LLP 20~ Parlc nvenue New Yorlc, NY 10166 212-801-9200 Added: 04/23/2009 (Attorney) John H. 13ae Greenberg Traurig, LLP Met Life Building 200 Parlc Avenue represented New York, NY l 0160 ~ y 212-801-9200 212-801-6400 (fax) jhbae@mintz.com Assigned: 12/11/09
Hamilton, Rabinovitz &Associates, Inc. Added: 12/01/200 (Other Prof.) Samuel Issacharoff Added: 11/24/2008 (Interested Pasty) Theresa Trzaskoma Brune &Richard, LLP One Battery Park Plaza 34th Floor represented ~ Neer Yorlc, NY 10004 y (212)668-1900 (212)668-0315 (fax) ttrzaskoma@bzuneandrichard.com AssigJZed: 11/24/08 represented 1Vlelissa T. Kurtzman
Kurtzman Carson Consultants LLC
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2335 Alaska Avenue El Segundo, CA 90245 310-823-9000 Added: 12/03/2008 (Claims and Noticing Agent) Howard R. Larsen Added: 01/05/2009 (Unknown)
by
/03/10 Assignec~.~ 02 LEAD ATTORNEY
Jeanette M. Gilbert Motley Rice 28 Bridgeside I~lvd. represented Mt. Pleasant, SC 294(4 843-216-9000 by 843-216-9430 (fax) jgilbert@inotleyrice.com Assigned: 01/05/09 Joseph F Rice Motley Rice LLC 28 Bridgeside Boulevard Mount Pleasant, SL 29464 843-216-9159 843-216-9292(fax) jrice@motleyrice.com Assigned: 01/07/09
Morgan, Lewis & Bockius LLP Added: 04/23/2009 (Attorney)
John H. 13ae Greenberg Traurig, I_,LP Met Life Building 200 Park Avemie represented New York, NY 10166 ~ y 212-801-9200 212-801-C400(fax) jhbae~mintz.com Assigned. 12/11/09 represented by Lawrence Jay Brenner, NY Lllfantac23@aol.com Assi~r72G'U.~ t/I~G2~l/J Bruce J. Zabarauslcas Crowell & Moring LLP 590 Madison Avenue 20th Floor New York, NY 10022 212-223-4000 212-223-4134 (fax) bzabarauskas@crowell.coi~1 7
1VIunich Reinsurance America #%k/a American Re-Insurance Company Added: 01/20/2009 (Unknown)
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Assigned. 01/20/09 Official Committee of Unsecured Creditors of T H Agriculture &Nutrition, L.L.C. Added: 12/08/2008 (Creditor Committee)
Joseph D. Frank FrankGecker LLP 325 North LaSalle Street Suite 625 represented Chicago, IL 60054 by (312)276-1400 (312)276-0035 (Pax) jfrank@fgllp.com Assigned: 12/08/08 rduardo J. Glas McCarter &English, LLP 100 Mulbeny Street represented Newark, NJ 07l 02 (973)622-4444 by (973)624-7070 (fax) eglas~c~mccarter.com Assigned: 01/05/09 Robert W. Dremluk Seyfarth Shaw LLP 620 Eighth Avenue represented New York, NY 10018 (212)21$-5269 by (212)218-5526 (f'ax) rwd 1517(a~gi~nail.com Assigned: 12/02/08 John H.13ae CJreenberg Traurig, LLP Met Life Building 200 Park Avenue represented New York, NY l Ol 66 by 212-801-9200 212-801-6400 (fax) jhbae@mintz.com Assigned: 12/I I/09 Mark F. Rosenbcr~ Sullivan &Cromwell 125 Broad Street represented b New York; NY 10004 y (212)558-3647 (212) 558-3588 (fax) rosenbergm@sullcron~.com
Owens-Illinois, Inc. Added: 01/05/2009 (C~editor)
Pacific Insurance Company c/o Seyfarth Shaw LLP 620 8th Avenue New York, NY 10018
212-zis-ssoo
Added. 12/02/2008 (C~editor) Petersen Rislc Consulting, LLC Added: 04/23/2009 (Other Prof.)
Philips Electronics North America Corporationi added: 06/30/2009 (Interested Party)
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/30/09 Assigned: 06 Proposed Co-Counsel to Official Committee of Unsecured Creditors of T I-I Agriculture & Nutrition, L.L.C. Added: 12/02/2008 (Unknown) Alan ~. Gamza Moses &Singer LLP The Chrysler Building 405 Lexington Avenue c represented ~ New York, NY 10174-12) y (212)554-7800 (212)554-7700 (fay) Agamza@mosessinger.com Assigned: 12/02/08 Alan R. Brayton Brayton Purcell 222 Rush Landing Road P'O. Fiox 6169 represented b No~~ato, LA 94948-616 y (CIS) 898-1555 (415)899-IOl 1 (fax) bankruptcy@braytoizlaw.com Assi~rnec~: 12/04/08
Christina Skubic Brayton Purcell LLP 222 Rush Landing Koad Novato, Ca 94948 (415)898-1555 (415)89~ 1247(axj banJ<ruptcy.asbpo.asbdorn@braytonlaw.coin "Tax ID / L:IN: ?01361089 Added: 12/04/2008 (Interested Payty) Stutzman, Bromberg,~sserman & 1'liflca, A Professional Corporation /01/2009 Added: 1Z (Spec. Counsel) T FI Agriculture &Nutrition, L.L.C. 250 West 5?th Street Suite 9U 1 New Yoric, NY 10107 Tax ID / EIN: 13-3990808 Added: 11/24/2008 (Debtor)
John H. 13ae Ureenberg "I'raurig, LLP Met Life Building 200 Park Avenue represented Ne~~v Yorlc, NY l Ol 66 b ~ 212-801-9200 212-801-0400(fax) jhbae@.mintz.com Assigned: ll/24/08 Bruce R. Zirinsky Greenberg "I~raurig, LLP MetLife ~3uilding 2U0 Park Avenue New Yorlc, NY 10166 (212) 801-9200 (212) 801-6400 (fax) zirinskyb@gtlaw.com Assigned.. 11/24/08 J
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T H Agriculture &Nutrition, L.L.C. Asbestos Personal Injury Trust Added: 04/29/2010 (Tiustee) The Claro Group, LLC. Added. 12/01/2009
~COfZS2/ZICIYlt~
The Travelers Indemnity Company Added: 12/03/2008 (Interested Party)
Jo Christine 1Zced Dentons US LLP 1221 Avenue of the Americas represented New York, NY 10020 by (212) 398-5236 (212)768-6953 (fax) jochristine,reed@,si~rdenton.coin Assigned: 12/03/08 Jo Christine Reed Demons t1S LLP 1221 Avenue of the Americas represented New Yorl<, NY 10020 (212) 398-5236 by (212)768-6953 (fax) jochristine.reed@snrdenton.con7 Assigned: 12/03/08 Jo Christine Recd Demons tJS LLP 1221 Avenue of the Americas represented New York, NY 10020 (212) 398-5236 by (212)768-6953 (fax) jochristine.i~eed@snrdenton.com Assigned: IZ/03/08 Jo Christine Reed Demons US LLP 1221 Avenue of the Americas New York, NY 10020 represented (212) 398-5236 by (212)768-6953 (fax) jochristine.reed@snrdenton.com Assigned: 12/03/08 represented Frederic C. Goodwill, 1I SmithAmundsen I_,LC by 10
'The Travelers Indemnity Company of Connecticut(f/l~/a 'The Travelers Company of Rhode Island) Added: 12/03/2008 (Interested Parry)
Travelers Casualty and Surety Company (f/lc/a 'I,he Aetna Casualty and Surety Company) Added: 12/03/2008 (Interested Pasty)
'Travelers Property Casualty Company of America (f /l~/a The Travelers Indemnity Company of Illinois) Added: 12/03/2008 (Interested Payty)
United States Fire Insurance Company Added: 12/17/2008
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(Interested Party)
150 North Michigan Avenue Suite 3300 Chicago, IL 60601 (312)894-3393 (312)894-3210(fax) fgoodwill@salawus.com Assigned: 12/17/08 Serene K. Nakano U.S. Department of Justice U.S. Trustee's Office U.S. Federal Office Building represented 201 Varick St., Room 1006 New York, NY 10014 by (212) 510-0500 (212)668-2255 (fax) serene.nakano@usdoj.gov /U;L08 Assigned; 12 Karel S. Karpe KaipeLaw 44 Wall Street 12th Floor represented New York, NY 10005 b 212 461 2250 y 212 461 2223 (fax) kkarpe@karpelaw.eom Assigned: 12/23/08 Michael J. Sheppcard Balton Stoll Bader &Nadler, P.C. 729 Seventh Avenue 17th Floor represented New York, NY 10019 by (212)575-7900 (212)764-5060 (fax) msheppeard@ballonstoll.coin Assigned: OS/19/09 Dwight Yellen Balton Stoll Bader &Nadler, P.C. 729 Seventh Avenue 17th Floor New York, NY 10019 (212) 575-7900 11
United States Trustee Office of the United States Trustee U.S. Federal Office Building 201 Varick Street, Room 1006 New York, NY 10004 (212) S 10-0500 212-668-22SS (fax) Added: 11/24/2008 (U.S. Tiûstee) Volks~~agen Group of America,Inc. /23/2008 Added: 12 (Unknown)
Waters &Kraus Claimants c/o Balton Stoll Bader &Nadler, P.L. 729 Seventh Avenue 17th Floor New York, NY 10016 212-575-7900 212-764-SObO (fax) dyellen@ballonstoll.com Added: OS/19/2009 (C~edilo~)
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(212)764-5060 (fax) dyellen@ballonstoll.com Assigned: 05/20/09 P. Thornton Withers Added: 03/25/2009 (Unkno~t~n) HARllIN KUNDLA MCKEON & POLETTO,P.A. /s/ Steven P. Murray, Esc. Steven P. Murray, Esq. 110 William Street, 25'x' Floor New York, NY 1003 K Phone: (212)571-01 1 1 John S. ravate, ~sq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222 Attorneys .foi Plai~zti~fs, AIU Coirrpany, ~1 menacuri Insurance Cnn~~~ur~y, ~Issurai~ce Hoi~~e In,surUn.ce Fige ~3i~nzingham
Company off' Pen~~sylvc~nia, Gr~arrite State Insu~once Company, Le~inglo~~
Insurance Company, and National Union Tire Insir~ante Con~pay of Pittsbu~gh, Ya.
12

THAN - Motion by AIG Companies To Reopen Bankruptcy Case To Enforce Audit Rights

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THAN - Motion by AIG Companies To Reopen Bankruptcy Case To Enforce Audit Rights

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08-14692-reg

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 1 of 88

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THE HONORABLE ROBERT E. GERBER UNI "TED SZ~'ATES BANKRUPTCY J11DGT

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Attached hereto as Exhibit 1 is a true copy of the AIG Member Companies'

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The Asbestos PI Trust is a Delaware Trust forix~ed pursuant to Section 524(8) of

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Plaintiffs' audit rights under the Settlement Agreement.

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Main Document Main Document

UNITED STATF,S BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------- x

This Settlement Agreement is contingent on Section 6 above.

Kenneth H. Frenchman, ~sq. Dickstein Shapiro LLP

Philips Electronics Narkh America Corporation

TH Agriculture &Nutrition, L.L.C.

Philips Electronics North America Corporation

JOSEPH E. NAMQRATI SEN10R Vl E Pfi~S@ENT ~'/~ ~ G ~~', ~`T

~`~Y'"v,J~ ~',.~'`~~~'G1 ~Cw ~~~'`

By: ~____ Title: I~at~: ___,_

Philips EJ.ectr~zucs i~torth America Corparatian

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Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 61 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 62 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 63 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 64 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 65 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 66 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 67 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 68 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 69 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 70 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 71 of 88

Filed 03/03/14 Entered 03/03/14 13:39:02 Pg 72 of 88

By: ~__ Title: I~at~: _,_