Attached files
file | filename |
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8-K - LANXESS Solutions US Inc. | v201055_8k.htm |
EX-2.2 - LANXESS Solutions US Inc. | v201055_ex2-2.htm |
SOUTHERN
DISTRICT OF NEW YORK
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In
re:
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)
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Chapter 11
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CHEMTURA
CORPORATION, et
al.,1
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)
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Case
No. 09-11233 (REG)
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)
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Debtors.
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)
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Jointly
Administered
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)
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THE
JOINT CHAPTER 11 PLAN OF CHEMTURA CORPORATION, ET AL.
This
Order (this “Confirmation
Order”) is entered to effectuate the Bench Decision on
Confirmation, dated October 21, 2010 [Docket No. 4334] (the “Bench Decision”) in the
above-captioned chapter 11 cases of Chemtura Corporation (“Chemtura”) and its affiliated
debtors and debtors in possession (collectively, the “Debtors”). The
Bench Decision is incorporated herein by reference. The Debtors
having:
a.
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commenced,
on March 18, 2009 (the “Original Petition Date”), these
chapter 11 cases (collectively, the “Chapter 11 Cases”) by
filing voluntary petitions for relief under chapter 11 of title 11 of the
United States Code (the “Bankruptcy Code”);2
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b.
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continued
to operate their businesses and manage their properties as debtors in
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code;
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1
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The Debtors in these
chapter 11 cases, along with the last four digits of each Debtor’s
federal taxpayer-identification number, are: Chemtura
Corporation (3153); A&M Cleaning Products, LLC (4712); Aqua Clear
Industries, LLC (1394); ASCK, Inc. (4489); ASEPSIS, Inc. (6270); BioLab
Company Store, LLC (0131); BioLab Franchise Company, LLC (6709); Bio-Lab,
Inc. (8754); BioLab Textile Additives, LLC (4348); CNK Chemical Realty
Corporation (5340); Chemtura Canada Co./Cie (5047); Crompton Colors
Incorporated (3341); Crompton Holding Corporation (3342); Crompton
Monochem, Inc. (3574); GLCC Laurel, LLC (5687); Great Lakes Chemical
Corporation (5035); Great Lakes Chemical Global, Inc. (4486); GT Seed
Treatment, Inc. (5292); HomeCare Labs, Inc. (5038); ISCI, Inc. (7696); Kem
Manufacturing Corporation (0603); Laurel Industries Holdings, Inc. (3635);
Monochem, Inc. (5612); Naugatuck Treatment Company (2035); Recreational
Water Products, Inc. (8754); Uniroyal Chemical Company Limited
(Delaware) (9910); Weber City Road LLC (4381); and WRL of Indiana,
Inc. (9136).
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2
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On
August 8, 2010, Chemtura Canada Co./Cie (“Chemtura Canada”),
commenced its case under chapter 11 of the Bankruptcy Code, which is
being jointly administered with the Chapter 11 Cases pursuant to the Order Directing Joint
Administrative of Chemtura Canada Co./Cie’s Chapter 11 Case with the
Original Debtors’ Related Chapter 11 Cases [Docket No.
3531].
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c.
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filed,
on June 17, 2010, the Joint Chapter 11 Plan of
Chemtura Corporation, et al. [Docket No. 2922]3
and the Disclosure
Statement for the Joint Chapter 11 Plan of Chemtura Corporation, et
al. [Docket No. 2923] (the “Disclosure Statement”),
which documents were subsequently amended and modified, as described
herein;4
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d.
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filed,
on June 17, 2010, the Debtors’ Motion for Entry of
an Order Approving (A) the Adequacy of the Disclosure Statement and (B)
Notice of the Hearing to Approve the Disclosure Statement [Docket
No. 2924];
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e.
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filed,
on June 17, 2010, the Debtors’ Motion for Entry of
an Order Authorizing the Debtors to Enter Into a Plan Support Agreement
with the Creditors’ Committee and Certain Holders of the Debtors’ 2009
Notes, 2016 Notes and 2026 Debentures [Docket No.
2926];
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f.
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filed,
on July 2, 2010, the Debtors’ Motion for Entry of
an Order (A) Fixing Dates and Deadlines Related to Confirmation of the
Plan; (B) Approving Procedures for Soliciting and Tabulating the Votes on,
and for Objecting to, the Plan; (C) Approving Rights Offering Procedures;
and (D) Approving the Manner and Form of Notices and Documents Relating to
the Plan [Docket No. 3083];
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g.
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filed,
on September 2, 2010, the Plan Supplement to the Joint
Chapter 11 Plan of Chemtura Corporation, et al. [Docket No. 3765]
(as amended and supplemented, the “Plan Supplement”), filed
the amendments and supplements thereto filed on September 2, 2010 [Docket
No. 3766], September 3, 2010 [Docket No. 3785], September 15,
2010 [Docket No. 3985], September 16, 2010 [Docket No. 4013], September
20, 2010 [Docket No. 4061], September 21, 2010 [Docket No. 4086],
September 22, 2010 [Docket No. 4091] and October 29, 2010 [Docket No.
4382];
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h.
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filed,
on July 2, 2010, a revised version of the Plan [Docket No. 3153] and a
revised version of the Disclosure Statement [Docket No.
3163];
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i.
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filed,
on July 2, 2010, the Notice of Filing of Exhibit 1
(Rights Offering Procedures) to the Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
3084];
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j.
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filed,
on July 20, 2010, a further revised version of the Plan [Docket No. 3325]
and a further revised version of the Disclosure Statement [Docket No.
3324];
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k.
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filed,
on July 30, 2010, the Debtors’ Motion to
(A) Enter into Certain Agreements in Connection with Anticipated Exit
Financing, (B) Incur and Pay Related Fees, Indemnities and Expenses;
and (C) Enter into an Amendment to their Amended and Restated Credit
Agreement in Connection Therewith [Docket No.
3432];
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3
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Capitalized
terms used but not otherwise defined in this Confirmation Order shall have
the meanings ascribed to such terms in the Joint Chapter 11 Plan of
Chemtura Corporation, et al., dated October 29, 2010
[Docket No. 4387] (the “Plan”) and attached
hereto as Exhibit A. The
rules of interpretation set forth in Section 1.3 of the Plan shall apply
to this Confirmation Order. To the extent there are any
conflicts between this Confirmation Order and the Bench Decision, the
terms of the Bench Decision shall
govern.
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4
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For
the avoidance of doubt, the Disclosure Statement used in connection with
the solicitation of votes to accept or reject the Plan, as authorized by
the Court, is the Disclosure Statement for the
Joint Chapter 11 Plan of Chemtura Corporation, et al. filed on
August 5, 2010 [Docket No. 3503].
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2
l.
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filed,
on August 5, 2010, the solicitation version of the Plan [Docket No. 3497]
and the solicitation version of the Disclosure Statement [Docket No.
3503];
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m.
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commenced,
on August 8, 2010, the chapter 11 case of Chemtura Canada in this
Court;
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n.
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distributed
solicitation materials beginning on or about August 12, 2010, consistent
with the Bankruptcy Code, the Bankruptcy Rules and the Order (A) Fixing Date and
Deadlines Related to Confirmation of the Plan; (B) Approving
Procedures for Soliciting and Tabulating the Votes on, and for Objecting
to, the Plan; (C) Approving Rights Offering Procedures; and
(D) Approving the Manner and Form of Notices and Documents Relating
to the Plan [Docket No. 3491] (the “Solicitation Procedures
Order”), which Solicitation Procedures Order also approved, among
other things, solicitation procedures (the “Solicitation
Procedures”) and related notices, forms and ballots (collectively,
the “Solicitation
Packages”), as evidenced by the Affidavit of Service of
Robert Q. Klamser re: Solicitation of Materials for the Revised Joint
Chapter 11 Plan of Reorganization and Revised Disclosure Statement [Docket
Nos. 3497, 3491 and 3503] [Docket No. 3661] (the “KCC Affidavit”) and the
Affidavit of Christine
Azzaro of Solicitation Documents to Holders of Debt and Equity
Securities [Docket No. 3665] (the “Epiq
Affidavit”);
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o.
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published,
on August 25, 2010 and August 26, 2010, respectively, notice of the
Confirmation Hearing (the “Confirmation Hearing
Notice”) in The
New York Times and USA Today (National
Edition), consistent with the Solicitation Procedures Order, as
evidenced by the Affidavits of Publication of
Notice of (A) Hearing to Consider Confirmation of the Chapter 11 Plan
Filed by the Debtors and (B) Related Voting and Objection Deadlines
[Docket No. 3739] (collectively, the “Publication
Affidavits”);
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p.
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filed,
on September 13, 2010, the Declaration of Robert Q.
Klamser Regarding Voting on, and Tabulation of Ballots Accepting and
Rejecting, the Joint Chapter 11 Plan of Chemtura Corporation, et
al., with Respect to
Claims in Class 1, Class 4a, Class 4b, Class 5, Class 10 and Class 11
[Docket No. 3955] and the Declaration of Stephenie
Kjontvedt of Epiq Bankruptcy Solutions, LLC Regarding Voting on, and
Tabulation of Ballots Accepting and Rejecting, the Joint Chapter 11
Plan of Chemtura Corporation, et al. with Respect to Claims and
Interests in Class 6, Class 7, Class 8 and Class 13a [Docket No.
3956] (collectively, the “Voting Certifications”)
each detailing the results of the Plan voting
process;
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q.
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filed,
on September 3, 2010, the Debtors’ Memorandum of Law in
Support of Confirmation of Joint Chapter 11 Plan of Chemtura Corporation,
et al. [Docket No. 3783] (the “Plan Confirmation
Brief”);5
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5
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Additionally,
on September 3, 2010, the Creditors’ Committee and the Ad Hoc Bondholders’
Committee filed the Official Committee of
Unsecured Creditors’ Memorandum of Law in Support of Confirmation of the
Debtors’ Joint Chapter 11 Plan of Chemtura Corporation, et al.
[Docket No. 3780] and the Ad Hoc Committee of
Bondholders’ Brief in Support of Confirmation of the Debtors’ Joint
Chapter 11 Plan of Chemtura Corporation, et al. [Docket No. 3784],
respectively (together, the “Committee Confirmation
Briefs”).
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3
r.
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filed,
on September 3, 2010, the Debtors’ Motion for an Order
Establishing a Distribution Reserve Amount with Respect to Disputed Claims
in Connection with Confirmation of the Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No. 3779] (the “Disputed Claims Reserve
Motion”);
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s.
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filed,
on September 3, 2010, the Debtors’ Motion for an Order
Establishing a Distribution Reserve Amount with Respect to Class 11
Environmental Claims in Connection with the Joint Chapter 11 Plan of
Chemtura Corporation, et al. [Docket
No. 3782];
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t.
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filed,
on March 19, 2010, the Debtors’ Motion for Entry of
an Order Authorizing the Estimation of Diacetyl Claims, Establishing
Estimation Procedures, and Granting Certain Related Relief [Docket
No. 2281];
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u.
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filed,
on September 14, 2010, the Debtors’ Omnibus Reply to
Objections to the Joint Chapter 11 Plan of
Chemtura Corporation, et al. [Docket No. 3983] (the “Omnibus
Reply”);
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v.
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filed
under seal, on September 14, 2010, the Debtors’ Consolidated Reply
to the Confirmation Objections of the Official Committee of Equity
Security Holders, Fiduciary Counselors Inc., and Investcorp Interlachen
Multi-Strategy Master Fund Limited (the “Valuation Reply”);6
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w.
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filed,
on September 15, 2010, a revised version of the Plan to reflect certain
technical amendments to the terms thereof [Docket No.
3984];
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x.
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filed,
on September 20, 2010, a revised version of the Plan to reflect certain
technical amendments to the terms thereof [Docket No. 4060];
and
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y.
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filed,
on October 29, 2010, a revised version of the Plan to reflect certain
technical amendments to the terms thereof [Docket No.
4387].
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This
Court having:
z.
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entered,
on August 5, 2010, the Solicitation Procedures Order [Docket No.
3491];
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aa.
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entered,
on August 5, 2010, the Order Approving the (A)
Adequacy of the Disclosure Statement and (B) Notice of the Hearing to
Approve the Disclosure Statement [Docket No. 3492] (the “Disclosure Statement
Order”);
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6
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Additionally,
on September 14, 2010, the Creditors’ Committee and the Ad Hoc
Bondholders’ Committee filed under seal the Omnibus Reply of the Official
Committee of Unsecured Creditors of Chemtura Corporation, et al. to
Objections to Confirmation of the Joint Chapter 11 Plan of Chemtura
Corporation, et al. and the Reply Brief of the Ad Hoc
Bondholder Committee to the Objection of the Official Committee of Equity
Security Holders to Confirmation of the Joint Chapter 11 Plan of Chemtura
Corporation, et al., Debtors,
respectively.
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4
bb.
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entered,
on August 9, 2010, the Order Authorizing the Debtors
to (A) Enter Into Certain Agreements in Connection with Anticipated Exit
Financing, (B) Incur and Pay Related Fees Indemnities and Expenses and (C)
Enter Into an Amendment to Their Amended and Restated Credit Agreement in
Connection Therewith [Docket No.
3535];
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cc.
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entered,
on August 9, 2010, the Order Authorizing the Debtors
to Enter into an Amended Plan Support Agreement with the Creditors’
Committee and Certain Holders of the Debtors’ 2009 Notes, 2016 Notes and
2026 Debentures [Docket No.
3527];
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dd.
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set
September 16, 2010, at 9:45 a.m., Eastern Daylight Time, as the date and
time for the commencement of the Confirmation Hearing pursuant to
Bankruptcy Rules 3017 and 3018 and sections 1126, 1128 and 1129 of the
Bankruptcy Code;7
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ee.
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entered,
on September 24, 2010, the Order Establishing a
Distribution Reserve Amount with Respect to Class 11 Environmental Claims
in Connection with Confirmation of the Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
4113], which order was revised pursuant to the Revised Order Establishing a
Distribution Reserve Amount with Respect to Class 11 Environmental
Claims in Connection with Confirmation of the Joint Chapter 11 Plan of
Chemtura Corporation, et al., entered on October 19, 2010 [Docket
No. 4302];
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ff.
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entered,
on September 24, 2010, the Order Estimating Diacetyl
Claims and Authorizing Chemtura Corporation and Chemtura Canada Co./Cie to
Establish the Diacetyl Reserve [Docket No.
4119];
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gg.
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entered,
on October 29, 2010, an order with respect to the Disputed Claims Reserve
Motion [Docket No. 4383], which establishes several reserves that together
make up the Disputed Claims Reserve as defined in the
Plan;
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hh.
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reviewed
the Plan, the Disclosure Statement, the Plan Confirmation Brief, the
Omnibus Reply, the Committee Confirmation Briefs and the Valuation Reply
and all pleadings, exhibits, statements, responses and comments regarding
Confirmation, including all objections, statements and reservations of
rights filed by parties in interest on the docket of these Chapter 11
Cases, including those objections listed on Exhibit B
hereto (collectively, the “Plan
Objections”);
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ii.
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heard
the statements, arguments and objections made by counsel in respect of
Confirmation;
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jj.
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considered
all oral representations, testimony, documents, filings and other evidence
regarding Confirmation;
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kk.
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considered
any and all objections to the Plan and to Confirmation and all statements
and reservations of rights with respect thereto, including the Plan
Objections, and to the extent such Plan Objections have not been sustained
for the reasons set forth in the Bench Decision and reflected in this
Confirmation Order, consensually resolved or withdrawn, overruled such
objections on the merits;
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7
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The
Court held additional hearings with respect to Confirmation on September
20, 2010, September 21, 2010 and September 22, 2010. These
dates, taken together, are collectively referred to herein as the “Confirmation
Hearing.”
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5
ll.
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taken
judicial notice of all papers and pleadings filed in the Chapter 11 Cases;
and
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mm.
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entered
the Bench Decision on October 21,
2010.
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NOW,
THEREFORE, it appearing to the Court that notice of the Confirmation Hearing,
the Plan and all modifications thereto have been adequate and appropriate as to
all parties affected or to be affected by the Plan and the transactions
contemplated thereby and that any party in interest so affected has had the
opportunity to object to Confirmation; and, after due deliberation and based
upon the record described above, it appearing to the Court that the legal and
factual bases set forth in the documents filed in support of Confirmation and
presented at the Confirmation Hearing establish just cause for the relief
granted herein; the Court hereby makes and issues the following Findings of
Fact, Conclusions of Law and Order:8
I.
FINDINGS OF FACT AND
CONCLUSIONS OF LAW
IT IS
HEREBY DETERMINED, FOUND, ADJUDGED, DECREED AND ORDERED THAT:
A.
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Jurisdiction
and Venue
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1. On
the Original Petition Date, the domestic Debtors commenced the Chapter 11 Cases
in this Court; Chemtura Canada commenced its Chapter 11 Case in this Court on
August 8, 2010. Venue in this Court was proper as of the Original
Petition Date with respect to the domestic Debtors and as of August 8, 2010 as
to Chemtura Canada pursuant to 28 U.S.C. §§ 1408 and
1409. Confirmation of the Plan is a core proceeding under 28 U.S.C. §
157(b)(2). The Court has subject matter jurisdiction over this matter
pursuant to 28 U.S.C. § 1334. The Court has exclusive jurisdiction to
determine whether the Plan complies with the applicable provisions of the
Bankruptcy Code and should be confirmed.
8
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The
findings of fact and the conclusions of law set forth herein shall
constitute the Court’s findings of fact and conclusions of law pursuant to
Bankruptcy Rule 7052, made applicable to this proceeding pursuant to
Bankruptcy Rule 9014. All findings of fact and conclusions of
law set forth in the Bench Decision are hereby incorporated
herein. To the extent that any of the following findings of
fact constitute conclusions of law, they are adopted as
such. To the extent any of the following conclusions of law
constitute findings of fact, they are adopted as
such.
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6
B.
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Eligibility
for Relief
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2. The
Debtors were and are entities eligible for relief under section 109 of the
Bankruptcy Code.
C.
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Commencement
and Joint Administration of the Chapter 11
Cases
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3. On
the Original Petition Date, the domestic Debtors commenced the Chapter 11 Cases
by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code
in this Court. By prior order of the Court, the Chapter 11 Cases have
been consolidated for procedural purposes only and are being jointly
administered pursuant to Bankruptcy Rule 1015 [Docket No. 64]. On
August 8, 2010, Chemtura Canada filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code in this Court, which case has been jointly
administered with the Chapter 11 Cases of the domestic Debtors [Docket No.
3531]. The Debtors have operated their businesses and managed their
properties as debtors in possession since each of their respective commencement
dates pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. No trustee or examiner has been appointed in the Chapter 11
Cases.
D.
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Plan
Supplement
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4. On
September 2, 2010, the Debtors filed the Plan Supplement [Docket No. 3766],
consisting of the following: (a) a list identifying the New
Boards; (b) a list of Assumed Executory Contracts and Unexpired Leases and
proposed cure claims; (c) a list of Rejected Executory Contracts and
Unexpired Leases; (d) a list of retained Causes of Action; (e) the
Exit Credit Facility Agreement; (f) the New Certificates of Incorporation;
(g) the New By-Laws; (h) a description of the elected treatment of
Intercompany Claims; (i) the New Incentive Plan; (j) the Emergence
Incentive Plan; (k) the New Employment Agreements; (l) the D&O
Liability Insurance Policies; (m) the Registration Rights; (n) a list
identifying the Disbursing Agents; and (o) the Rights Offering Instructions
and Forms.
7
5. On
September 3, 2010, the Debtors filed an addendum to the Plan Supplement
[Docket No. 3785], consisting of an addendum to the list of Assumed
Executory Contracts and Unexpired Leases and proposed Cure claims.
6. On
September 15, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 3985], consisting of the following: (a) a
supplement and amendments to the list of Assumed Executory Contracts and
Unexpired Leases and proposed Cure Claims; and (b) amended terms concerning
the Registration Rights.
7. On
September 16, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 4013], consisting of the
following: (a) a supplement and amendments to the list of
Assumed Executory Contracts and Unexpired Leases and proposed Cure claims; and
(b) a supplement to the list of retained Causes of Action.
8. On
September 20, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 4061], consisting of the
following: (a) a supplement and amendments to the list of
Assumed Executory Contracts and Unexpired Leases and proposed Cure claims;
(b) a supplement to the list of rejected Executory Contracts and Unexpired
Leases; and (c) an amendment to the senior secured term facility credit
agreement as part of the Exit Financing provided for under the
Plan.
9. On
September 21, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 4086], consisting of a supplement to the Emergence
Incentive Plan.
8
10. On
September 22, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 4091], consisting of a revised version of the senior
secured revolving facility credit agreement as part of the Exit Financing
provided for under the Plan.
11. On
October 29, 2010, the Debtors filed an amendment and supplement to the Plan
Supplement [Docket No. 4382], consisting of a supplement and
amendments to the list of Assumed Executory Contracts and Unexpired Leases and
proposed Cure claims.
12. All
materials included in the Plan Supplement are integral to, part of and
incorporated by reference into the Plan. The Plan Supplement complies
with the terms of the Plan, and the filing and notice of such documents was good
and proper in accordance with the Bankruptcy Code, the Bankruptcy Rules and the
Disclosure Statement Order, and no other or further notice is or shall be
required.
E.
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Modifications
to the Plan
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13. Subsequent
to the Voting Deadline (as defined in the Solicitation Procedures Order), the
Debtors made certain modifications to the Plan. Any and all
modifications to the Plan since the entry of the Disclosure Statement Order are
consistent with all of the provisions of the Bankruptcy Code, including sections
1122, 1123, 1125 and 1127. None of the modifications made since the
entry of the Disclosure Statement Order effects a materially adverse change in
the treatment of any holder of a Claim or Interest under the
Plan. Accordingly, pursuant to section 1127(a) of the Bankruptcy Code
and Bankruptcy Rule 3019, these modifications do not require additional
disclosure under section 1125 of the Bankruptcy Code or the resolicitation of
votes under section 1126 of the Bankruptcy Code, nor do they require that the
holders of Claims or Interests be afforded an opportunity to change previously
cast acceptances or rejections of the Plan. The Plan as modified and
attached hereto as Exhibit A
shall constitute the Plan submitted for Confirmation.
9
F.
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Judicial
Notice
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14. The
Court takes judicial notice of (and deems admitted into evidence for
Confirmation) the docket of the Chapter 11 Cases and all related adversary
proceedings, appeals and District Court proceedings, maintained by the clerk of
the applicable court or its duly appointed agent, including all pleadings and
other documents on file, all orders entered, all hearing transcripts and all
evidence and arguments made, proffered or adduced at the hearings held before
the applicable court during the pendency of the Chapter 11 Cases. Any
resolutions of objections to Confirmation explained on the record at the
Confirmation Hearing are hereby incorporated by reference. All
unresolved objections, statements and reservations of rights to the extent not
sustained as set forth in the Bench Decision are hereby overruled on the
merits.
G.
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Disclosure
Statement Order and Solicitation Procedures
Order
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15. On
August 5, 2010, the Court entered the Disclosure Statement Order and the
Solicitation Procedures Order, which, together, among other
things: (a) approved the Disclosure Statement in the form attached to
the Disclosure Statement Order as containing adequate information within the
meaning of section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017; (b)
fixed July 23, 2010, as the Voting Record Date (as defined in the Solicitation
Procedures Order); (c) fixed September 9, 2010 at 5:00 p.m. Eastern Daylight
Time, as the deadline for voting to accept or reject the Plan (the “Voting Deadline”);
(d) fixed September 9, 2010 at 4:00 p.m. Eastern Daylight Time, as the
deadline for objecting to the Plan; (e) fixed September 16, 2010, at 9:45 a.m.
Eastern Daylight Time, as the date and time for the commencement of the
Confirmation Hearing; (f) approved the Solicitation Procedures and the form of
the Solicitation Packages, including the procedures pertaining to the Recovery
Preference Election (each as defined the Solicitation Procedures Order);
(g) approved the form and method of notice of the Confirmation Hearing
Notice set forth therein; and (h) approved the procedures associated with
the Rights Offering, including approval of the Rights Exercise Form (each as
defined in the Solicitation Procedures Order).
10
H.
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Transmittal
and Mailing of Materials; Notice
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16. As
evidenced by the KCC Affidavit and the Epiq Affidavit, due, adequate and
sufficient notice of the Disclosure Statement, the Plan, the Plan Supplement and
the Confirmation Hearing, together with all deadlines for voting on or objecting
to the Plan and with respect to Confirmation, has been given to: (a) all known
holders of Claims and Interests; (b) all parties that requested notice in
accordance with Bankruptcy Rule 2002; and (c) all counterparties to Unexpired
Leases and Executory Contracts with the Debtors, in substantial compliance with
the Solicitation Procedures Order and Bankruptcy Rules 2002(b), 3017 and
3020(b), and no other or further notice is or shall be
required. Adequate and sufficient notice of the Confirmation Hearing,
and any applicable dates, deadlines and hearings described in the Solicitation
Procedures Order and the Disclosure Statement Order was given in compliance with
the Bankruptcy Rules, the Solicitation Procedures Order and the Disclosure
Statement Order as evidenced by the KCC Affidavit and the Epiq Affidavit, and no
other or further notice is or shall be required.
17. The
Debtors published the Confirmation Hearing Notice once each in The New York Times and USA Today (National Edition), in
substantial compliance with the Disclosure Statement Order and Bankruptcy Rule
2002(l), as evidenced by the Publication Affidavits, and no other or further
notice is or shall be required.
I.
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Solicitation
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18. Votes
for acceptance and rejection of the Plan were solicited in good faith and in
compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules
3017 and 3018, the Disclosure Statement, the Disclosure Statement Order, the
Solicitation Procedures Order, all other applicable provisions of the Bankruptcy
Code and all other applicable rules, laws and regulations.
11
19. Specifically,
the Solicitation Packages approved by the Court in the Disclosure Statement
Order and the Solicitation Procedures Order (including the Disclosure Statement,
the Plan, the form of ballots, the Recovery Preference Election Form and related
notices approved thereby) were transmitted to and served on all holders of
Claims or Interests in Classes that were entitled to vote to accept or reject
the Plan and relevant portions of the Solicitation Packages and other notices
approved by the Disclosure Statement were transmitted to and served on other
parties in interest in the Chapter 11 Cases, all in compliance with section 1125
of the Bankruptcy Code, the Disclosure Statement Order, the Solicitation
Procedures Order, the Solicitation Procedures and the Bankruptcy
Rules. Transmittal and service were adequate and sufficient, and no
further notice is or shall be required.
J.
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Voting
Certifications
|
20. The
Debtors filed the Voting Certifications before the commencement of the
Confirmation Hearing, consistent with the Solicitation Procedures
Order. All procedures used to tabulate ballots received in connection
with Confirmation and the Recovery Preference Election Forms (as defined in the
Solicitation Procedures Order ) were fair and conducted in accordance with the
Solicitation Procedures Order, as evidenced by the KCC Affidavit and the Epiq
Affidavit.
21. As
set forth in the Plan and Disclosure Statement, holders of Claims and Interests
in Classes 1, 4a, 4b, 5, 6, 7, 8, 10, 11 and 13a (collectively, the “Voting Classes”) were eligible
to vote on the Plan pursuant to the Solicitation Procedures.9 In
addition, holders of Claims in Classes 2, 3, 4c, 9 and 13b (collectively, the
“Deemed Accepting
Classes”) are deemed to accept the Plan and, therefore, are not entitled
to vote to accept or reject the Plan.
9
|
Class
1 was permitted to vote on a provisional basis
only.
|
12
22. As
evidenced by the Voting Certifications, holders of Interests in Class 13a (the
“Rejecting Class”) voted
to reject the Plan. As further evidenced by the Voting
Certifications, all other Voting Classes, specifically holders of Claims in
Classes 4a, 4b, 5, 6, 7, 8, 10 and 11, voted to accept the Plan (collectively,
the “Impaired Accepting
Classes”).
K.
|
Bankruptcy
Rule 3016
|
23. The
Plan is dated and identifies the Entities submitting it, thereby satisfying
Bankruptcy Rule 3016(a). The filing of the Disclosure Statement with
the clerk of the Court satisfied Bankruptcy Rule 3016(b).
L.
|
Burden
of Proof
|
24. The
Debtors, as proponents of the Plan, have met their burden of proving the
elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a
preponderance of the evidence, which is the applicable evidentiary standard for
Confirmation. Further, the Debtors have proven the elements of
sections 1129(a) and 1129(b) of the Bankruptcy Code.
M.
|
Debtors’
Valuation Analysis
|
25. The
New Chemtura Total Enterprise Value does not exceed $2.05
billion. Additional findings of fact with respect to the Debtors’
total enterprise value are set forth on pages 10 through 42 of the Bench
Decision.
N.
|
Compliance
with the Requirements of Section 1129 of the Bankruptcy
Code
|
26. The
Plan complies with all applicable provisions of section 1129 of the Bankruptcy
Code as follows:
13
|
i.
|
Section
1129(a)(1)—Compliance of the Plan with Applicable Provisions of the
Bankruptcy Code
|
27. The
Plan complies with all applicable provisions of the Bankruptcy Code as required
by section 1129(a)(1) of the Bankruptcy Code, including sections 1122 and
1123.
|
a.
|
Sections 1122 and
1123(a)(1)—Proper
Classification
|
28. The
classification of Claims and Interests under the Plan is proper under the
Bankruptcy Code. Pursuant to sections 1122(a) and 1123(a)(1) of the
Bankruptcy Code, Article III of the Plan provides for the separate
classification of Claims and Interests into 16 Classes, based on differences in
the legal nature or priority of such Claims and Interests (other than
Administrative Claims, Priority Tax Claims, DIP Claims and statutory fees owed
to the U.S. Trustee (“Statutory Fees”), which are
addressed in Article II of the Plan and which are not required to be designated
as separate Classes pursuant to section 1123(a)(1) of the Bankruptcy
Code). Valid business, factual and legal reasons exist for the
separate classification of the various Classes of Claims and Interests created
under the Plan, the classifications were not done for any improper purpose and
the creation of such Classes does not unfairly discriminate between or among
holders of Claims or Interests.
29. As
required by section 1122(a) of the Bankruptcy Code, each Class of Claims and
Interests contains only Claims or Interests that are substantially similar to
the other Claims or Interests within that Class. In addition, in
accordance with section 1122(b) of the Bankruptcy Code, the Plan provides for
Class 9, which includes any Unsecured Claim against any of the Debtors, except
Chemtura Canada, that, but for being defined as an Unsecured Convenience Claim,
would be a General Unsecured Claim, and either (a) is Allowed in an amount of
$50,000 or less or (b) is Allowed in an amount greater than $50,000, but is
subject to an irrevocable election by the holder thereof to reduce the Allowed
amount of the Claim to $50,000 for the purpose of rendering the Claim an
Unsecured Convenience Claim. Class 9 is reasonable and necessary for
administrative convenience and thus is proper. Accordingly, the
requirements of sections 1122(a), 1122(b) and 1123(a)(1) of the Bankruptcy Code
have been satisfied.
14
|
b.
|
Section
1123(a)(2)—Specification of Unimpaired
Classes
|
30. Article
III of the Plan specifies that Claims in Classes 1, 2, 3, 4c, 9 and 13b (to the
extent such Interests in Class 13b remain outstanding after the Effective
Date as set forth in Section 5.24 of the Plan) are Unimpaired under the
Plan. Additionally, Article II of the Plan specifies that
Administrative Claims, Priority Tax Claims, DIP Claims and Statutory Fees are
Unimpaired, although these Claims are not classified under the
Plan. Accordingly, the requirements of section 1123(a)(2) of the
Bankruptcy Code have been satisfied.
|
c.
|
Section
1123(a)(3)—Specification of Treatment of Impaired
Classes
|
31. Article
III of the Plan specifies the treatment of each Impaired Class under the Plan,
including Classes 4a, 4b, 5, 6, 7, 8, 10, 11, 12 and
13a. Accordingly, the requirements of section 1123(a)(3) of the
Bankruptcy Code have been satisfied.
|
d.
|
Section 1123(a)(4)—No
Discrimination
|
32. Pursuant
to section 1123(a)(4) of the Bankruptcy Code, Article III of the Plan
uniformly provides for the same treatment of each Claim or Interest in a
particular Class, as the case may be, unless the holder of a particular Claim
has agreed to a less favorable treatment with respect to such
Claim. Accordingly, the requirements of section 1123(a)(4) of the
Bankruptcy Code have been satisfied.
15
|
e.
|
Section
1123(a)(5)—Adequate Means for Plan
Implementation
|
33. Pursuant
to section 1123(a)(5) of the Bankruptcy Code, Article V and various other
provisions of the Plan specifically provide in detail adequate and proper means
for the Plan’s implementation, including but not limited
to: (a) the general settlement of Claims and Interests;
(b) resolution of the Creditors’ Committee Action; (c) the PBGC
Settlement; (d) the CHCI Preferred Stock Settlement; (e) the
Make-Whole Settlement and the No-Call Settlement; (f) resolution of
environmental matters and Environmental Claims; (g) the Unsecured
Distribution Pool; (h) the election of Cash and New Common Stock by holders
of Claims in the Participating Creditor Classes; (i) Exit Financing and the
incurrence of new indebtedness; (j) sources of consideration for Plan
distributions; (k) the cancellation of securities and agreements;
(l) the surrender of existing securities; (m) the application of
section 1145 of the Bankruptcy Code; (n) the New Certificates of
Incorporation and the New By-Laws; (o) New Chemtura’s and the Reorganized
Debtors’ Boards of Directors; (p) the Officers of New Chemtura and the
Reorganized Debtors; (q) treatment of employee benefits; (r) treatment of
retiree benefits; (s) the Incentive Plans; (t) the vesting of assets
in the Reorganized Debtors; (u) the proposed restructuring transactions
under the Plan; (v) post-Confirmation corporate action by the Reorganized
Debtors; (w) effectuating documents and further transactions;
(x) application of section 1146 of the Bankruptcy Code; (y) the
D&O Liability Insurance Policies; (z) the preservation of certain
specified rights of action; (aa) the single satisfaction of Claims under the
terms of the Plan; and (bb) the establishment of the Disputed Claims
Reserve.
34. Moreover,
the Reorganized Debtors will have, immediately upon the Effective Date,
sufficient Cash to make all payments required to be made on the Effective Date
pursuant to the terms of the Plan. Accordingly, the requirements of
section 1123(a)(5) of the Bankruptcy Code have been satisfied.
|
f.
|
Section
1123(a)(6)—Voting Power of Equity
Securities
|
35. Article
IV of the New Certificates of Incorporation of Reorganized Chemtura and each of
the other Reorganized Debtors, attached as Exhibit
F to the Plan Supplement, prohibits the issuance of non-voting equity
securities to the extent prohibited by section 1123(a)(6) of the Bankruptcy
Code, thereby satisfying section 1123(a)(6) of the Bankruptcy
Code.
16
|
g.
|
Section
1123(a)(7)—Selection of Officers and
Directors
|
36. The
identity and affiliations of the members of the New Board of Reorganized
Chemtura and each of the Reorganized Debtors as of the Effective Date are listed
in Exhibit
A to the Plan Supplement as filed on September 2,
2010. Additionally, the New Employment Agreements are listed in Exhibit
K to the Plan Supplement as filed on September 2, 2010. The
New Certificates of Incorporation of Reorganized Chemtura and each of the
Reorganized Debtors describe the manner of the selection of additional members
of the Board of Directors of the Reorganized Debtors following the Effective
Date. Article V of the Plan describes the manner of selection of
officers and directors for Reorganized Chemtura and each Reorganized
Debtor. The selection of the initial directors and officers of
Reorganized Chemtura and each Reorganized Debtor was, is and will be consistent
with the interests of holders of Claims and Interests and public policy.
Accordingly, the requirements of section 1123(a)(7) of the Bankruptcy Code have
been satisfied.
|
h.
|
Section
1123(b)—Discretionary Contents of the
Plan
|
37. The
Plan contains various provisions that may be construed as discretionary but are
not required for Confirmation under the Bankruptcy Code. As set forth
below, such discretionary provisions comply with section 1123(b) of the
Bankruptcy Code and are not inconsistent with the applicable provisions of the
Bankruptcy Code. Thus, section 1123(b) of the Bankruptcy Code is
satisfied.
17
|
(i)
|
Section
1123(b)(1)-(2)—Claims and Executory
Contracts
|
38. Pursuant
to sections 1123(b)(1) and 1123(b)(2) of the Bankruptcy Code, Article III
of the Plan impairs or leaves unimpaired, as the case may be, each Class of
Claims and Interests, and Article VI of the Plan provides for the assumption,
assumption and assignment or rejection of the Executory Contracts and Unexpired
Leases of the Debtors not previously assumed, assumed and assigned or rejected
pursuant to section 365 of the Bankruptcy Code and appropriate authorizing
orders of the Court.
|
(ii)
|
Section
1123(b)(3)—Settlement, Releases, Exculpation, Injunction, and Preservation
of Claims and Causes of Action
|
|
(A)
|
Settlements
Under the Plan
|
39. The
Plan settles numerous litigable issues in the Chapter 11 Cases pursuant to
Bankruptcy Rule 9019 and sections 363 and 1123 of the Bankruptcy
Code. These settlements are in consideration for the distributions
and other benefits provided under the Plan. Any other compromise and
settlement provisions of the Plan and the Plan itself constitute a compromise of
all Claims, Interests or Causes of Action relating to the contractual, legal and
subordination rights that a holder of a Claim or Interest may have with respect
to any Allowed Claim or Interest or any distribution to be made on account of
such an Allowed Claim or Interest.
40. The
Plan is premised on a global settlement among the Debtors, the Creditors’
Committee and the Ad Hoc Bondholders’ Committee (collectively, the “Settling Parties”), which has
facilitated the implementation of the Debtors’ primary restructuring goals and
includes: (a) potential objections to the New Chemtura Total
Enterprise Value, (b) the mechanism by which Disputed Claims will be
resolved; (c) a settlement resolving the Creditors’ Committee Action,
(d) the extent and validity of Great Lakes Chemical Corporation’s ownership
interest in the non-Debtor affiliate CHCI, (e) the enforceability and
allowance of Claims held by holders of the 2016 Notes and the holders of the
2026 Notes relating to the Make-Whole Provision and the No-Call Penalty,
(f) the Claims of the Ad Hoc Bondholders’ Committee for its unpaid,
reasonable, documented and necessary third-party fees and expenses up to a
specified cap, (g) the extent, validity and appropriate resolution of
Claims and asserted rights or regulatory action by the PBGC, and (h) the
treatment of Diacetyl Claims and Environmental Claims (collectively, the “Global
Settlement”).
18
41. The
findings of fact and conclusions of law in connection with approval of the
Global Settlement are set forth in the Bench Decision on pages 41 through
68.
|
(B)
|
Debtors’
Releases, Third Party Releases, Exculpation, Plan Injunction and Retained
Causes of Action
|
42. Releases by the
Debtors. The releases and discharges of Claims and Causes of
Action by the Debtors described in Section 11.2 of the Plan (the “Debtor Releases”) releases
certain parties defined in the Plan as the “Released
Parties.” The Released Parties include the Debtors, New
Chemtura, the Reorganized Debtors, the Creditors’ Committee, the Ad Hoc
Bondholders’ Committee, the Indenture Trustees, the DIP Agent, the DIP Lenders
and the subsidiaries, affiliates, members, officers, directors, professionals
and employees of each. Additionally, the PBGC and its agents,
attorneys and financial advisors are also Released Parties.10
43. The
findings of fact and conclusions of law for the Debtor Releases are set forth in
the Bench Decision on pages 71 through 75.
10
|
Importantly,
the PBGC is not precluded or enjoined from enforcing against the Debtors,
the Reorganized Debtors or any other party that may have liability or
responsibility with respect to the U.S. Pension
Plans.
|
19
44. Non-Diacetyl Third Party Releases and
Exculpation. The releases of Claims and Causes of Action by holders of
Claims and Interests described in Sections 11.3 of the Plan (collectively, the
“Third Party Releases”)
and the exculpation provisions set forth in Section 11.6 of the Plan are
unenforceable for the reasons set forth in the Bench Decision on pages 71 to
75. Following entry of this Confirmation Order, this Court shall
retain exclusive jurisdiction to consider any claims against the Released
Parties involving the administration of the Chapter 11 Cases, any rulings,
orders or decisions in the Chapter 11 Cases or any aspects of the Debtors’
restructuring, including the decision to commence the Chapter 11 Cases, the
development and implementation of the Plan, decisions and actions taken during
the Chapter 11 Cases and any asserted claims based upon or related to
prepetition obligations administered in the Chapter 11 Cases. The
unenforceability of the exculpation provisions set forth in Section 11.6 of the
Plan does not preclude the Court’s ability to confirm the Plan.
45. Diacetyl Third Party
Releases. The releases of Claims and Causes of Action by
holders of Diacetyl Claims described in Sections 11.4 of the Plan are hereby
approved.
46. Injunction. The
injunction provisions set forth in Section 11.8 of the Plan, as limited by
paragraph 43 of this order (the “Plan Injunction”) are
essential to the Plan and are necessary to preserve and enforce the Debtor
Releases and the Plan, and are narrowly tailored to achieve that
purpose.
47. The
Debtor Releases and the Plan Injunction: (a) are within the
jurisdiction of the Court under 28 U.S.C. §§ 1334(a), 1334(b) and 1334(d); (b)
are an essential means of implementing the Plan pursuant to section 1123(a)(6)
of the Bankruptcy Code; (c) are an integral element of the transactions
incorporated into the Plan; (d) are in the best interests of, the Debtors,
the Estates and all stakeholders in the Chapter 11 Cases; (e) are important
to the overall objectives of the Plan to finally resolve all Claims among or
against the parties-in-interest in the Chapter 11 Cases with respect to the
Debtors; and (f) are consistent with sections 105, 1123 and 1129 of the
Bankruptcy Code, other provisions of the Bankruptcy Code and other applicable
law. The record of the Confirmation Hearing and the Chapter 11 Cases
is sufficient to support the Debtor Releases and the Plan
Injunction.
20
48.
Preservation of Claims and
Causes of Action. Section 5.29 of the Plan appropriately
provides for the preservation by the Debtors of the Causes of Action in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code. A list
of the retained Causes of Action is provided in the Plan Supplement and such
actions are retained pursuant to the Plan. The provisions regarding
the retained Causes of Action in the Plan are appropriate and are in the best
interests of the Debtors, the Estates and all holders of Claims and
Interests.
|
i.
|
Section
1123(d)—Cure
of Defaults
|
49.
Section 6.3 of the Plan provides for the satisfaction of any monetary defaults
under each Executory Contract and Unexpired Lease to be assumed pursuant to the
Plan in accordance with section 365 of the Bankruptcy Code by payment of
any “cure amount” pursuant to the terms thereof. The Debtors, in
accordance with the Plan, distributed notices of proposed assumption and
proposed cure amounts to the applicable counterparties, which notices included
procedures for objecting to and resolving proposed assumptions of Executory
Contracts and Unexpired Leases any cure amounts paid in connection
therewith. Accordingly, the requirements of section 1123(d) of the
Bankruptcy Code are satisfied.
|
ii.
|
Section
1129(a)(2)—Compliance of the Debtors and Others With the Applicable
Provisions of the Bankruptcy Code
|
50. The
Debtors, as proponents of the Plan, have complied with all applicable provisions
of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,
including sections 1122, 1123, 1124, 1125, 1126 and 1128 of the Bankruptcy Code
and Bankruptcy Rules 3017, 3018 and 3019.
51.
Votes to accept or reject the Plan were solicited by the Debtors and their
respective present and former members, partners, representatives, officers,
directors, employees, advisors, attorneys and agents after the Court approved
the adequacy of the Disclosure Statement pursuant to section 1125(a) of the
Bankruptcy Code.
21
52. The
Debtors and their respective present and former members, partners,
representatives, officers, directors, employees, advisors, attorneys and agents
have solicited and tabulated votes on the Plan and have participated in the
activities described in section 1125 of the Bankruptcy Code fairly, in good
faith within the meaning of section 1125(e) of the Bankruptcy Code and in a
manner consistent with the applicable provisions of the Disclosure Statement
Order, the Disclosure Statement, the Solicitation Procedures Order, the
Bankruptcy Code, the Bankruptcy Rules and all other applicable rules, laws and
regulations, and are entitled to the protections afforded by section 1125(e) of
the Bankruptcy Code.
53. The
Debtors and their respective present and former members, officers, directors,
employees, advisors, attorneys and agents have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code with regard to
the offering, issuance, and distribution of recoveries under the Plan and,
therefore, are not, and on account of such distributions will not be, liable at
any time for the violation of any applicable law, rule or regulation governing
the solicitation of acceptances or rejections of the Plan or distributions made
pursuant to the Plan, so long as such distributions are made consistent with and
pursuant to the Plan. Accordingly, the requirements of section
1129(a)(2) of the Bankruptcy Code are satisfied.
|
iii.
|
Section
1129(a)(3)—Proposal of Plan in Good
Faith
|
54. The
Debtors have proposed the Plan in good faith and not by any means forbidden by
law for the reasons set forth in the Bench Decision on pages 41 through 42 and
pages 68 through 71.
22
|
iv.
|
Section
1129(a)(4)—Court Approval of Certain Payments as
Reasonable
|
55. The
procedures set forth in the Plan for the Court’s review and ultimate
determination of the fees and expenses to be paid by the Debtors in connection
with the Chapter 11 Cases, or in connection with the Plan and incident to the
Chapter 11 Cases, satisfy the objectives of, and are in compliance with, section
1129(a)(4) of the Bankruptcy Code. Accordingly, the requirements of section
1129(a)(4) of the Bankruptcy Code are satisfied.
|
v.
|
Section
1129(a)(5)—Disclosure of Identity of Proposed Management, Compensation of
Insiders and Consistency of Management Proposals with the Interests of
Creditors and Public Policy
|
56. The
Plan complies with the requirements of section 1129(a)(5) of the Bankruptcy Code
because, in the Disclosure Statement, the Plan and/or the Plan Supplement, the
Debtors have disclosed the following (a) the identity and
affiliations of each proposed director, each proposed officer and the manner in
which additional officers and directors of the Reorganized Debtors will be
chosen following Confirmation; and (b) the identity of and nature of any
compensation for any insider who will be employed or retained by the Reorganized
Debtors. The method of appointment of directors and officers of the
Debtors was, is and will be consistent with the interests of holders of Claims
and Interests and public policy. Accordingly, the requirements of
section 1129(a)(5) of the Bankruptcy Code are satisfied.
|
vi.
|
Section
1129(a)(6)—Approval of Rate Changes
|
57. The
Plan does not contain any rate changes subject to the jurisdiction of any
governmental regulatory commission and therefore will not require governmental
regulatory approval. Therefore, section 1129(a)(6) of the Bankruptcy
Code is inapplicable to the Chapter 11 Cases.
23
|
vii.
|
Section
1129(a)(7)—Best Interests of Holders of Claims and
Interests
|
58. The
liquidation analysis attached as Exhibit
F to the Disclosure Statement (as amended and restated, the “Liquidation Analysis”) and the
other evidence related thereto in support of the Plan that was proffered or
adduced at or prior to, or in affidavits in connection with, the Confirmation
Hearing: (a) are reasonable, persuasive, credible, and accurate as of the dates
such analysis or evidence was prepared, presented, or proffered; (b) utilize
reasonable and appropriate methodologies and assumptions; (c) have not been
controverted by other evidence; and (d) establish that, holders of Allowed
Claims and Interests in every Class will recover as much or more under the Plan
on account of such Claim or Interest property of a value, as of the Effective
Date, than the amount such holder would receive if the Debtors were liquidated
on the Effective Date under chapter 7 of the Bankruptcy Code.
59. Specifically,
the Liquidation Analysis properly: (a) estimated that gross
proceeds at each Debtor would consist (as applicable) of (i) Cash,
(ii) trade receivables, (iii) inventory, (iv) other current
assets, (v) property, plant and equipment, (vi) goodwill, (vii) net
intangibles, (viii) investments in subsidiaries (if any), (ix) other
noncurrent assets, (x) intercompany receivables and (xi) reimbursement
claims (if any); (b) assumed that a conversion of the Chapter 11 Cases
to cases under chapter 7 would force the shutdown of most of the operations of
the Debtors’ non-Debtor subsidiaries and affiliates, such that the proceeds
generated from the liquidation of the non-Debtor subsidiaries and affiliates
would be used to satisfy costs and expenses of the liquidation and each of
the non-Debtor liabilities (in accordance with local law), with the remaining
value (if any) going to the respective Debtor parent; (c) assumed that
distributable value to holders of Claims and Interests would consist of the
proceeds from the disposition of each of the Debtor’s assets, net of amounts
used to satisfy liquidation costs, including fees paid to the chapter 7
trustee, asset disposition and administrative and priority claims (including tax
claims); and (d) assumed that remaining amounts, if any, after these costs
have been satisfied in full would then be distributed to the holders of each
Debtor’s Claims and Interests in accordance with the priorities set forth in
section 726 of the Bankruptcy Code.
24
60. Accordingly,
the requirements of section 1129(a)(7) of the Bankruptcy Code are
satisfied.
|
viii.
|
Section
1129(a)(8)—Conclusive Presumption of Acceptance by Unimpaired Classes;
Acceptance of the Plan by Each Impaired
Class
|
61. Classes
1, 2, 3, 4c and 9 are each of the Classes of Unimpaired Claims or Interests that
are conclusively presumed to have accepted the Plan under section 1126(f) of the
Bankruptcy Code.
62. Because
the Plan has not been accepted by the Rejecting Class, the Debtors seek
Confirmation under section 1129(b), rather than section 1129(a)(8), of the
Bankruptcy Code. Thus, although section 1129(a)(8) of the Bankruptcy Code has
not been satisfied with respect to the Rejecting Class, the Plan is confirmable
because the Plan does not discriminate unfairly and is fair and equitable with
respect to the Rejecting Class and thus satisfies section 1129(b) of the
Bankruptcy Code with respect to such Class as described further below and as set
forth in the Bench Decision. As a result, the requirements of section
1129(b) of the Bankruptcy Code are satisfied.
|
ix.
|
Section
1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section
507(a) of the Bankruptcy Code
|
63. The
treatment of Administrative Claims, Priority Tax Claims, DIP Claims and
Statutory Fees under Article II of the Plan satisfies the requirements of, and
complies in all respects with, section 1129(a)(9) of the Bankruptcy
Code. Accordingly, the requirements of section 1129(a)(9) of the
Bankruptcy Code are satisfied.
25
|
x.
|
Section
1129(a)(10)—Acceptance By At Least One Impaired
Class
|
64. As
set forth in the Voting Certifications, the Impaired Accepting Classes have
voted to accept the Plan. Specifically, holders of Claims in Classes
4a, 4b, 5, 6, 7, 8, 10 and 11 voted to accept the Plan. As such,
there is at least one Class of Claims that is Impaired under the Plan and has
accepted the Plan, determined without including any acceptance of the Plan by
any insider (as defined by the Bankruptcy Code). Accordingly, the
requirements of section 1129(a)(10) of the Bankruptcy Code have been
satisfied.
|
xi.
|
Section
1129(a)(11)—Feasibility of the Plan
|
65. The
Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The
evidence supporting the Plan proffered or adduced by the Debtors at, or prior
to, or in affidavits filed in connection with, the Confirmation
Hearing: (a) is reasonable, persuasive, credible and accurate as of
the dates such analysis or evidence was prepared, presented or proffered;
(b) utilizes reasonable and appropriate methodologies and assumptions; (c)
has not been controverted by other evidence; (d) establishes that the Plan
is feasible and Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of the
Reorganized Debtors or any successor to the Reorganized Debtors under the Plan
except as provided in the Plan; and (e) establishes that the Reorganized
Debtors will have sufficient funds available to meet their obligations under the
Plan. Accordingly, the requirements of section 1129(a)(11) of
the Bankruptcy Code have been satisfied.
|
xii.
|
Section
1129(a)(12)—Payment of Bankruptcy
Fees
|
66. Section
2.4 of the Plan provides that all fees payable pursuant to section 1930 of the
United States Judicial Code shall be paid for in full, in Cash, plus interest
due and payable under 31 U.S.C. § 3717 (if any), on all disbursements, including
Plan payments and disbursements in and outside the ordinary course of the
Debtors’ business at the time of Confirmation. On and after the
Effective Date, the Reorganized Debtors shall pay the applicable U.S. Trustee
fees for each of the Reorganized Debtors when due in the ordinary course until
such time as the Court enters a final decree in such Reorganized Debtor’s
Chapter 11 Case. Accordingly, the requirements of section 1129(a)(12)
of the Bankruptcy Code have been satisfied.
26
|
xiii.
|
Section
1129(a)(13)—Retiree Benefits
|
67. Section
1129(a)(13) of the Bankruptcy Code requires a plan to provide for “retiree
benefits” (as defined in section 1114 of the Bankruptcy Code) at levels
established pursuant to section 1114 of the Bankruptcy Code. Section
5.21 of the Plan provides that, on and after the Effective Date, all retiree
benefits shall continue to be paid in accordance with applicable
law. Accordingly, the requirements of section 1129(a)(13) of the
Bankruptcy Code have been satisfied.
|
xiv.
|
Section
1129(b)—Confirmation of Plan Over Nonacceptance of Impaired
Class
|
68. Notwithstanding
the fact that the Rejecting Class has voted not to accept the Plan, the Plan may
be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code for the
reasons set forth in the Bench Decision on pages 10 through 44.
69. As
a result, the Plan satisfies the requirements of section 1129(b) of the
Bankruptcy Code. Thus, the Plan may be confirmed even though section
1129(a)(8) of the Bankruptcy Code is not satisfied. After entry of
the Confirmation Order and upon the occurrence of the Effective Date, the Plan
shall be binding upon the members of, and holders of Interests in, the Rejecting
Class.
27
xv. Section
1129(c)—Only One Plan
70. Other
than the Plan (including previous versions thereof), no other plan has been
filed in the Chapter 11 Cases. Accordingly, the requirements of
section 1129(c) of the Bankruptcy Code have been satisfied.
xvi. Section
1129(d)—Principal Purpose of the Plan Is Not Avoidance of Taxes
71. No
governmental unit has requested that the Court refuse to confirm the Plan on the
grounds that the principal purpose of the Plan is the avoidance of taxes or the
avoidance of the application of section 5 of the Securities Act. As
evidenced by its terms, the principal purpose of the Plan is not such
avoidance. Accordingly, the requirements of section 1129(d) of the
Bankruptcy Code have been satisfied.
O.
|
Satisfaction
of Confirmation Requirements
|
72. Based
upon the foregoing, the Plan satisfies the requirements for confirmation set
forth in section 1129 of the Bankruptcy Code.
P.
|
Disclosure:
Agreements and Other Documents
|
73. The
Debtors have disclosed all material facts regarding the Plan and the documents
included in the Plan Supplement, including: (a) the list identifying the
New Boards; (b) the list of Assumed Executory Contracts and Unexpired
Leases and proposed cure claims; (c) the list of Rejected Executory
Contracts and Unexpired Leases; (d) the list of retained Causes of Action;
(e) the Exit Credit Facility Agreement; (f) the New Certificates of
Incorporation; (g) the New By-Laws; (h) a description of the elected
treatment of Intercompany Claims; (i) the New Incentive Plan; (j) the
Emergence Incentive Plan; (k) the New Employment Agreements; (l) the
D&O Liability Insurance Policies; (m) the Registration Rights;
(n) the list identifying the Disbursing Agents; (o) securities
registration exemptions; (p) exemption under section 1146(a) of the
Bankruptcy Code; and (q) the adoption, execution, and delivery of all
contracts, leases, instruments, securities, releases, indentures and other
agreements related to any of the foregoing.
28
Q.
|
Conditions
to Confirmation
|
74. Entry
of the Confirmation Order, in a form and substance acceptable to the Debtors,
the Creditors’ Committee and the Ad Hoc Bondholders’ Committee, shall satisfy
the conditions to Confirmation set forth in Section 12.1
R.
|
Likelihood
of Satisfaction of Conditions Precedent to the Effective
Date
|
75. Each
of the conditions precedent to the Effective Date, as set forth in Section 12.3
of the Plan, has been satisfied or waived in accordance with the provisions of
the Plan, or is reasonably likely to be satisfied, provided, however, that no
waiver of the conditions precedent to the Effective Date shall have occurred
without the consent of the Creditors’ Committee and the Ad Hoc Bondholders’
Committee.
S.
|
Implementation
|
76. All
documents and agreements necessary to implement the Plan, including those
contained in the Plan Supplement, and all other relevant and necessary documents
(including the New Certificates of Incorporation and the New By-Laws of the
Reorganized Debtors, and the Exit Credit Facility Agreement), have been
negotiated in good faith, at arm’s length, and are in the best interests of the
Debtors and the Reorganized Debtors and shall, upon completion of documentation
and execution be valid, binding, and enforceable documents and agreements not in
conflict with any federal or state law.
T.
|
Exit
Financing
|
77. On
the Effective Date, the Reorganized Debtors shall consummate the Exit Financing
in order to fund distributions under the Plan, to refinance extensions of credit
under the DIP Loan Agreement and to fund the Reorganized Debtors’ business
operations, and as provided herein, the Debtors shall be authorized to execute
and deliver those documents necessary or appropriate to obtain the Exit
Financing (and cause the release of any proceeds thereof from escrow), without
further notice to or order of the Court, act or action under applicable law,
regulation, order or rule or vote, consent, authorization or approval of any
person.
29
U.
|
Corporate
Action
|
78. Upon
the Effective Date, all actions contemplated by the Plan shall be deemed
authorized and approved in all respects, including (a) entry into the New
Employment Agreements and the Emergence Incentive Plan; (b) selection of the
directors and officers of the Reorganized Debtors; (c) the simplification of the
Reorganized Debtors’ corporate structure and the effectuation of any
transactions with respect to Intercompany Claims pursuant to the Plan;
(d) the consummation of the Exit Financing; (e) the issuance and
distribution of the New Common Stock as provided in the Plan; (f) the
establishment of the Disputed Claims Reserve, the Diacetyl Reserve and the
Environmental Reserve; and (g) all other actions contemplated by the Plan
(whether to occur before, on or after the Effective Date). All
matters provided for in the Plan involving the corporate structure of the
Debtors or the Reorganized Debtors, and any corporate action required by the
Debtors or the Reorganized Debtors in connection with implementation of the Plan
shall be deemed to have occurred and shall be in effect upon the Effective Date,
without any requirement of further action by the directors or officers of the
Debtors or the Reorganized Debtors.
V.
|
Executory
Contracts and Unexpired Leases
|
79. The
Debtors have exercised reasonable business judgment in determining whether to
assume or reject each of their Executory Contracts and Unexpired Leases as set
forth in the Plan, the Plan Supplement, this Confirmation Order or
otherwise. Each assumption or rejection of an Executory Contract or
Unexpired Lease in accordance with the Plan, the Plan Supplement, this
Confirmation Order or otherwise shall be legal, valid and binding upon
(a) the applicable Debtor and upon the Reorganized Debtors if such
Executory Contract or Unexpired Lease is assumed and (b) all non-Debtor parties
to such Executory Contract or Unexpired Lease, all to the same extent as if such
assumption or rejection had been authorized and effectuated pursuant to a
separate order of the Court that was entered pursuant to section 365 of the
Bankruptcy Code before Confirmation.
30
80. Notwithstanding
the foregoing, Executory Contracts and Unexpired Leases identified in Exhibit
E attached hereto are the subject of pending objections filed by
non-Debtor parties (collectively, the “Disputed
Contracts”). Accordingly, this Confirmation Order shall not be
deemed to effect an assumption or rejection by the Debtors of any of the
Disputed Contracts. Pursuant to this Confirmation Order, the Disputed
Contracts shall be deemed to be the subject of a pending motion to assume by the
Debtors pursuant to the Plan and section 365 of the Bankruptcy Code (the “Motion to Assume”), which
motion shall be addressed by separate order of this Court. The Motion
to Assume the Disputed Contracts shall be adjourned until such time as each of
the objections in relation to the Disputed Contracts is resolved or is otherwise
submitted to the Court for judicial determination.
W.
|
Issuance
of New Common Stock
|
81. The
issuance of New Common Stock is an essential element of the Plan, and is in the
best interests of the Debtors, their Estates, and their Creditors.
X.
|
Retention
of Jurisdiction
|
82. The
Court properly may retain jurisdiction over the matters set forth in
Article XIV and other applicable provisions of the
Plan.
31
II.
ORDER
BASED
ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS OF LAW, AS WELL AS THOSE SET
FORTH IN THE BENCH DECISION AND INCORPORATED HEREIN BY REFERENCE, IT IS
THEREFORE ORDERED, ADJUDGED AND DECREED THAT:
A.
|
Order
|
83. This
Confirmation Order shall confirm the Plan. A copy of the Plan is
attached hereto as Exhibit
A.
B.
|
Objections
|
84. To
the extent that any objections, reservations of rights, statements, or joinders
to Confirmation, including the Plan Objections, to the extent not sustained for
the reasons set forth in the Bench Decision and reflected in this Confirmation
Order, have not been withdrawn, waived or settled before entry of this
Confirmation Order or otherwise resolved as stated on the record of the
Confirmation Hearing such objections are hereby overruled on the
merits.
C.
|
Confirmation
of the Plan
|
85. The
Plan and the Plan Supplement (as such may be amended by this Confirmation Order
or in accordance with the Plan) and each of their provisions are confirmed in
each and every respect pursuant to section 1129 of the Bankruptcy
Code. The documents contained in the Plan Supplement, and any
amendments, modifications, and supplements thereto, and all documents and
agreements related thereto (including all exhibits and attachments thereto and
documents referred to in such papers), and the execution, delivery and
performance thereof by the Debtors and the Reorganized Debtors, are authorized
and approved as finalized, executed and delivered. Without further
order or authorization of the Court, the Debtors, the Reorganized Debtors and
their successors are authorized and empowered to make all modifications to all
documents included as part of the Plan Supplement that are consistent with the
Plan. As set forth in the Plan, once finalized and executed and upon
the occurrence of the Effective Date, the documents comprising the Plan
Supplement and all other documents contemplated by the Plan shall constitute
legal, valid, binding and authorized obligations of the respective parties
thereto, enforceable in accordance with their terms and, to the extent
applicable, shall create, as of the Effective Date, all Liens and other security
interests purported to be created thereby.
32
86. The
terms of the Plan, the Plan Supplement and exhibits thereto are incorporated by
reference into, and are an integral part of, the Confirmation
Order. The terms of the Plan, the Plan Supplement, all exhibits
thereto, and all other relevant and necessary documents, shall be effective and
binding as of the Effective Date of the Plan.
D.
|
Plan
Classification Controlling
|
87. The
terms of the Plan shall solely govern the classification of Claims and Interests
for purposes of the distributions to be made thereunder. The
classifications set forth on the ballots tendered to or returned by the holders
of Claims or Interests in connection with voting on the Plan pursuant to the
Solicitation Procedures Order: (a) were set forth on the ballots
solely for purposes of voting to accept or reject the Plan; (b) do not
necessarily represent, and in no event shall be deemed to modify or otherwise
affect, the actual classification of such Claims and Interests under the Plan
for distribution purposes; (c) may not be relied upon by any holder of a Claim
or Interest as representing the actual classification of such Claim or Interest
under the Plan for distribution purposes; and (d) shall not be binding on
the Debtors and Reorganized Debtors except for voting purposes.
E.
|
Valuation
|
88. The
New Chemtura Total Enterprise Value does not exceed $2.05
billion.
33
F.
|
Administrative
Claims Bar Date
|
89. Except
as otherwise provided in Section 2.1 of the Plan, requests for payment of
Administrative Claims must be filed and served on the Reorganized Debtors
pursuant to the procedures specified in the Confirmation Order and the notice of
entry of the Confirmation Order no later than 60 days after the Effective
Date. Holders of Administrative Claims that are required to, but do
not, file and serve a request for payment of such Administrative Claims by such
date shall be forever barred, estopped and enjoined from asserting such
Administrative Claims against the Debtors or Reorganized Debtors or their
property and such Administrative Claims shall be deemed discharged as of the
Effective Date. Objections to such requests, if any, must be filed
and served on the Reorganized Debtors and the requesting party no later than 90
days after the Effective Date. Notwithstanding the foregoing, no
request for payment of an Administrative Claim need be filed with respect to an
Administrative Claim previously Allowed by Final Order, including all
Administrative Claims expressly Allowed under this Plan.
90. The
Reorganized Debtors may settle and pay any Administrative Claim in the ordinary
course of business without any further notice to or action, order, or approval
of the Court. In the event that any party with standing objects to an
Administrative Expense Claim, the Court shall determine the Allowed amount of
such Administrative Claim.
G.
|
General
Settlement of Claims and Interests
|
91. As
one element of, and in consideration for, an overall negotiated settlement of
numerous disputed Claims and issues embodied in the Plan, pursuant to Bankruptcy
Rule 9019 and section 1123 of the Bankruptcy Code and in consideration for
the classification, Distributions, Releases and other benefits provided under
the Plan, the provisions of the Plan shall upon Consummation constitute a good
faith compromise and settlement of all Claims, Interests and controversies
resolved pursuant to the Plan. Subject to Article VII, all
distributions made pursuant to the Plan to holders of Allowed Claims and
Interests in any Class are intended to be and shall be final.
34
H.
|
Approval
of Settlements
|
92. The
settlements provided in Article V of the Plan, including Sections 5.2, 5.3, 5.4,
5.5 and 5.6 thereof, are expressly approved in all respects pursuant to
Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, and the Debtors
and the Reorganized Debtors are authorized, without further approval of this
Court or any other party, to execute and deliver all agreements, documents,
instruments and certificates relating to such settlements and to perform their
obligations thereunder; provided, however, that Section
5.6 of the Plan is deemed modified to the extent necessary to be consistent with
the statements made at the hearing held in these Chapter 11 Cases on August 4,
2010, the Second Amendment to the Plan Support Agreement and the Bench Decision
at page 66, with the effect that any reimbursement or payment of fees and
expenses to the Ad Hoc Bondholders’ Committee shall be subject to approval by
this Court upon application, notice and a hearing and no reimbursement or
payment of such fees and expenses shall be made except to the extent authorized
by further order of this Court.
I.
|
Intercompany
Claims
|
93. Notwithstanding
anything to the contrary in the Plan, this Confirmation Order or the Plan
Supplement, on the Effective Date, Chemtura Canada and Chemtura shall each
release any and all Intercompany Claims that each may have, now has or may have
in the future against the other on account of the Diacetyl Claims.
J.
|
Distributions
|
94. Notwithstanding
anything contained in the Plan, the Plan Supplement or this Confirmation Order,
the Distribution Record Date shall apply to all distributions except those with respect to
Classes of holders of publicly traded debt or equity securities, and
distributions pursuant to the Plan to Classes of holders of publicly traded debt
or equity securities shall be made to the holders of such securities on the date
of distribution, which shall be on or as soon as practicable after the Effective
Date.
35
K.
|
Environmental
Matters
|
95. Section
5.7 of the Plan concerning environmental matters is hereby
approved. Specifically, no environmental obligation to a Governmental
Unit relating to property owned or operated by any Debtor or Reorganized Debtor
on or after the Effective Date, except those obligations to reimburse costs
expended or paid by a Governmental Unit before the Petition Date or to pay
penalties owing to a Governmental Unit for violations of environmental laws or
regulations that occurred before the Petition Date, shall be discharged,
released or precluded by the Plan or Confirmation Order. Nothing in the
Plan shall limit, diminish or otherwise alter the Reorganized Debtors’ defenses,
claims, Causes of Action, or other rights under applicable non-bankruptcy law
with respect to any environmental obligations owing to Governmental Units at
owned or operated sites.
96. Furthermore,
nothing in the Plan shall constitute or be construed as an adjudication or
settlement of the disputed issues in the adversary proceeding [Adv. Case. No.
09-01719] commenced by Chemtura Corporation and the Subsidiary Debtors against
certain Governmental Units (and including any intervening parties) seeking a
declaratory judgment that certain environmental orders and obligations that are
or may be asserted against Chemtura Corporation and the Subsidiary Debtors by
the Governmental Units with respect to non-owned former sites and non-owned
off-site disposal sites are Claims that are dischargeable in the Chapter 11
Cases, which adversary proceeding is currently pending as of the date of the
Plan before the United States District Court for the Southern District of New
York.
36
97. In
the event of any conflict between (i) the Plan or this Confirmation Order and
(ii) any Environmental Settlement Agreement, the Environmental Settlement
Agreement shall govern.
L.
|
Election
of Cash and New Common Stock
|
98. To
the extent that a creditor has made an election pursuant to Section 5.9 of the
Plan, the Cash or New Common Stock that otherwise would be distributable to such
creditor will be aggregated in the Electing Creditors’ Pool and will be
reallocated among all Electing Creditors according to their recovery preferences
(with all distributions to be made such that each Electing Creditor receives the
aggregate value of consideration it otherwise would be entitled to, in the form
of the preferred distribution to the extent possible). Whether and to
what extent any Electing Creditor receives an increased percentage of the
consideration it requested will depend upon the elections of all holders of
Allowed Claims in the Participating Creditor Classes taken as a
whole. The failure of a holder to make a binding election to
participate in the Electing Creditors’ Pool during the voting period (including
the failure to submit a validly executed ballot or other form) reflects an
agreement that such holder will receive its recovery in the Cash-to-New Common
Stock ratio reflecting the Cash and New Common Stock in the Unsecured
Distribution Pool.
M.
|
Exit
Financing/Incurrence of New
Indebtedness
|
99. On
the Effective Date, the Reorganized Debtors shall consummate the Exit Financing
in order to fund distributions under the Plan, to refinance extensions of credit
under the DIP Loan Agreement and to fund the Reorganized Debtors’ business
operations, and the Debtors shall be authorized to execute and deliver those
documents necessary or appropriate to consummate the Exit Financing (and cause
the release of any proceeds thereof from escrow), without further notice to or
order of the Court, act or action under applicable law, regulation, order or
rule or vote, consent, authorization or approval of any
person.
37
N.
|
Sources
of Consideration for Plan
Distributions
|
|
i.
|
Cash
Consideration
|
100. All
Cash consideration necessary for the Reorganized Debtors to make payments or
distributions pursuant hereto shall be obtained from the Exit Financing(s) or
other Cash on hand of the Debtors, including Cash derived from business
operations. Further, the Debtors and the Reorganized Debtors will be
entitled to transfer funds between and among themselves as they determine to be
necessary or appropriate to enable the Reorganized Debtors to satisfy their
obligations under the Plan. Except as set forth in the Plan, any
changes in intercompany account balances resulting from such transfers will be
accounted for and settled in accordance with the Debtors’ historical
intercompany account settlement practices and will not violate or otherwise be
affected by the terms of the Plan.
|
ii.
|
Issuance
of New Common Stock
|
101. On
the Effective Date, New Chemtura shall issue up to 100 million shares of New
Common Stock for distribution pursuant to section 1145 of the Bankruptcy Code to
the holders of Allowed Claims against or Interests in (i) Class 4a for Chemtura
Corporation, (ii) Class 4b for each of the applicable Subsidiary Debtors, (iii)
Classes 5 and 6 for Chemtura Corporation and each of the Subsidiary Debtors,
(iv) Class 7 for Chemtura Corporation and Great Lakes Chemical Corporation and
(v) Classes 8 and 13a for Chemtura Corporation pursuant to the terms set forth
herein. All of the shares of New Common Stock issued pursuant to the
Plan shall be exempt from registration under the Securities Act pursuant to
section 1145 of the Bankruptcy Code and be duly authorized, validly issued,
fully paid and non-assessable. Each distribution and issuance
referred to in Article VII shall be governed by the terms and conditions set
forth in the Plan applicable to such distribution or issuance and by the terms
and conditions of the instruments evidencing or relating to such distribution or
issuance, which terms and conditions shall bind each Entity receiving such
distribution or issuance. The Reorganized Debtors will use their
commercially reasonable best efforts to list the New Common Stock on a national
securities exchange, with the initial goal of listing on the New York
Stock Exchange or NASDAQ by the Effective Date.
38
O.
|
The
Rights Offering
|
102. As
detailed in the Voting Certifications, Class 13a has conclusively voted to
reject the Plan. Accordingly, Section 5.12 of the Plan shall not
be effectuated pursuant to this Confirmation Order, the Plan or
otherwise. Any funds received by the Debtors or the Reorganized
Debtors or their agents on account of the Rights Offering and the Rights
Offering Procedures shall be returned to the applicable holders of an Interest
in Class 13a as soon as practicable.
39
P.
|
Cancellation
of Securities and Agreements
|
103. On
the Effective Date, except as otherwise specifically provided for in the
Plan: (a) the obligations of the Debtors under the Prepetition Credit
Agreement and the Indentures, and any other certificate, share, note, bond,
indenture, purchase right, option, warrant or other instrument or document
directly or indirectly evidencing or creating any indebtedness or obligation of
or ownership interest in the Debtors giving rise to any Claim or Interest
(except such certificates, notes or other instruments or documents evidencing
indebtedness or obligations of the Debtors that are specifically reinstated
pursuant to the Plan), shall be cancelled as to the Debtors, and the Reorganized
Debtors shall not have any continuing obligations thereunder and (b) the
obligations of the Debtors pursuant, relating or pertaining to any agreements,
indentures, certificates of designation, bylaws or certificate or articles of
incorporation or similar documents governing the shares (including the CHCI
Preferred Stock), certificates, notes, bonds, purchase rights, options, warrants
or other instruments or documents evidencing or creating any indebtedness or
obligation of the Debtors (except such agreements, certificates, notes or other
instruments evidencing indebtedness or obligations of the Debtors that are
specifically reinstated pursuant to the Plan) shall be released and discharged;
provided, however,
notwithstanding Confirmation or the occurrence of the Effective Date, that any
such indenture or agreement that governs the rights of the holder of a Claim
shall continue in effect solely for purposes of (i) allowing holders of
Prepetition Secured Lender Claims, Prepetition Unsecured Lender Claims, 2009
Notes Claims, 2016 Notes Claims and 2026 Notes Claims (as applicable) to receive
distributions under the Plan as provided in the Plan, (ii) allowing the
Prepetition Administrative Agent and the Indenture Trustees, if applicable, to
make distributions under the Plan as provided herein, and deduct therefrom such
compensation, fees and expenses due thereunder or incurred in making such
distributions and (iii) allowing the Prepetition Administrative Agent and
the Indenture Trustees to seek compensation and/or reimbursement of fees and
expenses in accordance with the terms of this Plan; provided further, however, that the
preceding proviso shall not affect the discharge of Claims or Interests pursuant
to the Bankruptcy Code, the Confirmation Order or the Plan, or result in any
expense or liability to the Reorganized Debtors, except to the extent set forth
in or provided for under the Plan. For the avoidance of doubt, as of
the date of Confirmation of the Plan, all Proofs of Claim on account of
Prepetition Secured Lender Claims, Prepetition Unsecured Lender Claims, 2009
Notes Claims, 2016 Notes Claims and 2026 Notes Claims shall be deemed
resolved. On and after the Effective Date, all duties and
responsibilities of the Prepetition Administrative Agent under the Prepetition
Credit Agreement and the Indenture Trustees under the Indentures, as applicable,
shall be discharged except to the extent required in order to effectuate the
Plan.
40
Q.
|
Surrender
of Existing Securities
|
104. As
a condition precedent to receiving any distribution on account of any Notes,
each record holder of any Notes shall be deemed to have surrendered such Notes
or other documentation underlying such Notes and all such surrendered Notes and
other documentation shall be deemed to be cancelled in accordance with Section
5.12 of the Plan.
R.
|
Section
1145 Exemption
|
105. The
issuance of the New Common Stock distributed pursuant to the Plan to holders of
Claims and Interests shall be issued pursuant to section 1145 of the Bankruptcy
Code and without registration under the Securities Act or any similar applicable
law and shall be exempt from such laws to the maximum extent permitted by law
without further act or action by any person.
S.
|
Corporate
Existence
|
106. Except
as otherwise provided in the Plan, in the Corporate Governance Documents or
elsewhere in the Plan Supplement, each Debtor, as Reorganized, shall continue to
exist after the Effective Date as a separate corporate entity, limited liability
company, partnership or other form, as the case may be, with all the powers of a
corporation, limited liability company, partnership or other form, as the case
may be, pursuant to the applicable law in the jurisdiction in which each
applicable Debtor is incorporated or formed.
41
T.
|
New
Certificate of Incorporation and New
By-Laws
|
107. On
or immediately before the Effective Date, New Chemtura and each of the other
Reorganized Debtors will file their respective New Certificates of Incorporation
with the applicable Secretaries of State and/or other applicable authorities in
their respective jurisdictions of incorporation in accordance with the corporate
laws of the respective jurisdictions of incorporation. After the
Effective Date, New Chemtura and each of the other Reorganized Debtors may amend
and restate their respective New Certificates of Incorporation and New By-Laws
and other constituent documents as permitted by the laws of their respective
jurisdictions of incorporation and their respective New Certificates of
Incorporation and New By-Laws.
U.
|
New
Chemtura’s and Reorganized Debtors’ Boards of
Directors
|
108. On
the Effective Date, the initial members of the New Board shall be Craig A.
Rogerson, Jeffrey D. Benjamin, Timothy J. Bernlohr, Alan S. Cooper, James W.
Crownover, Jonathan F. Foster, Roger L. Headrick and John K. Wulff.
V.
|
Officers
of New Chemtura and Reorganized
Debtors
|
109. The
officers of New Chemtura and each of the other Reorganized Debtors have been
identified in the Plan Supplement, and the Reorganized Debtors shall be
authorized to employ such officers without further order of the Court or other
further action by any other person or entity.
W.
|
Employee
Benefits
|
110. Except
as otherwise provided in the Plan, on and after the Effective Date, the
Reorganized Debtors may honor, in the ordinary course of business, any
prepetition contracts, agreements, policies, programs and plans for, among other
things, compensation (other than prepetition equity based compensation related
to Interests, which shall receive appropriate compensation as provided for
pursuant to the Plan), health care benefits, disability benefits, deferred
compensation benefits, travel benefits, vacation benefits, savings plans,
severance benefits, welfare benefits, workers’ compensation insurance, life
insurance and accidental death and dismemberment insurance for the directors,
officers and employees of any of the Debtors who served in such capacity at any
time; provided, however, that the Debtors’ or
Reorganized Debtors’ performance under any employment agreement will not entitle
any person to any benefit or alleged entitlement under any contract, agreement,
policy, program or plan that has expired or been terminated before the Effective
Date, or restore, reinstate or revive any such benefit or alleged entitlement
under any such contract, agreement, policy, program or plan. Nothing
herein or in the Plan shall limit, diminish or otherwise alter the Reorganized
Debtors’ defenses, claims, Causes of Action or other rights with respect to any
such contracts, agreements, policies, programs and plans, including the
Reorganized Debtors’ rights to modify unvested benefits pursuant to their
terms.
42
X.
|
Retiree
Benefits
|
111. All
employment, retirement and other agreements or arrangements in place as of the
Effective Date with the Debtors’ officers, directors, or employees, who will
continue in such capacities or similar capacities after the Effective Date, or
retirement income plans and welfare benefit plans for such persons, shall remain
in place after the Effective Date, and the Reorganized Debtors will continue to
honor such agreements, arrangements, programs and plans; provided, however, that the
foregoing shall not apply to any stock-based compensation or incentive plan,
agreement, or arrangement existing as of the Petition Date. Nothing
herein or in the Plan shall limit, diminish, or otherwise alter the Reorganized
Debtors’ defenses, claims, Causes of Action, or other rights with respect to any
such contracts, agreements, policies, programs, and
plans. Notwithstanding the foregoing, pursuant to section 1129(a)(13)
of the Bankruptcy Code, on and after the Effective Date, all retiree benefits
(as that term is defined in section 1114 of the Bankruptcy Code), if any, shall
continue to be paid in accordance with applicable law. For the
avoidance of doubt, the Debtors shall continue to provide certain retiree
welfare benefits under certain of its retiree welfare benefit plans to the
extent required under a separate agreement entered into with the United
Steelworkers, to be approved by the Court in connection with Confirmation of the
Plan, which requires the Debtors to modify and maintain such benefits under such
plans. The Debtors have modified certain non-vested retiree benefits
pursuant to order of this Court, and the Court is scheduled to hear oral
argument regarding the issue of whether the Debtors have the right to modify
certain other non-vested retiree benefits in the near term.
43
112. Pursuant
to the Plan, the Debtors or Reorganized Debtors, as applicable, shall continue
the U.S. Pension Plans. The U.S. Pension Plans shall be continued in
accordance with their terms, and the Debtors or the Reorganized Debtors, as
applicable, shall (i) satisfy the minimum funding standards pursuant to 26
U.S.C. §§ 412 and 430 and 29 U.S.C. §§ 1082 and 1083, (ii) be liable for the
payment of PBGC premiums in accordance with Title IV of ERISA, 29 U.S.C. §§ 1306
and 1307, subject to any and all applicable rights and defenses of the Debtors,
and (iii) administer the U.S. Pension Plans in accordance with the provisions of
ERISA and the Internal Revenue Code. Notwithstanding any provision of
the Plan or this Order to the contrary, the U.S. Pension Plans shall be
continued and administered in accordance with ERISA and the Internal Revenue
Code.
113. All
Non-Qualified Pension Arrangements shall be deemed assumed as of the Effective
Date to the extent they are Executory Contracts, or will be Reinstated pursuant
to Section 3.3(d)(i)(B) or Section 3.3(d)(ii)(B) of the Plan, as
applicable. Any monetary default under the Non-Qualified Pension
Arrangements to be so assumed or Reinstated hereunder shall be satisfied in
accordance with Section 6.3 of the Plan or as otherwise may be agreed to by the
Debtors in accordance with the Plan and the beneficiaries of the Non-Qualified
Pension Arrangements, and any postpetition interest paid on account of such
Claims shall be paid at the federal judgment rate as of the Petition
Date. Assumption or Reinstatement of any Non-Qualified Pension
Arrangement pursuant to the Plan or otherwise and payment of postpetition
interest in accordance with the preceding sentence shall be deemed to provide
full satisfaction of all prepetition Claims arising under any assumed
Non-Qualified Pension Arrangement including those set forth in Proofs of Claim
Nos. 1069, 1973, 1974, 1975, 2046, 2048, 2049, 2081, 2084, 2086, 2088, 2165,
2166, 2167, 2168, 2169, 2170, 2171, 2172, 2173, 2174, 2198, 2199, 2239, 2336,
2337, 2338, 2353, 2355, 9496 and 10234.
44
114. On
the Effective Date, and consistent with the PBGC Settlement, all Proofs of Claim
filed by the PBGC, including Proofs of Claim Nos. 10747, 10871, 10876, 10883,
10885, 10891, 11527, 11574, 11577, 11583, 11958 and 11967 and Proofs of Claim
Nos. 14962 through 15273, shall be deemed expunged from the Claims Register
without further action by any party or the Court.
Y.
|
The
Incentive Plans
|
115. The
terms of the Incentive Plans, as set forth in the Plan Supplement, are hereby
approved, and the Debtors and the Reorganized Debtors are authorized, without
further approval of this Court or any other party, to execute and deliver all
agreements, documents, instruments and certificates relating to the Incentive
Plans and to perform their obligations thereunder. Eleven million
shares of New Common Stock have been reserved to be issued pursuant to the Plan
for the New Incentive Plan and shall be duly authorized, validly issued, fully
paid and non-assessable.
45
Z.
|
Vesting
of Assets in the Reorganized
Debtors
|
116. Except
as otherwise provided in the Plan or any agreement, instrument or other document
incorporated therein, on the Effective Date, all property in each Estate, all
Causes of Action (except those released pursuant to the Releases by the Debtors)
shall vest in each respective Reorganized Debtor, free and clear of all Liens,
Claims, charges or other encumbrances (except for Liens, if any, granted to
secure the Exit Financing). On and after the Effective Date, except
as otherwise provided in the Plan (including the provisions of Section 8.1
of the Plan), each Reorganized Debtor may operate its business and may use,
acquire or dispose of property and compromise or settle any Claims, Interests or
Causes of Action without supervision or approval by the Court and free of any
restrictions of the Bankruptcy Code or Bankruptcy Rules.
AA.
|
Effectuating
Documents; Further Transactions
|
117. On
and after the Effective Date, the Reorganized Debtors and the managers, officers
and members of the boards of directors thereof are authorized to issue, execute,
deliver, file or record such contracts, securities, instruments, releases and
other agreements or documents related to the foregoing and take such actions as
may be necessary or appropriate to effectuate, implement and further evidence
the terms and conditions of the Plan (including the Exit Financing) and the
securities issued pursuant to the Plan in the name of and on behalf of the
Reorganized Debtors, without the need for any approvals, authorization or
consents except for those expressly required pursuant to the
Plan. The authorizations and approvals contemplated by Section 5.26
of the Plan shall be effective notwithstanding any requirements under
non-bankruptcy law.
BB.
|
Section
1146 Exemption from Certain Taxes and
Fees
|
118. Pursuant
to section 1146(a) of the Bankruptcy Code, any transfers of property
pursuant to the Plan shall not be subject to any stamp tax or other similar tax
or governmental assessment in the United States. The appropriate
state or local governmental officials or agents shall forgo the collection of
any such tax or governmental assessment and shall accept for filing and
recordation instruments or other documents pursuant to such transfers of
property without the payment of any such tax or governmental
assessment. Such exemption specifically applies, without limitation,
to (a) the creation of any mortgage, deed of trust, lien or other security
interest; (b) the making or assignment of any lease or sublease; (c) any
restructuring transaction authorized by Section 5.24 of the Plan; or
(d) the making or delivery of any deed or other instrument of transfer
under, in furtherance of or in connection with the Plan, including: (i) any
merger agreements; (ii) agreements of consolidation, restructuring, disposition,
liquidation or dissolution; (iii) deeds; or (iv) assignments executed in
connection with any transaction occurring under the Plan.
46
CC.
|
D&O
Liability Insurance Policies
|
119. Notwithstanding
anything in the Plan or in this Confirmation Order to the contrary, as of the
Effective Date, the Debtors shall assume (and assign to the Reorganized Debtors
if necessary to continue the D&O Liability Insurance Policies in full force)
all of the D&O Liability Insurance Policies pursuant to section 365(a)
of the Bankruptcy Code. Entry of this Confirmation Order shall
constitute the Court’s approval of the Debtors’ foregoing assumption of each of
the D&O Liability Insurance Policies. Notwithstanding anything to
the contrary contained in the Plan, Confirmation shall not discharge, impair or
otherwise modify any obligations assumed by the foregoing assumption of the
D&O Liability Insurance Policies, and each such obligation shall be deemed
and treated as an Executory Contract that has been assumed by the Debtors under
the Plan as to which no Proof of Claim need be filed. On or before
the Effective Date, the Reorganized Debtors shall obtain reasonably sufficient
tail coverage (i.e.,
D&O insurance coverage that extends beyond the end of the policy period)
under a directors and officers’ liability insurance policy for the current and
former directors, officers and managers for a period of five years, and placed
with such insurers, the terms of which have been set forth in the Plan
Supplement, and the Debtors and the Reorganized Debtors are authorized, without
further approval of this Court or any other party, to execute and deliver all
agreements, documents, instruments and certificates relating to such D&O
insurance coverage and to perform their obligations thereunder.
47
DD.
|
Preservation
of Rights of Action
|
120. In
accordance with section 1123(b) of the Bankruptcy Code, and except where
such Causes of Action have been expressly released (including, for the avoidance
of doubt, pursuant to the Releases by the Debtors provided by
Section 11.2 of the Plan), the
Reorganized Debtors shall retain and may enforce all rights to commence and
pursue, as appropriate, any and all Causes of Action, whether arising before or
after the Petition Date, and the Reorganized Debtors’ rights to commence,
prosecute or settle such Causes of Action shall be preserved notwithstanding the
occurrence of the Effective Date. The Reorganized Debtors may pursue
such Causes of Action, as appropriate, in accordance with the best interests of
the Reorganized Debtors. No Entity may rely on the absence of a
specific reference in the Plan or the Disclosure Statement to any Cause of
Action against them as any indication that the Debtors or Reorganized Debtors,
as applicable, will not pursue any and all available Causes of Action against
them. Except with respect to Causes of Action as to which the Debtors
or Reorganized Debtors have released any Person or Entity on or before the
Effective Date (including pursuant to the Releases by the Debtors or otherwise),
the Debtors or Reorganized Debtors, as applicable, expressly reserve all rights
to prosecute any and all Causes of Action against any Entity, except as
otherwise expressly provided in the Plan. Unless any Causes of Action
against an Entity are expressly waived, relinquished, exculpated, released,
compromised or settled in the Plan or a Bankruptcy Court order, the Reorganized
Debtors expressly reserve all Causes of Action, for later adjudication, and,
therefore, no preclusion doctrine, including the doctrines of res judicata,
collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial,
equitable or otherwise) or laches, shall apply to such Causes of Action upon,
after or as a consequence of the Confirmation or Consummation.
48
EE.
|
Executory
Contracts and Unexpired Leases
|
|
i.
|
Assumption
and Rejection of Executory Contracts and Unexpired
Leases
|
121. Except
as otherwise provided herein, or in any contract, instrument, release, indenture
or other agreement or document entered into in connection with the Plan, each of
Chemtura Corporation’s and the Subsidiary Debtors’ Executory Contracts and
Unexpired Leases, other than the Disputed Contracts, shall be deemed rejected as
of the Effective Date, unless such Executory Contract or Unexpired Lease:
(a) was assumed or rejected previously by the Debtors; (b) previously
expired or terminated pursuant to its own terms; (c) was the subject of a
motion to assume filed on or before the Effective Date; or (d) was identified as
an Executory Contract or Unexpired Lease to be assumed pursuant to the Plan
Supplement before the Effective Date.
122. Each
of Chemtura Canada’s Executory Contracts and Unexpired Leases shall be deemed
assumed as of the Effective Date.
123. Entry
of this Order shall constitute a Bankruptcy Court order approving the
assumptions or rejections of such Executory Contracts or Unexpired Leases, other
than the Disputed Contracts, as set forth in the Plan, all pursuant to sections
365(a) and 1123 of the Bankruptcy Code. Unless otherwise indicated,
all assumptions or rejections of Executory Contracts and Unexpired Leases
pursuant to the Plan are effective as of the Effective Date. Each
Executory Contract or Unexpired Lease assumed pursuant to the Plan or by
Bankruptcy Court order but not assigned to a third party before the Effective
Date shall revest in and be fully enforceable by the applicable contracting
Reorganized Debtor in accordance with its terms, except as such terms may have
been modified by such order. Notwithstanding anything to the contrary
in the Plan, the Debtors (with the consent of the Creditors’ Committee and the
Ad Hoc Bondholders’ Committee, which consent shall not be unreasonably withheld)
or the Reorganized Debtors, as applicable, shall have the right to alter, amend,
modify or supplement the list of Executory Contracts and Unexpired Leases
identified in the Plan Supplement at any time before the Effective Date without
approval of the Court. After the Effective Date, the Reorganized
Debtors shall have the right to terminate, amend or modify any intercompany
contracts, leases or other agreements without approval of the
Court.
49
|
ii.
|
Claims
Based on Rejection of Executory Contracts or Unexpired
Leases
|
124. All
Proofs of Claim with respect to Claims arising from the rejection of Executory
Contracts or Unexpired Leases, if any, must be filed with the Court within
30 days after the date of entry of an order of the Court (including this
Confirmation
Order) approving such
rejection. Any Claims arising from the rejection of an
Executory Contract or Unexpired Lease not filed with the Court within such time
will be automatically disallowed, forever barred from assertion and shall not be
enforceable against the Debtors or the Reorganized Debtors, the Estates or their
property without the need for any objection by the Reorganized Debtors or
further notice to, or action, order or approval of the Court. All
Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or
Unexpired Leases shall be classified as Class 4 General Unsecured Claims against
the applicable Debtor and shall be treated in accordance with Article III of the
Plan. The deadline to object to
Claims arising from the rejection of Executory Contracts or Unexpired Leases, if
any, shall be the later of (a) 90 days following the date on
which such Claim was filed and (b) such other period of limitation as may
be specifically fixed by an order of the Court for objecting to such
Claims.
50
|
iii.
|
Cure
of Defaults for Executory Contracts and Unexpired Leases
Assumed
|
125. Any
monetary defaults under each Executory Contract and Unexpired Lease to be
assumed pursuant to the Plan shall be satisfied, pursuant to
section 365(b)(1) of the Bankruptcy Code, by payment of the default amount
in Cash on the Effective Date, subject to the limitations described below, or on
such other terms as the parties to such Executory Contracts or Unexpired Leases
(and the Creditors’ Committee and the Ad Hoc Bondholders’ Committee, whose
consent shall not be unreasonably withheld) may otherwise agree. In
the event of a dispute regarding (a) the amount of any payments to cure
such a default, (b) the ability of the Reorganized Debtors or any assignee to
provide “adequate assurance of future performance” (within the meaning of
section 365 of the Bankruptcy Code) under the Executory Contract or
Unexpired Lease to be assumed or (c) any other matter pertaining to assumption,
the cure payments required by section 365(b)(1) of the Bankruptcy Code
shall be made following the entry of a Final Order or orders resolving the
dispute and approving the assumption.
126. Except
as otherwise expressly provided in the Plan or in this Order, assumption of any
Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall
result in the full release and satisfaction of any Claims or defaults, whether
monetary or nonmonetary, including defaults of provisions restricting the change
in control or ownership interest composition or other bankruptcy-related
defaults, arising under any assumed Executory Contract or Unexpired Lease at any
time before the effective date of the assumption.
51
|
iv.
|
Modifications,
Amendments, Supplements, Restatements or Other
Agreements
|
127. Unless
otherwise provided in the Plan, each Executory Contract or Unexpired Lease that
is assumed shall include all modifications, amendments, supplements,
restatements or other agreements that in any manner affect such Executory
Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases
related thereto, if any, including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal and any other
interests, unless any of the foregoing agreements has been previously rejected
or repudiated or is rejected or repudiated under the Plan.
128. Modifications,
amendments, supplements and restatements to prepetition Executory Contracts and
Unexpired Leases that have been executed by the Debtors during the Chapter 11
Cases shall not be deemed to alter the prepetition nature of the Executory
Contract or Unexpired Lease, or the validity, priority or amount of any Claims
that may arise in connection therewith.
|
v.
|
Reservation
of Rights
|
129. Neither
the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the
Rejected Executory Contract and Unexpired Lease List, nor anything contained in
the Plan, shall constitute an admission by the Debtors that any such contract or
lease is in fact an Executory Contract or Unexpired Lease or that any
Reorganized Debtor has any liability thereunder. If there is a
dispute regarding whether a contract or lease is or was executory or unexpired
at the time of assumption or rejection, the Debtors (with the consent of the
Creditors’ Committee and the Ad Hoc Bondholders’ Committee, which consent shall
not be unreasonably withheld) or Reorganized Debtors, as applicable, shall have
30 days following entry of a Final Order resolving such dispute to alter their
treatment of such contract or lease in accordance with the Plan and this
Confirmation Order.
52
|
vi.
|
Contracts
and Leases Entered Into After the Petition
Date
|
130. Contracts
and leases entered into after the Petition Date by any Debtor, including any
Executory Contracts and Unexpired Leases assumed by such Debtor, will be
performed by the Debtor or Reorganized Debtor liable thereunder in the ordinary
course of its business. Accordingly, such contracts and leases
(including any assumed Executory Contracts and Unexpired Leases) will survive
and remain unaffected by entry of this Confirmation Order.
|
vii.
|
Assumption
of Insurance Policies; Insurance
Neutrality
|
131. The
terms of Section 15.14 of the Plan regarding “Insurance Neutrality” are hereby
approved in their entirety.
132. The
identification of any Insurance Policy in the List of Assumed Executory
Contracts and Unexpired Leases and Proposed Cure Claims, included as Exhibit
B of the Plan Supplement [Docket No. 3765], does not constitute an
admission by the Debtors or by any Insurer, or a finding or determination by the
Bankruptcy Court, that such Insurance Policy (a) exists; (b) provides any
coverage to the Debtors; or (c) is or is not an Executory
Contract. The failure to identify any Insurance Policy in the
Plan Supplement shall not alter the terms of Section 6.7 of the
Plan.
133. Notwithstanding
the inclusion of any Insurance Policy in the List of Assumed Executory Contracts
and Unexpired Leases and Proposed Cure Claims, included as Exhibit B of the Plan
Supplement, and the amounts set forth as proposed Cure Claims therein, on and
after the Effective Date, all Cure Claims related to, and all non-monetary
obligations under, any Insurance Policy shall be Reinstated and addressed in the
ordinary course of business by the Reorganized Debtors, subject to a full
reservation of rights of the Reorganized Debtors and the Insurers with respect
to such Cure Claims and non-monetary obligations.
FF.
|
Provisions
Governing Distributions
|
134. The
distribution provisions of Article VII of the Plan are hereby approved and
authorized in their entirety. Except as otherwise set forth in the
Plan, the Reorganized Debtors shall make all distributions required under the
Plan. For tax purposes, distributions in full or partial satisfaction
of Allowed Claims shall be allocated first to the principal amount of Allowed
Claims, with any excess allocated to unpaid interest that accrued on such
Claims.
53
135. Notwithstanding
anything contained in the Plan, the Plan Supplement or this Confirmation Order,
each of the Indenture Trustees will serve as Disbursing Agent to facilitate
distributions to its respective Class of Notes Claims and Chemtura will serve as
the Disbursing Agent to facilitate all other distributions pursuant to the
Plan. The Debtors have modified the identity of the Disbursing Agent
in certain instances from the parties specified in the Plan Supplement, after
consulting with the U.S. Trustee, the Creditors’ Committee, the Ad Hoc
Bondholders’ Committee and the Equity Committee, to avoid unnecessary expense
associated with the retention of a third-party Disbursing Agent.
GG.
|
Settlement,
Release, Injunction and Related
Provisions
|
136. The
following releases, injunctions, exculpations, and related provisions as set
forth in Article XI of the Plan are hereby approved and authorized in their
entirety:
54
|
i.
|
Releases
by the Debtors
|
137. Pursuant to section 1123(b) of
the Bankruptcy Code, and except as otherwise specifically provided in the Plan
or the Plan Supplement, for good and valuable consideration, including the
service of the Released Parties to facilitate the reorganization of the
Debtors and the implementation of the restructuring contemplated by the Plan, on
and after the Effective Date, the Released Parties are deemed released and
discharged by the Debtors, New Chemtura, the Reorganized Debtors and the Estates
from any and all Claims, obligations, rights, suits, damages, Causes of Action,
remedies and liabilities whatsoever, including any derivative claims, asserted
or assertable on behalf of the Debtors, whether known or unknown, foreseen or
unforeseen, existing or hereinafter arising, in law, equity or otherwise, that
the Debtors, New Chemtura, the Reorganized Debtors, the Estates or their
Affiliates would have been legally entitled to assert in their own right
(whether individually or collectively) or on behalf of the holder of any Claim
or Interest or other Entity, based on or relating to, or in any manner arising
from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale
or rescission of the purchase or sale of any security of the Debtors or the
Reorganized Debtors, the subject matter of, or the transactions or events giving
rise to, any Claim or Interest that is treated in the Plan, the business or
contractual arrangements between any Debtor and any Released Party, the
restructuring of Claims and Interests before or during the Chapter 11 Cases, the
negotiation, formulation or preparation of the Plan and
Disclosure Statement, or related agreements, instruments or other
documents, upon any other act or omission, transaction, agreement, event or
other occurrence taking place on or before the Effective Date, other than Claims
or liabilities arising out of or relating to any act or omission of a Released
Party that constitutes willful misconduct (including fraud) or gross
negligence. Notwithstanding anything to the contrary in the
foregoing, the release set forth above does not release any post-Effective Date
obligations of any Released Party under the Plan or any document, instrument or
agreement (including those set forth in the Plan Supplement) executed to
implement the Plan, nor does it release any Cause of Action, obligation or
liability expressly set forth in or preserved by the Plan or the Plan
Supplement. Additionally, nothing in
the Chapter 11 Cases, this Order, the Plan, the Bankruptcy Code (including
section 1141 thereof) or any other document filed in the Chapter 11 Cases shall
in any way be construed to discharge, release, limit, or relieve the Debtors,
the Reorganized Debtors, or any other party, in any capacity, from any liability
or responsibility with respect to the U.S. Pension Plans or any other defined
benefit plan under any law, governmental policy, or regulatory
provision. PBGC and the U.S. Pension Plans shall not be enjoined or
precluded from enforcing such liability or responsibility by any of the
provisions of the Plan, this Order, Bankruptcy Code, or any other document filed
in the Chapter 11 Cases.
55
|
ii.
|
Releases
by Holders of Diacetyl Claims
|
138. As of the Effective Date, each holder
of a Claim in Class 10 shall be deemed to have conclusively, absolutely,
unconditionally, irrevocably and forever, released and discharged Chemtura
Canada from any and all Claims, Interests, obligations, rights, suits, damages,
Causes of Action, remedies and liabilities whatsoever, including any derivative
Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Entity would have been legally entitled to assert (whether individually or
collectively), consisting of, based on or relating to, or in any manner arising
from, in whole or in part, any Diacetyl Claim.
|
iii.
|
Liabilities
to, and Rights of, Governmental
Units
|
139. Nothing in the Plan or this Confirmation Order, including, but not limited to,
Article XI of the Plan, shall discharge, release, or
preclude: (a) any liability to a Governmental
Unit that is not a Claim; (b) any Claim of a Governmental Unit
arising on or after the Confirmation Date; (c) any liability to a Governmental
Unit on the part of any Person or Entity other than the Debtors or Reorganized
Debtors; (d) any valid right of setoff or
recoupment by a Governmental Unit; or (e) any criminal
liability. Nothing in the Plan or this Order shall enjoin or otherwise bar
any Governmental Unit from asserting or enforcing, outside the Bankruptcy Court,
any liability described in the preceding sentence.
56
140. The discharge and injunction
provisions contained in the Plan and this Order are not intended and shall not
be construed to bar any Governmental Unit from, after the Confirmation Date,
pursuing any police or regulatory action, except to the extent those discharge
and injunction provisions bar a Governmental Unit from pursuing Claims or
obligations that are liquidated and settled in an Environmental Settlement
Agreement to which the Governmental Unit is a party (provided, however, that the
Governmental Unit may take any action to enforce such an Environmental
Settlement Agreement and may take any action subject to a reservation in such an
Environmental Settlement Agreement).
|
iv.
|
Discharge
of Claims and Termination of
Interests
|
141. Pursuant
to section 1141(d) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan, the distributions, rights and treatment that
are provided in the Plan shall be in full and final satisfaction, settlement,
release and discharge, effective as of the Effective Date, of all Claims,
Interests and Causes of Action of any nature whatsoever, including any interest
accrued on Claims or Interests from and after the Petition Date, whether known
or unknown, against, liabilities of, Liens on, obligations of, rights against
and Interests in, the Debtors or any of their assets or properties, regardless
of whether any property shall have been distributed or retained pursuant to the
Plan on account of such Claims and Interests, including demands, liabilities and
Causes of Action that arose before the Effective Date, any contingent or
non-contingent liability on account of representations or warranties issued on
or before the Effective Date, and all debts of the kind specified in sections
502(g), 502(h) or 502(i) of the Bankruptcy Code, in each case whether or
not: (a) a Proof of Claim or Interest based upon such Claim, debt,
right or Interest is filed or deemed filed pursuant to section 501 of the
Bankruptcy Code; (b) a Claim or Interest based upon such Claim, debt, right or
Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c)
the holder of such a Claim or Interest has accepted the Plan. Except
as otherwise provided herein, any default by the Debtors or their Affiliates
with respect to any Claim or Interest that existed before or on account of the
filing of the Chapter 11 Cases shall be deemed cured on the Effective
Date. This Order shall be a judicial determination of the discharge
of all Claims and Interests subject to the Effective Date occurring, except as
otherwise expressly provided in the Plan.
57
|
v.
|
Injunction
|
142. FROM
AND AFTER THE EFFECTIVE DATE, ALL ENTITIES ARE PERMANENTLY ENJOINED FROM
COMMENCING OR CONTINUING IN ANY MANNER, ANY CAUSE OF ACTION RELEASED OR TO BE
RELEASED PURSUANT TO THE PLAN OR THIS CONFIRMATION ORDER
143. FROM
AND AFTER THE EFFECTIVE DATE, TO THE EXTENT OF THE RELEASES AND EXCULPATION
GRANTED IN ARTICLE XI OF THE PLAN, AS LIMITED BY PARAGRAPH 43 OF THIS ORDER, THE
RELEASING PARTIES SHALL BE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING IN
ANY MANNER AGAINST THE RELEASED PARTIES AND THE EXCULPATED PARTIES AND THEIR
ASSETS AND PROPERTIES, AS THE CASE MAY BE, ANY SUIT, ACTION OR OTHER PROCEEDING,
ON ACCOUNT OF OR RESPECTING ANY CLAIM, DEMAND, LIABILITY, OBLIGATION, DEBT,
RIGHT, CAUSE OF ACTION, INTEREST OR REMEDY RELEASED OR TO BE RELEASED PURSUANT
TO ARTICLE XI OF THE PLAN.
58
144. EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 43 OF THIS ORDER, THE PLAN, THE
PLAN SUPPLEMENT OR RELATED DOCUMENTS, OR FOR OBLIGATIONS ISSUED PURSUANT TO THE
PLAN, ALL ENTITIES WHO HAVE HELD, HOLD OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE
BEEN RELEASED PURSUANT TO SECTIONS 11.2, 11.3 OR 11.4, OR DISCHARGED PURSUANT TO
SECTION 11.7 OR ARE SUBJECT TO EXCULPATION PURSUANT TO SECTION 11.6,
ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF
THE FOLLOWING ACTIONS: (A) COMMENCING OR CONTINUING IN ANY
MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION
WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (B) ENFORCING,
ATTACHING, COLLECTING OR RECOVERING BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD,
DECREE OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR
WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (C) CREATING, PERFECTING OR
ENFORCING ANY ENCUMBRANCE OF ANY KIND AGAINST SUCH ENTITIES OR THE PROPERTY OR
ESTATE OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO
ANY SUCH CLAIMS OR INTERESTS; AND (D) COMMENCING OR CONTINUING IN ANY
MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION
WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS RELEASED, SETTLED OR
DISCHARGED PURSUANT TO THE PLAN.
145. THE
RIGHTS AFFORDED IN THE PLAN AND THE TREATMENT OF ALL CLAIMS AND INTERESTS IN THE
PLAN SHALL BE IN EXCHANGE FOR AND IN COMPLETE SATISFACTION OF ALL CLAIMS AND
INTERESTS OF ANY NATURE WHATSOEVER, INCLUDING ANY INTEREST ACCRUED ON CLAIMS
FROM AND AFTER THE PETITION DATE, AGAINST THE DEBTORS OR ANY OF THEIR ASSETS,
PROPERTY OR ESTATES. ON THE EFFECTIVE DATE, ALL SUCH CLAIMS AGAINST
THE DEBTORS SHALL BE FULLY RELEASED AND DISCHARGED, AND THE INTERESTS SHALL BE
CANCELLED.
59
146. EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED FOR IN THE PLAN OR IN OBLIGATIONS ISSUED
PURSUANT HERETO FROM AND AFTER THE EFFECTIVE DATE, ALL CLAIMS AGAINST THE
DEBTORS SHALL BE FULLY RELEASED AND DISCHARGED, AND ALL INTERESTS SHALL BE
CANCELLED, AND THE DEBTORS’ LIABILITY WITH RESPECT THERETO SHALL BE EXTINGUISHED
COMPLETELY, INCLUDING ANY LIABILITY OF THE KIND SPECIFIED UNDER
SECTION 502(G) OF THE BANKRUPTCY CODE.
147. ALL
ENTITIES SHALL BE PRECLUDED FROM ASSERTING AGAINST THE DEBTORS, THE DEBTORS’
ESTATES, THE REORGANIZED DEBTORS, EACH OF THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AND EACH OF THEIR ASSETS AND PROPERTIES, ANY OTHER CLAIMS OR INTERESTS
BASED UPON ANY DOCUMENTS, INSTRUMENTS OR ANY ACT OR OMISSION, TRANSACTION OR
OTHER ACTIVITY OF ANY KIND OR NATURE THAT OCCURRED BEFORE THE EFFECTIVE
DATE.
HH.
|
Release
of Liens
|
148. Except
as otherwise provided in the Plan or in any contract, instrument, release or
other agreement or document created pursuant to the Plan, on the Effective Date
and concurrently with the applicable distributions made pursuant to the Plan
and, in the case of a Secured Claim, satisfaction in full of the portion of the
Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of
trust, Liens, pledges or other security interests against any property of the
Estates shall be fully released and discharged, and all of the right, title and
interest of any holder of such mortgages, deeds of trust, Liens, pledges or
other security interests shall revert to the Reorganized Debtor and its
successors and assigns.
60
II.
|
Failure
of Consummation
|
149. If
the Consummation of the Plan does not occur, the Plan shall be null and void in
all respects and nothing contained in the Plan or the Disclosure Statement
shall: (a) constitute a waiver or release of any claims by or
Claims against or Interests in the Debtors; (b) prejudice in any manner the
rights of the Debtors, any holders of Claims or Interests or any other Entity;
or (c) constitute an admission, acknowledgment, offer or undertaking by the
Debtors, any holders of Claims or Interests or any other Entity in any
respect.
JJ.
|
Retention
of Jurisdiction
|
150. Notwithstanding
the entry of this Order and the occurrence of the Effective Date, on and after
the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
Chapter 11 Cases and all matters, arising out of or related to, the Chapter 11
Cases and the Plan including jurisdiction with respect to those items enumerated
in Article XIV of the Plan, which are incorporated herein by
reference.
151. With
respect to Chemtura Canada, all disputes involving the rights of a Canadian
Entity that is (a) the holder of a Claim against or an Interest in Chemtura
Canada and (b) not subject to the jurisdiction of the Court, will be determined
by the Court without prejudice to such Entity’s right to seek to have such
dispute heard instead by the Canadian Court. Notwithstanding the
foregoing, all such Canadian Entities will be bound by the terms and provisions
of this Plan.
61
KK.
|
Immediate
Binding Effect
|
152. The
stays provided under Bankruptcy Rules 3020(e), 6004(h) and/or 7062 are hereby
waived to
the extent (but only to the extent) of staying the effectiveness of this Order
up to 12:00 noon on Monday, November 8, 2010. Subject to
sections 12.3 and 12.4 (if applicable) of the Plan, and notwithstanding
Bankruptcy Rules 3020(e), 6004(h) or 7062 or otherwise, upon the occurrence of
the Effective Date, the terms of the Plan and the Plan Supplement shall be
immediately effective and enforceable and deemed binding upon the Debtors, the
Reorganized Debtors and any and all holders of Claims or Interests (irrespective
of whether such Claims or Interests are deemed to have accepted the Plan), all
Entities that are parties to or are subject to the settlements, compromises,
releases, discharges and injunctions described in the Plan, each Entity
acquiring property under the Plan, and any and all non-Debtor parties to
Executory Contracts and Unexpired Leases with the Debtors.
LL.
|
Additional
Documents
|
153. On
or before the Effective Date, the Debtors may file with the Bankruptcy Court
such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the
Plan. The Debtors or Reorganized Debtors, as applicable, and all
holders of Claims or Interests receiving distributions pursuant to the Plan and
all other parties in interest shall, from time to time, prepare, execute and
deliver any agreements or documents and take any other actions as may be
necessary or advisable to effectuate the provisions and intent of the
Plan.
MM.
|
Conflicts
|
154. Except
as set forth in the Plan, to the extent that any provision of the Disclosure
Statement or any other order (other than this Confirmation Order) referenced in
the Plan (or any exhibits, schedules, appendices, supplements or amendments to
any of the foregoing), conflict with or are in any way inconsistent with any
provision of the Plan, the Plan shall govern and control; provided, however, that if there is a conflict
between this Plan and a Plan Supplement document, the Plan Supplement
document shall govern and control; provided, further, that the
Plan as confirmed pursuant to this Confirmation Order shall not be inconsistent
with the Bench Decision.
62
NN.
|
Post-Confirmation
Notices and Professional
Compensation
|
|
i.
|
Notice
of Entry of the Confirmation Order
|
155. In
accordance with Bankruptcy Rules 2002 and 3020(c), (a) within ten (10)
Business Days of the date of entry of this Confirmation Order, the Debtors shall
serve the notice of confirmation, substantially in the form attached hereto as
Exhibit
C (the “Notice of
Confirmation”) and (b) with ten (10) Business Days of the
occurrence of the Effective Date pursuant to the terms of the Plan, the Debtors
shall serve the notice of Effective Date, substantially in the form attached
hereto as Exhibit D
(the “Notice of Effective
Date”) by United States mail, first class postage prepaid, by hand, or by
overnight courier service to all parties served with the notice of the
Confirmation Hearing; provided, however, that no
notice or service of any kind shall be required to be mailed or made upon any
Entity to whom the Debtors mailed notice of the Confirmation Hearing, but
received such notice returned marked “undeliverable as addressed,” “moved, left
no forwarding address” or “forwarding order expired,” or similar reason, unless
the Debtors have been informed in writing by such Entity, or are otherwise
aware, of that Entity’s new address.
156. To
supplement the notice described in the preceding paragraph, within
twenty (20) Business Days of serving the Notice of Effective Date,
respectively, the Debtors shall publish the Notice of Effective Date once in
The New York Times and
USA Today (National
Edition).
157. Mailing
and publication of the Notice of Confirmation and the Notice of Effective Date
in the time and manner set forth herein shall be good and sufficient notice
under the particular circumstances and in accordance with the requirements of
Bankruptcy Rules 2002 and 3020(c), and no further notice shall be necessary or
required.
63
158. The
Notice of Confirmation and the Notice of Effective Date shall have the effect of
an order of the Court, shall constitute sufficient notice of the entry of this
Confirmation Order to such filing and recording officers, and shall be a
recordable instrument notwithstanding any contrary provision of applicable
non-bankruptcy law.
|
ii.
|
Professional
Compensation
|
159. All
final requests for Professional Compensation and Reimbursement Claims shall be
Filed no later than 45 days after the Effective Date. After notice
and a hearing in accordance with the procedures established by the Bankruptcy
Code and prior Court orders, the Allowed amounts of such Professional
Compensation and Reimbursement Claims shall be determined by the
Court.
160. Except
as otherwise specifically provided in the Plan, from and after the Effective
Date, each Reorganized Debtor shall, in the ordinary course of business and
without any further notice to or action, order or approval of the Court, pay in
Cash the reasonable legal, Professional or other fees and expenses incurred by
that Reorganized Debtor after the Effective Date pursuant to the
Plan. In addition, the Reorganized Debtors shall continue to
compensate the Creditors’ Committee’s and the Equity Committee’s Professionals
for reasonable services provided in connection with the post-Effective Date
activities set forth in Section 15.3 of the Plan. Upon the Effective
Date, any requirement that Professionals comply with sections 327 through 331
and 1103 of the Bankruptcy Code in seeking retention or compensation for
services rendered after such date shall terminate, and each Reorganized Debtor
may employ and pay any Professional in the ordinary course of business without
any further notice to or action, order or approval of the
Court.
64
161. Notwithstanding
any provision in the Plan to the contrary, the Debtors or Reorganized Debtors
shall promptly pay in Cash in full reasonable, documented and necessary
out-of-pocket fees and expenses incurred by the members of the Creditors’
Committee, the members of the Equity Committee, the DIP Agent, the Prepetition
Administrative Agent and the Indenture Trustees without the need of such parties
to file fee applications with the Court; provided that each party and its
counsel shall provide the Debtors, the Creditors’ Committee and the Equity
Committee with the invoices (or such other documentation as the Debtors or
another of such parties may reasonably request) for which it seeks payment on or
before the Effective Date and provided that the Debtors and the other parties
have no objection to such fees, such fees shall be paid within five business
days of the Effective Date. To the extent that the Debtors or any of the other
parties object to any of the fees and expenses of the members of the Creditors’
Committee, the members of the Equity Committee, the DIP Agent, the Prepetition
Administrative Agent or the Indenture Trustees or their counsel or advisors, the
Debtors shall not be required to pay any disputed portion of such fees until a
resolution of such objection is agreed to by the Debtors and such party and/or
their counsel or a further order of the Court upon a motion by such
party.
OO.
|
Dissolution
of the Creditors’ Committee and Equity
Committee
|
162. Section
15.3 of the Plan is hereby approved in its entirety; provided, however, that
notwithstanding any provision of the Plan or this Confirmation Order providing
for dissolution of the Equity Committee, the Equity Committee shall remain in
existence to the extent necessary for the prosecution of any appeal of this
Confirmation Order; provided, further, that nothing
in the Plan or this Confirmation Order (including the preceding proviso) shall
obligate the Debtors, the Reorganized Debtors or any other party in interest to
pay any legal fees or expenses incurred by the Equity Committee in connection
with such prosecution of such appeal.
65
PP.
|
References
to Plan Provisions
|
163. The
failure specifically to include or to refer to any particular article, section,
or provision of the Plan, Plan Supplement, or any related document in this
Confirmation Order shall not diminish or impair the effectiveness of such
article, section, or provision, it being the intent of the Court that the Plan
and any related documents be confirmed in their entirety.
QQ.
|
Nonseverability
of Plan Provisions Upon
Confirmation
|
164. Each
term and provision of the Plan, and the transactions related thereto as it
heretofore may have been altered or interpreted by the Court is: (a) valid and
enforceable pursuant to its terms; (b) integral to the Plan and the transactions
related thereto and may not be deleted or modified without the consent of the
Debtors, the Creditors’ Committee and the Ad Hoc Bondholders’ Committee; and (c)
nonseverable and mutually dependent.
RR.
|
Appeals
|
165. The
time period by which any party in interest wishing to appeal the Bench Decision
and entry of this Confirmation Order shall run from the date of the entry of
this Confirmation Order.
SS.
|
Authorization
to Consummate
|
166. The
Debtors and the Reorganized Debtors are authorized to consummate the Plan at any
time after the entry of this Confirmation Order subject to satisfaction or
waiver (by the required parties) of the conditions precedent to the Effective
Date set forth in Article XII of the Plan.
Dated:
November 3, 2010
|
||
New
York, New York
|
||
/s/ Robert E. Gerber
|
||
United
States Bankruptcy Judge
|
66
Exhibit
A
Plan
Exhibit
B
Plan
Objections
I.
|
Equity and Valuation
Objections
|
|
A.
|
Objection of the Official
Committee of Equity Security Holders to Confirmation of the Joint Chapter
11 Plan of Chemtura Corporation, et al. [Docket No.
3950]
|
|
B.
|
Objection of Invescorp
Interlachen Multi-Strategy Master Fund Limited to Confirmation of the
Debtors’ Reorganization Plan Under U.S.C. § 1129(B) [Docket No.
3848]
|
|
C.
|
Objection of Fiduciary
Counselors Inc. and Joinder to the Equity Committee’s Objection to the
Debtors’ Revised Joint Chapter 11 Plan [Docket No.
3851]
|
|
D.
|
Letter by Jon Amon
[Docket No. 3869]
|
II.
|
Insurance
Objections
|
|
A.
|
Limited Objection of Allstate
Insurance Company to Confirmation of the Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
3829]
|
|
B.
|
Objection of Certain Chartis
Companies to the Joint Plan Pursuant to Chapter 11 of the Bankruptcy Code
and Plan Supplement Listing Executory Contracts and Unexpired Leases to Be
Assumed [Docket No. 3836]
|
|
C.
|
Objection of Mt. McKinley
Insurance Company and Everest Reinsurance Company to Confirmation of Joint
Chapter 11 Plan of Chemtura Corporation, et al. and to the Plan Supplement
Listing Executory Contracts and Unexpired Leases to Be Assumed
[Docket No. 3842]
|
|
D.
|
Objection of Interstate First
& Casualty Co. to Confirmation of Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
3843]
|
|
E.
|
Objection of Certain Insurers
to Confirmation of Joint Chapter 11 Plan of Chemtura Corporation, et al.,
dated August 4, 2010 [Docket No.
3497]
|
|
F.
|
ACE Insurers’ Objection to the
Joint Chapter 11 Plan of Chemtura Corporation, et al., and to the Plan
Supplement Listing Executory Contracts and Leases to Be Assumed
[Docket No. 3906]
|
|
G.
|
Limited Objection and
Reservation of Rights of ACE American Insurance Company to the
Confirmation of the Joint Chapter 11 Plan of Chemtura Corporation
[Docket No. 3907]
|
|
H.
|
Objection and Reservation of
Rights of Hartford Accident and Indemnity Company, et al., with Respect to
Joint Chapter 11 Plan and Plan Supplement [Docket No.
3909]
|
|
I.
|
Objection of The Continental
Insurance Company and Continental Casualty Company to (I) Confirmation of
the Debtors’ Joint Chapter 11 Plan of Chemtura Corporation, et al. Dated
August 4, 2010, and (II) Proposed Cure Amount for Assumption of Insurance
Policies in Exhibit B [Docket No.
3910]
|
|
J.
|
Objection of Travelers to the
Confirmation of Joint Chapter 11 Plan of Chemtura Corporation, et al., and
to the Plan Supplement Listing Executory Contracts and Unexpired Leases to
Be Assumed [Docket No. 3911]
|
III.
|
Tax
Objections
|
|
A.
|
Objection of the State of
Michigan Department of Treasury to Debtors’ Joint Chapter 11 Plan
[Docket No. 3838]
|
|
B.
|
Limited Objection of the Texas
Comptroller of Public Accounts to the Joint Chapter 11 Plan of Chemtura
Corporation, et al [Docket No.
3849]
|
|
C.
|
Objection to the Confirmation
of the Debtors’ Chapter 11 Plan (Louisiana Department of Revenue)
[Docket No. 3862]
|
IV.
|
Environmental
Objections
|
|
A.
|
VIP Builders’ Limited
Objection and Request to Modify Debtors’ Revised Joint Chapter 11 Plan
[Docket No. 3811]
|
|
B.
|
Joinder of the Beacon Heights
Coalition, the Laurel Park Coalition, and Other Environmental Claimants to
the Limited Objection of Spartech PolyCom, Inc. to the Joint Chapter 11
Plan of Chemtura Corporation, et al. [Docket No.
3896]
|
V.
|
Retiree
Objections
|
|
A.
|
Objection of John J. Prior and
the Uniroyal Reitrees Group to Confirmation of the Debtors’ Plan
[Docket No. 3852]
|
|
B.
|
Objection of Vincent A.
Calarco to Confirmation of the Proposed Plan of Reorganization and Joinder
in Objection of John J. Prior and the Uniroyal Retirees Group
[Docket No. 3858]
|
|
C.
|
Request for Clarification by
Policy Holders of the Plan and Exhibits B and C to the Plan
Supplement [Docket No. 3900]
|
VI.
|
Contract Counterparty
Objections
|
|
A.
|
Limited Objection of E.I.
duPont De Nemours and Company to (1) Joint Chapter 11 Plan of Chemtura
Corporation, et al., and (2) Exhibit B to the Plan Supplement to the Joint
Chapter 11 Plan of Chemtura Corporation, et al. and Any Notice of
Assumption to Be Filed in Connection Therewith [Docket No.
3813]
|
|
B.
|
Limited Objection of Michael
F. Vagnini to Exhibit B to the Plan Supplement and Any Notices of
Assumption Sent in Connection Therewith [Docket No.
3839]
|
|
C.
|
Objection to Assumption of
Executory Contracts with Venomix, Inc. [Docket No.
3886]
|
|
D.
|
Objection of Centerpoint
Energy Gas Transmission Company to the Debtors’ List of Assumed Contracts
and Unexpired Leases and Proposed Cure Claims Attached as Exhibit B to
Plan Supplement to the Joint Chapter 11 Plan of Chemtura Corporation, et
al. [Docket No. 3889]
|
|
E.
|
Skillsoft Corporation’s
Objection to the Proposed Cure [Docket No.
3893]
|
|
F.
|
Objection of James D. Lyon as
Chapter 7 Trustee for Computrex, Inc. to the Revised Joint Chapter 11 Plan
of Chemtura Corporation, et al., filed August 5, 2010 [Docket No.
3788]
|
|
G.
|
Limited Objection of VanDeMark
Chemical, Inc. To (1) Joint Chapter 11 Plan of Chemtura Corporation, et
al., and (2) Exhibit D to the Plan Supplement to the Joint Chapter 11 Plan
of Chemtura Corporation, et al. [Docket No.
3814]
|
|
H.
|
Objection of Centrilift and
Baker Petrolite Corporation to Debtors’ Plan and Plan Supplement
[Docket No. 3816]
|
|
I.
|
Limited Objection of CIBA
Corporation and Its Affiliates to (1) Joint Chapter 11 Plan of Chemtura
Corporation, et al. and (2) Exhibit D to the Plan Supplement to the Joint
Chapter 11 Plan of Chemtura Corporation, et al. [Docket No.
3845]
|
|
J.
|
Limited Objection of BASF
Corporation and Its Affiliates to (1) Joint Chapter 11 Plan of Chemtura
Corporation, et al., and (2) Exhibit D to the Plan Supplement to the Joint
Chapter 11 Plan of Chemtura Corporation, et al.[Docket No.
3846]
|
|
K.
|
Limited Objection of Lonza,
Inc. To (1) Joint Chapter 11 Plan of Chemtura Corporation, et al., and (2)
Exhibit D to the Plan Supplement to the Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
3847]
|
|
L.
|
Limited Objection of the Dow
Chemical Company and Affiliates to Joint Chapter 11 Plan of Chemtura
Corporation, et al. [Docket No.
3855]
|
|
M.
|
Limited Objection of Spartech
Polycom, Inc. to the Joint Chapter 11 Plan of Chemtura Corporation, et
al. [Docket No. 3865]
|
|
N.
|
Limited Objection of
Occidental Chemical Corporation And Affiliates To (1) Joint Chapter 11
Plan Of Chemtura Corporation, et al., And (2) Exhibit D To The Plan
Supplement To The Joint Chapter 11 Plan Of Chemtura Corporation, et
al. [Docket No. 3890]
|
|
O.
|
Objection of Pentair Water
Pool and Spa, Inc. to Confirmation of Plan and to Motion for Disputed
Claims Reserve [Docket No.
3941]
|
VII.
|
Informal
Objections
|
|
A.
|
Lion Copolymer
[Informal Objection or Inquiry]
|
|
B.
|
New York State Department of
Tax [Informal Objection or
Inquiry]
|
|
C.
|
Prudential Relocation,
Inc. [Informal Objection or
Inquiry]
|
|
D.
|
Ungerer & Company
[Informal Objection or Inquiry]
|
|
E.
|
United States Department of
Justice [Informal Objection or
Inquiry]
|
Exhibit
C
Notice
of Confirmation
Exhibit
D
Notice
of Effective Date
Exhibit
E
Disputed
Contracts