Imerys Disclosure Statement 1/28/21

Case 19-10289-LSS Doc 2866 Filed 01/28/21 Page 1 of 602
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
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In re: : Chapter 11
:
1
IMERYS TALC AMERICA, INC., et al., : Case No. 19-10289 (LSS)
:
Debtors. : (Jointly Administered)
:
------------------------------------------------------------ :
In re: : Chapter 11
:
IMERYS TALC ITALY S.P.A., : Case No. [Not yet filed]
:
Potential Debtor. : [Joint Administration To Be Requested]
:
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DISCLOSURE STATEMENT FOR NINTH AMENDED JOINT CHAPTER 11 PLAN OF

REORGANIZATION OF IMERYS TALC AMERICA, INC. AND ITS DEBTOR
AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050) and Imerys Talc Canada
Inc. (6748). The Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076. This
solicitation is also being conducted by Imerys Talc Italy S.p.A. pursuant to sections 1125(g) and 1126(b)
of the Bankruptcy Code and Bankruptcy Rule 3018. If the Plan is accepted by the requisite number of
claimants in Class 4, Imerys Talc Italy S.p.A. will commence a bankruptcy case that will be, pending entry
of an order by the Bankruptcy Court, jointly administered under Case No. 19-10289 (LSS).
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RICHARDS, LAYTON & FINGER, P.A. LATHAM & WATKINS LLP

Mark D. Collins, Esq. Jeffrey E. Bjork, Esq.
Michael J. Merchant, Esq. Kimberly A. Posin, Esq.
Amanda R. Steele, Esq. Helena G. Tseregounis, Esq.
Brett M. Haywood, Esq. Shawn P. Hansen, Esq.
One Rodney Square 355 South Grand Avenue, Suite 100
920 North King Street Los Angeles, California 90071-1560
Wilmington, DE 19801 Telephone: (213) 485-1234
Telephone: (302) 651-7700 Facsimile: (213) 891-8763
Facsimile: (302) 651-7701 E-mail: [email protected]
E-mail: [email protected] [email protected]
[email protected] [email protected]
[email protected] - and -
Richard A. Levy, Esq.

330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: [email protected]
Counsel for the Debtors and Debtors-in-Possession
ROBINSON & COLE LLP YOUNG CONAWAY STARGATT &

Natalie D. Ramsey, Esq. TAYLOR LLP
Mark A. Fink, Esq. Robert S. Brady, Esq.
1201 North Market Street, Suite 1406 Edwin J. Harron, Esq.
Wilmington, Delaware 19801 Sharon M. Zieg, Esq.
Telephone: (302) 516-1700 Rodney Square
Facsimile: (302) 516-1699 1000 North King Street
E-mail: [email protected] Wilmington, Delaware 19801
[email protected] Telephone: (302) 571-6600
Facsimile: (302) 571-1253
- and - E-mail: [email protected]
[email protected]
Michael R. Enright, Esq. [email protected]
280 Trumbull Street
Hartford, Connecticut 06103
Telephone: (860) 275-8290
Facsimile: (860) 275-8299
Counsel for the Future Claimants’
Counsel for the Tort Claimants’ Committee Representative
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HUGHES HUBBARD & REED LLP

Christopher Kiplok, Esq.
Dustin P. Smith, Esq.
Erin Diers, Esq.
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 837-6000
Facsimile: (212) 422-4726
[email protected]
[email protected]
Counsel for Imerys S.A. and the Persons Listed on Schedule II of the Plan
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TABLE OF CONTENTS
Page
Article I. INTRODUCTION .........................................................................................................1
1.1 Voting and Confirmation .........................................................................................2
Article II. OVERVIEW OF THE PLAN .....................................................................................3
2.1 Summary of the Trust Distribution Procedures and Other Plan Provisions
Critical to Claimants Entitled to Vote in Class 4 .....................................................4
2.2 General Overview ....................................................................................................6
2.3 Summary Description of Classes and Treatment ...................................................17
2.4 The Plan Supplement .............................................................................................22
Article III. GENERAL INFORMATION..................................................................................23
3.1 History and Business, Organizational Structure, and Assets of the North
American Debtors ..................................................................................................23
3.2 History and Business, Organizational Structure, and Assets of ITI ......................29
3.3 Filing of the Chapter 11 Cases and Plan Discussions ............................................31
Article IV. SUMMARY OF LIABILITIES AND RELATED INSURANCE OF THE

DEBTORS ........................................................................................................................34
4.1 Description of Talc Personal Injury Liabilities ......................................................34

4.2 Description of Talc Insurance Coverage................................................................37
4.3 Description of Non-Talc Liabilities of the Debtors ...............................................45
Article V. EVENTS DURING THE CHAPTER 11 CASES ....................................................46
5.1 Commencement of the Chapter 11 Cases and First Day Motions .........................46
5.2 Commencement of Canadian Proceeding ..............................................................46
5.3 Appointment of the Tort Claimants’ Committee ...................................................47
5.4 Appointment of the Legal Representative for Future Claimants ...........................51
5.5 Other Plaintiffs Groups ..........................................................................................52
5.6 Retention of Debtors’ Professionals ......................................................................53
5.7 Administrative Matters in the Chapter 11 Cases ...................................................53
5.8 Debtor-In-Possession Financing ............................................................................58
5.9 Litigation, Adversary Proceeding, Coverage Disputes, and Mediation.................59
5.10 Material Settlements and Resolutions ....................................................................68
5.11 Anticipated Developments Regarding ITI Before Confirmation...........................70
Article VI. SETTLEMENTS AND THE SALE OF THE NORTH AMERICAN

DEBTORS’ ASSETS .......................................................................................................71
6.1 The Imerys Settlement ...........................................................................................71
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6.2 Settlement with Rio Tinto and Zurich ...................................................................74

6.3 Settlement with the Cyprus Parties ........................................................................76
6.4 Sale of North American Debtors’ Assets ...............................................................80
Article VII. THE PLAN OF REORGANIZATION .................................................................82
7.1 Treatment of Administrative Claims, Fee Claims, DIP Facility Claims, and
Priority Tax Claims ................................................................................................83
7.2 Treatment of Classified Claims and Equity Interests ............................................85
7.3 Acceptance or Rejection of Plan ............................................................................88
7.4 Conditions Precedent to the Confirmation of the Plan ..........................................89
7.5 Conditions Precedent to the Effective Date of the Plan .........................................93
7.6 Means for Implementation of the Plan...................................................................94
7.7 Effect of Confirmation .........................................................................................109
7.8 Releases, Injunctions and Exculpation ................................................................114
Article VIII. THE TALC PERSONAL INJURY TRUST AND TRUST

DISTRIBUTION PROCEDURES ...............................................................................125
8.1 Overview ..............................................................................................................125

8.2 Select Provisions of the Trust Distribution Procedures .......................................132
Article IX. CERTAIN FACTORS TO BE CONSIDERED ...................................................153
9.1 Variance from Financial Projections ...................................................................153

9.2 Failure to Confirm the Plan..................................................................................153
9.3 Non-Occurrence of the Effective Date ................................................................154
9.4 The Recovery to Holders of Allowed Claims and Equity Interests Cannot
Be Stated with Absolute Certainty.......................................................................154
9.5 The Allowed Amount of Claims May Differ From Current Estimates ...............154
9.6 The Debtors May Object to the Amount or Classification of a Claim ................155
9.7 Parties in Interest May Object to the Debtors’ Classification of Claims and
Interests ................................................................................................................155
9.8 Appointment of Different Talc Trustees and/or Different Members of the
Talc Trust Advisory Committee for the Talc Personal Injury Trust ....................155
9.9 Distributions under the Trust Distribution Procedures ........................................156
9.10 The Channeling Injunction ..................................................................................156
9.11 Voting Requirements ...........................................................................................156
9.12 The Debtors’ Operations May be Impacted by the Continuing COVID-19
Pandemic ..............................................................................................................157
9.13 The Canadian Court May Not Enter an Order Recognizing the
Confirmation Order..............................................................................................157
9.14 Risks Relating to ITI’s Chapter 11 Filing ............................................................157
9.15 Risks Relating to the Cyprus Settlement .............................................................157
9.16 Allegations Regarding the Abandonment of Liability Defenses .........................158
9.17 Unavailability of J&J’s Revised Protocol ............................................................158
ii
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9.18 Treatment of Holders of Talc Personal Injury Claims Pursuant to the Trust
Distribution Procedures .......................................................................................158
Article X. VOTING PROCEDURES AND REQUIREMENTS............................................159
10.1 Voting Procedures Summary ...............................................................................159

10.2 Voting Deadline ...................................................................................................161
10.3 Holders of Claims Entitled to Vote......................................................................162
10.4 Vote Required for Acceptance by a Class ...........................................................162
10.5 Voting Procedures................................................................................................162
Article XI. CONFIRMATION OF THE PLAN ......................................................................165
11.1 Confirmation Hearing ..........................................................................................165

11.2 Requirements for Confirmation of the Plan .........................................................165
Article XII. POSITIONS OF CERTAIN OBJECTING PARTIES WITH RESPECT

TO DISCLOSURES.......................................................................................................168
12.1 J&J .......................................................................................................................169

12.2 Talc Personal Injury Claimants Represented by Arnold & Itkin .........................173
12.3 The Insurer Group ................................................................................................178
12.4 Travelers Casualty and Surety Company .............................................................184
Article XIII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION

OF THE PLAN ...............................................................................................................185
13.1 Alternative Plan of Reorganization......................................................................185

13.2 Liquidation under Chapter 7 ................................................................................185
Article XIV. CERTAIN TAX CONSEQUENCES OF THE PLAN......................................185
14.1 Treatment of the Talc Personal Injury Trust ........................................................186

14.2 Tax Consequences to Holders of Talc Personal Injury Claims ...........................187
Article XV. CONCLUSION AND RECOMMENDATION...................................................188
Exhibit A: Plan
Exhibit B: Financial Projections – North American Debtors
Exhibit C: Financial Projections – ITI
Exhibit D: Liquidation Analysis
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IMPORTANT DATES
Event 2 Date
Voting Record Date January 27, 2021
Deadline to Mail Solicitation Packages and Related

February 1, 2021
Notices
Newspaper Publication Notice February 1, 2021 – February 14, 2021
Deadline to File Plan Supplement February 5, 2021
The later of (a) fourteen (14) days after receipt of a Sale Cure
Notice (for North American Debtor counterparties only) or
February 15, 2021 (for (i) ITI counterparties and (ii) North
American Debtor counterparties not previously included on
a Sale Cure Notice) and (b) fourteen (14) days after (for all
Deadline for Cure Objections
counterparties) (i) the Debtors serve a counterparty with
notice of any amendment or modification to such
counterparty’s proposed cure cost or (ii) the Debtors serve a
counterparty with notice of a supplement to the list of
contracts to be assumed pursuant to the Plan
The later of (a) February 15, 2021 and (b) fourteen (14) days
Deadline for Assumption Objections after the Debtors serve a counterparty with notice of a
supplement to the list of contracts to be assumed
Deadline to Serve Written Discovery in Connection

February 15, 2021
with Confirmation
Deadline for Plaintiffs’ Attorneys to Return

February 17, 2021
Directive and Client List
Deadline to File Rule 3018 Motions February 19, 2021
Deadline for Plan Proponents to Identify Topics of

February 19, 2021
Anticipated Expert Testimony
Deadline to Reply to 3018 Motions March 5, 2021
Deadline for All Parties Other than Plan

Proponents to Identify Topics for Anticipated March 5, 2021
Affirmative Expert Testimony
Hearing on 3018 Motions March 15, 2021
Deadline for Substantial Completion of Document

March 24, 2021
Productions
2
Capitalized terms used in this summary of “Important Dates” and not otherwise defined herein or
in the Plan shall have the meaning ascribed to them in the Voting Procedures (as defined below).
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Event 2 Date
March 25, 2021 at 4:00 p.m. (Prevailing Eastern Time);

Voting Deadline provided that the Debtors are authorized to extend the Voting
Deadline for any party entitled to vote on the Plan
Fact Depositions March 29, 2021 – April 14, 2021
Deadline to File Voting Certification 3 April 8, 2021, at 4:00 p.m. (Prevailing Eastern Time)
End of Fact Discovery April 14, 2021
Affirmative Expert Reports Due April 19, 2021
Responsive Expert Reports Due May 10, 2021
Expert Depositions May 13, 2021 – May 21, 2021
End of Expert Discovery May 21, 2021
Confirmation Objection Deadline May 28, 2021, at 4:00 p.m. (Prevailing Eastern Time)
Confirmation Reply Deadline and Deadline to File

June 14, 2021, at 4:00 p.m. (Prevailing Eastern Time)
Form of Confirmation Order
June 21, 22 and 23, 2021 at 10:00 a.m. (Prevailing Eastern

Confirmation Hearing
Time)
3
In addition to tabulating the votes from Class 4 to accept or reject the Plan, the Voting Certification
shall also include a list of Class 4 creditors who opted out of the releases contained in the Plan, as well as
those Class 4 creditors whose solicitation packages were returned as undeliverable, or who were not served
with a solicitation package pursuant to paragraph 10 of the order of the Bankruptcy Court approving the
Voting Procedures [Docket No. 2863].
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IMPORTANT ACRONYMS, ABBREVIATED NAMES, AND DEFINITIONS
• “FCR” means James L. Patton (or any Bankruptcy Court-appointed successor), in his capacity
as the legal representative for any and all persons who may assert Talc Personal Injury
Demands in the future, but who are currently unknown. “FCR” stands for Future Claimants’
Representative.
• “Imerys Affiliated Parties” means, in each case during the times the Debtors were direct or
indirect subsidiaries of Imerys S.A. and solely in their capacities as such: (i) direct or indirect
shareholders of Imerys S.A.; (ii) current and former officers, directors, principals, members,
partners, managers, employees, agents, advisory board members, financial advisors, attorneys,
accountants, investment bankers, consultants, representatives, experts, and other professionals
of the Imerys Corporate Parties and/or the Debtors; and (iii) with respect to each of the
foregoing Persons in clauses (i) and (ii), each such Persons’ respective heirs, executors, estates,
and nominees, as applicable. For the avoidance of doubt, the Imerys Affiliated Parties exclude
J&J, the Rio Tinto Corporate Parties, and the Cyprus Corporate Parties.
• “Imerys Corporate Parties” means Imerys S.A. and all Persons listed on Schedule I attached
to the Plan, each of which are or were Affiliates of Imerys S.A. during the time that the Debtors
were owned or controlled by Imerys S.A., hereto, and the successors and assigns of such
Persons, solely in their capacity as such. Schedule I attached to the Plan is an exclusive list
and does not include, among others, J&J, the Rio Tinto Corporate Parties, or the Cyprus
Corporate Parties.
• “Imerys Non-Debtors” means Imerys S.A. and its Affiliates, excluding the Debtors.
• “Imerys Plan Proponents” means Imerys S.A., on behalf of itself and all Persons listed on
Schedule II attached to the Plan, each of which Imerys S.A. has direct or indirect ownership or
other control over.
• “Imerys Protected Parties” means the Imerys Corporate Parties and the Imerys Affiliated
Parties.
• “Imerys S.A.” means Imerys S.A., the Debtors’ parent entity. For the avoidance of doubt,
Imerys S.A. is a non-debtor.
• “Imerys USA” means Imerys USA, Inc., a Non-Debtor Affiliate. For the avoidance of doubt,
Imerys USA is a non-debtor.
• “ITA” means Imerys Talc America, Inc., a Delaware corporation, and a Debtor in the Chapter
11 Cases.
• “ITC” means Imerys Talc Canada Inc., a Canadian corporation, and a Debtor in the Chapter
11 Cases.
• “ITI” means Imerys Talc Italy S.p.A., an Italian corporation, and a potential Debtor in the
Chapter 11 Cases.
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• “ITV” means Imerys Talc Vermont, Inc., a Vermont corporation, and a Debtor in the Chapter
11 Cases.
• “Mircal” means Mircal S.A., a Non-Debtor Affiliate. For the avoidance of doubt, Mircal is a
non-debtor.
• “Mircal Italia” means Mircal Italia S.p.A., a Non-Debtor Affiliate. For the avoidance of
doubt, Mircal Italia is a non-debtor.
• “Plan Proponents” means, collectively, the Debtors, the Tort Claimants’ Committee, the
FCR, and the Imerys Plan Proponents.
• “Reorganized Debtors” means the Reorganized North American Debtors and Reorganized
ITI.
• “Reorganized ITA” means ITA, renamed Ivory America, Inc., on and after the Effective Date.
• “Reorganized ITC” means ITC, renamed Ivory Canada, Inc., on and after the Effective Date.
• “Reorganized ITI” means ITI, on and after the Effective Date.
• “Reorganized ITV” means ITV, renamed Ivory Vermont, Inc., on and after the Effective Date.
• “Reorganized North American Debtors” means Reorganized ITA, Reorganized ITV, and
Reorganized ITC.
• “Tort Claimants’ Committee” means the official committee of tort claimants in the Debtors’
Chapter 11 Cases appointed by the United States Trustee, as such committee is reconstituted
from time to time.
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DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS
INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES TO, AND
CONFIRMATION OF, THE PLAN AND MAY NOT BE RELIED UPON FOR ANY OTHER
PURPOSE.
THIS SOLICITATION IS BEING CONDUCTED NOT ONLY WITH RESPECT TO

THE DEBTORS IN THE ABOVE-CAPTIONED BANKRUPTCY CASES, BUT ALSO BY
IMERYS TALC ITALY S.P.A. PRIOR TO ITS FILING OF A VOLUNTARY PETITION
UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE. BECAUSE NO
CHAPTER 11 CASE HAS YET BEEN COMMENCED FOR IMERYS TALC ITALY S.P.A.,
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE
BANKRUPTCY COURT AS CONTAINING “ADEQUATE INFORMATION” WITHIN THE
MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE WITH RESPECT TO
IMERYS TALC ITALY S.P.A. FOLLOWING COMMENCEMENT OF ITS CHAPTER 11
CASE, IMERYS TALC ITALY S.P.A. EXPECTS TO PROMPTLY SEEK AN ORDER OF
THE BANKRUPTCY COURT APPROVING THIS DISCLOSURE STATEMENT AND THE
SOLICITATION OF VOTES. THE ASSETS AND LIABILITIES OF IMERYS TALC ITALY
S.P.A. ARE DESCRIBED IN DETAIL IN THIS DISCLOSURE STATEMENT.
ALL CREDITORS ARE ENCOURAGED TO READ THIS DISCLOSURE

STATEMENT AND ITS ATTACHED EXHIBITS INCLUDING THE PLAN IN THEIR
ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES
AND STATEMENTS MADE IN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN
THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE EXHIBITS AND
SCHEDULES ATTACHED TO THE PLAN AND THE PLAN SUPPLEMENT, WHICH
CONTROL OVER THE DISCLOSURE STATEMENT IN THE EVENT OF ANY
INCONSISTENCY OR INCOMPLETENESS. THE STATEMENTS CONTAINED IN THIS
DISCLOSURE STATEMENT ARE MADE ONLY AS OF THE DATE OF THIS DISCLOSURE
STATEMENT, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS
CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THIS DATE.
ANY STATEMENTS IN THIS DISCLOSURE STATEMENT CONCERNING THE

PROVISIONS OF ANY DOCUMENT ARE NOT NECESSARILY COMPLETE, AND IN
EACH INSTANCE REFERENCE IS MADE TO SUCH DOCUMENT FOR THE FULL TEXT
THEREOF.
THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE

WITH SECTION 1125 OF THE BANKRUPTCY CODE AND RULE 3016 OF THE
BANKRUPTCY RULES AND NOT NECESSARILY IN ACCORDANCE WITH FEDERAL
OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW.
PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING,

OR TRANSFERRING CLAIMS OR EQUITY INTERESTS AGAINST THE DEBTORS
SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF
THE PURPOSE FOR WHICH THEY WERE PREPARED.
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THIS DISCLOSURE STATEMENT AND ANY EXHIBITS ATTACHED TO THE

VOTING PROCEDURES ORDER ARE THE ONLY DOCUMENTS TO BE USED IN
CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. NO
SOLICITATION OF VOTES MAY BE MADE EXCEPT AFTER DISTRIBUTION OF THIS
DISCLOSURE STATEMENT. NO PERSON HAS BEEN AUTHORIZED TO DISTRIBUTE
ANY INFORMATION CONCERNING THE PLAN OTHER THAN THE INFORMATION
CONTAINED IN THIS DISCLOSURE STATEMENT AND ANY EXHIBITS ATTACHED TO
THE VOTING PROCEDURES ORDER.
CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE

STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES,
ASSUMPTIONS, AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM
ACTUAL FUTURE RESULTS. THE WORDS “BELIEVE,” “MAY,” “WILL,” “ESTIMATE,”
“CONTINUE,” “ANTICIPATE,” “INTEND,” “EXPECT,” AND SIMILAR EXPRESSIONS
IDENTIFY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES, AND
ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN ARTICLE IX, “CERTAIN FACTORS
TO BE CONSIDERED.” IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THE
FORWARD-LOOKING EVENTS AND CIRCUMSTANCES DISCUSSED IN THIS
DISCLOSURE STATEMENT MAY NOT OCCUR, AND ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING
STATEMENTS. THE DEBTORS AND THE REORGANIZED DEBTORS DO NOT
UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-
LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS, OR OTHERWISE.
EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL INFORMATION

CONTAINED IN THIS DISCLOSURE STATEMENT HAS NOT BEEN AUDITED BY A
CERTIFIED PUBLIC ACCOUNTANT AND HAS NOT BEEN PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE
HISTORICAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS
BEEN OBTAINED FROM SUCH REPORTS AND OTHER SOURCES OF INFORMATION
AS ARE AVAILABLE TO THE DEBTORS.
AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER

ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT
CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY,
STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT
NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED TO
BE CONCLUSIVE ADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE PLAN AS
TO HOLDERS OF CLAIMS AGAINST, OR EQUITY INTERESTS IN, EITHER THE
DEBTORS OR THE REORGANIZED DEBTORS.
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ARTICLE I.
INTRODUCTION
This Disclosure Statement 4 is being furnished by the Plan Proponents 5 as co-proponents of

the Ninth Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its
Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated January 27, 2021, pursuant to
section 1125 of the Bankruptcy Code, and in connection with the solicitation of votes for
acceptance or rejection of the Plan.
ITA, ITV, and ITC are debtors in the Chapter 11 Cases 6 pending in the Bankruptcy Court.
ITI, an affiliate of the North American Debtors, 7 may file (but has not yet filed) a chapter 11 case.
If and when ITI files a chapter 11 case, the Debtors will ask the Bankruptcy Court to enter an order
jointly administering ITI’s chapter 11 case with the Chapter 11 Cases under lead case number 19-
10289 (LSS). The contemplated filing of ITI is designed to address the Talc Personal Injury
Claims against ITI, and ITI’s filing is contingent upon acceptance of the Plan by the holders of
such Claims, as described more fully below. As a result, certain holders of Claims against ITI are
being solicited through this Disclosure Statement to vote on the Plan prior to ITI’s contemplated
chapter 11 filing.
This Disclosure Statement is being transmitted in order to provide adequate information to

enable holders of Claims in Class 4 (Talc Personal Injury Claims) who are the sole Impaired Class
entitled to vote on the Plan to make an informed judgment in exercising their right to vote to accept
or reject the Plan.
On the Effective Date, liability for all Talc Personal Injury Claims shall be channeled
to and assumed by the Talc Personal Injury Trust. As set forth in greater detail in Article
VIII, the purposes of the Talc Personal Injury Trust shall be to: (i) assume all Talc Personal
Injury Claims; (ii) to preserve, hold, manage, and maximize the assets of the Talc Personal
Injury Trust; and (iii) to direct the processing, liquidation, and payment of all compensable
Talc Personal Injury Claims in accordance with the Talc Personal Injury Trust Documents.
The Plan Proponents believe and intend to show at the Confirmation Hearing that the Talc
4
Capitalized terms used but not defined in this Disclosure Statement have the meanings ascribed to
them in Article I of the Plan. To the extent that a term is defined in this Disclosure Statement and is defined
in the Plan, the definition contained in the Plan controls.
5
Each of the Debtors, the Tort Claimants’ Committee, the FCR, and Imerys S.A., on behalf of itself
and all Persons listed on Schedule II attached to the Plan, each of which Imerys S.A. has direct or indirect
ownership or other control over (the “Imerys Plan Proponents”) are Plan Proponents. For the avoidance
of doubt, ITI will be a Plan Proponent as a Debtor to the extent it commences a proceeding under the
Bankruptcy Code, otherwise, ITI will be a Plan Proponent as an Imerys Plan Proponent.
6
As the context requires, Chapter 11 Cases includes the case to be commenced in the Bankruptcy
Court under chapter 11 of the Bankruptcy Court for ITI.
7
The term “Debtors” refers to ITA, ITV, and ITC, and to the extent ITI commences a proceeding
under the Bankruptcy Code, the term “Debtors” also refers to ITI. The term “North American Debtors”
refers to ITA, ITV, and ITC.
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Personal Injury Trust will resolve Talc Personal Injury Claims in accordance with the Talc
Personal Injury Trust Documents in such a way that holders of Talc Personal Injury Claims
are treated fairly, equitably, and reasonably in light of the finite assets available to satisfy
such claims, and otherwise comply in all respects with the requirements of
section 524(g)(2)(B)(i) of the Bankruptcy Code. The Trust Distribution Procedures are
attached to the Plan as Exhibit A. The Talc Personal Injury Trust Agreement is attached to
the Plan as Exhibit B. The Trust Distribution Procedures are binding on the holders of all
Talc Personal Injury Claims.
A DETAILED SUMMARY OF THE TRUST DISTRIBUTION PROCEDURES

CAN BE FOUND IN SECTIONS 8.1 AND 8.2 OF THIS DISCLOSURE STATEMENT.
For a discussion of issues raised by certain parties that filed objections to this
Disclosure Statement and expressed concerns with certain provisions of the Plan, including
the Trust Distribution Procedures and/or the Talc Personal Injury Trust Agreement, please
review Article XII of this Disclosure Statement.
By order dated January 27, 2021, the Bankruptcy Court approved this Disclosure Statement
as to the North American Debtors in accordance with section 1125 of the Bankruptcy Code, and
found that it contained “adequate information” sufficient to enable a hypothetical investor of the
relevant class to make an informed judgment about the Plan, and authorized its use in connection
with the solicitation of votes with respect to the Plan. Approval of this Disclosure Statement
does not, however, constitute a determination by the Bankruptcy Court as to the fairness or
merits of the Plan. No solicitation of votes may be made except pursuant to this Disclosure
Statement and section 1125 of the Bankruptcy Code.
Because no chapter 11 case has yet been commenced for ITI, this Disclosure Statement has
not been approved by the Bankruptcy Court as containing “adequate information” within the
meaning of section 1125(a) of the Bankruptcy Code with respect to ITI. If the requisite votes are
obtained, following commencement of its chapter 11 case, ITI expects to promptly seek an order
of the Bankruptcy Court approving this Disclosure Statement and the solicitation of votes with
respect to ITI.
1.1 Voting and Confirmation
Article X of this Disclosure Statement specifies the deadlines, procedures, and

instructions for voting to accept or reject the Plan, as well as the applicable standards for
tabulating Ballots (as defined below). The following is an overview of certain information
related to voting that is contained in Article X of this Disclosure Statement and elsewhere in
this Disclosure Statement.
Each holder of a Claim in Class 4 is entitled to vote to accept or reject the Plan. Class 4
shall have accepted the Plan pursuant to the requirements of sections 1126(c) and 524(g) of the
Bankruptcy Code if at least two-thirds (2/3) in amount and seventy-five percent (75%) in number
of those voting Claims in Class 4 (Talc Personal Injury Claims) voted to accept the Plan. Assuming
the requisite acceptances are obtained, the Plan Proponents intend to seek confirmation of the Plan
at the Confirmation Hearing scheduled for June 21, 22, and 23, 2021, at 10:00 a.m. (Prevailing
2
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Eastern Time) before the Bankruptcy Court. For the avoidance of doubt, though proposed
jointly, the Plan constitutes a separate Plan for each Debtor. Accordingly, a vote cast either
to accept or reject the Plan by holders of Claims in Class 4 will be applied in the same manner
and in the same amount against each Debtor.
The Debtors have engaged Prime Clerk LLC (the “Solicitation Agent” or “Claims
Agent”) to assist in the voting process.
The Solicitation Agent will provide additional copies of all materials and process and
tabulate Ballots for Class 4.
To be counted, your Ballot indicating acceptance or rejection of the Plan must be

received by the Solicitation Agent no later than 4:00 p.m. (prevailing Eastern Time) on
March 25, 2021 (the “Voting Deadline”), unless the Plan Proponents, in their sole discretion,
extend the period during which votes will be accepted on the Plan, in which case the term “Voting
Deadline” shall mean the last date on, and time by which, such period is extended. Any executed
Ballot that does not indicate either an acceptance or rejection of the Plan or indicates both
an acceptance and rejection of the Plan will not be counted as an acceptance or rejection and
will not count toward the tabulations required pursuant to either sections 524(g) or 1129 of
the Bankruptcy Code.
Prior to deciding whether and how to vote on the Plan, each holder of a Claim entitled to
vote should consider carefully all of the information in this Disclosure Statement, including
Article IX entitled “Certain Factors to be Considered.” You should read this Disclosure
Statement and the Plan with care in evaluating how the Plan will affect your Claim(s) before
voting to accept or reject the Plan.
The Plan Proponents are the Debtors, the Tort Claimants’ Committee, the FCR, and
the Imerys Plan Proponents. The Plan Proponents believe that the Plan is in the best
interests of all creditors of the Debtors. The Plan Proponents recommend that all holders of
Claims against the Debtors, whose votes are being solicited, submit Ballots to accept the Plan.
ARTICLE II.
OVERVIEW OF THE PLAN
The following is a general overview of how the Plan treats all holders of Claims against,
and Equity Interests in, the Debtors. It is qualified in its entirety by, and should be read in
conjunction with, the more detailed discussions, information, financial statements, and notes
appearing elsewhere in this Disclosure Statement and in the Plan. For a more detailed description
of the terms and provisions of the Plan, please refer to Article VII of this Disclosure Statement
titled “The Plan of Reorganization.” Capitalized terms used in this Article II and not otherwise
defined herein or in the Plan have the meanings ascribed to them in the Trust Distribution
Procedures.
Each of the Debtors is a proponent of the Plan within the meaning of section 1129 of the
Bankruptcy Code. The Plan does not contemplate the substantive consolidation of the Debtors’
Estates. Instead, the Plan, although proposed jointly, constitutes a separate chapter 11 plan for
3
US-DOCS\120811663.4
each of ITA, ITV, ITC, and ITI (to the extent ITI commences a proceeding under the Bankruptcy
Code).
In developing the Plan, the Debtors engaged in good-faith, arms’-length negotiations with
Imerys S.A., the Tort Claimants’ Committee, and the FCR. The Debtors are pleased to report that
both the Tort Claimants’ Committee and the FCR support the Plan and are Plan Proponents.
2.1 Summary of the Trust Distribution Procedures and Other Plan Provisions Critical to
Claimants Entitled to Vote in Class 4
(a) Overview
The Trust Distribution Procedures divide Class 4 Talc Personal Injury Claims into three
categories: (i) Ovarian Cancer A Claims; (ii) Mesothelioma Claims; and (iii) Ovarian Cancer B -
D Claims; and allocates a fixed percentage of the Trust Fund and the Cyprus Contribution to each
of these three Funds. Specifically, Fund A will receive a fixed allocation of 40% of the Trust Fund
and 30.15% of the Cyprus Contribution; Fund B will receive a fixed allocation of 40% of the Trust
Fund and 55% of the Cyprus Contribution; and Fund C will receive a fixed allocation of 20% of
the Trust Fund and 14.85% of the Cyprus Contribution. The proposed allocation of the Cyprus
Contribution, which the FCR continues to examine, remains subject to the terms sets forth in
footnote 17 of this Disclosure Statement.
The Initial Payment Percentages attributed to each of the Funds will be within the following
ranges:
• Fund A (Ovarian Cancer A Claimants): 0.40% to 2.34%;
• Fund B (Mesothelioma Claimants): 3.70% to 6.24%; and
• Fund C (Ovarian Cancer B – D Claimants): 0.30% to 1.48%.
As set forth in the Plan, on the Effective Date, liability for all Talc Personal Injury Claims
shall be channeled to and assumed by the Talc Personal Injury Trust without further act or deed
and shall be resolved in accordance with the Trust Distribution Procedures.
Foreign Claims are a subset of Talc Personal Injury Claims that will be channeled to and
assumed by the Talc Personal Injury Trust and subject to the Channeling Injunction. The Trust
Distribution Procedures provide that Foreign Claims will not receive any distributions from the
Talc Personal Injury Trust.
Among the assets that will be transferred to the Talc Personal Injury Trust are the Debtors’
rights under the J&J Indemnification Obligations, which rights may arguably constitute the most
valuable assets of the Talc Personal Injury Trust. As further described in Section 8.1(a) of this
Disclosure Statement and the Talc Personal Injury Trust Agreement, the Talc Trustees have the
power to make, pursue (by litigation or otherwise), collect, compromise or settle, in the name of
the Talc Personal Injury Trust, any claim, right, action, or cause of action included in the Talc
Personal Injury Trust Assets or which may otherwise hereafter accrue in favor of the Talc Personal
Injury Trust, including, but not limited to, insurance recoveries. See Talc Personal Injury Trust
4
US-DOCS\120811663.4
Agreement, at § 2.1(c)(xv). Before taking certain actions, however, the Talc Trustees must either
consult with or obtain the consent of each of the FCR and the Trust Advisory Committee as set
forth in the Talc Personal Injury Trust Agreement. To the extent the Trust Advisory Committee
and the FCR do not provide the necessary consent, there are resolution procedures in Section 7.13
of the Talc Personal Injury Trust Agreement which include alternative dispute resolution and
application to the Bankruptcy Court. The Talc Personal Injury Trust Agreement is explicit that in
the event the Talc Trustees seek to approve any release or abandonment of J&J’s indemnification
obligations that they must have the consent of each of the Trust Advisory Committee and the FCR.
See id. at § 2.2(f)(xvi).
(b) Examples of Potential Recoveries Under the Trust Distribution Procedures
Under the Expedited Review process, the recovery of a holder of a Talc Personal Injury
Claim that is resolved in favor of payment may be determined by multiplying the applicable
Payment Percentage by the applicable Scheduled Value. For example, using the range of Initial
Payment Percentages set forth in Section 5.2(a)(iii) of the Trust Distribution Procedures, with
respect to Trust Election Claims, Non-Indemnified Claims, and Mixed Claims seeking Expedited
Review:
Fund Disease Scheduled Initial Payment Distribution

Value Percentage Range
Fund B Mesothelioma A $400,000 3.70% - 6.24% $14,800 to $24,960

($400,000 x 3.70% to
$400,000 x 6.24%)
Fund B Mesothelioma B $400,000 3.70% - 6.24% $14,800 to $24,960

($400,000 x 3.70% to
$400,000 x 6.24%)
Fund A Ovarian Cancer A $400,000 0.40% - 2.34% $1,600 to $9,360

($400,000 x 0.40% to
$400,000 x 2.34%)
Fund C Ovarian Cancer B $260,000 0.30% - 1.48% $780 to $3,848

($260,000 x 0.30% to
$260,000 x 1.48%)
Fund C Ovarian Cancer C $140,000 0.30% - 1.48% $420 to $2,072

($140,000 x 0.30% to
$140,000 x 1.48%)
Fund C Ovarian Cancer D $60,000 0.30% - 1.48% $180 to $888 ($60,000

x 0.30% to $60,000 x
1.48%)
5
US-DOCS\120811663.4
Under the Individual Review process, the same general concept is applicable, except that
such Claims are also subject to Average Values and Maximum Values as set forth in
Section 5.2(b)(vii) of the Trust Distribution Procedures.
2.2 General Overview
The North American Debtors commenced their Chapter 11 Cases in order to manage the
significant potential liabilities arising from claims by plaintiffs alleging personal injuries caused
by exposure to talc mined, processed and/or distributed by one or more of the North American
Debtors. As of the Petition Date, one or more of the North American Debtors had been sued by
approximately 14,650 claimants seeking damages for personal injuries allegedly caused by
exposure to the North American Debtors’ talc products, with the vast majority of such claims
(approximately 98.6%) based on alleged exposure to cosmetic talc products. The vast majority of
such claims (approximately 13,800) asserted OC Claims (as defined below), and the remainder
(about 850) asserted Mesothelioma Claims (as defined below).
The Debtors’ stated purpose of the Chapter 11 Cases is to confirm a plan of reorganization
that will maximize the value of the Debtors’ assets for the benefit of all stakeholders and, pursuant
to sections 524(g) and 105(a) of the Bankruptcy Code, will include a trust mechanism to address
Talc Personal Injury Claims in a fair and equitable manner. The Plan Proponents believe that the
Plan accomplishes these goals.
Indeed, the Plan embodies a global settlement of issues (the “Imerys Settlement”) among
the Plan Proponents, which resolves all outstanding disputes between the Debtors, their Estates,
the Imerys Non-Debtors (as defined below), the Tort Claimants’ Committee, and the FCR, and
provides for a significant contribution to the Talc Personal Injury Trust. The Imerys Settlement is
described in detail below.
The Plan also implements a comprehensive settlement among the Debtors, on the one hand,
and Rio Tinto America Inc. (“Rio Tinto”), on behalf of itself and the Rio Tinto Captive Insurers
(as defined below), and for the benefit of the Rio Tinto Protected Parties, and Zurich American
Insurance Company, in its own capacity and as successor-in-interest to Zurich Insurance
Company, U.S. Branch (“Zurich”), on behalf of itself and for the benefit of the Zurich Protected
Parties, on the other hand, and consented to by the Tort Claimants’ Committee and the FCR (the
“Rio Tinto/Zurich Settlement”). The Rio Tinto/Zurich Settlement finally resolves disputes over
(i) alleged liabilities relating to the Rio Tinto Corporate Parties’ (as defined below) prior ownership
of the Debtors, (ii) alleged indemnification obligations of the Rio Tinto Corporate Parties, and
(iii) the amount of coverage to which the Debtors claim to be entitled under the Talc Insurance
Policies issued by the Zurich Corporate Parties and the Rio Tinto Captive Insurers. The Rio
Tinto/Zurich Settlement will generate substantial recoveries for the holders of Talc Personal Injury
Claims.
In addition, the Plan effectuates a global settlement (the “Cyprus Settlement”) among (i)
the Debtors, (ii) Cyprus Mines Corporation (“Cyprus Mines”), Cyprus Amax Minerals Company
(“CAMC,” and together with Cyprus Mines, “Cyprus”), and Freeport-McMoRan Inc.
(“Freeport,” and together with Cyprus, the “Cyprus Parties”), (iii) the Tort Claimants’
Committee, and (iv) the FCR (collectively, the “Cyprus Settlement Parties”), which represents
6
US-DOCS\120811663.4
a comprehensive resolution of all issues between and among the Cyprus Settlement Parties, and
resolves (i) the treatment of Talc Personal Injury Claims relating to Cyprus, (ii) disputes between
Cyprus and the Debtors regarding entitlement to certain insurance proceeds between Cyprus and
the Debtors, and (iii) disputes between Cyprus and the Debtors regarding ownership of certain
indemnification rights. The Cyprus Settlement, like the Imerys Settlement and the Rio
Tinto/Zurich Settlement, provides a significant benefit to holders of Talc Personal Injury Claims.
Pursuant to the Plan, a Talc Personal Injury Trust will be established that will comply in
all respects with the requirements of section 524(g)(2)(B)(i) of the Bankruptcy Code, and assume
all Talc Personal Injury Claims. The Talc Personal Injury Trust will be funded with the Talc
Personal Injury Trust Assets in order to resolve Talc Personal Injury Claims in accordance with
the Talc Personal Injury Trust Documents. Moreover, remaining proceeds from the Sale (as
defined below) will be used to fund the Talc Personal Injury Trust in accordance with the terms of
the Plan. As further described in this Disclosure Statement, the Talc Personal Injury Trust will
manage the Talc Personal Injury Trust Assets, and liquidate such assets to enable it to resolve Talc
Personal Injury Claims pursuant to the Trust Distribution Procedures.
Under the Plan, holders of Allowed Unsecured Claims against the North American Debtors
that are not Talc Personal Injury Claims will be paid in full.
Although ITI is not currently in bankruptcy, ITI will solicit acceptance of the Plan as a
“prepackaged plan of reorganization” and if the Plan is approved by the requisite number and
amount of holders of Talc Personal Injury Claims, it would provide for the permanent settlement
of Talc Personal Injury Claims against ITI contemporaneously with the Talc Personal Injury
Claims against the North American Debtors. Holders of Equity Interests in and Claims against
ITI (other than holders of Talc Personal Injury Claims and Non-Debtor Intercompany Claims) will
be Unimpaired, or otherwise “ride through,” the Chapter 11 Cases.
(a) The Channeling Injunction
The Channeling Injunction to be issued as part of the Plan will permanently and forever
stay, bar, and enjoin holders of Talc Personal Injury Claims from taking any action for the purpose
of directly or indirectly or derivatively collecting, recovering, or receiving payment of, on, or with
respect to any Talc Personal Injury Claim other than from the Talc Personal Injury Trust pursuant
to the Talc Personal Injury Trust Agreement and the Trust Distribution Procedures, or as otherwise
set forth in the Trust Distribution Procedures. Each holder of a Talc Personal Injury Claim will
have no right whatsoever at any time to assert its Talc Personal Injury Claim against any Protected
Party or any property or interest in property of any Protected Party. The Protected Parties include:
(i) the Debtors and any Person who served as a director or officer of either Debtor at any time
during the Chapter 11 Cases, but solely in such Person’s capacity as such; (ii) the Reorganized
Debtors; (iii) the Imerys Protected Parties; (iv) any Person, except for the Talc Personal Injury
Trust, that, pursuant to the Plan or otherwise, after the Effective Date, becomes a direct or indirect
transferee of, or successor to, the Debtors, the Reorganized Debtors, or any of their respective
assets (but only to the extent that liability is asserted to exist as a result of its becoming such a
transferee or successor); (v) the Buyer (as defined below) (but only to the extent that liability is
asserted to exist as a result of its becoming a transferee or successor to the Debtors); (vi) the
7
US-DOCS\120811663.4
Settling Talc Insurance Companies; (vii) the Rio Tinto Protected Parties; and (viii) the Cyprus
Protected Parties (upon the Cyprus Trigger Date). 8
The effect of “channeling” Talc Personal Injury Claims to the Talc Personal Injury Trust
is that Talc Personal Injury Claims may only be pursued against, and resolved by, the Talc Personal
Injury Trust and in connection with the Trust Distribution Procedures, or as otherwise set forth in
the Trust Distribution Procedures. Following the Effective Date of the Plan, Talc Personal Injury
Claims may not be asserted against the Debtors, the Reorganized Debtors, or any other Protected
Party. For the avoidance of doubt, Talc Personal Injury Claims include Indirect Talc Personal
Injury Claims and Talc Personal Injury Demands.
(b) Imerys Settlement
To resolve the Debtors’ Talc Personal Injury Claims the Plan incorporates a global
settlement between the Plan Proponents that provides that, inter alia:
• the Debtors will commence a 363 sale process to sell substantially all assets
of the North American Debtors (the “Sale”) to one or more purchaser(s)
(the “Buyer”), in which Imerys S.A. or its non-debtor affiliates (each, a
“Non-Debtor Affiliate”, and together with Imerys S.A., the “Imerys Non-
Debtors”) may participate in any auction as bidder, but will not be
designated as a stalking horse purchaser (if any is selected); 9
• in the event the Plan is properly accepted by holders of Talc Personal Injury
Claims, ITI will commence a chapter 11 bankruptcy proceeding to be jointly
administered (subject to Bankruptcy Court approval) with the North
American Debtors’ Chapter 11 Cases prior to the Confirmation Hearing;
• the equity interests in the North American Debtors will be canceled, and on
the Effective Date, equity interests in the Reorganized North American
Debtors will be authorized and issued to the Talc Personal Injury Trust; and
• the equity interests in ITI will be reinstated following the Effective Date,
with approximately 99.66% of such equity interests retained by Mircal Italia
S.p.A. (“Mircal Italia”), a Non-Debtor Affiliate.
8
The “Cyprus Trigger Date” means the later of (i) the later of the Effective Date or the date the
Affirmation Order becomes a Final Order or (ii) the Cyprus Mines Plan Trigger Date. Further, the “Cyprus
Mines Plan Trigger Date” means the later of (a) the effective date of the Cyprus Mines Plan (as defined
below) or (b) the date the order of the District Court (as defined below) affirming confirmation of the
Cyprus Mines Plan and issuing or affirming the issuance of the channeling injunction (as described in the
Cyprus Mines Plan) in favor of the Cyprus Protected Parties thereunder becomes a Final Order.
9
As discussed in Section 6.4 of this Disclosure Statement, the Bankruptcy Court approved the Sale
of substantially all of the Debtors’ assets on November 17, 2020 to the Buyer pursuant to the Sale Order,
for a purchase price consisting of: (i) $223,000,000 in cash consideration, and (ii) the assumption of the
Assumed Liabilities (as defined in the Asset Purchase Agreement (as defined below)).
8
US-DOCS\120811663.4
The Imerys Non-Debtors have agreed to make, or cause the Imerys Contribution to be
made in exchange for the releases and channeling injunction benefiting the Imerys Protected
Parties as contemplated pursuant to the Plan. As further described below, the Imerys Contribution
consists of four components, which include (i) the Imerys Settlement Funds, (ii) the Imerys Cash
Contribution, (iii) the Talc Trust Contribution, and (iv) the Additional Contribution (each as
defined below). For the avoidance of doubt, the releases and the Channeling Injunction, if granted,
would not release direct claims against the Imerys Protected Parties held by third parties that are
unrelated to the Debtors’ alleged talc liabilities.
Each of the Debtors, the Tort Claimants’ Committee, and the FCR conducted extensive
investigations into potential claims against Imerys S.A. and other entities for which Imerys S.A.
is either a direct or indirect parent. This investigation included, among other things, the review of
tens of thousands of documents and numerous meetings over several months. The Imerys
Settlement is the result of that investigation and in the view of each of the Debtors, the Tort
Claimants’ Committee, and the FCR is fair and equitable and in the best interest of the Debtors,
their Estates, and creditors.
Imerys Settlement Funds
On, prior to, or as soon as reasonably practicable after the Effective Date, the Imerys Non-
Debtors will contribute, or cause to be contributed, the Imerys Settlement Funds to the Debtors or
the Reorganized Debtors, as applicable, which the Debtors or the Reorganized Debtors, as
applicable, will contribute to the Talc Personal Injury Trust upon receipt.
The Imerys Settlement Funds consist of (i) $75 million, consisting of $74.5 million Cash
and the Talc PI Note, 10 plus (ii) the Sale Proceeds, plus (iii) a contingent purchase price
enhancement of up to $102.5 million, subject to the Cash value of the Sale Proceeds provided that
in the event the Sale contemplated by and pursuant to the Sale Order closes, no contingent purchase
price enhancement shall be payable, less (iv) if the DIP Order is entered, amounts required to pay
the DIP Facility Claims pursuant to the terms of the DIP Loan Documents and Allowed by the DIP
Order, less (v) if the DIP Order is not entered, Imerys S.A.’s reasonable and documented out-of-
pocket costs and expenses of negotiation and preparation of the DIP Loan Documents estimated
to be $400,000 as of December 10, 2020. The contingent purchase price enhancement is described
in Section 6.4(b) of this Disclosure Statement.
Imerys Cash Contribution
As provided in the Plan, on or prior to the Effective Date, the Imerys Non-Debtors have
agreed to contribute, or cause to be contributed, the following to the Debtors or the Reorganized
Debtors, as applicable (the “Imerys Cash Contribution”):
(1) the balance of that certain loan payable from the Imerys Non-Debtors to the
North American Debtors (the “Intercompany Loan”) totaling
approximately $2.5 million as of December 31, 2020, for the purpose of
10
The value of the Talc PI Note is $500,000.
9
US-DOCS\120811663.4
funding administrative expenses during the pendency of the Chapter 11

Cases, as well as certain of the Reserves; 11
(2) $5 million (less any amounts already paid and noted in an accounting to the
Tort Claimants’ Committee and the FCR) for payment of Allowed Claims
in Class 3a through inclusion in the Reorganized North American Debtor
Cash Reserve or the Disputed Claims Reserve, as applicable; and
(3) the lesser of (x) $15 million and (y) fifty percent (50%) of the sum of (I)
any administrative expenses paid by the Debtors with the proceeds of the
DIP Facility plus (II) any administrative expenses paid by the Debtors from
the Sale Closing Date through the Effective Date plus (III) any amounts
necessary to fund all reserves, costs or expenses required in connection with
the Debtors’ emergence from bankruptcy separate from the Unsecured
Claim Contribution (the “Contingent Contribution”); provided that if the
Plan is confirmed before June 25, 2021 and the Sale does not close before
the Effective Date (such that the DIP Facility Claims have been satisfied in
full from the Sale Proceeds and discharged in accordance with the DIP Loan
Documents), then (A) the outstanding principal amount of any DIP Loans
(excluding any PIK Interest (as defined in the DIP Loan Documents)) shall
be applied as a dollar-for-dollar reduction of the amount of the Contingent
Contribution required to be contributed by Imerys S.A. to the Debtors or the
Reorganized Debtors (in an amount not to exceed $15,000,000), and (B) the
remaining outstanding principal amount of any DIP Loans (excluding any
PIK Interest), after giving effect to the application in clause (A) above, shall
be applied as a dollar-for dollar reduction of the $75 million in Cash that is
part of the Imerys Settlement Funds.
Talc Trust Contribution
In addition to the Imerys Cash Contribution, the Imerys Non-Debtors have agreed to
contribute, or cause to be contributed, the following to the Talc Personal Injury Trust (the “Talc
Trust Contribution”) on or prior to the Effective Date:
(1) rights and interests of the Imerys Non-Debtors to the proceeds of the Shared
Talc Insurance Policies and all rights against third parties held by the Imerys
Non-Debtors relating to Talc Personal Injury Claims, including any related
indemnification rights, which for the avoidance of doubt include the J&J
Indemnification Obligations, each of which is to be identified in the Plan
Supplement (the “Contributed Indemnity and Insurance Interests”); and
11
In connection with the contribution of the balance of the Intercompany Loan, the Imerys Non-
Debtors have agreed to waive certain setoff rights in the amount of $13,672,414.39. The Intercompany
Loan was valued at approximately $30 million on the Petition Date, however it has been drawn down during
the Chapter 11 Cases.
10
US-DOCS\120811663.4
(2) a Pledge Agreement to be issued by Mircal Italia pursuant to which the Talc
Personal Injury Trust will be granted an Encumbrance entitling the Talc
Personal Injury Trust to fifty-one percent (51%) of the common stock of ITI
in the event of a default under the Talc PI Note (the “Talc PI Pledge
Agreement”).
The Additional Contribution
Finally, in addition to the Imerys Cash Contribution and the Talc Trust Contribution, on or
prior to the Effective Date, the Imerys Non-Debtors have agreed to take the following actions (the
“Additional Contribution”):
(1) waive all Non-Debtor Intercompany Claims against the Debtors; and
(2) unless otherwise assumed by the Buyer, assume any Pension Liabilities of
the North American Debtors through and after the Effective Date of the
Plan.
The Imerys Settlement is further described in Articles VI and VII of this Disclosure
Statement.
(c) Rio Tinto/Zurich Settlement
The Plan incorporates the Rio Tinto/Zurich Settlement, a comprehensive settlement among
the Debtors, on the one hand, and Rio Tinto, on behalf of itself and the Rio Tinto Captive Insurers,
and for the benefit of the Rio Tinto Protected Parties, and Zurich, on behalf of itself and for the
benefit of the Zurich Protected Parties, on the other hand, and consented to by the Tort Claimants’
Committee and the FCR, to resolve Talc Personal Injury Claims and the Rio Tinto/Zurich Released
Claims (as defined below) against the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers,
and the Zurich Protected Parties (as applicable, and subject to the limitations provided in the Plan).
The Rio Tinto/Zurich Settlement provides, inter alia, that:
• Zurich will buy back any and all of the Debtors’ rights under Talc Insurance
Policies issued by the Zurich Corporate Parties, free and clear of any rights
of third parties, pursuant to section 363 of the Bankruptcy Code, and Three
Crowns Insurance Company (formerly known as Three Crowns Insurance
Company Limited), Metals & Minerals Company Pte. Ltd., and Falcon
Insurance Ltd. (collectively, or individually, as appropriate, the “Rio Tinto
Captive Insurers”) will buy back any and all of the Debtors’ rights under
Talc Insurance Policies issued by the Rio Tinto Captive Insurers, free and
clear of any rights of third parties, pursuant to section 363 of the Bankruptcy
11
US-DOCS\120811663.4
Code, as set out in the Plan and in the Rio Tinto/Zurich Settlement
Agreement, which is attached as Exhibit C to the Plan; 12 and
• the Rio Tinto Protected Parties and the Zurich Protected Parties will be
released from the Rio Tinto/Zurich Released Claims and the Rio Tinto
Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected
Parties will receive the benefit of the Channeling Injunction and related
injunctive protections under the Plan, which will be effective after the Rio
Tinto/Zurich Contribution (as defined in the Plan) is made to the Talc
Personal Injury Trust.
Rio Tinto (on behalf of itself and the Rio Tinto Captive Insurers and for the benefit of the
Rio Tinto Protected Parties) and Zurich (on behalf of itself and for the benefit of the Zurich
Protected Parties) will contribute $340 million in Cash (as detailed below), along with certain
rights of indemnification, contribution, and/or subrogation against third parties, to the Talc
Personal Injury Trust, as follows:
• On or prior to the date that is thirty (30) days after the Rio Tinto/Zurich
Trigger Date, 13 Zurich will contribute, or cause to be contributed, $260
million in Cash to the Talc Personal Injury Trust.
• On or prior to the date that is fourteen (14) days after the Rio Tinto/Zurich
Trigger Date, Rio Tinto will contribute $80 million in Cash to the Talc
• On the Rio Tinto/Zurich Trigger Date, or as soon as reasonably practicable

thereafter (not to exceed three (3) Business Days), the appropriate Rio Tinto
Corporate Parties and the appropriate Zurich Corporate Parties shall each
execute and deliver to the Talc Personal Injury Trust, in a form reasonably
acceptable to the Talc Personal Injury Trust, an assignment to the Talc
Personal Injury Trust of (i) all of their rights to or claims for
indemnification, contribution (whether via any “other insurance” clauses or
otherwise), or subrogation against any Person relating to the payment or
defense of any Talc Personal Injury Claim or any past talc-related claim
against the Debtors prior to the Effective Date, and (ii) all of their other
rights to or claims for indemnification, contribution (whether via any “other
insurance” clauses or otherwise), or subrogation against any Person relating
to any Talc Personal Injury Claim.
12
The Zurich Policies and the Rio Tinto Captive Insurer Policies (each as defined below), including
the amount of available insurance remaining under those policies, are further discussed in Article IV of this
Disclosure Statement.
13
The “Rio Tinto/Zurich Trigger Date” is the date that the Tort Claimants’ Committee or the Talc
Personal Injury Trust provides Rio Tinto and/or Zurich (as applicable) with notice of the occurrence of the
later of (a) the Effective Date, or (b) the date the Affirmation Order becomes a Final Order.
12
US-DOCS\120811663.4
The Rio Tinto/Zurich Settlement is further described in Articles VI and VII of this
(d) The Cyprus Settlement
In December 2020, the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, and
the FCR agreed to the terms of the Cyprus Settlement, which resolves (i) the talc personal injury
claims and the Cyprus Released Claims (as defined below) against the Cyprus Protected Parties,
(ii) disputes between Cyprus and the Debtors pertaining to the Debtors’ rights to the Cyprus Talc
Insurance Policies, 14 and (iii) disputes between Cyprus and the Debtors pertaining to the Debtors’
and Cyprus’ rights to indemnification by J&J. The Cyprus Settlement provides, inter alia, that:
• the Cyprus Settlement will be implemented through two chapter 11 plans –

(i) the Plan filed in the Chapter 11 Cases and (ii) a chapter 11 plan to be
filed by Cyprus Mines (the “Cyprus Mines Plan”) in a case under chapter
11 of the Bankruptcy Code to be commenced by Cyprus Mines in the United
States Bankruptcy Court for the District of Delaware (the “Cyprus Mines
Bankruptcy”);
• CAMC, pursuant to an unsecured seven-year promissory note and for and

on behalf of itself, Cyprus Mines, and all other Cyprus Protected Parties,
will pay a total of $130 million to the Talc Personal Injury Trust in seven
installments, which shall be guaranteed by Freeport, with the first
installment paid within thirty (30) days of the Cyprus Trigger Date;
• upon the occurrence of the Cyprus Trigger Date, and in accordance with the
terms of Cyprus Settlement Agreement, the Cyprus Protected Parties (as
applicable) will assign the Cyprus Talc Insurance Policy Rights 15 to the Talc
Personal Injury Trust;
14
“Cyprus Talc Insurance Policy” means any liability insurance policy (i) that was issued prior to
June 30, 1992, (ii) that is currently or was previously in effect at any time on or before the Effective Date,
(iii) as to which there has not been a complete release of coverage for Talc Personal Injury Claims, and
(iv) that names any Cyprus Protected Party as an insured (whether as the primary or additional insured, or
by virtue of being a parent or subsidiary of the named insured) or that is otherwise alleged to afford any
Cyprus Protected Party insurance coverage for any Talc Personal Injury Claim or any other claims
channeled to the Talc Personal Injury Trust. The Cyprus Talc Insurance Policies include, but are not limited
to, the policies set forth on Schedule VIII of the Plan.
15
“Cyprus Talc Insurance Policy Rights” means (a) all rights, Claims, benefits, or causes of action
held by the Cyprus Protected Parties with respect to the Cyprus Talc Insurance Policies, including the
right to receive proceeds; and (b) all rights, Claims, or causes of action held by the Cyprus Protected
Parties, including the right to receive proceeds, with respect to any settlement agreements or coverage-
in-place agreements to the extent those agreements amend, modify, replace, or govern the rights and
obligations of, and the coverage afforded to, any or all of the Cyprus Protected Parties under any Cyprus
Talc Insurance Policy. For the avoidance of doubt, subject to Section 6.1 of the Cyprus Settlement
Agreement, the right to receive proceeds under any such agreements will not apply to any proceeds paid to
a Cyprus Protected Party under such agreements prior to the Cyprus Trigger Date.
13
US-DOCS\120811663.4
terms of Cyprus Settlement Agreement, the Talc Personal Injury Trust will
assume all present and future obligations associated with recovering
proceeds under the Cyprus Talc Insurance Policies, provided that (i) solely
to the extent that the Talc Personal Injury Trust asserts any claim as assignee
of a Cyprus Protected Party bound by the PDC Agreement, 16 the Talc
Personal Injury Trust shall abide by the terms of the PDC Agreement and
(ii) unless otherwise stated in the Plan or the Cyprus Settlement Agreement,
such obligations shall not include any obligations undertaken by any Cyprus
Protected Party in any settlement agreement or other contract compromising
or releasing any rights under any Cyprus Talc Insurance Policy;
terms of Cyprus Settlement Agreement, the appropriate Cyprus Protected
Parties shall each execute and deliver to the Talc Personal Injury Trust, in a
form reasonably acceptable to the Talc Personal Injury Trust, an assignment
to the Talc Personal Injury Trust of: (i) all of their rights to or claims for
otherwise), reimbursement, or subrogation against any Person relating to
the payment or defense of any Talc Personal Injury Claim or other past talc-
related claim channeled to the Talc Personal Injury Trust prior to the Cyprus
Trigger Date (the “Cyprus Credits”), and (ii) all of their rights to or claims
for indemnification, contribution (whether via any “other insurance”
clauses or otherwise), reimbursement, or subrogation against any Person
relating to any other Talc Personal Injury Claim or other claims channeled
to the Talc Personal Injury Trust (the “Cyprus Future Credits”); provided,
however, that the assertion of the Cyprus Credits or Cyprus Future Credits
against a Protected Party shall be subject to the Channeling Injunction and
nothing herein shall impact the injunctions and releases otherwise inuring
to the benefit of the Cyprus Protected Parties under the terms of the Plan or
the Cyprus Mines Plan; provided further that, for the avoidance of doubt,
the foregoing shall not include, and the assignment of such rights shall not
impair, the rights of any Talc Insurance Company; and
• the Plan and the Cyprus Mines Plan will include the broadest releases and
channeling injunctions permitted by sections 105(a), 524(g), and 1141(d)(1)
of the Bankruptcy Code so as to prevent the assertion of any further talc-
related claims against the Cyprus Protected Parties.
At this time, Mr. Patton has been approached and has agreed to serve as the prepetition
future claimants’ representative. He has engaged Young Conaway (as defined below) as his lead
counsel, and co-retained Gilbert LLP with the prepetition committee as prepetition special
insurance counsel. Separately, a prepetition committee made up of eight (8) firms that each
16
The “PDC Agreement” is the letter agreement by and between Phelps Dodge Corporation, on the
one hand, and BP Amoco Corporation, on the other hand, entered into on February 28, 2000.
14
US-DOCS\120811663.4
represent holders of one or more talc personal injury claims against Cyprus Mines has been
formed. The prepetition committee has engaged Robinson & Cole LLP as lead counsel, Willkie
Farr & Gallagher LLP as special litigation and corporate counsel, and co-retained Gilbert LLP
with the proposed future claimants’ representative as special insurance counsel. Pursuant to
Section 7.1 of the Cyprus Settlement Agreement, Cyprus Mines shall pay the reasonable fees and
expenses of such professionals incurred on or after December 22, 2020, in connection with
preparation for Cyprus Mines’ bankruptcy case, including preparation of its plan, disclosure
statement, and related documents.
The Cyprus Settlement is further described in Articles VI and VII of this Disclosure
Statement.
(e) Talc Personal Injury Trust
The Plan contemplates the establishment of a Talc Personal Injury Trust that will assume
all Talc Personal Injury Claims and resolve Talc Personal Injury Claims in accordance with the
Talc Personal Injury Trust Documents. The Talc Personal Injury Trust Documents include the
Talc Personal Injury Trust Agreement, the Trust Distribution Procedures, the Cooperation
Agreement, and all other agreements, instruments, and documents governing the establishment,
administration, and operation of the Talc Personal Injury Trust. The Trust Distribution Procedures
are attached to the Plan as Exhibit A, the Talc Personal Injury Trust Agreement is attached to the
Plan as Exhibit B, and the Cooperation Agreement and other Talc Personal Injury Trust Documents
will be included in the Plan Supplement.
On the Effective Date (unless otherwise noted below), the Talc Personal Injury Trust will
receive the Talc Personal Injury Trust Assets, which include:
• the Imerys Settlement Funds;

• the right to receive the Rio Tinto/Zurich Contribution pursuant to the Rio
Tinto/Zurich Settlement;
• the right to receive the Cyprus Contribution pursuant to the Cyprus Settlement,
subject to the terms of the Cyprus Settlement Agreement and conditioned upon
occurrence of the Cyprus Trigger Date; 17
17
For the avoidance of doubt, the rights of any Cyprus Protected Parties under the J&J Agreements
(as defined below), including any J&J Indemnification Obligations, or under any Cyprus Talc Insurance
Policy or with respect to the Talc Insurance Actions, shall not constitute Talc Personal Injury Trust Assets
for any purpose until the occurrence of the Cyprus Trigger Date (and then as provided for under the Cyprus
Settlement).
The Tort Claimants’ Committee has proposed the following allocation of the Cyprus Contribution
after extensive internal deliberations: (a) 55% will be allocated to Mesothelioma Claimants; and (b) 45%
will be allocated to Ovarian Cancer Claimants. As between the Ovarian Cancer Claimants, 30.15% of the
Cyprus Contribution will be allocated to and become part of Fund A and 14.85% of the Cyprus Contribution
will become part of Fund C. The FCR continues to examine the proposed allocation. Solely for purposes
of this negotiated allocation, the Cyprus Contribution is deemed to include all rights and obligations under
the Cyprus Talc Insurance Policies. For the avoidance of doubt, nothing in the Plan Documents shall be
15
US-DOCS\120811663.4
• the balance of the Intercompany Loan not otherwise used to fund the Reserves or
pay administrative expenses during the pendency of the Chapter 11 Cases;
• the balance of the $5 million used for the payment of Allowed Claims in Class 3a
not otherwise used to fund the (i) Reorganized North American Debtor Cash
Reserve or (ii) the Disputed Claims Reserve;
• all non-Cash assets included in the Imerys Contribution, including the Contributed
Indemnity and Insurance Assets;
• all Cash held by the North American Debtors on the Effective Date, not including
the Cash used to fund the Reserves;
• all Cash remaining in the Reserves to the extent required by the Plan, if any (to be
distributed to the Talc Personal Injury Trust in accordance with the Plan); 18
• the Talc Personal Injury Trust Causes of Action 19 and any and all proceeds thereof;
• the Talc Insurance Actions and the Talc Insurance Action Recoveries;
• the rights of the Debtors with respect to the Talc Insurance Policies, the Talc
Insurance CIP Agreements, the Talc Insurance Settlement Agreements, and Claims
thereunder;
• the Reorganized North American Debtor Stock; 20
interpreted as an admission, or adjudication on the merits of any disputed issue related to the Cyprus Talc
Insurance Policies, including, but not limited to, the disputed rights at issue in the Cyprus Insurance
Adversary Proceeding.
Consummation of the proposed allocation of the Cyprus Contribution remains subject to:
(i) approval of any tort claimants’ committee to be appointed in the Cyprus Mines Bankruptcy; (ii) approval
of any future claimants’ representative to be appointed in the Cyprus Mines Bankruptcy; (iii) approval by
the Bankruptcy Court in the Debtors’ Chapter 11 Cases; (iv) approval by the bankruptcy court in the Cyprus
Mines Bankruptcy; (v) the Effective Date; and (vi) the Cyprus Trigger Date.
The final allocation will be served on any party that has filed an appearance requesting notices in
the Chapter 11 Cases and any party that receives a Ballot to vote in the Chapter 11 Cases. The Trust
Distribution Procedures may be amended as appropriate to address the Cyprus Contribution and the Cyprus
Mines Plan, as set forth in footnote 1 therein.
18
Subject to the foregoing, all excess Cash balances in the Reserves will be disbursed to the Talc
Personal Injury Trust pursuant to the terms of the Plan.
19
Talc Personal Injury Trust Causes of Action include certain claims and causes of action held or
assertable by the Debtors that will be transferred to the Talc Personal Injury Trust pursuant to the Plan.
20
The value of the Reorganized North American Debtor Stock will be dependent upon the value of
the property held by the Reorganized North American Debtors following the Effective Date, which is
anticipated to primarily consist of the post-Effective Date balances of the Reserves and the North American
Debtor Causes of Action. Furthermore, it is contemplated that certain of the North American Debtor Causes
of Action may be included in the Sale. For the avoidance of doubt, the North American Debtor Causes of
Action do not include Talc Personal Injury Trust Causes of Action. The Debtors do not believe that the
North American Debtor Causes of Action have significant value.
16
US-DOCS\120811663.4
• any and all other funds, proceeds, or other consideration otherwise contributed to
the Talc Personal Injury Trust pursuant to the Plan and/or the Confirmation Order
or other order of the Bankruptcy Court;
• the rights of the Debtors with respect to the J&J Indemnification Obligations; 21 and
• the income or earnings realized or received in respect of the foregoing.
For the reasons detailed in this Disclosure Statement, the Plan Proponents believe that there
will be substantially more assets available to resolve Talc Personal Injury Claims under the Plan
than would be the case if there were a chapter 7 liquidation. As a result of the Imerys Settlement,
the Rio Tinto/Zurich Settlement, and the Cyprus Settlement, the Imerys Non-Debtors, Rio Tinto,
Zurich, and Cyprus, respectively, are contributing substantial assets to the Talc Personal Injury
Trust, which would not be otherwise available for holders of Talc Personal Injury Claims, as it is
unlikely that any of those entities would proceed with the settlements set forth in the Plan and
Disclosure Statement in the absence of the Injunctions. Also, pursuing litigation with such entities
would be costly and time consuming for the Debtors’ Estates and would carry litigation risk. In
addition, the Imerys Settlement paved the way for a value-maximizing sale process that, pending
the close of the Sale, will fund these cases and allow for remaining proceeds to be available for
distribution to holders of Talc Personal Injury Claims. The Plan Proponents also believe that
conversion of the Chapter 11 Cases to chapter 7 liquidation proceedings would substantially
impact the costs and efficiency of administering the Talc Personal Injury Claims compared to the
Talc Personal Injury Trust. For these and other reasons explained in detail herein, the Plan
Proponents believe that all holders of Talc Personal Injury Claims, the only Class entitled to vote,
should vote to accept the Plan.
2.3 Summary Description of Classes and Treatment
Except for Administrative Claims, DIP Facility Claims, and Priority Tax Claims, which
are not required to be classified, all Claims and Equity Interests are divided into classes under the
Plan. The following chart summarizes the treatment of such classified and unclassified Claims
and Equity Interests under the Plan. This chart is only a summary of such classification and
treatment and reference should be made to the entire Disclosure Statement and the Plan for a
complete description of the classification and treatment of Claims and Equity Interests. The Plan
Proponents reserve the right to modify the Plan consistent with section 1127 of the Bankruptcy
Code and Bankruptcy Rule 3019.
The summary of classification and treatment of Claims against and Equity Interests in the
Debtors is as follow:
21
As further described in Article XII of this Disclosure Statement, the ability of the Debtors to transfer
the J&J Indemnification Obligations to the Talc Personal Injury Trust is disputed by J&J, and J&J believes
it has substantial defenses to the J&J Indemnification Obligations. Each of the Plan Proponents disagrees
that J&J has any defenses to its indemnification obligations to the Debtors.
17
US-DOCS\120811663.4
Impairment
22 Applicable and
Class Designation Treatment Estimated Recovery
Debtor(s) Entitlement
to Vote
Each holder of an
Allowed Priority Non- Unimpaired
North
Tax Claim shall receive Not Entitled
Priority Non- American
1 Cash equal to the to Vote 100%
Tax Claims Debtors and
Allowed Amount of (Presumed to
ITI
such Priority Non-Tax Accept)
Claim.
All Allowed Secured

Claims in Class 2 shall
be treated pursuant to
one of the following
alternatives on the
Distribution Date:
(i) payment in full in
Cash in accordance with Unimpaired
North section 506(a) of the
American Bankruptcy Code; Not Entitled
2 Secured Claims to Vote 100%
Debtors and (ii) reinstatement
ITI pursuant to section 1124 (Presumed to
of the Bankruptcy Code; Accept)
(iii) such other treatment
as the Debtor and the
holder shall agree; or
(iv) such other treatment
as may be necessary to
render such Claim
Unimpaired.
22
The Plan Proponents reserve the right to eliminate any Class of Claims in the event they determine
that there are no Claims in such Class.
18
US-DOCS\120811663.4
Impairment
22 Applicable and
to Vote
Each holder of an
Allowed Unsecured
Claim against the North
American Debtors shall
be paid the Allowed
Amount of its
Unsecured Claim on the
Distribution Date. Such
payment shall be (i) in
Unsecured full, in Cash, plus post- Unimpaired
Claims Against North petition interest at the Not Entitled
3a the North American federal judgment rate in to Vote 100%
American Debtors effect on the Petition (Presumed to
Debtors Date, or (ii) upon such Accept)
other less favorable
terms as may be
mutually agreed upon
between the holder of
the Unsecured Claim
and the applicable North
American Debtor or
Reorganized North
American Debtor.
The legal, equitable, and

contractual rights of the
holders of Unsecured
Claim against ITI are
unaltered by the Plan.
Except to the extent that
a holder of an Unsecured Unimpaired
Claim against ITI agrees
Unsecured Not Entitled
to a different treatment,
3b Claims Against ITI to Vote 100%
on and after the
ITI (Presumed to
Effective Date,
Reorganized ITI will Accept)
continue to pay or
dispute each Unsecured
Claim in the ordinary
course of business in
accordance with
applicable law.
Talc Personal North On the Effective Date, Impaired The Initial Payment
4 American liability for all Talc Percentages are estimated
Injury Claims 23
Debtors and Personal Injury Claims (Entitled to in the following ranges: (1)
23
The Talc Personal Injury Claims will be resolved pursuant to the terms of the Trust Distribution
Procedures. The estimated recovery for Foreign Claims is 0%.
19
US-DOCS\120811663.4
Impairment
22 Applicable and
to Vote
ITI shall be channeled to Vote) Fund A (Ovarian Cancer A
and assumed by the Talc Claimants): 0.40% to
Personal Injury Trust 2.34%;
without further act or
(2) Fund B (Mesothelioma
deed and shall be
Claimants): 3.70% to
resolved in accordance
6.24%; and
with the Trust
Distribution Procedures. (3) Fund C (Ovarian
Pursuant to the Plan and Cancer B – D Claimants):
the Trust Distribution 0.30% to 1.48%.
Procedures, each holder
of a Talc Personal Injury _____________________
Claim shall have its The Trust Distribution
Claim permanently Procedures include
channeled to the Talc provisions that would
Personal Injury Trust, permit a subsequent
and such Claim shall modification of Payment
thereafter be resolved in Percentages on a Claim
accordance with the category by Claim
Trust Distribution category basis. 24
Procedures. Foreign
Claims are a subset of
Talc Personal Injury
Claims that will be
channeled to and
assumed by the Talc
Personal Injury Trust
and subject to the
Channeling Injunction;
however, the Trust
Distribution Procedures
provide that Foreign
Claims will not receive
any distributions from
the Talc Personal Injury
Trust.
24
For a discussion of issues raised by certain objecting parties pertaining to the different treatment of
these three categories of Claims in Class 4 under the Trust Distribution Procedures, please see Section 12.2
of this Disclosure Statement.
20
US-DOCS\120811663.4
Impairment
22 Applicable and
to Vote
On or after the Effective

Date, all Non-Debtor
Intercompany Claims
(i.e., a Claim held by a
Non-Debtor Affiliate
against a Debtor) shall
be canceled, discharged,
or eliminated.
Impaired
North Although Non-Debtor
Non-Debtor Not Entitled
American Intercompany Claims
5a Intercompany to Vote 0%
Debtors and are Impaired, each
Claims (Presumed to
ITI holder of an Allowed
Accept)
Claim in Class 5a has
consented to its
treatment under the Plan
as a Plan Proponent and
is therefore presumed to
accept the Plan pursuant
to section 1126(f) of the
Bankruptcy Code.
At the election of the

applicable Debtor, each
Debtor Intercompany
Claim (i.e., a Claim held
by a Debtor against
another Debtor) shall (i)
be reinstated, (ii) remain
in place, and/or (iii) with
respect to certain Debtor Unimpaired
North
Debtor Intercompany Claims in Not Entitled
American
5b Intercompany respect of goods, to Vote 100%
Debtors and
Claims services, interest, and (Presumed to
ITI
other amounts that Accept)
would have been
satisfied in Cash directly
or indirectly in the
ordinary course of
business had they not
been outstanding as of
the Petition Date, be
settled in Cash.
21
US-DOCS\120811663.4
Impairment
22 Applicable and
to Vote
On the Effective Date,

all Equity Interests in the
North American Debtors
shall be canceled,
annulled, and
extinguished.
Although Equity
Impaired
Equity Interests Interests in the North
North American Debtors are Not Entitled
in the North
6 American Impaired, each holder of to Vote Cancelled
American
Debtors an Allowed Equity (Presumed to
Debtors
Interest in Class 6 has Accept)
consented to its
treatment under the Plan
as a Plan Proponent and
is therefore presumed to
accept the Plan pursuant
to section 1126(f) of the
Bankruptcy Code.
On the Effective Date,

all Equity Interests in
ITI shall be reinstated
and the legal, equitable, Unimpaired
and contractual rights to Not Entitled
Equity Interests
7 ITI which holders of Equity to Vote Reinstated
in ITI
Interests in ITI are (Presumed to
entitled shall remain Accept)
unaltered to the extent
necessary to implement
the Plan.
2.4 The Plan Supplement
Unless otherwise ordered by the Bankruptcy Court, the Plan Proponents will file the Plan
Supplement with the Bankruptcy Court no later than February 5, 2021. The Plan Supplement will
include: (a) the list of Executory Contracts and Unexpired Leases to be assumed by the North
American Debtors, together with the Cure Amount for each such contract or lease; (b) the list of
Executory Contracts and Unexpired Leases to be assumed by ITI, together with the Cure Amount
for each such contract or lease; (c) a list of the Executory Contracts and Unexpired Leases to be
rejected by ITI; (d) a list of the Settling Talc Insurance Companies; (e) a list of the North American
Debtor Causes of Action; (f) a list of the ITI Causes of Action; (g) a list of the Contributed
Indemnity and Insurance Interests; (h) the Cooperation Agreement; (i) the Amended Charter
Documents; (j) the list of officers and directors of the Reorganized North American Debtors; (k)
the Talc PI Note; (l) the Talc PI Pledge Agreement; (m) the identity of the initial Talc Trustees
and their compensation; and (n) a list of the Talc Insurance Policies; provided that the Plan
22
US-DOCS\120811663.4
Documents listed in subsections (d), (g), (h), (i), (j), (k), and (l) shall each be in form and substance
acceptable to each of the Plan Proponents; provided further that the Plan Documents listed in
subsections (a), (b), and (c) will be revised as needed, subject to Article V of the Plan, to take into
account any additional Executory Contracts and Unexpired Leases to be assumed or rejected in
advance of the Confirmation Hearing. The Plan Supplement will be served only on those parties
that have requested notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002 and any
party in interest who requests in writing a copy from counsel for the Debtors; provided that the
Plan Documents listed in subsection (m) above will be filed and served on all parties receiving
Ballots. In addition, copies of all Executory Contract and Unexpired Lease exhibits will be served
on the applicable counterparties to such Executory Contracts and Unexpired Leases. Once the
Plan Supplement is filed, a copy will also be available for review on the Claims Agent’s website
free of charge at https://cases.primeclerk.com/ImerysTalc/ by clicking the link for “Plan &
Disclosure Statement.”
As provided in the Plan, certain documents included in the Plan Supplement may be revised
prior to Confirmation. For example, the list of Executory Contracts and Unexpired Leases to be
assumed by the North American Debtors will be revised as needed to take into account additional
Executory Contracts and Unexpired Leases to be assumed in advance of the Confirmation Hearing.
On or before February 5, 2021, the Debtors shall serve copies of the lists of Executory Contracts
and Unexpired Leases provided for in the Plan Supplement on the applicable counterparties.
Additionally, the Debtors will serve any revised Executory Contract and Unexpired Lease list on
affected counterparties within two (2) days of filing such lists, provided that each counterparty to
an Executory Contract or Unexpired Lease that (i) is later added to the list and/or (ii) has its Cure
Amount modified by the Debtors shall have until the date that is fourteen (14) days after the
Debtors serve such counterparty with notice thereof to object to the assumption of its Executory
Contract or Unexpired Lease pursuant to the Plan, including any objection as to adequate assurance
of future performance under section 365(b)(1) of the Bankruptcy Code, and, if the proposed Cure
Amount has been modified, exclusively to the proposed Cure Amount.
ARTICLE III.
GENERAL INFORMATION
This Article III provides a general overview of the North American Debtors’ and ITI’s
corporate history, business operations, organizational structures, and assets. It also discusses the
events leading to the filing of the Chapter 11 Cases.
3.1 History and Business, Organizational Structure, and Assets of the North American Debtors
(a) Corporate History
The Debtors were acquired in 2011 (the “2011 Purchase”) by an Imerys Group 25 holding
company, Mircal S.A. (“Mircal”). Mircal entered into an agreement with Rio Tinto to purchase
25
The Imerys Group is a French multinational corporation comprised of over 360 affiliated entities
directly and indirectly owned by Imerys S.A.
23
US-DOCS\120811663.4
the stock of the Rio Tinto Corporate Parties’ talc operations, 26 including the stock of Luzenac
America, Inc. (“Luzenac America”) and Windsor Minerals, Inc. (“Windsor”). 27 The stock
purchase agreement entitled Mircal to substitute other members of the Imerys Group to acquire
individual talc-related entities from the Rio Tinto Corporate Parties, and Mircal exercised that right
to cause Imerys Minerals Holding Limited (UK), an indirect, non-debtor subsidiary of Imerys S.A.,
to acquire the outstanding shares of Luzenac America. At the same time, Mircal also acquired the
stock of Luzenac, Inc. (“Luzenac”), which is now known as ITC, from another member of the Rio
Tinto Corporate Parties, QIT Fer & Titane, Inc. Mircal remains the direct parent entity of ITC.
Luzenac America, Windsor, and Luzenac subsequently changed their names to ITA, ITV, and ITC,
respectively. 28
At the time of the 2011 Purchase there were only approximately eight Talc Personal Injury
Claims pending against one or more of the Debtors, each of which was in the early stages of
litigation. Since then, the number of suits has increased significantly, with over 16,000 on or prior
to Petition Date.
(b) North American Debtors’ Operations
The Debtors are in the business of mining, processing, selling, and/or distributing talc. Talc
is mined from talc deposits, which were geologically formed through the transformation of existing
rocks under the effect of hydrothermal fluids carrying one or several of the components needed to
form the mineral. There are many types of talc and each ore body has its own features and geology.
Accordingly, the mining and processing of talc requires highly-technical and specialized
knowledge. Talc is used in the manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals.
The operations of the North American Debtors include talc mines, plants, and distribution
facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut
and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). Talc
sold by the North American Debtors is utilized in numerous products, including, but not limited
to: polymers; paper; paints and coatings; specialties; rubber; personal care/cosmetics; building
materials; and others. ITA and ITV sell talc directly to their customers as well as to third party
26
As used herein, “Rio Tinto Corporate Parties” means Rio Tinto plc, Rio Tinto Limited, and the
Persons listed on Schedule IV attached to the Plan, each of which is directly or indirectly controlled by Rio
Tinto plc and/or Rio Tinto Limited, and the future successors or assigns of Rio Tinto plc, Rio Tinto Limited,
and/or the Persons listed on Schedule IV attached to the Plan, solely in their capacity as such.
27
The Debtors have been owned by various entities over their 100-year history. In 1989, Johnson &
Johnson sold the stock of Windsor, which is now known as ITV, to Cyprus Mines. In 1992, Cyprus Mines
and its affiliates transferred such stock and all of their other assets in the talc business to a newly formed
subsidiary, Cyprus Talc Corporation (“CTC”). As a result of this transaction, Windsor became a wholly-
owned subsidiary of CTC. Contemporaneously with the 1992 transfer, RTZ America, Inc. purchased the
outstanding shares of CTC. Also in 1992, CTC was renamed Luzenac America, which is now known as
ITA. Windsor continued to remain a wholly-owned subsidiary of Luzenac America.
28
A timeline of the ownership history of each of the North American Debtors is included in the
Declaration of Alexandra Picard, Chief Financial Officer of the Debtors in Support of Chapter 11 Petitions
and First Day Pleadings [Docket No. 10] (the “First Day Declaration”).
24
US-DOCS\120811663.4
and affiliate distributors. ITC exports the vast majority of its talc into the United States almost
entirely on a direct basis to its customers.
As of the Petition Date, approximately 5% of the North American Debtors’ revenues were
from talc sales in the United States for personal care/cosmetic applications. In addition, as of the
Petition Date, the North American Debtors’ top customers in the personal care/cosmetic sector
were manufacturers of baby powder (50% of personal care sales), makeup (30% of personal care
sales), and soap (20% of personal care sales). Although there are other talc suppliers in the market,
the North American Debtors were historically the sole supplier of cosmetic talc to J&J. 29 The
Debtors report that although personal care/cosmetic sales make up only a minor percentage of the
North American Debtors’ revenue, nearly all of the pending Talc Personal Injury Claims allege
injuries based on use of cosmetic products containing talc, though some claims also allege injuries
based on exposure to talc in an industrial setting.
Together, the North American Debtors are the market leader with respect to talc production
in North America, representing nearly 50% of the market. Their main competitors are the
following companies: Mineral Technologies Inc., American Talc Company, Inc., IMI Fabi, and
Cimbar.
(c) Existing Organizational Structure and Ongoing Businesses
The North American Debtors continue to mine, process, and distribute talc, utilizing a core
group of executives and staff personnel who are assisted by specialized outside professionals and
consultants.
As of October 31, 2020, the North American Debtors employed approximately 277
employees – 177 by ITA, 28 by ITV, and 72 by ITC. These employees are located at the North
American Debtors’ offices in Roswell, Georgia, and talc mines, plants, and distribution facilities
in Montana, Vermont, Texas, and Ontario, Canada. 30 Approximately 98 of the employees are
salaried employees and approximately 179 of the employees are hourly employees. In addition,
the North American Debtors’ workforce also includes approximately 4 part-time employees and
approximately 29 independent contractors. 31 The North American Debtors also rely on services
provided by Imerys S.A. and certain Non-Debtor Affiliates under various shared services
arrangements, as further described in the First Day Declaration and the Cash Management Motion
(as defined below).
The officers (with position) of each of the North American Debtors as appointed by their
respective boards of directors are: Giorgio La Motta (President), Anthony Wilson (Treasurer), and
29
“J&J” means Johnson & Johnson, Johnson & Johnson Baby Products Company, Johnson &
Johnson Consumer Companies, Inc., Johnson & Johnson Consumer Inc., Johnson & Johnson Consumer
Products, Inc., and each of their past and present parents, subsidiaries and Affiliates, direct and indirect
equity holders, and the successors and assigns of each, excluding the Debtors and the Imerys Non-Debtors.
30
Certain of the North American Debtors’ officers conduct operations from a rented office located in
San Jose, California.
31
Included as hourly employees are approximately 111 employees who are covered by various
collective bargaining agreements.
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Ryan J. Van Meter (Secretary). In addition, the boards of directors of ITA and ITV consist of
Kevin Collins, Giorgio La Motta, and Douglas Smith, and the board of directors of ITC consists
of Kevin Collins, Giorgio La Motta, Douglas Smith, and Matthias Reisinger.
(d) Description of the North American Debtors’ Assets
The North American Debtors’ assets consist primarily of cash on hand, parent loan
receivables, insurance assets and indemnification rights, inventory, machinery and equipment,
mineral reserves, land and buildings, and accounts receivable. Each of these asset categories is
described below.
(1) Cash and Investments
As of October 31, 2020, the North American Debtors held approximately $11.7 million in
Cash in the aggregate. The Cash is maintained, in part, in various accounts maintained by the
North American Debtors. ITA maintains a lockbox account and an EFT account, as well as an
adequate assurance account in accordance with the order approving the Utilities Motion [Docket
No. 296] (as defined below), each of which are located at SunTrust Bank. ITC has two operating
accounts (one for U.S. Dollars and one for Canadian Dollars) held at the Royal Bank of Canada
and a deposit account held at SunTrust Bank. ITC’s deposit account was opened post-petition at
the request of the United States Trustee. ITA and ITC also maintain interest bearing savings
accounts with Signature Bank that were opened in January 2020. ITV does not hold any bank
accounts.
As of October 31, 2020, the North American Debtors also had an accounts receivable
balance totaling approximately $28.2 million. This balance primarily corresponds to receivables
due from third party customers incurred in the ordinary course of sales.
(2) Cash Management System and Intercompany Loans
The North American Debtors are not party to any secured financing arrangements or any
third party credit facilities, and instead have relied on the positive cash flows generated by their
operations to run their businesses and fund the Chapter 11 Cases. However, and as described in
Section 5.8 of this Disclosure Statement, on November 2, 2020, the Debtors filed the DIP Motion
(as defined below) seeking authority to obtain debtor-in-possession financing in an amount not to
exceed $30 million (the “DIP Facility”). The DIP Loans would be secured by a lien on
substantially all of the Debtors’ assets. A hearing on the DIP Motion was held on November 16,
2020 (the “DIP Hearing”). At the hearing, the Bankruptcy Court requested additional information
from the Debtors with respect to the DIP Facility. Currently, an order approving the DIP Facility
has not yet been entered by the Bankruptcy Court.
Prior to the Petition Date, and as further described in the First Day Declaration, ITA and
ITV participated in a zero balance accounting cash management system with their non-debtor,
indirect parent, Imerys USA, Inc. (“Imerys USA”). 32 Under such system, at the end of each
32
A description of the Debtors’ cash management system, deposit practices, and intercompany
transactions is found in Debtors’ Motion for Orders Under 11 U.S.C. §§ 105(a), 345, 363, 503(b), and
26
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business day, funds remaining in certain of ITA’s bank accounts were automatically swept to
Imerys USA. The amount swept to Imerys USA less any payments made by Imerys USA on
account of expenses incurred by ITA or ITV was recorded in ITA’s and Imerys USA’s books as
an interest-bearing intercompany loan in favor of ITA pursuant to (i) that certain Intercompany
Loan and Investment Agreement, dated as of June 2018, by and between ITA and Imerys USA
(the “ITA Loan Agreement”) and (ii) that certain Intercompany Loan and Investment Agreement,
dated as of June 2018, by and between ITV and Imerys USA (the “ITV Loan Agreement” and,
together with the ITA Loan Agreement, the “Intercompany Loan Agreement”). 33 Prior to the
Petition Date, ITA and ITV modified certain aspects of their cash management system and
eliminated the practice of automatically sweeping funds to Imerys USA. As of the date hereof, (i)
ITA no longer has an outstanding loan receivable from Imerys USA and (ii) ITV has an outstanding
loan receivable from Imerys USA in the amount of approximately $2,500,000.
ITC operates under a separate cash management system from the other North American
Debtors. Historically, excess cash generated by ITC’s operations was periodically swept to Imerys
S.A. at the discretion of ITC. All transfers of cash that were made to Imerys S.A. (net of any cash
transfers made from Imerys S.A. to ITC) were recorded as an intercompany interest-bearing loan
on the books of Imerys S.A. and ITC pursuant to (i) that certain Intra-Group Treasury Agreement,
by and between Imerys S.A. and certain of its subsidiaries, including the North American Debtors,
and (ii) that certain Intercompany Loan and Investment Agreement by and between Imerys S.A.
and ITC. As of the date hereof, ITC no longer holds an outstanding loan due and payable from
Imerys S.A.
(3) Insurance Policies, Indemnity Rights, and Settlement Agreements
The North American Debtors are insureds, or otherwise have rights to coverage, under
numerous Talc Insurance Policies covering, among other things, liability for Talc Personal Injury
Claims. Although the Debtors estimate that the amount of the aggregate insurance available is
material, the realizable value of such coverage is subject to any number of factors, including,
without limitation, the solvency of the insurers and the outcome of existing and any future coverage
disputes. As further described in Article V of this Disclosure Statement, prepetition, the North
American Debtors were actively pursuing claims against certain insurers for substantial insurance
coverage and collections against these insurers, and were engaged in disputes with certain of their
predecessors in interest regarding who has the right to access certain Talc Insurance Policies.
In addition, the Debtors believe that (i) Talc Personal Injury Claims related to the North
American Debtors’ sale of talc to J&J are subject to uncapped indemnity rights against J&J under
certain stock purchase and supply agreements and (ii) one or more of the North American Debtors
(e.g., ITV f/k/a Windsor Minerals, Inc.) have the rights to the proceeds of insurance policies issued
507(a), Fed. R. Bankr. P. 6003 and 6004, and Del. Bankr. L.R. 2015-2 (I) Authorizing Continued Use of
Existing Cash Management System, Including Maintenance of Existing Bank Accounts, Checks, and
Business Forms, (II) Authorizing Continuation of Existing Deposit Practices, (III) Approving the
Continuation of Intercompany Transactions, and (IV) Granting Superpriority Administrative Expense
Status to Certain Postpetition Intercompany Claims [Docket No. 11] (the “Cash Management Motion”).
33
The Intercompany Loan Agreements were amended by that certain Letter Agreement, dated as of
February 11, 2019.
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to J&J. J&J has historically disputed the existence and extent of any indemnity obligations owed
to the Debtors or the Imerys Non-Debtors, and has disputed that the North American Debtors have
any rights to the proceeds of insurance policies issued to J&J. In particular, J&J has stated that it
does not believe it owes the Debtors any indemnity obligations after December 31, 2000. J&J has
also stated that it believes that it has strong defenses against any indemnification obligations
asserted by the Debtors or their successors and that the Debtors have materially breached their
contractual indemnity agreements and common law duties. 34 The Plan Proponents disagree with
J&J’s assertions.
As of the date hereof, the North American Debtors have identified various insurance and
indemnity assets, including:
• remaining aggregate limits under the Talc Insurance Policies with solvent insurers
(not otherwise subject to a Bankruptcy Court-approved settlement agreement)
having an estimated realizable value of approximately $830 million available to
pay claims covered under such agreements, which estimate excludes any estimate
for anticipated recoveries on account of the coverage provided by insurers who are
subject to settlement agreements;
• the right to access certain shared insurance policies issued to J&J and its
subsidiaries with estimated total aggregate limits of approximately $2 billion;
provided, however, that J&J disputes that the Debtors are entitled to such proceeds;
• the right to seek the proceeds of policies issued to Standard Oil (Indiana) and its
subsidiaries with total aggregate limits of approximately $1.2 billion; and
• indemnity rights against J&J.
As described in Articles IV, VI, and VII of this Disclosure Statement, the Debtors’ ability to access
certain of these insurance and indemnity assets is affected by the Rio Tinto/Zurich Settlement and
the Cyprus Settlement.
(4) Other Assets
As of October 31, 2020, the North American Debtors also had the following core assets:
• Inventory with an approximate value of $27.3 million. The inventory includes raw
materials, finished goods, and other inventory or supplies. Raw materials represent
the largest component of total inventory for ITA and ITV, totaling approximately
$13.3 million and $1.9 million, respectively, and include, among other things,
purchased crude ore and mined ore. Finished goods represent the largest
component of total inventory for ITC, totaling approximately $2.2 million, and
34
These and other arguments made by J&J against the applicability of the indemnity obligations and
the availability of the insurance proceeds are discussed in Article XII of this Disclosure Statement.
28
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include, among other things, products that have been packaged but are awaiting
distribution.
• Machinery, fixtures, and equipment with an approximate value of $36.0 million.
• Mining assets with a value of approximately $14.0 million. Mineral reserves and
overburden represent approximately $5.3 million and $8.7 million of the mining
assets, respectively. Moreover, the North American Debtors’ mineral reserves are
comprised of the unmined portion of the ore deposits at the North American
Debtors’ mines.
• Land and buildings with an approximate value of $5.7 million (after accumulated
depreciation), primarily consisting of industrial buildings and related
improvements, including infrastructure, and the land under and surrounding the
buildings and production facilities.
3.2 History and Business, Organizational Structure, and Assets of ITI
(a) Corporate History
In 1895, the Società Talco e Grafite Val Chisone (“Società”) was organized for the purpose
of mining minerals, including talc, from the Val Chisone and Valle Germanasca valleys in the
Piedmont region of Italy. In July of 1907, Talco e Grafite Val Chisone S.V.C. (“Talco e Grafite”)
was incorporated in Pinerolo, Italy, and subsequently acquired all of the tangible and intangible
assets of Società. Thereafter, on April 5, 1990, Finanziaria Minerario Industriale was organized
in the Piedmont region of Italy, and on August 31, 1990, Finanziaria Minerario Industriale was
merged with Talco e Grafite and renamed Talco Val Chisone S.p.A.
Talco Val Chisone S.p.A. changed its name to Luzenac Val Chisone S.p.A. after it was
acquired by Rio Tinto Talc Limited. Then, as with the predecessor entities of the North American
Debtors, Luzenac Val Chisone S.p.A. was acquired by the Imerys Group as part of the 2011
Purchase. Luzenac Val Chisone S.p.A. was then renamed Imerys Talc Italy S.p.A. ITI is a
majority-owned subsidiary of Mircal Italia, which in turn is an indirect subsidiary of Imerys S.A.
(b) ITI’s Operations
Like the North American Debtors, ITI is in the business of mining, processing, selling,
and/or distributing talc to a variety of end markets. ITI’s talc operations include a talc mine in
Rodoretto, and a plant and office in Porte. Talc that is mined in Rodoretto is sent to the plant in
Porte where it is processed, refined into various talc products, and packaged for distribution. The
office in Porte houses ITI’s general management administrative operations.
ITI sells its talc through internal sales channels as well as through third party distributors.
Talc sold by ITI is utilized in numerous products, including, but not limited to: specialties (39%);
polymers (23%); personal care (22%); paints and coatings (10%); and other (6%). 35 ITI has a
35
The foregoing percentages are based on total sales in 2019.
29
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leading market share for its products in Europe, the Middle East, and Africa. In addition, ITI also
sells talc to purchasers in North America. Approximately 4% of ITI’s current revenues arise from
talc sales to the United States for cosmetic/personal care applications.
(c) Existing Organizational Structure and Ongoing Businesses
ITI continues to mine, process, and distribute talc, utilizing a core group of executives and
personnel. ITI currently employs 83 full-time employees and one part-time employee.
Specifically, 49 of ITI’s employees are located at the Rodoretto mine, 23 are located at the
Malanaggio plant, and 12 are located at the Porte office. ITI also benefits from certain shared
services arrangements with Imerys S.A. and Imerys Talc Europe. Specifically, ITI pays an
aggregate annual fee to Imerys Talc Europe for services related to, among other things: information
systems and technology, research and application, general management and communications,
industrial production, geology, process engineering, marketing, finance, human resources, health,
safety and environment, and logistics. ITI also pays an annual fee to Imerys S.A. on account of
certain group-level executive management, legal, and other corporate overhead services provided
by Imerys S.A. to ITI. These services include, among other things: business administration,
management, marketing and sales, legal, internal and external communications, accounting,
finance, taxation, treasury, information technology, technology, transport, insurance, purchasing,
and product safety and stewardship services.
The officers (with position) and Statutory Auditors of ITI are: Kosman Rivolti (CEO),
Laura Campanini (Board of Statutory Auditors Chairman), Giorgio Monetti (Statutory Auditor),
and Anna Angela De Benedittis (Statutory Auditor). In addition, the board of directors of ITI
consists of Vincenzo Walter Gentile, Kosman Rivolti, and Kevin Collins.
(d) Description of ITI’s Assets
(1) Cash, Cash Management System and Intercompany Loan
ITI has relied on the positive cash flows generated by its operations to run its business.
As of October 31, 2020, ITI held approximately $1,500,000. ITI has an operating account
located at Société Générale Italy and a tax disbursement account located at Intesa Sanpaolo S.p.A.
Each of these accounts are maintained in ITI’s name.
ITI operates under a separate cash management system from the North American Debtors.
Historically, excess cash generated by ITI’s operations was swept on a daily basis to a bank
account in the name of Imerys Talc Europe, where it was pooled in an operating account held by
Imerys Talc Europe with funds from other European affiliates and eventually upstreamed to Imerys
S.A. ITI also periodically transferred funds to Imerys S.A. as compensation for intercompany
transactions, which were historically consolidated and settled with Imerys S.A. pursuant to an
intercompany netting system and recorded on the relevant entity’s books as a payable or
receivable, as applicable. All transfers that were made to Imerys Talc Europe or Imerys S.A. (net
of any cash transfers made from Imerys Talc Europe or Imerys S.A. to, or on behalf of, ITI) were
recorded as an intercompany interest-bearing loan on the books of ITI and Imerys Talc Europe or
Imerys S.A., as applicable.
30
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As of the date of this Disclosure Statement, excess funds are no longer swept from ITI to
Imerys Talc Europe or Imerys S.A. Instead, all funds generated from ITI’s operations are retained
in ITI’s bank accounts. Moreover, ITI now satisfies all intercompany obligations on account of
intercompany purchases or services as they come due in cash. Notwithstanding the foregoing,
payables and receivables between ITI and the Debtors may continue to accumulate, with such
obligations to be settled on a cash basis at the discretion of the Debtors and ITI.
As of October 31, 2020, ITI holds an outstanding loan receivable (i) from Imerys Talc
Europe in the amount of approximately $21.9 million and (ii) from Imerys S.A. in the amount of
approximately $160,000. ITI also had an accounts receivable balance totaling approximately
$4,500,000 as of October 31, 2020. This balance primarily corresponds to receivables due from
third party customers incurred in the ordinary course of sales.
(2) Other Assets
As of October 31, 2020, ITI maintained the following other core assets:
• Inventory with an approximate value of $2,000,000. The inventory includes raw

materials, spare parts, work in progress, and finished goods. Raw materials
represent the largest component of total inventory, totaling approximately
$1,400,000, and include, among other things, crude ore, bag stops, and pallets.
• Mineral reserves with a value of approximately $1,000,000. The mineral reserves

represent the unmined portion of the ore deposits at the mine.
• Land and buildings with an approximate value of $3,500,000 (after accumulated

depreciation), primarily consisting of industrial buildings and related
improvements, including infrastructure, and the land under and surrounding the
buildings and production facilities.
3.3 Filing of the Chapter 11 Cases and Plan Discussions
(a) Events Leading to the Chapter 11 Cases
In June 2018, as a result of the increasing number of talc claims being asserted against the
North American Debtors in the tort system and the unwillingness of the North American Debtors’
insurers and indemnitors to provide coverage for the Debtors’ mounting defense costs, the North
American Debtors retained Latham & Watkins LLP (“Latham”) to assist them in evaluating a
number of strategic options to manage their talc-related liabilities. The North American Debtors
and Latham worked with the North American Debtors’ litigation defense counsel, Alston & Bird
LLP (“Alston”) and Gordon Rees Scully Mansukhani LLP, and insurance coverage counsel, Neal,
Gerber & Eisenberg LLP (“NGE”), to identify and assess alternatives to resolve the North
American Debtors’ talc-related liabilities, including evaluating the costs and benefits associated
with continuing to litigate talc-related claims in the tort system.
At the same time, the North American Debtors explored the viability of using a chapter 11
bankruptcy filing to address their talc liabilities by channeling them to a trust created under
sections 105 and 524(g) of the Bankruptcy Code that would be structured to ensure the fair and
31
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equitable treatment of present and future claimants. As part of this exploratory effort and to
facilitate the implementation of this potential chapter 11 strategy if and when authorized by their
boards of directors, the North American Debtors entered into an engagement letter with James L.
Patton, Jr. of Young Conaway Stargatt & Taylor, LLP (“Young Conaway”) on September 25,
2018 to serve as a proposed future claims representative to represent the interests of individuals
who may in the future assert talc-related demands against the Debtors. Mr. Patton retained Young
Conaway as his legal counsel and Ankura Consulting Group, LLC (“Ankura”) as his claims
analyst to provide advice in connection with such representation. Together with his advisors,
Mr. Patton initiated an extensive diligence process into the North American Debtors’ businesses
and the pending talc litigation, subject to a confidentiality agreement.
The North American Debtors worked constructively with Mr. Patton and his advisors
throughout the prepetition process by providing access to relevant documents and responses to
numerous information requests, as well as by attending multiple in-person diligence meetings,
among other things. The North American Debtors hoped to engage with plaintiffs’ firms prior to
the commencement of the Chapter 11 Cases to determine if a pre-arranged chapter 11 plan could
be achieved. The North American Debtors did not have sufficient time, however, to conduct the
diligence process that would be necessary for the parties to engage in meaningful discussions given
the pending trial calendar (and risk of incurring a judgment for which the North American Debtors
could not post an appeal bond) and the ever-increasing costs of settlement and defense.
Nevertheless, the constructive discussions with Mr. Patton confirmed, from the Debtors’
perspective, the viability of using chapter 11 to resolve the Talc Personal Injury Claims in a manner
that would maximize the distributable value for all stakeholders and provide fair and equitable
treatment of the Talc Personal Injury Claims.
(b) Filing the Chapter 11 Cases, Continuation of Diligence, and Plan Discussions
After extensive discussions with their advisors, the North American Debtors ultimately
determined that, due to the increasing number of Talc Personal Injury Claims being asserted
against them in the tort system and the prospect of diminishing readily accessible insurance/third
party indemnitor coverage, continued litigation in the tort system was not a viable option and that
the commencement of the Chapter 11 Cases was in the best interests of the North American
Debtors, their Estates, and their stakeholders. Accordingly, on February 13, 2019, the North
American Debtors’ boards of directors authorized the filing of these Chapter 11 Cases.
Following the Petition Date, as described more fully in Article V, the FCR and the Tort
Claimants’ Committee were each appointed in the Chapter 11 Cases. Plan discussions between
the Tort Claimants’ Committee, the FCR, and the North American Debtors (and related due
diligence) progressed after the bankruptcy filing. The plan discussion process included, among
other things, in-person meetings and conference calls between counsel to the North American
Debtors and counsel to the Tort Claimants’ Committee and the FCR, written responses to
information requests from counsel to the Tort Claimants’ Committee and the FCR, and a
comprehensive document production, wherein the North American Debtors produced, and counsel
to the Tort Claimants’ Committee and the FCR reviewed, documents and electronic files relating
to the Debtors, their affiliates, and predecessors.
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As discussions matured, the North American Debtors, the Tort Claimants’ Committee, and
the FCR focused on the possibility of a comprehensive settlement involving Imerys S.A., ITI, and
the other Non-Debtor Affiliates. In furtherance of such a settlement, Imerys S.A. provided certain
information and documents related to diligence requests from the Tort Claimants’ Committee and
the FCR. Such diligence informed the parties’ views on a potential contribution that could be
made to the Talc Personal Injury Trust by or on behalf of the Imerys Non-Debtors in return for
protection under the Channeling Injunction.
In light of the foregoing developments, Imerys S.A. and its counsel became more directly
involved in the plan negotiations in the months leading up to the filing of the Plan. Representatives
of the North American Debtors, the Tort Claimants’ Committee, the FCR, and Imerys S.A. spent
considerable time negotiating over the terms of a framework for a plan of reorganization for the
Debtors that would include a chapter 11 filing for ITI. In particular, the parties focused on the
funding for the Talc Personal Injury Trust via the Imerys Contribution, and the terms of the
Channeling Injunction. Ultimately, the parties reached an agreement on the key terms for a
proposed plan of reorganization and global settlement, which are embodied in the Plan.
(c) ITI
The global settlement encompassed in the Plan contemplates that ITI will file a voluntary
petition for relief under chapter 11, provided that the requisite number of votes to accept the Plan
are received from the holders of Talc Personal Injury Claims against the Debtors (including, for
the avoidance of doubt, ITI). 36 ITI, like certain of the North American Debtors, has been named
as a defendant in litigation asserting Talc Personal Injury Claims. Specifically, ITI has been named
in eight lawsuits asserting Mesothelioma Claims, each of which has been filed by a single firm. In
light of the potential chapter 11 filing of ITI contemplated under the Plan, the cases against ITI
were dismissed without prejudice as to ITI pursuant to an agreement between ITI and the plaintiffs
in those suits.
As a result of the foregoing, and given the potential for ITI to face increasing talc-related
litigation if it remains in the tort system, ITI has determined that the commencement of a chapter
11 case in order to similarly resolve its talc-related liabilities, pending a vote to accept the Plan by
holders of Claims in Class 4, is in the best interests of ITI and its stakeholders. The commencement
of a chapter 11 case by ITI is a negotiated for and essential component of the Imerys Settlement,
which aims to fully resolve the Talc Personal Injury Claims against the Debtors.
(d) J&J Negotiations
For nearly four years prior to the Petition Date, the Debtors and J&J engaged in
negotiations to resolve disputes related to indemnification rights and obligations, which involved
complicated issues of allocation of indemnification obligations, purported “gap years” not covered
by contractual indemnity, cross claims for indemnification between the parties, and coverage under
various insurance agreements. During those years, the parties engaged in multiple conversations,
including in-person meetings and letter writing, as well as mediation sessions on July 24, 2018 and
36
ITI has retainers with certain of its retained professionals in the United States, which provide it
with sufficient property in the United States for purposes of commencing a chapter 11 case.
33
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September 25, 2018, in an attempt to resolve these issues. The parties were unable to reach a
resolution in the mediation, but continued to engage in settlement discussions after the conclusion
of the formal mediations. The Debtors, the Tort Claimants’ Committee, the FCR, the Imerys Non-
Debtors and J&J also engaged in mediation sessions on September 18 and September 21, 2020 in
an attempt to resolve issues related to the J&J Stay Motion (as defined below). The parties were
unable to resolve these issues. As of the date of this Disclosure Statement the Plan Proponents are
willing to continue to engage with J&J on issues regarding J&J’s indemnification obligations.
However, the Debtors, the Tort Claimants’ Committee, and the FCR are not willing to agree to a
resolution along the lines of the Revised J&J Protocol (as defined below) [Docket No. 2247]
because the relief proposed by J&J would be detrimental to holders of current and future Claims
seeking to prosecute those Claims against J&J for the reasons set forth in the objections and
responses filed by each of the Debtors, the Tort Claimants’ Committee, and the FCR, which are
further described in Section 4.2(b)(3) of this Disclosure Statement.
ARTICLE IV.
SUMMARY OF LIABILITIES AND RELATED INSURANCE OF THE DEBTORS
4.1 Description of Talc Personal Injury Liabilities
The Debtors’ most significant liabilities are the numerous Talc Personal Injury Claims
asserted against them, which are described in detail below. The Debtors maintain that their talc is
safe, that the Talc Personal Injury Claims are without medical or scientific merit, and that exposure
to their talc products has not caused personal injuries. The Debtors also contend that the safety of
their talc has been confirmed by dozens of peer-reviewed studies and multiple regulatory and
scientific bodies, including five of the largest real world studies ever conducted. The Tort
Claimants’ Committee and the FCR disagree with the Debtors’ position, and dispute the validity
of the studies relied upon by the Debtors. In support of their position, the Tort Claimants’
Committee and the FCR assert, among other things, the relatively nascent development of this tort
and the existence of new or better testing methodologies than those cited in the studies on which
the Debtors rely.
As described in the First Day Declaration, it is the Debtors’ view that they have had
significant success defending against Talc Personal Injury Claims in the tort system and no final,
unappealable verdict has been issued against any Debtor in any lawsuit asserting talc related
claims. The Debtors assert that they have been and continue to be committed to the quality and
safety of their products above all else. Nevertheless, the substantial increase in alleged talc-related
claims in the last few years, combined with the current state of the U.S. tort system, has led to
overwhelming projected litigation costs (net of insurance) that the Debtors were unable to sustain
over the long-term, leading to the chapter 11 filings.
To be clear, though they are each Plan Proponents, neither the Tort Claimants’ Committee
nor the FCR accept the Debtors’ position regarding the safety of their talc or the safety of any
products into which talc is incorporated.
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(a) Overview
As of the Petition Date, one or more of the Debtors were among the defendants in thousands
of actions brought before various U.S. federal and state courts by multiple plaintiffs asserting Talc
Personal Injury Claims. Plaintiffs have historically asserted two types of Talc Personal Injury
Claims: (1) claims alleging ovarian cancer or other related gynecological diseases arising as a
result of talc exposure (the “OC Claims”) and (2) claims alleging respiratory cancers or other
asbestos-related diseases arising as a result of talc exposure (“Mesothelioma Claims”). As of the
Petition Date, there were approximately 13,800 pending lawsuits asserting OC Claims and
approximately 850 pending lawsuits asserting Mesothelioma Claims against one or more of the
North American Debtors. ITI has also been named as a defendant in litigation asserting Talc
Personal Injury Claims. As noted above, ITI has been named in eight lawsuits asserting
Mesothelioma Claims, and it is possible that ITI may presently be a named defendant in other
cases in which it has not been served or otherwise been made aware of such proceedings.
Approximately 98.6% of the pending lawsuits asserting Talc Personal Injury Claims allege
injuries based on the use of cosmetic products containing talc. As described above,
personal care/cosmetic sales into the United States make up approximately 5% of the North
American Debtors’ annual revenues and 2% of ITI’s annual revenues. In addition, the Debtors
historically supplied and at times were the sole supplier of, talc to J&J, and have been routinely
named as a co-defendant with J&J in litigation related to the Talc Personal Injury Claims.
Approximately 99.8% of the pending and closed lawsuits asserting OC Claims against the Debtors
named J&J as a co-defendant, and approximately 80.1% of the pending lawsuits asserting
Mesothelioma Claims against the Debtors named J&J as a co-defendant. The pending and
completed lawsuits asserting Talc Personal Injury Claims also routinely name third parties other
than or in addition to J&J.
On January 5, 2021, J&J filed its Supplemental Objection to the Disclosure Statement,
which stated for the first time that “J&J settled numerous talc claims postpetition, including a large
proportion of mesothelioma claims, obtaining a release of those plaintiffs’ claims against the
Debtors in the process.” On January 15, 2021, J&J informed the Bankruptcy Court and the Debtors
that J&J has settled “most” of the outstanding Mesothelioma Claims that J&J understood to be
pending against the Debtors on the Petition Date and involved J&J products and obtained releases
on behalf of the Debtors with respect to such claims. 37 This Disclosure Statement contains the
Debtors’ best understanding of pending Direct Talc Personal Injury Claims as of the Petition Date
as no bar date was set in the Chapter 11 Cases with respect to Direct Talc Personal Injury Claims
and J&J has not provided any information to the Debtors with respect to specific claims against
the Debtors that have purportedly been resolved by J&J since the Petition Date. J&J has advised
the Debtors and other parties that since the Petition Date, J&J has procured releases of the Debtors
and related parties in over 800 claims alleging mesothelioma caused by exposure to J&J’s baby
powder. J&J likewise has asserted that, since the Petition Date, it has resolved approximately
2,000 claims alleging ovarian cancer caused by exposure to J&J’s baby powder on terms that
include releases of the Debtors and related parties.
37
However, J&J later confirmed that it does not know with certainty how many Mesothelioma Claims
remain pending.
35
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J&J has subsequently stated that it intends to assert subrogation rights against the Debtors
on account of the Direct Talc Personal Injury Claims it settled, in addition to the claims it has
asserted and may assert as Indirect Talc Personal Injury Claims. If J&J has such rights, and J&J
is successful in asserting those rights, it will step into the shoes of the Direct Talc Personal Injury
Claims and receive the same share of the Talc Personal Injury Trust Assets that other holders of
Direct Talc Personal Injury Claims receive; however, the Plan Proponents believe any such rights
would be offset by any portion that is subject to the J&J Indemnification Obligations. Moreover,
it is expected that the Plan Proponents and/or the Talc Trustees will object to J&J receiving a cash
recovery under the Trust Distribution Procedures as a Direct Claimant (as defined in the Trust
Distribution Procedures) for the claims against the Debtors that J&J settled postpetition.
The Plan Proponents did not take into account the purported J&J settlements in determining
the allocation of the Talc Personal Injury Trust Assets and the Payment Percentages (as defined in
the Trust Distribution Procedures) under the Trust Distribution Procedures.
The Trust Distribution Procedures do not contemplate any adjustment of the allocation of
Talc Personal Injury Trust Assets between Mesothelioma Claims and OC Claims.
(b) Proliferation of Talc Claims
At the time of the Imerys Group’s acquisition of the Debtors, there was only one OC Claim
pending against ITA, which was in the early stages of litigation. 38 In 2014, following a judgment
against J&J, the number of suits filed involving OC Claims began to increase. Approximately
16,500 OC Claims have been filed since 2014 and, as of the Petition Date, approximately 13,800
OC Claims were pending against one or more of the Debtors.
Similarly, when the Debtors were acquired in 2011, there were only approximately seven
pending Mesothelioma Claims, which were all in the early stages of litigation. As with OC Claims,
however, plaintiffs began filing Mesothelioma Claims at an increasing pace in 2014, and in early
2016, one of the Mesothelioma Claims reached trial. Since 2014, approximately 1,200
Mesothelioma Claims have been filed against one or more of the Debtors, of which approximately
850 were still pending as of the Petition Date. 39
(c) OC Claims
Plaintiffs asserting OC Claims generally allege that they have developed ovarian cancer or
other related gynecological cancers as a result of their use of certain cosmetic products, primarily
J&J body powders (which were historically comprised almost entirely of talc) for feminine hygiene
purposes. Historically, plaintiffs have asserted that talc itself causes ovarian cancer and have not
asserted that talc contained in the body powder was contaminated with trace amounts of asbestos.
In 2017, however, some plaintiffs asserting OC Claims began to allege that their personal injuries
38
ITA subsequently obtained summary judgment in its favor in that case.
39
The Debtors do not intend to seek a formal estimation of the Debtors’ total liability for Talc
Personal Injury Claims, but they reserve the right to seek such a formal estimation in the future.
36
US-DOCS\120811663.4
may also have been caused by trace asbestos contamination of the talc. The Debtors dispute all of
these allegations.
(d) Mesothelioma Claims
Plaintiffs asserting Mesothelioma Claims generally allege they have developed non-
ovarian cancer personal injuries based on some form of asbestos exposure. Some of these plaintiffs
assert that they were only exposed to talc that was contaminated with trace amounts of asbestos,
while others allege additional non-talc exposure to asbestos. It is the Debtors’ view that in many
cases plaintiffs have made insufficient allegations for the Debtors to determine whether the
Mesothelioma Claims are based on cosmetic talc exposure, industrial talc exposure, or both. For
those pending cases where the plaintiff’s exposure to talc has been identified with specificity,
approximately 63% percent of plaintiffs allege exposure to asbestos through the use of cosmetics,
while approximately 24% of plaintiffs allege exposure in industrial occupational settings (the
approximately remaining 13% of plaintiffs allege both cosmetic and industrial exposure).
4.2 Description of Talc Insurance Coverage
(a) Talc Insurance Coverage
The North American Debtors have access to, and rights under, various Talc Insurance
Policies with Talc Insurance Companies that cover, among other things, certain talc-related
personal injury liabilities and related litigation costs (including, in certain instances, defense
costs). 40 Specifically, one or more of the North American Debtors have the right to the proceeds
of insurance policies for both the OC Claims and the Mesothelioma Claims. 41 As further discussed
below, the Debtors are informed and believe that the total amount of insurance available for the
OC Claims and the Mesothelioma Claims is at least $670 million and $160 million, respectively. 42
Notwithstanding the foregoing, the amounts available for OC Claims that the Debtors believe are
attributable to the Zurich Policies (in excess of $630 million) will be released pursuant to the Rio
Tinto/Zurich Settlement in exchange for the Rio Tinto/Zurich Contribution. Any and all rights to
and in connection with the Cyprus Talc Insurance Policies will be assigned to the Talc Personal
Injury Trust on the Cyprus Trigger Date pursuant to the Cyprus Settlement. Moreover, the Debtors
also believe that ITA has rights to seek the proceeds from certain other insurance policies with
total aggregate limits of approximately $1.2 billion to resolve Mesothelioma Claims.
The Debtors have reviewed each of the available Talc Insurance Policies referred to herein,
as well as secondary evidence. Based on the Debtors’ review, the Debtors believe that each of the
Talc Insurance Policies provides coverage for bodily injury allegedly caused by exposure to talc
40
ITI has not identified any insurance coverage for Talc Personal Injury Claims asserted against it
and has been paying the defense costs of talc-related personal injury litigation directly.
41
The payment of defense costs by certain of the Talc Insurance Companies under certain Talc
Insurance Policies does not erode the limits of liability available to satisfy talc-related liabilities.
42
ITA currently is involved in coverage litigation in California state court regarding the scope and
amount of available coverage for Mesothelioma Claims under certain Talc Insurance Policies. This
coverage dispute is further discussed below.
37
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or talc-containing products during the applicable policy period. Based on the Debtors’ review and
communications with certain Talc Insurance Companies, the Debtors understand that each of the
Talc Insurance Companies that issued the Talc Insurance Policies included within the available
limits (as further described below) is solvent and able to pay covered claims. The Debtors base
their belief that the Talc Insurance Policies have realizable value as stated herein on their review
of the Talc Insurance Policies, review of secondary evidence, and communications with certain
Talc Insurance Companies. 43
Several Talc Insurance Companies have asserted coverage defenses, including but not
limited to defenses based on exclusions and other limitations contained in the policies. The
Debtors have evaluated these purported defenses and believe that such defenses do not preclude
insurance coverage, but may impact the scope of available coverage on a claim by claim basis.
(1) Insurance Coverage Containing Asbestos Exclusions
Zurich and Rio Tinto Captive Insurer Policies. One or more of the North American
Debtors has asserted the right to insurance coverage under certain primary liability policies issued
by a Zurich Corporate Party (the “Zurich Policies”). 44 Zurich issued primary liability policies to
Luzenac America from May 1997 to May 2001 with total aggregate limits of liability of $20
million. Zurich also issued primary liability policies to certain of the Rio Tinto Corporate Parties
from May 2001 to May 2012 with total aggregate limits of $630 million. The Debtors are informed
and believe that the Zurich Policies have been eroded by at least $17 million, resulting in remaining
limits of in excess of $630 million. Pursuant to various agreements with Zurich and certain of the
Rio Tinto Corporate Parties, the North American Debtors owe no further deductibles on the Zurich
Policies. The Debtors are unaware of any excess policies issued to the Rio Tinto Corporate Parties
or to the North American Debtors above the Zurich Policies. Each of the Zurich Policies contains
an endorsement that purports to exclude coverage for injuries caused by exposure to asbestos. 45
Zurich and the Rio Tinto Corporate Parties have disputed the North American Debtors’
rights to the proceeds of the Zurich Policies on several grounds, including that (1) there is a lack
of scientific evidence to support the theory that talc exposure, in and of itself, causes ovarian
cancer, thus rendering the Debtors’ liability for ovarian-cancer claims uncertain and speculative;
(2) the Zurich Policies contain exclusions for asbestos-related liabilities; (3) there is a lack of
relevant settlement history; (4) the Debtors have successfully asserted defenses to liability in the
tort system; (5) the Debtors have substantial insurance assets other than the Zurich Policies that
are available to them; and (6) under the terms of the 2011 Purchase, the Debtors are not entitled to
43
For example, a review of the Zurich Policies shows that the total limits are in excess of $650
million, and communications with Zurich confirmed that there is in excess of $630 million in remaining
limits.
44
The Zurich Policies include any and all Talc Insurance Policies issued by the Zurich Corporate
Parties, including but not limited to the Talc Insurance Policies listed on Schedule VI to the Plan. For the
avoidance of doubt, the Zurich Policies shall not include any policy to the extent such policy provides
reinsurance to any Rio Tinto Captive Insurer.
45
J&J contends that it qualifies as an additional insured under certain of the Zurich Policies.
38
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access any Zurich Policies other than ten policies issued by Zurich between May 31, 2001 and
May 31, 2011, under which Luzenac America was an insured.
In addition, the Rio Tinto Captive Insurers issued certain policies (the “Rio Tinto Captive
Insurer Policies”) that originally named Luzenac America and certain Rio Tinto Corporate Parties
as insureds, and afforded difference-in-limits coverage for sums that exceeded the limits of the
Zurich Policies, up to the policy limits of the Rio Tinto Captive Insurer Policies, and the Rio Tinto
Corporate Parties purchased certain excess policies above those limits. 46 Each of these policies
contains an exclusion for injuries caused by exposure to asbestos. Rio Tinto contends that, under
the terms of the 2011 Purchase, the Debtors no longer have access to coverage under any of these
policies.
The Rio Tinto/Zurich Settlement, including the Rio Tinto/Zurich Settlement Agreement,
finally resolves all disputes regarding the Debtors’ alleged rights to coverage under the above
policies and releases the Zurich Protected Parties and the Rio Tinto Protected Parties from any
claims directly or indirectly arising out of or related to those policies, in return for the substantial
contributions to be made by Zurich and Rio Tinto to the Talc Personal Injury Trust.
XL Policies. One or more of the North American Debtors have the right to insurance
coverage under four primary general liability policies and four umbrella polices issued by XL
Insurance America, Inc. (“XL”) to Imerys USA and its subsidiaries. XL issued primary general
liability policies for the period of January 2011 to February 2015 with total aggregate limits of $4
million (the “XL Primary Policies”). XL also issued umbrella liability policies for the period of
January 2011 to February 2015 with total aggregate limits of $34 million (the “XL Umbrella
Policies,” and together with the XL Primary Policies, the “XL Policies”). The Debtors are
informed and believe that the XL Policies have total remaining limits of approximately $37
million. Each of the XL Policies contains an endorsement that purports to exclude coverage for
injuries caused by exposure to asbestos.
As described in Section 5.9 of this Disclosure Statement, the Debtors are currently
participating in mediation with XL to resolve certain disputes regarding the Debtors’ rights to
coverage under the XL Policies.
(2) Insurance Coverage Not Containing Asbestos Exclusions
As a result of the various transactions involving the talc business of Cyprus Mines (as
discussed in Article V below), ITA believes it has the right to seek proceeds from the Cyprus Talc
Insurance Policies, which provide coverage for liabilities arising out of the talc business of Cyprus
Mines and/or its affiliates or predecessors. The Debtors are informed and believe that the primary
Cyprus Talc Insurance Policies that could provide coverage for asbestos-related liabilities arising
out of the talc business of Cyprus Mines and/or its affiliates or predecessors have been exhausted,
except four primary liability policies issued by The American Insurance Company (“AIC”) from
46
The Rio Tinto Captive Insurance Policies include any and all Talc Insurance Policies issued by the
Rio Tinto Captive Insurers, including, but not limited to the Talc Insurance Policies listed on Schedule III
attached to the Plan. For the avoidance of doubt, the Rio Tinto Captive Insurer Policies shall not include
any policy to the extent such policy provides reinsurance to any Zurich Protected Party.
39
US-DOCS\120811663.4
May 1961 to October 1964. The remaining coverage consists of umbrella and excess policies
issued by various insurers from April 1962 to July 1986 with total remaining aggregate limits of
approximately $160 million. In addition, the Debtors are informed and believe that ITA also has
rights to seek the proceeds from insurance policies issued to Standard Oil (Indiana) from 1980 to
1985 with total aggregate limits of approximately $1.2 billion.
The North American Debtors are presently litigating their rights to these policies (and
others issued to Cyprus) in the Cyprus Insurance Adversary Proceeding (as defined and further
discussed below). The Cyprus Settlement, if approved and implemented, would settle this
litigation. Pursuant to the Cyprus Settlement, if the Cyprus Trigger Date occurs, all rights to the
Cyprus Talc Insurance Policies will be assigned to the Talc Personal Injury Trust. However, in
the event the Cyprus Trigger Date does not occur, the rights to these policies will be resolved
pursuant to the Cyprus Insurance Adversary Proceeding or otherwise.
(b) J&J
(1) J&J Insurance and Indemnity Obligations
J&J Insurance. The Debtors have asserted that one or more of the Debtors have the right
to insurance coverage from various Talc Insurance Policies issued to J&J (including, for the
purpose of this section, policies issued to J&J’s corporate predecessors or subsidiaries) with total
aggregate limits of approximately $2 billion. For example, ITV (f/k/a Windsor Minerals, Inc.)
was a wholly-owned J&J subsidiary during the applicable policy periods of the J&J Talc Insurance
Policies and therefore entitled to coverage. The Debtors presently are unaware of the total
remaining and available limits of the Talc Insurance Policies issued to J&J. J&J disputes that the
Debtors or any third parties are entitled to the proceeds of any insurance coverage from various
insurance policies issued to J&J. 47
J&J Indemnification Obligations. The Debtors also have asserted that one or more of the
Debtors, the Protected Parties, and the Imerys Non-Debtors also have certain, uncapped indemnity
rights against J&J for J&J Talc Claims arising under the following agreements: (i) that certain
Agreement, between Cyprus Mines Corporation and Johnson & Johnson, dated as of January 6,
1989 (the “1989 SPA”); (ii) that certain Talc Supply Agreement, between Windsor Minerals Inc.
and Johnson & Johnson Baby Products Company, a division of Johnson & Johnson Consumer
Products, Inc., dated as of January 6, 1989 (the “1989 Supply Agreement”); (iii) that certain
Supply Agreement between Johnson & Johnson Consumer Companies, Inc. and Luzenac America,
Inc., dated as of April 15, 2001 (the “2001 Supply Agreement”); (iv) that certain Material
Purchase Agreement, between Johnson & Johnson Consumer Companies, Inc. and Luzenac
America, Inc., dated as of January 1, 2010; and (v) that certain Material Purchase Agreement,
47
Certain Talc Insurance Policies issued or allegedly issued to J&J are the subject of an active
coverage litigation in New Jersey state court, styled as Atlanta Int’l Ins. Co. v. Johnson & Johnson, et al.,
Case No. MID-L-3563-19. The Debtors, the Tort Claimants’ Committee, and the FCR are not parties to
this litigation and have not intervened. The Plan Proponents believe the action is subject to the automatic
stay, and the Debtors have demanded that the insurers stay this action. Although plaintiffs in the action do
not believe that the automatic stay applies, pending resolution of that issue, they have agreed to conduct
themselves as if the automatic stay applies.
40
US-DOCS\120811663.4
between Johnson & Johnson Consumer Companies, Inc. and Luzenac America, Inc., dated as of
January 1, 2011 (the “2011 Material Purchase Agreement” and, together with (i), (ii), (iii), and
(iv), the “J&J Agreements”). 48
J&J has previously disputed that the indemnification obligations arising out of these
agreements in favor of the Debtors are uncapped or that they relate to future claimants. J&J has
also previously disputed that it has any indemnification obligations under the 1989 Supply
Agreement to the extent any Talc Personal Injury Claims allege exposure to talc used by J&J that
did not conform to J&J’s specifications, and has contended that certain periods of time are not
covered by any supply agreement between the Debtors and J&J. Moreover, J&J claims that the
Debtors have certain obligations to indemnify J&J under the 2001 Supply Agreement. 49
More recently, J&J has acknowledged that indemnification obligations exist, but it has
contested the scope of its obligations to the Debtors and has asserted that it has claims against the
Debtors for indemnity. 50 While neither J&J nor the Debtors have initiated litigation relating to
these indemnity obligations, on June 6, 2019, a lawsuit was brought by National Union Fire
Insurance Company of Pittsburgh, Pa. (“National Union”) against Johnson & Johnson Consumer
Companies, Inc., Johnson & Johnson Baby Products Company, and Johnson & Johnson
(collectively, the “J&J Defendants”) in the Superior Court of the State of Vermont, Chittenden
Unit, styled as National Union Fire Insurance Company of Pittsburgh, PA. as Subrogee of Cyprus
Mines Corporation v. Johnson & Johnson Consumer Companies, Inc. et al., Case No. 495-6-19-
CNEV (the “Subrogation Proceeding”). In the Subrogation Proceeding, National Union sought,
among other things, to recover from the J&J Defendants, as the putative subrogee of ITA and
Cyprus Mines, the amounts National Union allegedly incurred defending ITA and Cyprus Mines
in various asbestos-related bodily injury product liability lawsuits. In response, on October 8,
2019, the Debtors filed a motion to enforce the automatic stay in the Bankruptcy Court in order to
enjoin National Union from continuing the Subrogation Proceeding (the “Motion to Enforce”)
[Docket No. 1117]. Prior to the filing of the Motion to Enforce, the J&J Defendants also filed an
answer to National Union’s complaint in the Subrogation Proceeding. On October 18, 2019,
shortly after the North American Debtors filed the Motion to Enforce, National Union agreed to
dismiss the Subrogation Proceeding without prejudice, and the Debtors withdrew the Motion to
Enforce.
48
For the avoidance of doubt, these indemnification obligations include any and all indemnity rights
of the Debtors, the Protected Parties, and the Imerys Non-Debtors against J&J for Talc Personal Injury
Claims pursuant to any other applicable agreement, order, or law.
49
Each of these agreements are described in Article XII of this Disclosure Statement.
50
See generally Johnson & Johnson’s and Johnson & Johnson Consumer Inc.’s Motion [For] An
Order Pursuant to Bankruptcy Rule 2004 [Docket No. 750]; Memorandum of Law in Support of Johnson
& Johnson’s and Johnson & Johnson Consumer Inc.’s Motion to Fix Venue for Claims Related to Imerys’s
Bankruptcy Under 28 U.S.C. §§ 157(b)(5) and 1334(b), Civ. Action No. 19-mc-00103 (MN) (D. Del. 2019)
[Docket No. 2]; Reply Memorandum of Law in Further Support of Johnson & Johnson’s and Johnson &
Johnson Consumer Inc.’s Motion to Fix Venue for Claims Related to Imerys’s Bankruptcy Under 28 U.S.C.
§§ 157(b)(5) and 1334(b), Civ. Action No. 19-mc-00103 (MN) (D. Del. 2019) [Docket No. 81].
41
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In addition, Cyprus has also asserted uncapped indemnity rights against J&J pursuant to
the 1989 Supply Agreement and the 1989 SPA, including in the Cyprus Indemnity Adversary
Proceeding (as defined below). As further discussed below, the North American Debtors are
presently litigating their rights to certain of these indemnification obligations in the Cyprus
Indemnity Adversary Proceeding. The Cyprus Settlement, if approved and implemented, would
settle the litigation as between Cyprus and the Debtors. Pursuant to the Cyprus Settlement, if the
Cyprus Trigger Date occurs, Cyprus’ rights to indemnification by J&J (only to the extent related
to any Talc Personal Injury Claim that is channeled to the Talc Personal Injury Trust) will be
assigned to the Talc Personal Injury Trust. However, in the event the Cyprus Trigger Date does
not occur, the ownership of these indemnity rights will be resolved pursuant to the Cyprus
Indemnity Adversary Proceeding or otherwise.
(2) J&J Removal Attempt
In addition to the foregoing, on April 18, 2019, Johnson & Johnson and Johnson & Johnson
Consumer Inc. (collectively, the “J&J Removal Parties”) commenced a civil action in the U.S.
District Court for the District of Delaware (the “District Court”) and moved to fix venue in the
District Court for all pending talc-related personal injury and wrongful death claims (the “Venue
Motion”). 51 The Venue Motion sought to transfer the 2,400 lawsuits under 28 U.S.C. §§ 157(b)(5)
and 1334(b), which authorize the federal district court in which a bankruptcy case is pending to
hear claims “related to” a debtor’s bankruptcy case. Contemporaneously with that filing, the J&J
Removal Parties began filing notices of removal in state court actions in order to remove such
actions to federal court where they would be subject to transfer under the Venue Motion. On May
3, 2019, the J&J Removal Parties filed a motion in the Bankruptcy Court to extend the deadline to
file such notices of removal in state court actions [Docket No. 486]. On June 27, 2019, the
Bankruptcy Court granted the J&J Removal Parties’ request to extend the removal deadline
[Docket No. 755].
Numerous parties, including the Tort Claimants’ Committee, the FCR, and a myriad of
plaintiffs’ personal injury counsel around the country, filed oppositions in response to the J&J
Removal Parties’ Venue Motion in the District Court. 52 On July 19, 2019, the District Court
denied the J&J Removal Parties’ Venue Motion. 53 Upon entry of the order, the District Court
closed the civil case. 54
(3) J&J Motion to Modify the Automatic Stay
On March 27, 2020, J&J filed the Motion Pursuant to 11 U.S.C. § 362(d)(1), Fed. R. Bankr.
P. 4001, and Local Bankruptcy Rule 4001-1 for Entry of Order Modifying Automatic Stay to
51
Johnson & Johnson and Johnson & Johnson Consumer Inc.’s Motion to Fix Venue for Claims
Related to Imerys’s Bankruptcy Under 28 U.S.C. §§ 157(b)(5) and 1334(b), Civ. Action No. 19-mc-00103
(MN) (D. Del. 2019) [Docket No. 1].
52
See Civ. Action No. 19-mc-00103 (MN) (D. Del. 2019) [Docket Nos. 37, 45, 46, 48, 49, 50, 53,
55, 56, 57, and 58].
53
See Memorandum Opinion, Civ. Action No. 19-mc-00103 (MN) (D. Del. 2019) [Docket No. 96].
54
See Order, Civ. Action No. 19-mc-00103 (MN) (D. Del. 2019) [Docket No. 97].
42
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Permit J&J to Send Notice Assuming Defense of Certain Talc Claims and to Implement Talc
Litigation Protocol [Docket No. 1567] (the “J&J Stay Motion”). Pursuant to the J&J Stay
Motion, J&J sought to modify the automatic stay to (i) permit holders of certain J&J Talc Claims
to pursue those claims against the Debtors, (ii) permit J&J to send notices of assumption of the
defense of certain J&J Talc Claims, and (iii) take certain other actions set forth in a prior version
of the J&J Protocol (the “Initial J&J Protocol”) to assume the defense of and indemnify the
Debtors for certain J&J Talc Claims.
The Debtors, the Tort Claimants’ Committee, and the FCR each opposed the J&J Stay
Motion [Docket Nos. 1731, 1732, and 1734], and on May 28, 2020, J&J filed Johnson & Johnson’s
Omnibus Reply in Support of J&J’s Motion for Entry of Order Modifying Automatic Stay to
Implement Talc Litigation Protocol [Docket No. 1769] (the “J&J Reply”). In the J&J Reply, J&J
agreed to certain modifications to the Initial J&J Protocol in an attempt to partially resolve certain
deficiencies highlighted by the Debtors, the Tort Claimants’ Committee, and the FCR in their
objections to the J&J Stay Motion. On July 10, 2020, the Tort Claimants’ Committee and the FCR
filed the Joint Response of the Official Committee of Tort Claimants and Future Claimants’
Representative to Johnson & Johnson’s Omnibus Reply in Support of J&J’s Motion for Entry of
Order Modifying Automatic Stay to Implement Talc Litigation Protocol [Docket No. 1976]
(the “Committee’s Response”) and the Debtors filed the Debtors’ Response to the Joint Response
of the Official Committee of Tort Claimants and Future Claimants’ Representative to Johnson &
Johnson’s Omnibus Reply in Support of J&J’s Motion for Entry of Order Modifying Automatic
Stay to Implement Talc Litigation Protocol [Docket No. 1978]. Attached as Exhibit A to the
Committee’s Response was a revised proposed order seeking approval of certain revisions to the
Initial J&J Protocol, as amended by the J&J Reply (the “Revised Proposed J&J Order”).
J&J did not agree to the proposed revisions because J&J believed the revisions would
unfairly and unduly impact J&J’s rights and defenses. Instead, and in response to the Revised
Proposed J&J Order, J&J filed Johnson & Johnson’s Reply to (I) the Joint Response of the Official
Committee of Tort Claimants and Future Claimants’ Representative to Johnson & Johnson’s
Omnibus Reply in Support of Johnson & Johnson’s Motion for Entry of Order Modifying
Automatic Stay to Implement Talc Litigation Protocol and (II) the Debtors’ Response Thereto
[Docket No. 2181] on September 10, 2020. By contrast, the Plan Proponents believed that the
Revised Proposed J&J Order would have resolved the open issues with the Initial J&J Protocol
that would have otherwise had a substantial detrimental effect on the Debtors’ Estates, the Tort
Claimants’ Committee’s constituents, and those whose interests are represented by the FCR.
On September 22, 2020, the Bankruptcy Court compelled the J&J Stay Motion to go
forward after J&J unilaterally continued the hearing on the motion a number of times. Thereafter
– and despite a ruling against J&J at the hearing – J&J filed a further modified proposed order
granting the relief requested in the J&J Stay Motion [Docket No. 2247] (the “Revised J&J
Protocol”) in an attempt to address the Plan Proponents’ objections. However, the Revised J&J
Protocol still did not address key deficiencies identified by the Debtors, the Tort Claimants’
Committee, and the FCR.
Ultimately, the Bankruptcy Court determined that the relief requested by J&J in the J&J
Stay Motion, as revised pursuant to the Revised J&J Protocol, could not be approved, and, on
43
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September 25, 2020, the Bankruptcy Court entered the Order Denying Motion for Order Modifying
Automatic Stay [Docket No. 2253].
(c) Status of Insurance Assets
(1) Prepetition Claims Cost Receivables
Prior to and after the Petition Date, the North American Debtors (or their counsel and
vendors) sent regular billings to various insurers for reimbursement of costs and expenses paid by
the Debtors prior to the Petition Date on account of Talc Personal Injury Claims (“Prepetition
Claims Cost Receivables”). As of the date of this Disclosure Statement, the Debtors are in the
process of reconciling the amounts to be collected in respect of unpaid Prepetition Claims Cost
Receivables.
(2) Insurance Settlement Agreements and Coverage Disputes
The Bankruptcy Court approved two post-petition settlement agreements by and between
the North American Debtors and certain Talc Insurance Companies. These settlements, which are
described in Article V of this Disclosure Statement, provide for payments to certain of the North
American Debtors’ defense counsel and their vendors and experts (as applicable under the
respective agreements) for prepetition claims in the aggregate amount of $9,695,159.20.
Moreover, as discussed above and further discussed in Articles VI and VII of this Disclosure
Statement, the Plan incorporates the Rio Tinto/Zurich Settlement, which resolves all Talc Personal
Injury Claims against the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers, and the
Zurich Protected Parties, and provides for a full release of all Rio Tinto/Zurich Released Claims
against the Rio Tinto Protected Parties and the Zurich Protected Parties, in exchange for the Rio
Tinto/Zurich Contribution.
The North American Debtors are also party to coverage disputes with certain Talc
Insurance Companies and Cyprus, which are further described in Article V of this Disclosure
Statement. As discussed herein, these disputes may impact the North American Debtors’ ability
to utilize certain insurance proceeds, which will reduce the value of total assets available to holders
of Talc Personal Injury Claims. However, if effectuated, the Cyprus Settlement will resolve these
disputes with respect to Cyprus, and the Cyprus Protected Parties will assign any and all of their
rights to or in connection with the Cyprus Talc Insurance Policies to the Talc Personal Injury Trust,
subject to the occurrence of the Cyprus Trigger Date.
Furthermore, and as discussed in Section 5.9 of this Disclosure Statement, the Debtors are
participating in mediation with XL, the Chubb Insurers (as defined below), Truck (as defined
below), Old Republic (as defined below), AIC, and Allianz (as defined below) to resolve coverage
disputes.
Past experience indicates that certain insurers that entered into the Talc Insurance Policies
may still raise objections, contract issues, and otherwise dispute their obligation to pay claims in
the future. The North American Debtors are attempting to determine the existence, nature, and
scope of any such disputes and, if possible and as appropriate, resolve certain disputes before the
Effective Date through negotiation and/or litigation.
44
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4.3 Description of Non-Talc Liabilities of the Debtors
(a) Claims Filed Against or Scheduled By the North American Debtors
The North American Debtors believe that they were generally current on their known
prepetition trade payables as of the Petition Date. In addition, the North American Debtors are not
currently party to any secured financing arrangements (although, as discussed in Section 5.8 of
this Disclosure Statement, the Debtors have filed the DIP Motion and are seeking authority to
obtain the DIP Facility), and they do not have outstanding public debt.
As described in Article V of this Disclosure Statement, on July 25, 2019, the Bankruptcy
Court entered the General Bar Date Order (as defined below), establishing October 15, 2019 as
the General Bar Date (as defined below). The General Bar Date did not apply to “Talc Claims”
(as defined in the General Bar Date Order). On November 22, 2019, the Bankruptcy Court entered
an order establishing January 9, 2019 as the Indirect Talc Claim Bar Date (as defined below),
which solely applied to Indirect Talc Claims (as defined below).
The Non-Talc Claims filed against the North American Debtors include, without limitation,
(i) trade claims; (ii) employee/pension claims; (iii) intercompany claims (asserted by Non-Debtor
Affiliates); (iv) claims for professional fees that are not Fee Claims; (v) tax claims; (vi) insurance
claims; and (vii) surety bond claims. In addition, numerous Non-Talc Claims were included in the
North American Debtors’ Schedules (as defined below). The scheduled claims fall into categories,
including, but not limited to, contract claims, customer claims, trade claims, and intercompany
claims.
The Debtors continue to review and analyze the proofs of claim filed to date, and reconcile
these proofs of claim with the North American Debtors’ scheduled claims. To this end, the Debtors
or the Reorganized Debtors, as applicable, have filed and will file objections and seek stipulations
with respect to certain Claims. Moreover, certain parties may attempt to file additional Claims
notwithstanding the passage of the General Bar Date and the Indirect Talc Claim Bar Date and
seek allowance of such Claims by the Bankruptcy Court. In addition, certain existing Claims may
be amended to seek increased amounts. Accordingly, the Debtors do not presently know and
cannot reasonably determine the actual number and aggregate amount of the Claims that will
ultimately be Allowed against the North American Debtors.
(b) Claims Against and Equity Interests in ITI
As contemplated by the Plan, all holders of Equity Interests in and Claims against ITI other
than holders of Talc Personal Injury Claims and Non-Debtor Intercompany Claims will be
Unimpaired (in other words, unaffected) by ITI’s reorganization process. Generally, this means
that all holders of such Claims against ITI will be paid in full in the ordinary course of business or
otherwise permitted to pass through the reorganization process without their rights being affected.
Similarly, the rights of holders of Equity Interests in ITI will be left unaltered by the
implementation of the Plan.
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ARTICLE V.
EVENTS DURING THE CHAPTER 11 CASES
The following is a general description of the major events occurring during the course of
these Chapter 11 Cases. Because ITI has not filed for bankruptcy protection, the following
discussion and the use of the term “Debtors” does not apply to ITI.
5.1 Commencement of the Chapter 11 Cases and First Day Motions
The Debtors have continued to operate their businesses and manage their affairs as debtors-
in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code since the
commencement of the Chapter 11 Cases on February 13, 2019.
On the Petition Date, the Debtors filed a number of motions seeking typical “first-day”
relief in chapter 11 cases (the “First Day Motions”). The Debtors’ stated purpose of the First Day
Motions was to ensure that the Debtors were able to transition into the chapter 11 process and
maintain their operations in the ordinary course so as to function smoothly while their cases were
progressing.
The First Day Motions sought authority to: (i) pay prepetition wages and other benefits to
employees; (ii) pay prepetition insurance obligations and maintain post-petition insurance
coverage; (iii) pay prepetition claims of critical vendors, foreign vendors, and certain lienholders;
(iv) approve certain notice procedures for holders of Talc Personal Injury Claims; (v) authorize
ITC to act as foreign representative of the Debtors in any judicial or other proceeding in Canada;
(vi) pay prepetition taxes and fees; (vii) continue use of the existing cash management system and
bank accounts and waive the requirements of section 345 of the Bankruptcy Code; (viii) retain a
claims agent to assist in the Chapter 11 Cases; (ix) honor prepetition obligations to customers
under certain customer programs; (x) prohibit utility companies from altering or discontinuing
service on account of prepetition invoices (the “Utilities Motion”); and (xi) enforce the protections
of the automatic stay. A description of the First Day Motions is set forth in the First Day
Declaration.
On the Petition Date, the Bankruptcy Court entered an order jointly administering the
Debtors’ Chapter 11 Cases. The Debtors have not sought substantive consolidation of their
respective Estates and no substantive consolidation is sought in the Plan.
5.2 Commencement of Canadian Proceeding
The Chapter 11 Cases have been recognized in Canada in a proceeding commenced before
the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”) pursuant to the
Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (as amended, the “CCAA”).
Recognition of the Chapter 11 Cases was sought to provide for a stay of proceedings against the
Debtors, to keep Canadian creditors informed regarding the Chapter 11 Cases, and to seek to bind
Canadian creditors to orders issued in the Chapter 11 Cases for which recognition is sought in
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Canada. Recognition of the Chapter 11 Cases was sought and obtained from the Canadian Court
on February 20, 2019. 55
The orders issued by the Canadian Court on February 20, 2019, April 3, 2019, May 24,
2019, August 7, 2019, October 28, 2019, December 3, 2019, April 1, 2020, July 3, 2020, November
3, 2020, November 25, 2020, and January 26, 2021, among other things, (i) recognized the Chapter
11 Cases as “foreign main proceedings” under the CCAA; (ii) stayed all existing proceedings
against the Debtors in Canada; (iii) appointed Richter Advisory Group Inc. (“Richter”) as
information officer (the “Information Officer”) to report to the Canadian Court, creditors, and
other stakeholders in Canada on the status of the Chapter 11 Cases; (iv) recognized certain interim
and finals orders (as applicable) entered by the Bankruptcy Court permitting the Debtors to, among
other things, continue operating their respective businesses during the course of the Chapter 11
Cases, employ certain professionals, establish the General Bar Date and the Indirect Talc Claim
Bar Date, make payments pursuant to their key employee retention plan, implement bidding
procedures in connection with the Sale, designate Magris Resources (as defined below) as stalking
horse bidder and provide Magris Resources with bid protections, and sell their assets to Magris
Resources pursuant to section 363 of the Bankruptcy Code; (v) recognized certain orders entered
by the Bankruptcy Court approving the retention of the FCR and various professionals employed
by the Debtors, the Tort Claimants’ Committee, and the FCR; (vi) recognized the Bankruptcy
Court’s order approving the ITC Stipulation (as defined below); and (vii) discharged Richter from
its role as Information Officer and substituted Richter with KPMG Inc. as the new Information
Officer.
5.3 Appointment of the Tort Claimants’ Committee
On March 5, 2019, the Office of the United States Trustee appointed the Tort Claimants’
Committee in the Chapter 11 Cases, which is comprised of holders of Direct Talc Personal Injury
Claims. 56 The individuals comprising the Tort Claimants’ Committee are (listed with the law firm
representing each member): 57
Committee Member Law Firm / Attorney
Robin Alander The Lanier Law Firm

Nolan Zimmerman, as representative of
Levy Konigsberg LLP
the estate of Donna M. Arvelo
55
Initial Recognition Order (Foreign Main Proceeding), Ct. File No. CV-19-614614-00 CL (Can.
Ont. Sup. Ct. J. Feb. 20, 2019).
56
It came to the attention of the Tort Claimants’ Committee that each of Ms. Martz and Ms. Matteo
passed away in 2019 and 2020, respectively. On January 22, 2021, the Office of the United States Trustee
filed its Second Amended Notice of Appointment of Official Committee of Tort Claimants [Docket No.
2818]. In that notice, the Office of the United States Trustee replaced Ms. Martz with David A. Martz as
the representative of Ms. Martz’ estate. In that same notice, Ms. Matteo was replaced with Gregory W.
Vella as the representative of Ms. Matteo’s estate.
57
These same members will constitute the Talc Trust Advisory Committee as further described in
Section 9.8 of this Disclosure Statement.
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Committee Member Law Firm / Attorney
Christine Birch The Gori Law Firm
Bessie Dorsey-Davis Burns Charest LLP

Lloyd Fadem, as representative of the
Baron & Budd, P.C.
estate of Margaret Ferrell
Timothy R. Faltus, as representative of
OnderLaw, LLC
the estate of Shari C. Faltus
Beasley, Allen, Crow, Methvin, Portis
Deborah Giannecchini
& Miles, P.C.
Kayla Martinez Simon Greenstone Panatier, P.C.
David A. Martz, as representative of the
Ashcraft & Gerel, LLP
estate of Lynne Martz
Gregory W. Vella, as representative of
Cohen, Placitella & Roth, P.C.
the estate of Nicole Matteo
Charvette Monroe, as representative of
The Barnes Law Group, LLC
the estate of Margie Evans
Additional information pertaining to each member of the Tort Claimants’ Committee is as

follows:
• Robin Alander – Robin Alander of Sacramento, California was 49 when she was
diagnosed with cancer in 2007. Ms. Alander is a loving wife and mother to two
daughters who live nearby. She used J&J baby powder many years for feminine
hygiene. Ms. Alander sued J&J in 2015. Ms. Alander is represented in the
underlying tort litigation by the Lanier Law Firm.
• Nolan Zimmerman, as representative of the estate of Donna M. Arvelo – Nolan

Zimmerman is the personal representative for Donna Arvelo from New Jersey. Ms.
Arvelo was 67 when she was died of mesothelioma. She used J&J baby powder
for many years for feminine hygiene. Mrs. Arvelo and her estate are represented
in the underlying tort litigation by Levy Konigsberg.
• Christine Birch – Christine Birch of Oakland, California was only 46 years old
when she was diagnosed with malignant mesothelioma in 2018. Ms. Birch used
J&J baby powder for many years throughout both her childhood and as a young
adult for feminine hygiene. She sued J&J and one or more of the Debtors in 2018.
The Debtors filed bankruptcy before litigation was resolved. Ms. Birch is
represented in the underlying tort litigation by the Gori Law Firm.
• Bessie Dorsey-Davis – Bessie Dorsey-Davis of Carrollton, Texas was 55 when she

was diagnosed with ovarian cancer in 2007. Ms. Dorsey-Davis, now retired, was
formerly a business manager at IBM and is married with two grown children. She
used J&J baby powder for many years for feminine hygiene. Ms. Dorsey-Davis
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sued J&J and one or more of the Debtors in 2017 in the U.S. District Court for the
District of New Jersey and her case remains pending as part of the In re: Johnson
& Johnson Talcum Powder Products Marketing, Sales Practices, And Products
Liability Litigation MDL. Ms. Dorsey-Davis is represented in the underlying tort
litigation by Burns Charest LLP.
• Lloyd Fadem, as representative of the estate of Margaret Ferrell – In 2017, Lloyd

Fadem of Tusla, Oklahoma lost his wife, Margaret Ferrell to ovarian cancer. She
was only 53 years old when she died. She used J&J baby powder for decades. In
2016, while also fighting cancer, Ms. Ferrell filed suit against several defendants
including ITA seeking damages for her injuries. Mr. Fadam continues the fight for
his wife on his own behalf and in his capacity as personal representative of the
estate of Margaret Ferrell. Mr. Fadam and the estate of Margaret Ferrell are
represented in the underlying tort litigation by Baron & Budd, P.C.
• Timothy R. Faltus, as representative of the estate of Shari C. Faltus – Shari Faltus,

deceased, of Belleville, Illinois, was diagnosed with mesothelioma in 2013 when
she was 62 years old. Mrs. Faltus taught both elementary and high school aged
children for many years. She and her husband, Timothy Faltus, founded, owned
and operated a banquet center. She loved gardening, reading, and crafting. Ms.
Faltus died in 2016 at the age of 65, leaving behind her husband, two daughters and
two grandsons. She used J&J talc and talc-based baby powder for feminine hygiene
for over 30 years. Mr. Timothy Faltus filed suit on behalf of his wife, Shari Faltus,
against J&J and one or more of the Debtors in 2017. This case is still pending in
St. Clair County Circuit Court, Illinois. Mr. Faltus is represented in the underlying
tort litigation by OnderLaw, LLC.
• Deborah Giannecchini – Deborah Giannecchini of Modesto, California was 59

years old when she was diagnosed with Stage 4 ovarian cancer in 2012. Ms.
Giannecchini is a mother of 2 and grandmother of 5. She used J&J baby powder
and Shower To Shower for many years for feminine hygiene. Ms. Giannecchini
sued J&J and one or more of the Debtors. Mrs. Giannecchini is represented in the
underlying tort litigation by the Beasley, Allen, Crow, Methvin, Portis & Miles,
P.C.
• Kayla Martinez – Kayla Martinez, of Lone Oak, Texas was 27 when she was
diagnosed with malignant peritoneal mesothelioma in 2016. Ms. Martinez was
born with a hearing impairment and has used a cochlear implant as a hearing aid
most of her life. She was a student at the time of her diagnosis of a terminal and
incurable cancer, which, in the United States, is caused only by asbestos exposure.
Ms. Martinez is a single mother to her daughter, Ava. Ava was 2 years old when
Ms. Martinez was diagnosed. Because of her hearing impairment, Ms. Martinez
could not be left alone when she was growing up and was always in close proximity
to her mother, Kim Davis. Ms. Martinez was exposed to the Debtors’ talc through
use of and exposure to J&J baby powder and Avon talcum powder products. Ms.
Martinez’s mother regularly used J&J baby powder and Avon talcum powder on
herself, and on Ms. Martinez for many years beginning in 1989 and continuing
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through 2016. Ms. Martinez was also present for and exposed to talc supplied by
one or more of the Debtors from her mother’s application of Avon talcum prodder
products to herself. Ms. Martinez sued Avon, J&J, CAMC, and ITA, alleging
exposures to asbestos from the Debtors’ talc used by Avon and J&J baby powder
products. ITA filed for bankruptcy prior to a trial of Ms. Martinez’s tort claims.
Ms. Martinez is represented in the underlying tort litigation by Simon Greenstone
Panatier, P.C.
• David A. Martz, as representative of the estate of Lynne Martz – Lynne Martz of

Cape May, New Jersey was 67 years old when she was diagnosed with ovarian
cancer in 2016. Ms. Martz, a retired employee of J&J, was a devoted wife, mother,
and grandmother who enjoyed traveling and spending time with her family. She
used J&J baby powder and J&J Shower To Shower for decades for feminine
hygiene. In 2018, while still fighting her cancer, Ms. Martz filed a civil action
against J&J and ITA in New Jersey state court seeking damages for her injuries.
Sadly, after four years bravely fighting cancer, she passed away in December 2019.
Mr. David Martz was appointed as the executor of Ms. Martz estate and continues
the fight for his wife on his own behalf and in his capacity as the executor of her
estate. Mr. Martz and the estate of Lynne Martz are represented in the underlying
tort litigation by Ashcraft & Gerel, LLP.
• Gregory W. Vella, as representative of the estate of Nicole Matteo – Nicole “Nikki”

Matteo of Wall, New Jersey was 40 years old when she was diagnosed with ovarian
cancer in 2016. Unfortunately, in 2020, Ms. Matteo succumbed to her disease at
44. Ms. Matteo worked as an office administrator for several years at insurance
companies and law firms. Ms. Matteo was a passionate animal lover who owned
numerous dogs. She was a beloved daughter to her surviving parents and sister to
her sibling. She used J&J baby powder from her birth until 2016 for feminine
hygiene. Following her death, Gregory W. Vella, Esq. was appointed as her
executor. Mr. Vella and the estate of Ms. Matteo are represented in the underlying
tort litigation by Cohen, Placitella & Roth, P.C.
• Charvette Monroe, as representative of the estate of Margie Evans – Charvette

Monroe is the executor of the estate of Margie Evans. Margie Evans was a retired
elementary school teacher in Augusta, GA, and was diagnosed with high grade
epithelial ovarian cancer (serous subtype) in 2016. Ms. Evans used J&J baby
powder on a daily basis for 56 years. Ms. Monroe is litigating the estate’s claims
in Richmond County, Georgia. Ms. Monroe and the estate of Ms. Evans are
represented in the underlying tort litigation by the Barnes Law Group.
The Tort Claimants’ Committee retained Robinson & Cole LLP as lead counsel and
Willkie Farr & Gallagher LLP in the role of special litigation and corporate counsel. The Tort
Claimants’ Committee has also retained Gilbert LLP, as special insurance counsel, Analysis
Systems, Inc., as tort liability consultant, Ducera Partners LLC and Ducera Securities LLC
(together “Ducera”), as investment banker, and GlassRatner Advisory & Capital Group, LLC, as
financial advisor.
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The Tort Claimants’ Committee and the FCR collectively have fiduciary obligations to
represent the interests of holders of Direct Talc Personal Injury Claims and not holders of Indirect
Talc Personal Injury Claims or any other creditor. Though purported holders of Indirect Talc
Personal Injury Claims are not represented by an official committee in the Chapter 11 Cases, they
have appeared through sophisticated counsel and have been active throughout the Chapter 11
Cases.
5.4 Appointment of the Legal Representative for Future Claimants
On June 3, 2019, the Bankruptcy Court entered an order appointing Mr. James L. Patton,
Jr. as legal representative for future talc personal injury claimants in the Chapter 11 Cases. The
FCR has retained the law firm of Young Conaway, as counsel, Ankura, as claims evaluation and
financial valuation consultants, and, has co-retained with the Tort Claimants’ Committee, Gilbert
LLP as special insurance counsel and Ducera, as investment banker.
On June 18, 2019, certain of the Debtors’ insurers (the “Certain Excess Insurers”) 58
appealed Mr. Patton’s appointment as the FCR (the “FCR Appeal”). The FCR Appeal is pending
before the Delaware District Court in the cases styled as In re: Imerys Talc America, Inc., Civ. A.
Nos. 19-00944, 19-01120, 19-01121 and 19-01122 (MN) (D. Del.). On August 2, 2019, the
District Court entered an order approving a briefing schedule, which was subsequently amended
on August 22, 2019. 59 The Certain Excess Insurers’ opening brief was filed on October 16, 2019. 60
On December 16, 2019, the Debtors and the FCR filed their responsive briefs, which were joined
by the Tort Claimants’ Committee. 61 On December 20, 2019, the parties to the FCR Appeal met
and conferred regarding extending the Certain Excess Insurers’ time to file a reply brief. 62 On
58
The Certain Excess Insurers include: Columbia Casualty Company, Continental Casualty
Company, the Continental Insurance Company, as successor to CNA Casualty of California and as
successor in interest to certain insurance policies issued by Harbor Insurance Company, Lamorak Insurance
Company (formerly known as OneBeacon America Insurance Company), as successor to Employers’
Surplus Lines Insurance Company, Stonewall Insurance Company (now known as Berkshire Hathaway
Specialty Insurance Company), and National Union, to the extent that they issued policies to Cyprus Mines
Corporate prior to 1981. In certain instances Lexington Insurance Company and National Union are not
included as Certain Excess Insurers.
59
Order Adopting Report and Recommendations, Civ. A. No. 19-00944 (D. Del. August 2, 2019)
[Docket No. 11].
60
Appellants’ Certain Excess Insurers’ Opening Brief on Appeal From a Bankruptcy Court Order
Appointing James Patton of Young Conaway as Future Claimants’ Representative, Civ. A. No. 19-00944
(D. Del. Oct. 16, 2019) [Docket No. 14].
61
Brief of Appellees Imerys Talc America, Inc., Imerys Talc Vermont, Inc., and Imerys Talc Canada,
Inc. [Docket No. 22]; Joinder and Response Brief of Appellee James L. Patton, Jr. in His Capacity as the
Future Claimants’ Representative [Docket No. 24]; Joinder of the Official Committee of Tort Claimants in
the Briefs Filed By Each of: (I) Appellees Imerys Talc America, Inc., Imerys Talc Vermont, Inc., and Imerys
Talc Canada, Inc.; and (II) Appellee James L. Patton Jr., in His Capacity as the Future Claimants’
Representative [Docket No. 25], Civ. A. No. 19-00944 (D. Del. Dec. 16, 2019).
62
Appellants’ Certain Excess Insurers’ Reply Brief on Appeal From a Bankruptcy Court Order
Appointing James Patton of Young Conaway as Future Claimants’ Representative, Civ. A. No. 19-00944
(D. Del. Feb. 14, 2019) [Docket No. 29].
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January 7, 2020, the District Court approved a stipulation extending the Certain Excess Insurers’
time to file a reply brief, and on February 14, 2020, the Certain Excess Insurers filed their reply
brief [Docket No. 29].
On November 24, 2020, the District Court issued an opinion 63 and entered an order 64
(i) affirming the Bankruptcy Court’s appointment of Mr. Patton as the FCR, (ii) denying a motion
compelling the Debtors to respond to certain discovery requests, and (iii) affirming the Bankruptcy
Court’s order authorizing the FCR to retain Young Conaway as his counsel. On December 8,
2020, the Certain Excess Insurers filed a Notice of Appeal indicating their intent to appeal the
District Court FCR Order to the United States Court of Appeals for the Third Circuit. 65
To the extent the FCR Appeal is successful or a court exercising proper appellate review
finds that Mr. Patton’s appointment in the Chapter 11 Cases as the FCR was inappropriate,
important provisions and mechanisms in the Plan may be found to be unenforceable, including the
Channeling Injunction as to Talc Personal Injury Demands.
5.5 Other Plaintiffs Groups
On November 2, 2020, the Debtors filed the Debtors’ Motion to Compel Compliance with
Rule 2019 of the Federal Rules of Bankruptcy Procedure [Docket No. 2457] (the “2019 Motion”)
in order to compel certain law firms to comply with Bankruptcy Rule 2019. The following law
firms were identified in the 2019 Motion:
• On June 8, 2020, the law firms of Brown Rudnick LLP and Morris James LLP
entered an appearance on behalf of the self-titled Ad Hoc Committee of Imerys
Talc Litigation Plaintiffs (the “Ad Hoc Claimants Committee”), which is
comprised of clients represented by the Morelli Law Firm and the Segal Law
Firm. 66
• On June 17, 2020, the law firm of Shelsby & Leoni (US) entered an appearance as
counsel for Kline & Specter, PC (“Kline & Specter”), which in turn purports to
represent certain holders of Talc Personal Injury Claims. 67
63
Memorandum Opinion, Civ. A. No. 19-00944 (D. Del. November 24, 2020) [Docket No. 32].
64
Order, Civ. A. No. 19-00944 (D. Del. November 24, 2020) [Docket No. 33] (the “District Court
FCR Order”).
65
Notice of Appeal to the United States Court of Appeals for the Third Circuit, Civ. A. No. 19-00944
(D. Del. November 24, 2020) [Docket No. 34].
66
See Notice of Appearance and Request for Service of Notices and Documents [Docket No. 1809].
67
See Amended Notice of Appearance and Demand for Service of Papers [Docket No. 1896] and
Objection and Joinder of the Kline & Specter Plaintiffs in Opposition to the Motion of Debtors for Entry of
Order (I) Approving the Disclosure Statement and Form and Manner of Notice of Hearing Thereon,
(II) Establishing Solicitation Procedures, (III) Approving Form and Manner of Notice to Attorneys and
Certified Plan Solicitation Directive, (IV) Approving Form of Ballots, (V) Approving Form, Manner, and
52
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• On October 26, 2020, the law firm of Arnold & Itkin LLP (“Arnold & Itkin”)
entered an appearance on behalf of certain talc personal injury claimants
represented by Arnold & Itkin. 68 Arnold & Itkin is represented by Pachulski Stang
Ziehl & Jones LLP.
• On October 27, 2020, Williams Hart Boundas Easterby, LLP (“Williams Hart”)
filed an objection and joinder in the Chapter 11 Cases to the Disclosure Statement
on behalf of certain personal injury claimants [Docket No. 2423]. 69
Subsequent to the filing of the 2019 Motion, verified statements pursuant to Bankruptcy
Rule 2019 were filed by (i) Arnold & Itkin, representing holders of Talc Personal Injury Claims
on whose behalf Arnold & Itkin has filed proofs of claim against the Debtors [Docket No. 2505];
(ii) Williams Hart, representing certain personal injury claimants against the Debtors [Docket No.
2521]; (iii) the Ad Hoc Claimants Committee, which is comprised of clients of the Morelli Law
Firm and the Segal Law Firm [Docket No. 2525]; and (iv) Kline & Specter, which represents
holders of Talc Personal Injury Claims on whose behalf Kline & Specter has filed proofs of claim
in the Chapter 11 Cases [Docket No. 2746]. The Ad Hoc Claimants Committee filed an amended
verified statement pursuant to Bankruptcy Rule 2019 on January 12, 2021 [Docket No. 2755].
5.6 Retention of Debtors’ Professionals
The Debtors retained (i) Latham, as the Debtors’ bankruptcy co-counsel; (ii) Richards,
Layton & Finger, P.A., as the Debtors’ bankruptcy co-counsel; (iii) Stikeman Elliott LLP, as
Canadian counsel to the Debtors; (iv) Alvarez & Marsal North America, LLC, as financial advisor
to the Debtors; (v) NGE, as special insurance coverage and indemnification counsel to the Debtors;
(vi) KCIC, LLC, as insurance and valuation consultant to the Debtors; (vii) Prime Clerk LLC, as
claims and noticing agent and administrative advisor; (viii) PJT Partners LP (“PJT”), as the
Debtors’ investment banker; and (ix) Ramboll US Corporation, as environmental advisor to the
Debtors. The Bankruptcy Court has also authorized the Debtors to engage other law firms and
professionals in the ordinary course of business.
5.7 Administrative Matters in the Chapter 11 Cases
(a) Exclusive Periods for the Debtors to Propose and Solicit Plan Acceptance
Prior to the Fourth Exclusivity Motion (as defined below), Debtors sought and obtained
three unopposed extensions of the periods during which they may exclusively propose and solicit
acceptances of a chapter 11 plan beyond the initial 120-day and 180-day periods for plan proposal
and solicitation set forth in section 1121 of the Bankruptcy Code. The first order was entered on
Scope of Confirmation Notices, (VI) Establishing Certain Deadlines in Connection with Approval of
Disclosure Statement and Confirmation of Plan, and (VII) Granting Related Relief [Docket No. 1872].
68
See Notice of Appearance and Request for Service Pursuant to Fed. R. Bankr. P. 2002 [Docket No.
2404].
69
See Objection and Joinder of William Hart Plaintiffs in Opposition to the Debtors’ Solicitation
Motion and Disclosure Statement for Third Amended Joint Chapter 11 Plan of Reorganization of Imerys
Talc America, Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No. 2423].
53
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June 25, 2019 [Docket No. 744], the second order was entered on September 18, 2019 [Docket
No. 1051], and the third order was entered on December 26, 2019 [Docket No. 1371].
On March 6, 2020, the Debtors filed a fourth motion to extend the period during which
they may exclusively propose a plan of reorganization and the solicitation period for acceptances
of such plan [Docket No. 1534] (the “Fourth Exclusivity Motion”). On March 20, 2020, J&J
filed an objection to the Fourth Exclusivity Motion [Docket No. 1563], which J&J subsequently
withdrew on May 1, 2020 [Docket No. 1689]. On May 5, 2020, the Bankruptcy Court entered an
order granting the relief requested in the Fourth Exclusivity Motion, extending the period during
which the Debtors may propose a plan of reorganization through and including June 5, 2020, and
extending the solicitation period for acceptances of such a plan through and including August 7,
2020 [Docket No. 1694].
On June 2, 2020, the Debtors filed a fifth motion to extend the period during which they
may exclusively propose a plan of reorganization and the solicitation period for acceptance of such
plan [Docket No. 1794] (the “Fifth Exclusivity Motion”). This motion sought to extend the
exclusive periods to (i) propose a plan to August 13, 2020 and (ii) solicit votes thereon to October
13, 2020. On June 26, 2020, the Bankruptcy Court entered an order granting the relief requested
in the Fifth Exclusivity Motion [Docket No. 1942]. The Debtors’ exclusive period to propose a
plan expired by statutory operation on August 13, 2020.
(b) Assumption of Unexpired Leases
The Debtors sought and obtained an unopposed extension of the period within which they
were required to assume or reject unexpired leases of non-residential real property beyond the
initial statutory 120-day period through and including September 11, 2019 [Docket No. 687]. On
August 7, 2019, the Debtors filed a motion to assume certain unexpired leases of non-residential
real property [Docket No. 931]. The Bankruptcy Court entered an order approving the assumption
of these unexpired leases of non-residential real property on August 16, 2019 [Docket No. 974]
and the unexpired leases were deemed to be assumed by the Debtors as of September 10, 2019.
(c) Extension of Period to Remove Claims
The Debtors have sought and obtained six unopposed extensions of the deadline by which
they may file notices of removal under Bankruptcy Rules 9006(b) and 9027(a). The first order
was entered on March 19, 2019 [Docket No. 254], the second order was entered on September 18,
2019 [Docket No. 1050], the third order was entered on January 22, 2020 [Docket No. 1447], the
fourth order was entered on June 1, 2020 [Docket No. 1784], the fifth order was entered on
September 21, 2020 [Docket No. 2229], and the sixth order was entered on January 8, 2021
[Docket No. 2734] extending the deadline by which the Debtors may remove civil actions through
and including April 29, 2021.
(d) Filing of Schedules of Assets and Liabilities and Statements of Financial Affairs
On March 19, 2019, the Bankruptcy Court entered an order extending the deadline by
which the Debtors must file their Schedules with the Bankruptcy Court [Docket No. 253]. In
accordance with that order and pursuant to Bankruptcy Rule 1007 and Rule 1007-1(b) of the Local
Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District
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of Delaware (the “Local Rules”), the Debtors filed their Schedules on April 12, 2019 [Docket
Nos. 362, 363, 365, 366, 367, and 368] and filed certain amendments to the Schedules on May 20,
2019 [Docket Nos. 577, 578, and 579]. The Schedules provide summaries of the assets held by
each of the Debtors as of the Petition Date, as well as a listing of the secured, unsecured priority,
and unsecured non-priority claims pending against each of the Debtors during the period prior to
the Petition Date, based upon the Debtors’ books and records. The Schedules also provide
information concerning the Debtors’ financial affairs during the period prior to the Petition Date.
A description of the scheduled liabilities is provided in Article IV of this Disclosure Statement.
In addition, on (i) July 8, 2019 the Debtors filed the Debtors’ First Notice of Claims
Satisfied in Full [Docket No. 781], (ii) February 28, 2020 the Debtors filed the Debtors’ Second
Notice of Claims Satisfied in Full [Docket No. 1510], (iii) May 29, 2020 the Debtors filed the
Debtors’ Third Notice of Claims Satisfied in Full or in Part [Docket No. 1779], and (iv) July 27,
2020 the Debtors filed the Debtors’ Fourth Notice of Claims Satisfied in Full or in Part [Docket
No. 2035], pursuant to which the Debtors identified certain scheduled Claims that have been
satisfied by the Debtors in full or in part after the Petition Date in accordance with the relief
requested in various of the First Day Motions. All scheduled Claims identified as “satisfied” were
designated as such on the register of claims maintained by the Claims Agent.
(e) Establishment of Bar Dates
The Bankruptcy Court entered an order on July 25, 2019 [Docket No. 881] (the “General
Bar Date Order”) establishing October 15, 2019 as the last date by which claimants could assert
any Claims against the Debtors (the “General Bar Date”), other than “Talc Claims” 70 and certain
70
As used in the General Bar Date Order, the term “Talc Claim” means any claim (as defined in
section 101(5) of the Bankruptcy Code) and any future claims or Demands (as that term is defined in section
524(g) of the Bankruptcy Code), whether known or unknown, including with respect to bodily injury, death,
sickness, disease, emotional distress, fear of cancer, medical monitoring or other personal injuries (whether
physical, emotional or otherwise), for which the Debtors are alleged to be liable, directly or indirectly,
arising out of or relating to the presence of or exposure to talc or talc-containing products, including, without
limitation: (a) any products previously manufactured, sold and/or distributed by any predecessors to the
Debtors; (b) any materials present at any premises owned, leased, occupied or operated by any entity for
whose products, acts, omissions, business or operations the Debtors have, or are alleged to have, liability;
or (c) any talc alleged to contain asbestos or other contaminates. Talc Claims include all such claims,
whether: (a) in tort, contract, warranty, restitution, conspiracy, contribution, indemnity, guarantee,
subrogation or any other theory of law, equity or admiralty; (b) seeking compensatory, special, economic,
non-economic, punitive, exemplary, administrative or any other costs or damages; or (c) seeking any legal,
equitable or other relief of any kind whatsoever, including, for the avoidance of doubt, any such claims
assertable against one or more Debtors by Cyprus Mines Corporation, Cyprus Amax Minerals Company,
and/or any of their affiliates in these Chapter 11 Cases. Talc Claims also include any such claims that have
been resolved or are subject to resolution pursuant to any agreement, or any such claims that are based on
a judgment or verdict. Talc Claims do not include (a) any claim of an insurer with respect to amounts
allegedly due under any insurance policies, including policies that might have provided coverage for Talc
Claims, or (b) any claim by any present or former employee of a predecessor or affiliate (as defined in
section 101(2) of the Bankruptcy Code) of the Debtors for benefits under a policy of workers’ compensation
insurance or for benefits under any state or federal workers’ compensation statute or other statute providing
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other Claims explicitly excluded in the General Bar Date Order. The General Bar Date Order also
set bar dates for any Claims resulting from any future rejections by the Debtors of executory
contracts and unexpired leases.
On November 22, 2019, the Bankruptcy Court entered an order [Docket No. 1260]
(the “Indirect Talc Claim Bar Date Order”) establishing January 9, 2019 (the “Indirect Talc
Claim Bar Date”) as the last date by which claimants could assert any “Indirect Talc Claims.” 71
The Indirect Talc Claim Bar Date Order does not apply to holders of Talc Claims, other than
holders of Indirect Talc Claims.
(f) Claims Objections and Claim Classification
On February 28, 2020, the Debtors filed the Debtors’ First Omnibus (Non-Substantive)
Objection to Amended Claims and Duplicative Claims [Docket No. 1509] (the “First Claim
Objection”), pursuant to which the Debtors sought to disallow, expunge, and/or modify certain
amended or duplicative claims. Certain objections in the First Claim Objection were withdrawn
on March 26, 2020 [Docket No. 1579]. An order granting the relief sought in the First Claim
Objection was entered by the Bankruptcy Court on April 8, 2020 [Docket No. 1611].
On May 29, 2020, the Debtors filed the Debtors’ Second Omnibus (Substantive) Objection
to Certain No Liability Claims and Overstated State Claims [Docket No. 1777] (the “Second
Claim Objection”) and Debtors’ Third Omnibus (Non-Substantive) Objection to Amended Claims
[Docket No. 1778] (the “Third Claim Objection”). Pursuant to the Second Claim Objection, the
Debtors sought to disallow and/or modify certain no liability and overstated claims. Pursuant to
the Third Claim Objection, the Debtors sought to disallow, expunge, and/or modify certain
amended claims. Orders granting the relief sought in the Second Claim Objection and the Third
Claim Objection were entered on June 26, 2020 [Docket Nos. 1943 and 1944].
On July 27, 2020, the Debtors filed the Debtors’ Fourth Omnibus (Substantive) Objection
to Certain No Liability Claims, Substantive Duplicate Claims, Reclassified Claim, and Overstated,
compensation to an employee from an employer. For the avoidance of doubt, the definition equally applied
to foreign creditors.
71
As used in the Indirect Talc Claim Bar Date Order, an “Indirect Talc Claim” is any Talc Claim of
any corporation (as defined in section 101(9) of the Bankruptcy Code), co-defendant of a Debtor, or
predecessor of a Debtor (each, a “Claimant”) for contribution, reimbursement, subrogation, or indemnity,
whether contractual or implied by law (as those terms are defined by applicable non-bankruptcy law of the
relevant jurisdiction), and any other derivative Talc Claim of a Claimant, whether in the nature of or
sounding in contract, tort, warranty, or other theory of law. For the avoidance of doubt, an Indirect Talc
Claim shall not include any claim for or otherwise relating to death, injury, or damages caused by talc or a
product or material containing talc that is asserted by or on behalf of any injured individual, the estate, legal
counsel, relative, assignee, or other representative of any injured individual, or an individual who claims
injury or damages as a result of the injury or death of another individual regardless of whether such claim
is seeking compensatory, special, economic, non-economic, punitive, exemplary, administrative, or any
other costs or damages, or any legal, equitable or other relief whatsoever, including pursuant to a settlement,
judgment, or verdict. By way of illustration and not limitation, an Indirect Talc Claim shall not include any
claim for loss of consortium, loss of companionship, services and society, or wrongful death.
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Reclassified Claim [Docket No. 2023] (the “Fourth Claim Objection”) and Debtors’ Fifth
Omnibus (Substantive) Objection to Certain Satisfied Claims, Substantive Duplicate Claims, and
Partially Satisfied Claim [Docket No. 2034] (the “Fifth Claim Objection”). Pursuant to the
Fourth Claim Objection, the Debtors sought to disallow and/or modify certain no liability claims,
substantive duplicative claims, a reclassified claim, and an overstated and reclassified claim.
Pursuant to the Fifth Claim Objection, the Debtors sought to disallow and/or modify certain
satisfied claims, substantive duplicative claims, and a partially satisfied claim. Orders granting
the relief sought in the Fourth Claim Objection and the Fifth Claim Objection were entered on
September 4, 2020 [Docket Nos. 2161 and 2162].
On November 16, 2020, the Debtors filed the Debtors’ Sixth Omnibus (Substantive)
Objection to Certain Satisfied Claims, Substantive Duplicate Claims, and Partially Satisfied
Claims [Docket No. 2533] (the “Sixth Claim Objection”). Pursuant to the Sixth Claim Objection,
the Debtors sought to disallow and/or modify certain satisfied claims, substantive duplicative
claims, and partially satisfied claims. An order granting the relief sought in the Sixth Claim
Objection was entered on December 15, 2020 [Docket No. 2637].
On January 11, 2021, the Debtors filed the Debtors’ Seventh Omnibus (Non-Substantive)
Objection to Amended Claims [Docket No. 2747] (the “Seventh Claim Objection”). Pursuant to
the Seventh Claim Objection, the Debtors sought to disallow or expunge certain amended claims.
The Seventh Claim Objection has been scheduled for hearing on February 10, 2021.
On May 29, 2020, the Debtors also filed the Motion of the Debtors for an Order Confirming
Classification of Certain Claims Filed in the Chapter 11 Cases as Talc Personal Injury Claims
and Expunging Such Claims from the Claims Register [Docket No. 1776] (the “Classification
Motion”), pursuant to which the Debtors sought (i) confirmation of the classification of certain
claims filed in the Chapter 11 Cases identified on Schedule 1 to the Classification Motion as Talc
Personal Injury Claims under the Plan and (ii) authorization to expunge such Filed Talc Claims
(as defined in the Classification Motion) from the Claims Register upon the Effective Date of the
Plan. Prior to the objection deadline, numerous parties, including holders of Filed Talc Claims,
filed objections to the Classification Motion. It is expected that the Classification Motion will be
heard on or prior to the Confirmation Hearing.
(g) ITC Stipulation
Over the course of the Chapter 11 Cases, the Debtors have incurred and continue to incur
professional fees and expenses related to the administration of the Chapter 11 Cases, including the
fees and expenses of professionals retained by the Tort Claimants’ Committee and the FCR. For
purposes of administrative convenience only, ITA, on behalf of itself and the other Debtors, has
paid, and continues to pay these professional fees as they become due. ITA has asserted certain
claims and rights to reimbursement as against its co-debtor, ITC, on account of administrative
expenses incurred by the Debtors’ estates.
On March 26, 2020, the Bankruptcy Court approved a stipulation (the “ITC Stipulation”)
among ITA, ITC, and the Information Officer [Docket No. 1578]. Pursuant to the ITC Stipulation,
ITA, ITC, and the Information Officer agreed to the following: (i) ITC shall pay ITA the sum of
$3,450,000 (USD) as an initial payment on account of administrative expenses paid by ITA
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through February 28, 2020 and (ii) upon request from ITA, to the extent that ITC holds sufficient
funds and with the consent of the Information Officer, ITC is authorized and directed to pay ITA
on a periodic basis for (a) 33.33% of the fees incurred by professionals retained by the FCR and
(b) 26.5% of fees incurred by professionals retained by the Tort Claimants’ Committee by ITA
after February 28, 2020. Pursuant to the stipulation, on account of these payments ITC has been
granted claims with superpriority administrative expense status against ITA; provided that in the
event the proposed Plan is confirmed, such superpriority claims shall be deemed satisfied in full
without any payment required from ITA. Under the ITC Stipulation, ITA, ITC and the Information
Officer have reserved all rights as to ITC’s obligations to reimburse ITA on account of its payment
of administrative expense claims.
5.8 Debtor-In-Possession Financing
As a result of the length of the Chapter 11 Cases and certain operational setbacks resulting
from the COVID-19 pandemic, the Debtors face liquidity constraints. Consequently, the Debtors
filed the Motion of the Debtors for Entry of an Order (I) Authorizing the Debtors to Obtain
Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims,
(III) Modifying the Automatic Stay, and (IV) Granting Related Relief [Docket No. 2459] (the “DIP
Motion”), pursuant to which the Debtors sought authority to obtain the DIP Facility in order to
fund operations and administrative expenses.
After the DIP Hearing, the Bankruptcy Court declined to grant the relief sought in the DIP
Motion given the Bankruptcy Court’s concerns regarding specific terms of the DIP Loan
Documents and the necessity of the proposed DIP Facility in light of the expected proceeds from
the Sale.
Since the Hearing, the Plan Proponents have worked collaboratively to revise the terms
and structure of the DIP Facility to address the Bankruptcy Court’s comments and resolve the
Bankruptcy Court’s concerns. As revised, the DIP Facility would be available to the Debtors to
fund operations and administrative expenses, as needed, to bridge to the closing of the Sale.
If needed, (i) the proposed DIP Facility will serve as interim financing to fund the Debtors’
operations and the costs of the Chapter 11 Cases prior to the closing of the Sale and (ii) the
proceeds of the Sale will fund the administrative expenses and costs of the Chapter 11 Cases and
any reserves required pursuant to any confirmed plan of reorganization following the closing of
the Sale, subject to Imerys S.A.’s agreement under the terms of the Imerys Settlement to fund the
Contingent Contribution up to $15 million on the Effective Date. It is anticipated that the full
amount of the Contingent Contribution will be used during the pendency of the Chapter 11 Cases
or on the Effective Date of the Plan to, among other things: (i) pay working capital and general
corporate expenses of the Debtors, and (ii) pay, or fund reserves with respect to, fees, costs, and
expenses incurred in connection with the administration and prosecution of the Chapter 11 Cases.
Any and all amounts payable under the DIP Facility will be paid in full consistent with the
DIP Loan Documents and the DIP Order. Specifically:
• If the Sale does not close before the Effective Date and the Plan is confirmed on or
before June 25, 2021, then the principal amount of the DIP Loans shall first be
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applied as a dollar-for-dollar reduction of the amount of the Contingent

Contribution required to be contributed by Imerys S.A. to the Debtors or the
Reorganized Debtors (in an amount not to exceed $15 million). The reaming
outstanding amount of the DIP Loans shall be applied as a dollar-for-dollar
reduction of the $75 million in Cash that is part of the Imerys Settlements Funds.
All other obligations and interest will be discharged in full and terminated.
• If the Sale closes prior to the Effective Date, the Debtors shall prepay the aggregate
principal amount of the DIP Loans in full using the Sale Proceeds. To the extent
the DIP Loans are prepaid with Sale Proceeds, the amount of the Contingent
Contribution required to be contributed by Imerys S.A. to the Debtors pursuant to
the Plan shall be the lesser of (i) $15 million and (ii) fifty percent (50%) of the sum
of (A) any administrative expenses paid with the proceeds of the DIP Loans prior
to such prepayment plus (B) any administrative expenses from the Sale Closing
Date through the Effective Date plus (C) any amounts necessary to fund all
reserves, costs, or expenses required in connection with the Debtors’ emergence
from bankruptcy. All other obligations and interest will be discharged in full and
terminated. No adjustments shall be made to the Sale Proceeds, including with
respect to the calculation of the contingent purchase price enhancement to be
contributed by Imerys S.A. as described in Section 6.4(b) of this Disclosure
Statement and set forth in Section 1.1.124 of the Plan, in connection with any
administrative expenses incurred by the Debtors and paid out of such Sale Proceeds
following the closing of the Sale. 72
• If the Plan is confirmed after June 25, 2021, the accrued interest under the DIP
Facility will be required to be paid in cash on the earliest (i) the Commitment
Termination Date (as defined in the DIP Loan Documents), (2) the date on which
the entire principal amount of the DIP Loans become due and payable pursuant to
the terms of the DIP Agreement, or (3) the date of payment in full of the DIP Loans,
subject to terms of the DIP Loan Documents.
The Debtors believe that the DIP Facility is in the best interests of the Estates because it
will provide the Debtors with any additional liquidity they may need to get through Confirmation
of the Plan. The treatment of the DIP is further described in the Plan and the DIP Motion.
5.9 Litigation, Adversary Proceeding, Coverage Disputes, and Mediation
(a) The Cyprus Insurance Adversary Proceeding
On March 7, 2019, the Debtors initiated an adversary proceeding against Cyprus, captioned
Imerys Talc America, Inc., et al. v. Cyprus Amax Minerals Company and Cyprus Mines
Corporation, Adv. Pro. No. 19-50115 [Adv. Pro. Docket No. 1] (the “Cyprus Insurance
Adversary Proceeding”). The issue to be decided in the Cyprus Insurance Adversary Proceeding
is whether, after Cyprus Mines sold and transferred its talc business in 1992, Cyprus retained any
72.
The Plan Proponents further agree that in the event the Sale to Magris Resources closes for the
amount set forth in the Sale Order, no purchase price enhancement will be payable by Imerys S.A.
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right to the proceeds of, or any right to assert claims under, the Cyprus Talc Insurance Policies for
lawsuits alleging injuries resulting from exposure to talc or products containing talc mined,
distributed, sold and/or supplied by Cyprus Mines prior to June 5, 1992. Ultimately, the Debtors
are seeking a declaration that Cyprus no longer has any right to the proceeds of, or to pursue claims
under, the Cyprus Talc Insurance Policies with respect to talc-related lawsuits.
The Debtors’ property rights in the proceeds of the Cyprus Talc Insurance Policies stem
from that certain Agreement of Transfer and Assumption (as amended the “ATA”), dated June 5,
1992, by and between Cyprus Mines and CTC. Cyprus Mines’ talc-related liabilities (subject to
certain exceptions) were transferred to CTC, which is now Debtor ITA. The Debtors contend that
pursuant to the ATA, Cyprus Mines sold, transferred, and assigned all of its interest in assets,
properties, and rights of every type relating to Cyprus Mines’ talc business to CTC, which included
all rights to seek the proceeds of, and pursue claims under, the Cyprus Talc Insurance Policies. 73
Prior to the initiation of the Cyprus Insurance Adversary Proceeding, on February 28, 2019,
Cyprus filed the Emergency Motion for (i) Interim and Final Orders Granting Relief from the
Automatic Stay under Bankruptcy Code § 362(d) to Use Insurance Coverage under Cyprus
Historical Policies or, in the Alternative, (ii) Adequate Protection Under Bankruptcy Code §§ 361
and 363(e) [Docket No. 104]. Following hearings on the motion and briefs filed by the Debtors
and other parties in interest, Cyprus and the Debtors agreed to limited stay relief during the
pendency of the Cyprus Insurance Adversary Proceeding. On March 26, 2019, the Bankruptcy
Court entered an order permitting Cyprus to use the Cyprus Talc Insurance Policies to defend and
indemnify Cyprus in certain asbestos-related lawsuits in which any Cyprus entity is a defendant,
and to tender any new asbestos-related lawsuits to insurers under the Cyprus Talc Insurance
Policies [Docket No. 309]. The Debtors reserved their rights to assert claims against Cyprus, and
any Cyprus-related entity that obtained the benefit of the Cyprus Talc Insurance Policies during
the pendency of the Cyprus Insurance Adversary Proceeding.
Discovery in the Cyprus Insurance Adversary Proceeding was completed in January 2020,
and the Cyprus Insurance Adversary Proceeding was scheduled to go to trial on March 25 and
March 27, 2020. However, in February 2020, prior to filing summary judgment and opening trial
briefs, the parties to the Cyprus Insurance Adversary Proceeding agreed to stay the Cyprus
Insurance Adversary Proceeding and to engage in mediation.
The Cyprus Insurance Adversary Proceeding has remained stayed since February 2020.
Pursuant to the Third Amended Scheduling Order and Order Appointing Mediator [Adv. Pro.
Docket No. 183] (the “Scheduling Order”), during this period, the parties agreed that they could
73
Leading up to the ATA, Cyprus Mines and its subsidiaries acquired the stock or assets of other talc
companies. In 1989, Cyprus Mines purchased 100% of the stock of Windsor from J&J. In 1992, pursuant
to the ATA, Cyprus Mines and its affiliates transferred such stock and substantially all of the other assets
in their then existing talc business to a newly formed subsidiary, CTC, resulting in Windsor becoming a
wholly owned subsidiary of CTC. Contemporaneously with the consummation of the ATA, RTZ America,
Inc. (later known as Rio Tinto) purchased 100% of the stock of CTC from Cyprus Mines pursuant to that
certain Stock Purchase Agreement dated June 5, 1992, by and between RTZ America, Inc., Cyprus Mines,
and Cyprus Minerals Company. CTC subsequently changed its name to Luzenac America, which is now
Debtor ITA.
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continue to discuss and address with the Bankruptcy Court, among other things, (i) certain
documents produced by Cyprus to which the Debtors objected, (ii) re-opening certain depositions
to address newly produced documents, and (iii) the stipulation of facts between the parties. To the
extent the mediation was not successful, the Scheduling Order also provided that Cyprus and the
Debtors would work together to negotiate and file with the Bankruptcy Court an amended
scheduling order.
The parties held an initial mediation session before mediator Lawrence W. Pollack on
March 3, 2020, and have continued to engage in mediation, culminating in the Cyprus Settlement
(the “Cyprus Mediation”).
Pursuant to the Cyprus Settlement, on and after December 22, 2020, the Debtors will stay
and cease prosecuting the Cyprus Insurance Adversary Proceeding, and subject to the occurrence
of the Cyprus Trigger Date, the Debtors will dismiss the Cyprus Insurance Adversary Proceeding.
However, in the event the Cyprus Trigger Date does not occur, the Debtors shall be entitled to
continue to prosecute the Cyprus Insurance Adversary Proceeding. 74
(b) The Cyprus Indemnity Adversary Proceeding
On June 15, 2020, Cyprus initiated an adversary proceeding against ITA, ITV, Johnson &
Johnson, and Johnson & Johnson Consumer Inc. (collectively, the “Indemnity Proceeding
Defendants”), captioned Cyprus Mines Corporate and Cyprus Amax Minerals Company v. Imerys
Talc America, Inc., Imerys Talc Vermont, Inc., Johnson & Johnson and Johnson & Johnson
Consumer Inc., Adv. Pro. No. 20-50626 [Adv. Pro. Docket No. 1] (the “Cyprus Indemnity
Adversary Proceeding”). The issue to be decided in the Cyprus Indemnity Adversary Proceeding
is whether Cyprus has any indemnity rights against J&J under the 1989 SPA and the 1989 Supply
Agreement. The Debtors maintain that they have indemnification rights against J&J under those
agreements, regardless of whatever indemnity rights (if any) Cyprus may have against J&J.
On July 29, 2020, the Debtors filed an answer to the complaint asserting various affirmative
defenses as well as counterclaims (i) seeking a declaration that Cyprus Mines lacks the right and
standing to pursue the causes of action asserted in the complaint, and (ii) asserting that Cyprus
Mines breached its representations and warranties under certain agreements. On July 29, 2020,
J&J filed a motion to dismiss the complaint for lack of subject matter jurisdiction, or, in the
alternative, to abstain or to sever and transfer the claims to the United States District Court for the
District of Vermont (the “J&J Motion to Dismiss”). On September 1, 2020, Cyprus responded
to the Debtors’ counterclaims and the J&J Motion to Dismiss, and on September 3, 2020, Cyprus
filed a request for oral argument in connection with the J&J Motion to Dismiss. On September
16, 2020, J&J filed a reply in support of the J&J Motion to Dismiss. On October 6, 2020, Cyprus
74
Similarly, the Cyprus Settlement requires the Cyprus Protected Parties to stay and cease
prosecuting (on or after December 22, 2020) and/or dismiss or withdraw (upon the occurrence of the Cyprus
Trigger Date) all adversary proceedings, any proofs of claim, objections, discovery demands and discovery
disputes, and any other litigation against the Debtors, the Tort Claimants’ Committee, and the FCR.
Further, and subject to the terms of the Plan, all such releases and Injunctions in the Plan and Confirmation
Order with respect to the Cyprus Protected Parties will dissolve if any of the cash payments required to be
made by CAMC (or Freeport as guarantor, if applicable) are not timely made.
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filed a sur-reply in opposition to the J&J Motion to Dismiss, and on October 16, 2020, J&J filed
an opposition to the sur-reply. As of the date of this Disclosure Statement, the request for oral
argument and the J&J Motion to Dismiss are pending before the Bankruptcy Court.
On and after December 22, 2020, Cyprus will stay and cease prosecuting the Cyprus
Indemnity Adversary Proceeding as to the Debtors, and following the occurrence of the Cyprus
Trigger Date, the Cyprus Indemnity Adversary Proceeding will be dismissed by Cyprus as to the
Debtors. If the Cyprus Trigger Date does not occur, Cyprus shall be entitled to continue to
prosecute the Cyprus Indemnity Adversary Proceeding as to the Debtors.
(c) Rio Tinto/Zurich Mediation
As discussed in greater detail above, the Debtors assert rights to coverage under the Zurich
Policies. Historically, Zurich has declined to defend the Mesothelioma Claims on the basis of
exclusions in the policies for asbestos-related claims, but has accepted the Debtors’ tender of the
defense of OC Claims. 75 In addition, the Rio Tinto Captive Insurers issued the Rio Tinto Captive
Insurer Policies, which included Luzenac America and other Rio Tinto Corporate Entities as
insureds, although Rio Tinto contends that the Debtors are not entitled to coverage under those
policies under the 2011 Purchase.
The Debtors, Rio Tinto, Zurich, the FCR, the Tort Claimants’ Committee, and Mircal
(together, the “Rio Tinto/Zurich Mediation Parties”) agreed to enter into non-binding mediation
in an attempt to reach a resolution regarding disputes over (i) alleged liabilities relating to the Rio
Tinto Corporate Parties’ prior ownership of the Debtors, (ii) alleged indemnification obligations
of the Rio Tinto Corporate Parties, and (iii) the amount of coverage to which the Debtors claim to
be entitled under Talc Insurance Policies issued by the Zurich Corporate Parties and the Rio Tinto
Captive Insurers (the “Rio Tinto/Zurich Mediation”). On December 26, 2019, the Bankruptcy
Court entered an order appointing Lawrence W. Pollack to serve as mediator [Docket No. 1370].
Mediation sessions took place on January 28, January 29, and May 29, 2020. The Rio Tinto/Zurich
Mediation Parties subsequently agreed to the terms of the Rio Tinto/Zurich Settlement as set forth
in Section 7.6(i) of this Disclosure Statement.
(d) California Coverage Action and Insurers’ Relief from Stay Motion
On August 24, 2017, the Certain Excess Insurers initiated the lawsuit styled as Columbia
Cas. Co., et al. v. Cyprus Mines Corp., et al., No. CGC-17-560919 in the California Superior
Court, County of San Francisco (the “California Coverage Action”). The second amended
complaint filed by the Certain Excess Insurers on July 27, 2018, seeks a determination as to which
of various competing corporate entities (including ITA) (collectively, the “Corporate Entities”)
have rights to the Cyprus Talc Insurance Policies. The Certain Excess Insurers are also seeking
determinations as to whether there are any obligations with respect to talc bodily injury claims that
remain, the existence and extent of the Certain Excess Insurers’ contribution rights against certain
75
See Rio Tinto’s Opposition to Certain Excess Insurers’ Motion for Relief from Stay and Conditional
Cross-Motion for Relief from Stay to Permit Rio Tinto to Pursue Cross-Claims [Docket No. 505].
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other insurers, and the resolution of certain discrete coverage issues under certain of the Cyprus
Talc Insurance Policies.
ITA is a named defendant in all but two of the ten causes of action asserted by the Certain
Excess Insurers in their second amended complaint. Three of the causes of action address which
entity or entities have coverage rights under the Cyprus Talc Insurance Policies. The other causes
of action concern the amount of coverage available under the Cyprus Talc Insurance Policies. The
Debtors contend that (i) ITA has the right to seek the proceeds of, and pursue coverage under, the
Cyprus Talc Insurance Policies and (ii) the amounts due under the Cyprus Talc Insurance Policies
are assets of their Estates. 76
On November 20, 2017, the Certain Excess Insurers agreed to extend the time for the
Corporate Entities to respond to the first amended complaint to December 1, 2017. A partial stay
was agreed to by the Certain Excess Insurers and the Corporate Entities whereby none of the
Corporate Entities were permitted to propound discovery requests on any of the Certain Excess
Insurers and the Certain Excess Insurers were precluded from seeking discovery from insurer-
defendants relating to underlying lawsuits, Cyprus Mines’ talc supply history, and Cyprus Mines’
corporate transaction history. The stay was extended through July 20, 2018. On July 27, 2018,
the Certain Excess Insurers filed their second amended complaint, and on August 16, 2018, the
Certain Excess Insurers agreed to further extend the stay, which was ultimately extended through
February 11, 2019.
During the partial stay, ITA did not respond to the second amended complaint, did not
participate in formal discovery, and did not engage in motion practice. Despite the partial stay,
one or more of the Certain Excess Insurers continued to defend and settle various talc lawsuits on
behalf of ITA subject to a reservation of rights. One or more of the Certain Excess Insurers also
defended and settled certain talc lawsuits on behalf of ITA notwithstanding the fact that the Certain
Excess Insurers agreed not to pursue the claims asserted in the California Coverage Action.
Moreover, while the parties to the California Coverage Action did resolve certain issues, this was
done through negotiations without court involvement. 77
76
Certain other insurers, including Ace Property and Casualty Company (“Central National”) and
Unigard Insurance Company (“Unigard”), were named as defendants in the California Coverage Action.
For instance, the Certain Excess Insurers pursued equitable contribution and subrogation claims against
Central National and Unigard. On June 18, 2018, the Certain Excess Insurers filed a motion for summary
adjudication against Central National and Unigard seeking a ruling that each insurer was obligated to
participate in defense and indemnity upon exhaustion of primary policies. Unigard also filed a cross-
complaint against Cyprus and ITA, but agreed to extend the time for ITA to respond through February 19,
2019. In light of the bankruptcy filing, ITA has not responded to Unigard’s cross-complaint, which seeks,
among other things, damages from ITA for an alleged breach of a settlement agreement. There is no current
date for the hearing on the Certain Excess Insurers’ motion for summary adjudication against Unigard, and
the court in the California Coverage Action summarily denied the Certain Excess Insurers’ motion for
summary adjudication against Central National as premature.
77
ITA also filed a cross-complaint in the California Coverage Action, seeking a finding that certain
cross-defendant insurers are obligated to defend ITA, or reimburse ITA for defense expenses, and
indemnify ITA in connection with certain lawsuits seeking damages for personal injury caused by exposure
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On April 19, 2019, the Certain Excess Insurers filed the Certain Excess Insurers’ Motion
for Relief from the Automatic Stay to Permit the California Coverage Action to Proceed and Order
of Abstention [Docket No. 390] (the “Insurers’ Relief from Stay Motion”) pursuant to which the
Certain Excess Insurers sought relief from the automatic stay to permit the California Coverage
Action to proceed. 78 The Certain Excess Insurers also moved for the Bankruptcy Court to abstain
from interpreting the Cyprus Talc Insurance Policies in the Cyprus Insurance Adversary
Proceeding. 79 The Debtors and certain other parties in interest filed oppositions to the Insurers’
Relief from Stay Motion on grounds that it is unclear whether Cyprus has any rights to the proceeds
of, or any ability to pursue any claims under, the Cyprus Talc Insurance Policies for certain talc-
related lawsuits until the Cyprus Insurance Adversary Proceeding is fully and finally decided. The
Debtors primarily argued that lifting the stay would be an unnecessary waste of judicial and Estate
resources, and could risk inconsistent (and preclusive) judgments that would flow from the
concurrent litigation of the Cyprus Insurance Adversary Proceeding and the California Coverage
Action. On June 28, 2019, the Bankruptcy Court entered an order denying the Insurers’ Relief
from Stay Motion [Docket No. 762]. As of the date hereof, the California Coverage Action
remains subject to the automatic stay.
(e) XL Mediation
As discussed in greater detail above, the Debtors assert rights to coverage under the XL
Policies. The Debtors, XL, the Tort Claimants’ Committee, and the FCR (together, the “XL
Mediation Parties”) agreed to enter into non-binding mediation in an attempt to reach a resolution
regarding the amount of coverage to which the Debtors claim to be entitled under the XL Policies.
On October 12, 2020, the Bankruptcy Court entered an order appointing Lawrence W. Pollack to
serve as mediator [Docket No. 2325]. The XL Mediation Parties participated in an initial
mediation session before Mr. Pollack on October 22, 2020 and have continued to engage in
mediation.
(f) Chubb Mediation
As noted above, ITA believes it has the right to seek coverage under the Cyprus Talc
Insurance Policies. Certain of the Cyprus Talc Insurance Policies were issued by Century
Indemnity Company, Federal Insurance Company, and Central National Insurance Company of
Omaha (collectively, the “Chubb Insurers”). Specifically, the Chubb Insurers have represented
that they issued eighteen umbrella or excess policies between the years of 1975 and 1985 with
total limits of approximately $110 million (the “Chubb Policies”). The Debtors, the Chubb
Insurers, the Tort Claimants’ Committee, and the FCR (together, the “Chubb Mediation Parties”)
to asbestos or asbestiform minerals in talc and talc-containing products mined, delivered, or supplied by
Cyprus Mines.
78
National Union and Lexington Insurance Company were not listed as Certain Excess Insurers in
the Insurers’ Relief from Stay Motion, however, they were included as Certain Excess Insurers in the
Certain Excess Insurers’ reply brief.
79
Central National Insurance Company of Omaha (for policies issued through Cravens Dargan &
Co., Pacific Coast) and Providence Washington Insurance Company (as successor in interest to Seaton
Insurance Company, successor in interest to Unigard Mutual Insurance Company) filed joinders in support
of the motion [Docket Nos. 411 and 512].
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agreed to enter into non-binding mediation in an attempt to reach a resolution regarding the amount
of coverage to which the Debtors claim to be entitled under the Chubb Policies. On October 22,
2020, the Bankruptcy Court entered an order appointing Lawrence W. Pollack to serve as mediator
[Docket No. 2386]. The Chubb Mediation Parties participated in an initial mediation session
before Mr. Pollack on November 19, 2020 and have continued to engage in mediation.
(g) Truck, Old Republic, and AIC Mediation
Certain of the Cyprus Talc Insurance Policies were also issued by Truck. Specifically,
Truck issued a multi-year primary insurance policy between the years of 1974 and 1980 with total
limits of approximately $4.5 million. The Debtors, Truck, the Tort Claimants’ Committee, and
the FCR (together, the “Truck Mediation Parties”) agreed to enter into non-binding mediation
in an attempt to reach a resolution regarding disputes over certain insurance obligations. On
November 13, 2020, the Bankruptcy Court entered an order appointing Lawrence W. Pollack to
serve as mediator [Docket No. 2515].
In addition, certain of the Cyprus Talc Insurance Policies were issued by (i) Old Republic
Insurance Company (“Old Republic”) and (ii) AIC and Allianz Underwriters Inc. (“AUI” and
together with AIC, “Allianz”) . Old Republic issued three insurance policies between the years of
1985 and 1988 with original total limits of approximately $6 million, AIC issued four insurance
policies between the years of 1961 and 1964 with original total limits of approximately $4 million,
and AUI issued four insurance policies between the years of 1981 and 1984 with original total
limits of approximately $20 million. The Debtors, the Tort Claimants’ Committee, and each of
Old Republic and Allianz (together the “Old Republic/AIC Mediation Parties”) agreed to enter
into non-binding mediation in an attempt to reach a resolution regarding disputes over certain
alleged insurance obligations. On January 5, 2021, the Bankruptcy Court entered an order
appointing Lawrence W. Pollack to serve as mediator [Docket No. 2703].
The Old Republic/AIC Mediation Parties and the Truck Mediation Parties intend to engage
in a joint mediation on or about February 17, 2021.
(h) Talc-Related Litigation
(1) Consolidation of Talc Litigation in District Court and Daubert Hearings
On October 4, 2016, the U.S. Judicial Panel on Multidistrict Litigation (the “MDL Panel”)
ordered that pending and future personal injury or wrongful death actions in federal courts alleging
that plaintiffs or their decedents developed ovarian or uterine cancer from the use of J&J’s talcum
powder products 80 be transferred and centralized in the U.S. District Court for the District of New
Jersey, Trenton Division (the “MDL Proceeding”). In addition to individual actions pending in
federal district courts around the country, two consumer class actions alleging that J&J’s talcum
powder products were marketed for use without disclosure of talc’s alleged carcinogenic properties
were included in the MDL Proceeding.
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The specific J&J products involved are J&J’s Baby Powder and Shower to Shower body powder.
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The MDL Panel assigned U.S. District Judge Freda Wolfson as presiding judge for the
MDL Proceeding. Judge Wolfson designated U.S. Magistrate Judge Lois Goodman to assist her
in the MDL Proceeding. The cases were consolidated to (1) reduce or eliminate duplicative
discovery, (2) prevent inconsistent pretrial rulings on discovery and privilege issues, (3) prevent
inconsistent rulings on Daubert motion practice, and (4) conserve the resources of the parties, their
counsel, and the federal judiciary in these actions. Additionally, there are common factual issues
in these cases related to the alleged risk of cancer posed by talc and talc-based body powders,
whether the defendants knew or should have known of this alleged risk, and whether defendants
provided adequate instructions and warnings with respect to these products. As of May 1, 2020,
approximately 15,390 such actions involving 16,440 plaintiffs were pending in the MDL in the
U.S. District Court of New Jersey. Although the MDL Proceeding has been stayed as to ITA
following the Petition Date, the MDL Proceeding is ongoing with respect to J&J and other
defendants.
After creation of the MDL Proceeding and its assignment to Judge Wolfson, she ordered a
hearing at which all parties could present their summary views of the medical and scientific issues
related to the MDL Proceeding, as well as evidence as to whether talc-based body powder products
could cause or contribute to ovarian and uterine cancer. That hearing was held on January 26,
2017. Judge Wolfson subsequently ordered full briefing by the parties on the threshold Daubert
issue of whether reliable and sufficient scientific and medical evidence exists on the issue of
causation. Judge Wolfson set an evidentiary hearing on that issue that ran from July 22 to July 31,
2019, with plaintiffs presenting five witnesses and J&J presenting three witnesses. At the
conclusion of the hearing, the Judge requested final Daubert briefing from all parties which was
submitted on October 7, 2019. On April 27, 2020, Judge Wolfson rendered her Daubert decision
on the opinions offered by these witnesses, granting in part and denying in part J&J’s motion to
exclude opinions of plaintiffs’ five witnesses and denying plaintiffs’ motion to exclude the
opinions of J&J’s three experts. In re Johnson & Johnson Talcum Powder Products Mktg., Sales
Practices and Products Litig., MDL No. 2738, Civil Action No. 16-2638 (FLW) (D.N.J. April 27,
2020).
(2) Consolidation of State Court Talc Litigation
Other OC Claim cases are pending in several state courts across the country. In New
Jersey, the Supreme Court designated such cases as Multi-County Litigation for centralized
management by the Superior Court of New Jersey Law Division: Atlantic County. Following a
hearing on the admissibility of plaintiffs’ experts’ causation opinions, on September 2, 2016, the
Superior Court ruled in favor of J&J and ITA, excluded plaintiffs’ general causation experts, and
granted summary judgment to the defendants in the first two bellwether cases set for
trial. Plaintiffs’ appeal of those rulings to the Appellate Division, although stayed as to Debtor
ITA, is pending as to J&J.
In California state court, all cases related to OC Claims have been consolidated for pretrial
purposes in Judicial Council Coordination Proceedings in the Superior Court for Los Angeles
County. Before the first bellwether trial in 2017, ITA obtained summary judgment in its favor
based on the bulk-supplier immunity doctrine and the sophisticated intermediary doctrine. After
a plaintiff’s verdict against J&J in the first bellwether trial in that proceeding, the trial court granted
judgment notwithstanding the verdict and a motion for new trial, which were appealed in
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November 2017. In July 2019, those rulings were affirmed in part and reversed and remanded to
the trial court in part. As to ITA, the plaintiff’s appeal of the summary judgment in favor of ITA
was stayed with the filing of the Chapter 11 Cases.
Other cases related to OC Claims have been tried in Missouri and Georgia state
courts. Five cases in which verdicts were rendered against J&J in Missouri state court have been
reversed on appeal, and others are currently pending appeal. The first trial in Georgia state court
resulted in a hung jury and has not yet been retried. All cases are stayed as to ITA, however they
continue to move forward as to J&J and the other defendants. Approximately 150 additional cases
are pending in courts of various other states around the country, including Arizona, Delaware,
Florida, Illinois, Louisiana, Pennsylvania, Rhode Island, and Virginia.
(3) Appeals
Lanzo Appeal
On or about December 23, 2016, the Lanzo Movants (as defined below) filed an action in
the Superior Court of New Jersey, Law Division, Middlesex County (the “NJ State Court”)
against ITA for products liability resulting in personal injury in connection with the use of talcum
powder, including a claim for punitive damages. On April 5 and April 11, 2018, a jury returned a
verdict in favor of the Lanzo Movants for compensatory damages in the amount of $11,468,884.93
and punitive damages in the amount of $25,000,000.00, respectively. On April 23, 2019, the NJ
State Court entered a judgment in favor of the Lanzo Movants in the amount of $36,468,884.93,
including interest (the “Lanzo Judgment”).
On April 25, 2018, ITA appealed the Lanzo Judgment (the “Lanzo Appeal”) to the
Superior Court of New Jersey, Appellate Division (the “NJ Appellate Court”). Moreover, on or
about May 22, 2018, ITA posted a supersedeas bond issued by Aspen (as defined below) in the
amount of $39,204,051.36 (the “Lanzo Appeal Bond”). In its opening brief, ITA alleged that it
is entitled to a new trial due to prejudicial evidentiary and instructional errors, including the
introduction of unreliable expert testimony and a prejudicial alternative-causation instruction. In
addition to a new trial, ITA sought vacatur of the punitive damages award.
Upon commencement of the Chapter 11 Cases, the Lanzo Appeal was stayed, and the NJ
Appellate Court entered an order dismissing the Lanzo Appeal without prejudice. Following
approval of the Lanzo Stipulation (as defined below), the automatic stay was modified to permit
the Lanzo Appeal to proceed to final resolution. Thereafter, in July 2019, the Lanzo Appeal was
reinstated, and on October 2, 2019, ITA filed its reply brief. Oral argument on the issues raised in
the appeal is scheduled for March 9, 2021.
Booker Appeal
On or about December 9, 2015, the Booker Movants (as defined below) filed an action in
the Superior Court of California, County of Alameda (the “CA State Court”) against ITA for
negligence and strict product liability in connection with exposure to industrial talc, including a
claim for punitive damages On November 27 and December 11, 2017, a jury returned a verdict in
favor of the Booker Movants for compensatory damages in the amount of $6,852,000.00 and
punitive damages in the amount of $4,600,000.00, respectively. On December 14, 2017, the CA
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State Court entered a judgment in favor of the Booker Movants in the amount of $11,723,196.2,
including $271,196.26 in costs (the “Booker Judgment”).
On March 7, 2018, ITA appealed the Booker Judgment in the Court of Appeal of the State
of California, First Appellate District, Division 3, seeking complete reversal or reversal and
remand of the Booker Judgment for failure to establish exposure/causation, errors in the verdict
form, and erroneous successor liability. Separately, on April 2, 2018, ITA brought a second appeal
to challenge the award of costs with respect to the Booker Judgment (collectively, the “Booker
Appeals” and, together with the Lanzo Appeal, the “Appeals”). In connection with the Booker
Appeals, ITA posted a supersedeas bond issued by Aspen in the amount of $17,584,794.39
(the “Booker Appeal Bond”). The Booker Appeal Bond is in an amount greater than the face
amount of the Booker Judgment to account for post-judgment interest.
Although the Booker Appeals were stayed when the Chapter 11 Cases were filed, following
approval of the Booker Stipulation (as defined below) the automatic stay was modified to permit
the Booker Appeals to proceed to final judgment. On December 2, 2019, the Booker Movants
filed their response to the appellants’ opening brief. On May 11, 2020, ITA filed its reply brief,
and on December 9, 2020, oral argument was held. On December 11, 2020, the Court of Appeal
of the State of California, First Appellate District, affirmed the judgment of the CA State Court.
The deadline to seek further review from the Supreme Court of California was January 20, 2021.
(i) English Arbitration
As of the date of this Disclosure Statement, ITA is a named defendant in an arbitration

proceeding pending in London, in which a claimant is seeking contribution from ITA in General
Average for damage sustained to the claimant’s vessel while transporting certain goods prior to
the Petition Date. The claimant has stayed the proceeding as to ITA as a result of the ongoing
Chapter 11 Case, and its claims against ITA have since been resolved in full pursuant to an agreed
upon settlement between the claimant and a third party insurer/guarantor. As a result of the
foregoing, the arbitration has been discontinued upon agreement of the parties.
(j) J&J Mediation
In an effort to resolve issues pertaining to the J&J Stay Motion, the Debtors, the Tort
Claimants’ Committee, the FCR, the Imerys Non-Debtors, and J&J agreed to enter into non-
binding mediation. On September 11, 2020, the Bankruptcy Court entered an order appointing the
Hon. Kevin Carey (Ret.) to serve as mediator [Docket No. 2188]. Mediation sessions took place
on September 18 and September 21, 2020. The parties were unable to resolve the aforementioned
issues. Moreover, and as noted above, the Bankruptcy Court denied the J&J Stay Motion on
September 23, 2020.
5.10 Material Settlements and Resolutions
(a) Insurance Settlements
National Union, Columbia Casualty Company, Continental Casualty Company, The

Continental Insurance Company, Lamorak Insurance Company, Lexington Insurance Company,
and Berkshire Hathaway Specialty Insurance Company (collectively, “RMI”), ITA, Cyprus,
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Rawle & Henderson LLP (“Rawle”), Dentons US LLP (“Dentons”), and Alston, entered into a
settlement (the “RMI Settlement”) that was approved by the Bankruptcy Court on December 13,
2019 [Docket No. 1326]. Pursuant to the RMI Settlement, RMI agreed to pay certain of the
Debtors’ defense counsel, vendors, and experts an amount of $7,203,714 to satisfy certain
prepetition and post-petition defense costs for legal work and other professional services provided
in connection with the defense of ITA and/or Cyprus in talc-related litigation. The parties agreed
to mutual releases related to prepetition defense costs.
In connection with the RMI Settlement, ITA and Alston also entered into a separate
agreement that was approved by the Bankruptcy Court on December 17, 2019 [Docket No. 1339]
(the “Alston Settlement”). Pursuant to the Alston Settlement, the Debtors permitted Alston to
draw down a portion of a retainer from the Debtors in satisfaction of monies owed to Alston but
not fully paid under the RMI Settlement. In exchange, Alston agreed to release any claim to the
remaining portion of the retainer and refund the remainder of the retainer, totaling $844,745.60, to
ITA.
In addition, ITA, Rawle, Dentons, Alston, and Truck Insurance Exchange (“Truck”)
entered into a settlement (the “Truck Settlement”) that was approved by the Bankruptcy Court
on September 18, 2019 [Docket No. 1052] related to Truck’s obligations under a primary general
liability insurance policy. Pursuant to the Truck Settlement, Truck agreed to pay a total of
$2,491,445.20 to certain of the Debtors’ defense counsel and vendors and experts. The parties
agreed to mutual releases of prepetition defense costs.
The Plan Proponents also agreed to the terms of the Rio Tinto/Zurich Settlement and the
Cyprus Settlement, which are described in Articles VI and VII of this Disclosure Statement.
(b) Stipulations Permitting Certain Appeals of Judgments on Account of Certain Talc

Personal Injury Claims to Proceed to Final Resolution
On May 6, 2019, Stephen Lanzo, III and Kendra Lanzo (the “Lanzo Movants”) and Cheryl
Booker, individually and as successor-in-interest to Richard Booker, et al. (the “Booker
Movants”), each filed motions for relief from the automatic stay to permit the Appeals to proceed
to final resolution, and, if successful, to permit the Lanzo Movants and the Booker Movants to
execute and collect on the Lanzo Appeal Bond and the Booker Appeal Bond, as applicable [Docket
No. 493 and 491].
On June 13, 2019, the Debtors and Aspen American Insurance Company (“Aspen”)
entered into stipulations with each of the Lanzo Movants (the “Lanzo Stipulation”) and the
Booker Movants (the “Booker Stipulation” and, together with the Lanzo Stipulation, the “Stay
Stipulations”) to lift the automatic stay as to the Appeals. The Stay Stipulations were approved
by the Bankruptcy Court on June 27, 2019 [Docket Nos. 757 and 756].
The Stay Stipulations consensually resolved the aforementioned relief from stay motions,
and permitted the Appeals to proceed subject to the conditions set forth therein. In addition, Aspen
agreed to (i) bear sole responsibility for any and all fees and expenses incurred by ITA and its
professionals pertaining to the Appeals and (ii) waive any claim for amounts paid on account of
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such fees. Moreover, Aspen waived any claim for amounts paid on account of punitive damages
in connection with the Lanzo Judgment and the Booker Judgment.
Any claim held by Aspen stemming from (i) the Lanzo Movants’ collection of the Lanzo
Appeal Bond and/or (ii) the Booker Movants’ collection of the Booker Appeal Bond, will be a
Talc Personal Injury Claim and Aspen will have the right to pursue such claims against the Talc
Personal Injury Trust, subject to the Stay Stipulations and the Trust Distribution Procedures.
5.11 Anticipated Developments Regarding ITI Before Confirmation
As discussed above, the Debtors anticipate that, if the Plan receives the requisite
acceptances pursuant to each of sections 1126(c) and 524(g) of the Bankruptcy Code, ITI will file
a voluntary petition for relief under chapter 11 of the Bankruptcy Code. This Section describes
key aspects of the contemplated chapter 11 process with respect to ITI.
The Debtors anticipate that ITI’s reorganization will have a minimal effect on ITI and the
North American Debtors’ business operations. As discussed herein, the only holders of Claims
against ITI that will be Impaired are holders of Talc Personal Injury Claims and Non-Debtor
Intercompany Claims in Classes 4 and 5a, respectively.
(a) First-Day Motions and Related Relief
ITI’s reason for filing chapter 11 is to address its talc-related liabilities. To ensure a smooth
transition into chapter 11 and in furtherance of this goal, ITI will file a number of motions with
the Bankruptcy Court on the commencement date of its restructuring proceedings, including:
• an unimpaired claims motion authorizing ITI to satisfy or honor all unimpaired claims
including, among other things, claims arising from employee wage and benefit
obligations and claims arising from goods and services provided by vendors and
suppliers;
• a motion to ensure continued access to its prepetition cash management system;
• a motion requesting that certain of the orders previously entered in the Chapter 11
Cases be made applicable to ITI (including, without limitation, orders: (i) authorizing
payment of prepetition insurance obligations and the ability to maintain post-petition
insurance coverage; (ii) authorizing payment of prepetition taxes and fees;
(iii) authorizing employment of professionals utilized in the ordinary course of
business; (iv) authorizing the retention of the North American Debtors’ professionals;
(v) establishing procedures for interim compensation and reimbursement of
professionals; (vi) approving this Disclosure Statement; and (vii) extending the period
to remove claims);
• a motion seeking authority to have its chapter 11 case jointly administered with those
of the North American Debtors for procedural purposes only under case number 19-
10289 (LSS); and
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• a motion seeking authority to waive certain obligations to (i) file schedules and a
statement of financial affairs, (ii) file a list of ITI’s twenty largest unsecured creditors,
and (iii) convene a section 341 meeting of creditors.
For the avoidance of doubt, the interests of holders of Claims against ITI (except for Talc
Personal Injury Claims and Non-Debtor Intercompany Claims) are Unimpaired under the Plan.
Accordingly, ITI does not anticipate filing schedules and a statement of financial affairs, and will
petition the Bankruptcy Court for waiver of such requirements.
(b) Anticipated Plan Process
The Debtors are not presently seeking approval of this Disclosure Statement as to ITI,
because at this time ITI is not a Debtor in the Chapter 11 Cases. However, upon Bankruptcy Court
approval of this Disclosure Statement, the Debtors intend to solicit votes to accept or reject the
Plan with respect to holders of Claims in Class 4 against ITI. Additionally, and although ITI is
not yet a Debtor in the Chapter 11 Cases, the key dates with respect to solicitation of votes to
accept or reject the Plan as to ITI are the same as the dates set forth in the Solicitation Order and
described in Article X of this Disclosure Statement entitled “Voting Procedures and
Requirements.”
The Debtors anticipate that ITI will commence its bankruptcy proceeding in advance of the
Confirmation Hearing and will, at or before the Confirmation Hearing, seek an order by the
Bankruptcy Court approving this Disclosure Statement as it applies to holders of Talc Personal
Injury Claims against ITI pursuant to section 1125 of the Bankruptcy Code.
In the event the Bankruptcy Court approves this Disclosure Statement as to ITI, holders of
Claims in Class 4 vote in the requisite numbers necessary to approve the Plan, and the Bankruptcy
Court subsequently confirms the Plan, the Confirmation Order will apply to ITI as well. Subject
to the terms and conditions set forth in the Plan and described throughout this Disclosure
Statement, ITI will then emerge from bankruptcy protection contemporaneously with the other
Debtors.
ARTICLE VI.
SETTLEMENTS AND THE SALE OF THE NORTH

AMERICAN DEBTORS’ ASSETS
6.1 The Imerys Settlement
The Plan incorporates a global settlement that is the product of extensive negotiations and
discussions among the Plan Proponents providing for the treatment of Talc Personal Injury Claims
in a manner that is consistent with the Bankruptcy Code. The Plan Proponents submit that the
Imerys Settlement is the product of months of intensive, arms’-length negotiations and is the
lynchpin of the Plan, paving the way for a consensual resolution of these Chapter 11 Cases. The
Imerys Settlement, by way of the Imerys Contribution, secures a recovery for the benefit of the
Debtors’ creditors, additional valuable assets that will be provided to the Talc Personal Injury
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Trust, and an additional cash recovery resulting from the Sale of the North American Debtors’
assets.
(a) Overview of the Imerys Settlement
The Imerys Settlement provides, among other things, (i) funding to the Talc Personal Injury
Trust in the form of the Imerys Settlement Funds and (ii) additional funding to the Debtors in the
form of the Imerys Cash Contribution to support their reorganization efforts in this phase of the
Chapter 11 Cases. 81 Moreover, the Imerys Settlement provides the Talc Personal Injury Trust with
additional, non-Cash consideration, including, but not limited to, the release of certain claims held
by the Imerys Non-Debtors, and the transfer of certain insurance rights to the Talc Personal Injury
Trust, all as set forth in the Plan. In exchange, and as described in Article XII of the Plan, the Plan
provides releases to the Imerys Protected Parties (the “Imerys Releases”), as well as a permanent
channeling injunction that bars the pursuit of Talc Personal Injury Claims against the Imerys
Protected Parties. All Talc Personal Injury Claims will be channeled to and resolved by the Talc
Personal Injury Trust pursuant to the Talc Personal Injury Trust Agreement and the Trust
Distribution Procedures.
As part of the Imerys Settlement, the Tort Claimants’ Committee and the FCR have agreed
to release their claims against the Imerys Non-Debtors, including those premised on certain
theories of liability including, inter alia, piercing the corporate veil, alter ego, conspiracy, or
successor liability. The Imerys Non-Debtors have taken the position that the only entities that
could face potential liability for Talc Personal Injury Claims are the Debtors. To date, no court
has upheld a claim against an Imerys Non-Debtor on these theories of liability, and the only court
to substantively review these issues rejected these claims. See Order Granting Motion to Quash
re: Imerys USA, Leavitt v. Johnson & Johnson, Case No. RG17882401 (Sup. Ct. Cal. Dec. 28,
2018). However, the Tort Claimants’ Committee and the FCR have continued to maintain the
validity of these claims. After an investigation of the underlying merits of these claims by the Tort
Claimants’ Committee and the FCR, and in order to avoid further protracted litigation and expense,
the parties agreed to resolve these claims as part of the Imerys Settlement.
As further described below, the Imerys Settlement also contemplated that the North
American Debtors would initiate a sale process in pursuit of a sale of substantially all of the assets
of the North American Debtors 82 under section 363 of the Bankruptcy Code. Proceeds from the
Sale will be used to fund the Talc Personal Injury Trust as described in the Plan.
Finally, in order to implement the Imerys Settlement and effectuate the Plan, upon the
Effective Date (i) the equity interests in ITI will be reinstated and (ii) the equity interests in each
of the North American Debtors will be canceled and the equity interests in each of the Reorganized
North American Debtors will be issued to the Talc Personal Injury Trust. The Talc PI Note will
also be issued to the Talc Personal Injury Trust, which, pursuant to the Talc PI Pledge Agreement,
81
Any portions of the Imerys Cash Contribution not used by the Debtors or applied to the Reserves
(pursuant to the limits established in the Plan) will revert to Talc Personal Injury Trust, subject to the
limitations contained in the Plan.
82
For the avoidance of doubt, the Sale does not include the sale of ITI’s assets.
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will be secured by a majority of the voting equity interests of Reorganized ITI following the
Effective Date.
The Imerys Settlement resolves all outstanding disputes and claims between the Debtors,
their Estates, the Imerys Non-Debtors, the Tort Claimants’ Committee, and the FCR. While the
key terms of the Imerys Settlement are summarized in this Disclosure Statement, you should read
the Plan for a complete understanding of the terms and conditions of the Imerys Settlement.
(b) Imerys Releases and Disbursement of the Imerys Contribution
In exchange for the Imerys Contribution, Imerys S.A. requires confirmation of the Plan
and entry of a Confirmation Order by the Bankruptcy Court and affirmed by the District Court that
provides the Imerys Protected Parties with the protection of the Channeling Injunction pursuant to
sections 524(g) and 105(a) of the Bankruptcy Code, the Imerys Releases, and the Supplemental
Settlement Injunction Order. Each is described in further detail in the Plan.
• The Imerys Non-Debtors’ Contribution on Behalf of the Protected Parties
Upon the satisfaction, or waiver by the Plan Proponents in writing, of all conditions
precedent to the disbursement of the Imerys Contribution in the Plan, the Imerys Contribution shall
be distributed by the Imerys Non-Debtors pursuant to the terms of the Plan.
• Section 524(g) and 105(a) Injunction in Favor of the Imerys Protected Parties
Subject to the Talc Distribution Procedures, the Channeling Injunction shall permanently
and completely enjoin any person or entity from asserting in any way a Talc Personal Injury Claim
against the Protected Parties. All claims against the Protected Parties subject to the Channeling
Injunction shall be channeled to, and paid by, the Talc Personal Injury Trust in accordance with
the Trust Distribution Procedures.
Each of the Imerys Protected Parties is included as a “Protected Party” as that term is
defined in the Plan. Accordingly, the Imerys Protected Parties shall receive the benefit of the
Channeling Injunction in accordance with sections 524(g) and 105(a) of the Bankruptcy Code.
• Releases in Favor of the Imerys Protected Parties
The Plan contemplates certain releases in favor of the Imerys Protected Parties to be
provided by (i) the Debtors and the Reorganized Debtors, on their own behalf and as
representatives of their respective Estates, (ii) the Tort Claimants’ Committee and the FCR, on
their own behalf, and (iii) the Releasing Claim Holders. Such releases are further described in
Article VII of this Disclosure Statement.
• Supplemental Settlement Injunction Order
In connection with the implementation of the Imerys Settlement, the Plan includes the
Supplemental Settlement Injunction Order, pursuant to which all Persons that have held or
asserted, that hold or assert, or that may in the future hold or assert any Imerys Released Claims
directly or indirectly against the Imerys Protected Parties (or any of them) shall be permanently
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stayed, restrained, and enjoined from pursuing now, or at any time in the future, any Imerys
Released Claims. The Supplemental Settlement Injunction Order is further described in
Article VII of this Disclosure Statement.
6.2 Settlement with Rio Tinto and Zurich
The Plan also incorporates a comprehensive settlement among the Debtors, on the one
hand, and Rio Tinto (on behalf of itself and the Rio Tinto Captive Insurers and for the benefit of
the Rio Tinto Protected Parties), and Zurich (on behalf of itself and for the benefit of the Zurich
Protected Parties), on the other hand, and consented to by the Tort Claimants’ Committee and the
FCR, that is the product of months of intensive, arms’-length negotiations, multiple mediation
sessions, and the production and review of a broad set of documents relating to the parties’
disputes. The Rio Tinto/Zurich Settlement resolves complex disputes among the parties, in an
effort to avoid prolonged litigation, and does not involve any admission of liability by any party
to the settlement.
(a) Overview of the Rio Tinto/Zurich Settlement
The Rio Tinto/Zurich Settlement (a) releases the Rio Tinto Protected Parties and the Zurich
Protected Parties from the Rio Tinto/Zurich Released Claims and (b) channels to the Talc Personal
Injury Trust all Talc Personal Injury Claims against any Rio Tinto Protected Party, Rio Tinto
Captive Insurer, or Zurich Protected Party. Both the Rio Tinto/Zurich Released Claims and the
channeled Talc Personal Injury Claims include, without limitation, any and all claims directly or
indirectly arising out of or relating to (i) alleged liabilities relating to the Rio Tinto Corporate
Parties’ prior ownership of the Debtors, (ii) alleged indemnification obligations of the Rio Tinto
Corporate Parties, and (iii) the amount of coverage to which the Debtors claim to be entitled under
Talc Insurance Policies issued by the Zurich Corporate Parties and the Rio Tinto Captive Insurers.
In return, the Talc Personal Injury Trust will receive the Rio Tinto/Zurich Contribution, consisting
of $340 million in cash, along with certain indemnification, contribution, and/or subrogation rights
against third parties held by the Zurich Corporate Parties and the Rio Tinto Corporate Parties. The
Rio Tinto/Zurich Contribution will provide a substantial recovery for persons holding Talc
Personal Injury Claims.
As part of the Rio Tinto/Zurich Settlement, the Tort Claimants’ Committee and the FCR
have agreed to the release of any and all claims against the Rio Tinto Protected Parties relating in
any way to any Talc Personal Injury Claims, including those premised on liabilities such as
piercing the corporate veil, alter ego, conspiracy, or successor liability. The Rio Tinto Protected
Parties have taken the position that they have no such liability, and to date, no court has upheld a
claim against any Rio Tinto Protected Parties on these theories of liability. The resolution of each
of these matters represents a compromise of disputes among the parties, without any admission of
liability, intended to avoid the costs, risks, and delay associated with protracted litigation. The
Tort Claimants’ Committee and the FCR have also consented to the Debtors’ release of all rights
under insurance policies issued by the Zurich Corporate Parties and the Rio Tinto Captive Insurers
notwithstanding their disputes concerning the amount of coverage potentially available to the
Debtors under these policies, the application of the policies to the Talc Personal Injury Claims,
and the timing and amount of such claims in the future, in order to avoid the costs, risks, and delay
associated with undertaking protracted litigation against these insurers.
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(b) Terms of the Rio Tinto/Zurich Settlement
• The Rio Tinto/Zurich Contribution
The Rio Tinto/Zurich Contribution is contingent (i) on the Bankruptcy Court’s entry of a
Confirmation Order and the District Court’s entry of an Affirmation Order, each in a form
reasonably acceptable to Rio Tinto and Zurich, confirming the Plan, and approving (a) the Rio
Tinto/Zurich Settlement, including the Rio Tinto/Zurich Settlement Agreement, and (b) the
releases set out in the Plan, the Channeling Injunction, and the other injunctive relief set out in the
Plan, including the Supplemental Settlement Injunction, as to the Rio Tinto Protected Parties, the
Rio Tinto Captive Insurers, and the Zurich Protected Parties (as applicable); (ii) on the
Confirmation Order and Affirmation Order becoming Final Orders; and (iii) on the Plan’s
becoming effective. If these preconditions are met, Rio Tinto and Zurich will each make their
respective portions of the Rio Tinto/Zurich Contribution, or cause it to be made, in Rio Tinto’s
case on behalf of itself, the Rio Tinto Captive Insurers, and the Rio Tinto Protected Parties, and in
Zurich’s case on behalf of the Zurich Protected Parties, to the Talc Personal Injury Trust, to be
used for the payment of Talc Personal Injury Claims in accordance with the Trust Distribution
Procedures and the Talc Personal Injury Trust Agreement. The releases and Injunctions provided
to the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties
(as applicable) will not be effective until the Rio Tinto/Zurich Contribution is made to the Talc
• Rio Tinto/Zurich Settlement Agreement
Confirmation of the Plan will constitute approval of the Rio Tinto/Zurich Settlement
Agreement, under which Zurich and the Rio Tinto Captive Insurers, respectively, will buy back
any and all of Debtors’ rights under the Zurich Policies and Rio Tinto Captive Insurer Policies,
free and clear of any rights of third parties, pursuant to section 363 of the Bankruptcy Code.
• Channeling Injunction Under Sections 524(g) and 105(a) in Favor of the Rio Tinto
Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties
In accordance with sections 524(g) and 105(a) of the Bankruptcy Code, the Channeling
Injunction shall permanently and completely enjoin any person or entity from asserting any Talc
Personal Injury Claim against the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers,
and/or the Zurich Protected Parties, as these parties are “Protected Parties” as that term is defined
in the Plan. All claims against the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers,
and/or the Zurich Protected Parties subject to the Channeling Injunction shall be channeled to the
Talc Personal Injury Trust and resolved in accordance with the Trust Distribution Procedures.
• Releases in Favor of the Rio Tinto Protected Parties and the Zurich Protected Parties
The Plan contemplates certain releases in favor of the Rio Tinto Protected Parties and the
Zurich Protected Parties to be provided by (i) the Debtors and the Reorganized Debtors, on their
own behalf and as representatives of their respective Estates, (ii) the Tort Claimants’ Committee
and the FCR, solely on their own behalf, and (iii) the Releasing Claim Holders (as to the Rio Tinto
Protected Parties). Such releases are further described in Article VII of this Disclosure Statement.
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In connection with the implementation of the Rio Tinto/Zurich Settlement, the Plan
includes the Supplemental Settlement Injunction Order, pursuant to which all Persons that have
held or asserted, that hold or assert, or that may in the future hold or assert any Rio Tinto/Zurich
Released Claims directly or indirectly against the Rio Tinto Protected Parties (or any of them)
and/or the Zurich Protected Parties (or any of them) shall be permanently stayed, restrained, and
enjoined from pursuing now, or at any time in the future, any Rio Tinto/Zurich Released Claims.
The Supplemental Settlement Injunction Order is further described in Article VII of this Disclosure
Statement.
6.3 Settlement with the Cyprus Parties
The Cyprus Settlement is the product of good faith and arms’-length negotiations and is a
critical development in the Chapter 11 Cases, as it resolves the treatment of all Talc Personal Injury
Claims relating to Cyprus and the disputes with Cyprus regarding the Debtors’ entitlement to the
proceeds of the Cyprus Talc Insurance Policies and the rights of the Debtors and Cyprus to certain
indemnities by J&J. The parties to the Cyprus Settlement include the Debtors, the Tort Claimants’
Committee, and the FCR, Cyprus Mines (acting through its independent director, D.J. (Jan) Baker),
CAMC, and Cyprus’ parent company, Freeport. Ultimately, the Cyprus Settlement saves the
Debtors, their Estates, and their creditors significant time, expense, and uncertainty, and
meaningfully increases the assets of the Talc Personal Injury Trust available for distribution to
holders of Talc Personal Injury Claims. Like the Imerys Settlement and the Rio Tinto/Zurich
Settlement, the Cyprus Settlement is incorporated in the Plan.
(a) Overview of the Cyprus Settlement
Subject to the occurrence of the Cyprus Trigger Date, the Cyprus Settlement (a) releases
the Cyprus Protected Parties from the Estate Causes of Action and the Cyprus Released Claims
and (b) channels to the Talc Personal Injury Trust all Talc Personal Injury Claims against any
Cyprus Protected Party. In return, and also subject to the occurrence of the Cyprus Trigger Date,
the Talc Personal Injury Trust will receive $130 million in cash in seven installments, and the
Cyprus Protected Parties (as applicable) will assign to the Talc Personal Injury Trust (i) the rights
to and in connection with the Cyprus Talc Insurance Policies, and (ii) all rights to or claims for
indemnification, contribution, or subrogation against (a) any Person relating to the payment or
defense of any Talc Personal Injury Claim or other past talc-related claim channeled to the Talc
Personal Injury Trust prior to the Cyprus Trigger Date, and (b) any Person relating to any other
Talc Personal Injury Claim or other claims channeled to the Talc Personal Injury Trust.
The Debtors, the Tort Claimants’ Committee, and the FCR have agreed to the release of
any and all claims against the Cyprus Protected Parties relating in any way to any Talc Personal
Injury Claim. The Cyprus Protected Parties have taken the position that they have no such
liability. As with the Imerys Settlement and the Rio Tinto/Zurich Settlement, the resolution of
these matters represents a compromise of disputes among the parties, without any admission of
liability. Such compromise is intended to avoid the costs, risks, and delay associated with
protracted litigation, and was agreed to by the Tort Claimants’ Committee and the FCR after an
extensive investigation of the underlying merits of these claims.
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The Plan Proponents believe the Cyprus Settlement confers significant benefits on the
Estates and their creditors. Under the Cyprus Settlement, subject to the occurrence of the Cyprus
Trigger Date, $130 million will ultimately be contributed to the Talc Personal Injury Trust. In
addition, the Cyprus Insurance Adversary Proceeding and the Cyprus Indemnity Adversary
Proceedings (described in Sections 5.9(a) and 5.9(b) of this Disclosure Statement) are being
settled, with Cyprus contributing any rights to the Cyprus Talc Insurance Policies that it holds to
the Talc Personal Injury Trust. The Debtors believe they have strong positions in both adversary
proceedings, but the litigation would be extensive and costly and presents substantial risks,
including the risk that the Bankruptcy Court would rule that the Debtors do not have enforceable
rights, or do not have exclusive rights, to the proceeds of the Cyprus Talc Insurance Policies or
indemnification claims against J&J. 83 The Cyprus Settlement resolves these contested issues as
between Cyprus and the Debtors, and, if effectuated, ensures that the Talc Personal Injury Trust
will obtain all of the rights to the Cyprus Talc Insurance Policies, as well as the rights under the
1989 SPA and the 1989 Supply Agreement. Issues regarding coverage available under the Cyprus
Talc Insurance Policies remain subject to unresolved litigation in the California Coverage Action.
Pursuant to Section 12.3.1 of the Plan and the Cyprus Settlement, talc-related personal
injury claims against Cyprus are to be channeled to the Talc Personal Injury Trust. As noted above,
in 1992, Cyprus transferred talc-related liabilities to ITA under the ATA. Accordingly, many
plaintiffs have historically sued the Debtors and Cyprus for the same talc-related liabilities arising
prior to the 1992 transaction. 84 In light of the significant overlap between talc personal injury
claims against Cyprus Mines and the claims against ITA, as well as the pending disputes between
the Debtors and Cyprus regarding insurance and other assets that may be available to meet such
claims, the Plan Proponents and Cyprus agreed, as part of the Cyprus Settlement, that claims
against Cyprus would be channeled to the Talc Personal Injury Trust along with claims against the
Debtors.
It is contemplated that there will be a separate Cyprus Mines Bankruptcy filed in the United
States Bankruptcy Court for the District of Delaware. It is expected that the case will be filed as
early as late January 2021. The Cyprus Mines Plan embodying the terms of the Cyprus Settlement
will be filed in the Cyprus Mines Bankruptcy. If the disclosure statement associated with the
Cyprus Mines Plan is approved, the Cyprus Mines Plan will be solicited for vote and subject to its
own confirmation hearing.
It is contemplated that the Cyprus Mines Plan will contain the broadest releases and
injunctions permitted by sections 105(a), 524(g), and 1141(d)(1) of the Bankruptcy Code so as to
83
See Complaint, Adv. Pro. No. 20-50626 [Adv. Pro. Docket No. 1] (Cyprus Indemnity Adversary
Proceeding); Answer and Counterclaim of Cyprus Mines Corporation and Cyprus Amax Minerals
Company to the Debtors’ Complaint for Injunctive and Declaratory Relief, Adv. Pro. 19-50115 [Adv. Pro.
Docket No. 9] (Cyprus Insurance Adversary Proceeding).
84
As of the Petition Date, Cyprus Mines or CAMC had been named as defendants in approximately
700 talc-related lawsuits. In a substantial number of those lawsuits, Cyprus Mines or CAMC was named
as a co-defendant of one or more of the Debtors, and the lawsuits attempted to hold Cyprus and the Debtors
liable for the same conduct.
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prevent an assertion of any further talc-related claims of any kind against any Cyprus Protected
Party.
In the event the Cyprus Mines Trigger Date occurs, it is contemplated that all talc personal
injury claims channeled pursuant to the Cyprus Mines Plan will go to the Talc Personal Injury
Trust proposed in the Chapter 11 Cases of ITA, ITV, ITC, and ITI (to the extent it commences a
proceeding under the Bankruptcy Code). It is the understanding of the parties to the Cyprus
Settlement that the talc liability of Cyprus Mines and the Debtors is entirely coextensive as a result
of ITA’s assumption of Cyprus Mines’ talc liability pursuant to the terms of the ATA. As a result,
all of the Talc Personal Injury Claims against Cyprus and the Debtors will be channeled to the Talc
Personal Injury Trust established in the Chapter 11 Cases. The Plan Proponents believe that this
structure will allow for a more efficient distribution of the Talc Personal Injury Trust Assets and
increase the amounts of recovery available for holders of Talc Personal Injury Claims that are
resolved by the Talc Personal Injury Trust for payment.
If the Cyprus Trigger Date does not occur, then talc personal injury claims against Cyprus
Mines will not be channeled to the Talc Personal Injury Trust and the Cyprus Contribution will
not be made. Nonetheless, the holders of such claims would retain their rights to assert them
against Cyprus Mines. In the alternative, the holders of such claims may seek a recovery from
Fund A, B, or C (each as defined in the Trust Distribution Procedures) pursuant to the Trust
Distribution Procedures to the extent all applicable conditions with respect thereto are met.
(b) Terms of the Cyprus Settlement
• Section 105 Injunction
The Debtors shall seek an injunction pursuant to section 105 of the Bankruptcy Code
against the commencement or continuation of talc-related litigation claims against Cyprus Mines
or CAMC. The Cyprus Settlement Agreement is conditioned upon the Debtors seeking the Section
105 Injunction and the Bankruptcy Court entering such an injunction by the date set forth in the
Cyprus Settlement Agreement (absent extension by the parties). 85
• Implementation of the Cyprus Settlement
The Cyprus Settlement will be implemented through two chapter 11 plans, which will be
coordinated to the maximum extent possible, provided that such coordination does not delay the
Debtors’ confirmation schedule. The Debtors understand that Cyprus Mines intends to file the
Cyprus Mines Bankruptcy as early as late January 2021. The filing of the Cyprus Mines
Bankruptcy is an element of the Cyprus Settlement, and was required by Cyprus Mines and CAMC
to ensure that Cyprus Mines and the Cyprus Protected Parties obtain comprehensive relief. The
material terms of the Cyprus Mines Plan were negotiated as part of the Cyprus Settlement and are
85
On January 21, 2021, the Debtors filed the Debtors’ Complaint for Injunctive Relief [Docket No.
2816] seeking a preliminary injunction under section 105(a) of the Bankruptcy Code enjoining the
continuation or commencement of any action by certain defendants against Cyprus asserting a personal
injury claim relating to talc mined, processed, manufactured, sold and/or distributed by any of the Debtors
or Cyprus Mines.
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consistent with the Plan. Effectiveness of the Plan (other than the provisions implementing the
Cyprus Settlement) is not conditioned on confirmation or effectiveness of the Cyprus Mines Plan.
The terms of the Cyprus Settlement relating to assignment of insurance rights by Cyprus
Protected Parties to the Talc Personal Injury Trust are set forth in the Plan. The Cyprus Mines
Plan and the Cyprus Settlement Agreement will include terms that are consistent with the terms of
the Plan that relate to Cyprus Talc Insurance Policies, including terms consistent with the
“Insurance Provisions” in Section 11.4.1, which preserve rights and obligations of Talc Insurance
Companies.
• The Cyprus Contribution
The Cyprus Contribution is contingent on: (i) entry of the Section 105 Injunction by the
Bankruptcy Court; approval by the Bankruptcy Court of the Plan, including approval of the Cyprus
Settlement; (ii) entry of the Affirmation Order by the District Court, and the Affirmation Order
becoming a Final Order; (iii) approval by a bankruptcy court of the Cyprus Mines Plan, including
approval of the Cyprus Settlement; (iv) entry of an affirmation order by the District Court in the
Cyprus Mines Bankruptcy, and the affirmation order becoming a Final Order; and (v) satisfaction
of the other conditions precedent set forth in Section 9.2 of the Plan, as well as substantially similar
conditions in the Cyprus Mines Plan (as applicable). If these preconditions as more fully described
in the Cyprus Settlement Agreement are met, Cyprus will make the Cyprus Contribution to the
Talc Personal Injury Trust, to be used for the payment of Talc Personal Injury Claims in
accordance with the Trust Distribution Procedures and the Talc Personal Injury Trust Agreement
beginning on the Cyprus Trigger Date. The releases and Injunctions provided to the Cyprus
Protected Parties will not be effective until the Cyprus Contribution is made to the Talc Personal
Injury Trust as further described in the Plan. Further, and subject to the terms of the Plan, all such
releases and Injunctions in the Plan and the Confirmation Order with respect to the Cyprus
Protected Parties will dissolve if any of the cash payments required to be made by CAMC (or
Freeport as guarantor, if applicable) are not timely made.
• Approval of the Cyprus Settlement
Confirmation of the Plan will constitute approval of the Cyprus Settlement Agreement,
however the Cyprus Settlement will not be effective until the Cyprus Trigger Date.
• Channeling Injunction Under Sections 524(g) and 105(a) in Favor of the Cyprus
Protected Parties
In accordance with sections 524(g) and 105(a) of the Bankruptcy Code, and subject to the
occurrence of the Cyprus Trigger Date, the Channeling Injunction shall permanently and
completely enjoin any person or entity from asserting any Talc Personal Injury Claim against the
Cyprus Protected Parties. All claims against the Cyprus Protected Parties subject to the
Channeling Injunction shall be channeled to the Talc Personal Injury Trust and resolved in
accordance with the Trust Distribution Procedures.
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• Releases in Favor of the Cyprus Protected Parties
The Plan contemplates certain releases in favor of the Cyprus Protected Parties to be
provided by (i) the Debtors and the Reorganized Debtors, on their own behalf and as
representatives of their respective Estates, (ii) the Tort Claimants’ Committee and the FCR, solely
on their own behalf, (iii) the Releasing Claim Holders, and (iv) the Cyprus Settling Talc Insurance
Companies. Such releases are further described in Article VII of this Disclosure Statement.
In connection with the implementation of the Cyprus Settlement, the Plan includes the
Supplemental Settlement Injunction Order, pursuant to which all Persons that have held or
asserted, that hold or assert, or that may in the future hold or assert any Cyprus Released Claims
directly or indirectly against the Cyprus Protected Parties (or any of them) shall be permanently
stayed, restrained, and enjoined from pursuing now, or at any time in the future, any Cyprus
Released Claims, subject to the occurrence of the Cyprus Trigger Date. The Supplemental
Settlement Injunction Order is further described in Article VII of this Disclosure Statement.
6.4 Sale of North American Debtors’ Assets
(a) Sale of Assets
The Plan contemplates that the Debtors will undertake a sale and marketing process of the
North American Debtors’ assets in accordance with section 363 of the Bankruptcy Code. To this
end, on May 15, 2020, the North American Debtors filed a motion seeking a Bankruptcy Court
order (i) authorizing and approving bidding procedures for the sale of all or substantially all of the
North American Debtors’ assets (the “Bidding Procedures”); (ii) establishing procedures for the
assumption and assignment of certain executory contracts and unexpired leases; (iii) establishing
procedures in connection with the selection of a Stalking Horse Bidder (as defined in the Sale
Motion), if any, and related protections; and (iv) approving the sale of assets free and clear of all
Interests (as defined in the Sale Motion) pursuant to an asset purchase agreement [Docket No.
1718] (the “Sale Motion”). An order approving the Bidding Procedures and timeline related to
the Sale was approved on June 30, 2020 [Docket No. 1950]. On July 28, 2020, the Debtors filed
the Notice of Modified Deadlines Contained in the Bidding Procedures and the Bidding
Procedures Order [Docket No. 2039], on September 11, 2020, the Debtors filed the Second Notice
of Modified Deadlines Contained in the Bidding Procedures and the Bidding Procedures Order
[Docket No. 2189] and on October 13, 2020, the Debtors filed the Third Notice of Modified
Deadlines Contained in the Bidding Procedures and the Bidding Procedures Order [Docket No.
2329], each of which lists revised key dates and deadlines related to the sale process.
As more fully described in the Sale Motion, in November 2019, the North American
Debtors engaged PJT as their investment banker to assist the North American Debtors with their
evaluation of a potential sale of all or a portion of their assets. Following their engagement, PJT’s
professionals have worked closely with the North American Debtors’ management, boards of
directors, and other advisors to assist the North American Debtors in: (i) preparing marketing
materials in conjunction with a sale and (ii) defining the terms, conditions, and impact of any sale.
With the filing of the Sale Motion, PJT commenced a process to identify potential purchasers and
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pursue potential transactions for the North American Debtors. On July 17, 2020, PJT received
initial indications of interest for the Debtors’ assets, pursuant to the Bid Procedures Order, and on
July 24, 2020, the Debtors, with the assistance of PJT and their other advisors, selected the
Potential Bidders (as defined in Sale Motion), which were permitted to enter the second phase of
the sale process.
The North American Debtors determined that a sale of substantially all of their assets, in
conjunction with the implementation of the Imerys Settlement, to one or more buyer(s) would
maximize the value of their Estates and result in more funds available for holders of Talc Personal
Injury Claims. The North American Debtors sought the relief requested in the Sale Motion to
ensure that they had the necessary flexibility to run a value-maximizing sale process.
Imerys S.A. and the Tort Claimants’ Committee agreed that Imerys S.A. would not
participate in the sale process as a bidder “to avoid complicating the court-approved sale process
with a potential bid from the asset’s most recent owner.” See Statement of Imerys, S.A. in
Connection with the Pending Sale of Substantially All of the Debtors’ Assets [Docket No. 1975].
Further, this decision is “consistent with [Imerys, S.A.’s] management of its global business
portfolio.” See id.
On October 13, 2020, the Debtors filed a Notice of (I) Designation of Stalking Horse
Bidder, (II) Filing of Stalking Horse Agreement and Proposed Sale Order and (III) Request for
Approval of Bid Protections [Docket No. 2330], which, among other things, designated Magris
Resources Canada Inc. (“Magris Resources”) as the Stalking Horse Bidder (as defined in the
Bidding Procedures) and the Bid (as defined in as defined in the Bidding Procedures) submitted
by Magris Resources as the Stalking Horse Bid (as defined in the Bidding Procedures) and
provided notice that the Debtors have entered into an asset purchase agreement with Magris
Resources (as may be amended or modified, the “Asset Purchase Agreement”), a copy of which
was attached as Exhibit A to the notice, for the sale of substantially all of the Debtors’ assets
pursuant to section 363 of the Bankruptcy Code. The purchase price payable to the Debtors under
the Asset Purchase Agreement for the Purchased Assets (as defined in the Asset Purchase
Agreement) consists of the following: (i) $223,000,000 in cash consideration, and (ii) the
assumption of the Assumed Liabilities (as defined in the Asset Purchase Agreement).
On November 17, 2020, the Bankruptcy Court entered an order authorizing the Debtors to
sell substantially all of their assets to Magris Resources [Docket No. 2539]. The Debtors anticipate
that the Sale will close in the first quarter of 2021.
(b) Sale Proceeds and Purchase Price Enhancement
The Sale Proceeds will be contributed to the Talc Personal Injury Trust in accordance with
the terms of the Plan and any DIP Order. In addition, and as part of the Imerys Settlement, Imerys
S.A. has agreed to contribute certain additional amounts of up to $102.5 million, contingent on the
value of the Sale Proceeds (the “Purchase Price Enhancement”). The Purchase Price
Enhancement will work as follows: (i) if the Sale Proceeds are $30 million or less, Imerys S.A.
will contribute $102.5 million to the Talc Personal Injury Trust as a purchase price enhancement;
(ii) for every dollar of Sale Proceeds between $30 million and $60 million, the purchase price
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enhancement shall be reduced by $0.50; and (iii) for every dollar of Sale Proceeds in excess of $60
million, the purchase price enhancement shall be reduced by $0.70. 86
ARTICLE VII.
THE PLAN OF REORGANIZATION
The confirmation of a plan of reorganization is the principal objective of a chapter 11 case.

A plan of reorganization sets forth the means for treating claims against, and equity interests in, a
debtor. Confirmation of a plan of reorganization by a bankruptcy court makes it binding on the
debtor, any person or entity acquiring property under the plan, and any creditor of, or equity
interest holder in, the debtor, whether or not such creditor or equity interest holder has accepted
the plan or received or retains any property under the plan. Subject to certain limited exceptions
and other than as provided in a plan itself or in a confirmation order, a confirmation order
discharges the debtor from any debt that arose prior to the date of confirmation of the plan of
reorganization.
This Article of this Disclosure Statement summarizes certain relevant provisions of the
Plan. This Article is intentionally not a recitation of the entirety of the Plan, a copy of which is
attached hereto as Exhibit A.
For additional information regarding the Plan not discussed in this Article, please refer to
the following select Plan provisions:
Topic Plan Provision
Treatment of Executory Contracts and Unexpired Leases Article V
Distributions Under the Plan on Account of Claims Article VI
Resolution of Disputed Claims Other than Talc Personal Injury Claims Article VII
Reservation of Rights Section 12.5
Disallowed Claims and Disallowed Equity Interests Section 12.6
No Successor Liability Section 12.8
Corporate Indemnities Section 12.9
Jurisdiction of Bankruptcy Court Article XIII
Miscellaneous Provisions Article XIV
86
As noted above, the Plan Proponents have agreed that in the event the Sale closes for the amount
set forth in the Sale Order, no purchase price enhancement will be payable by Imerys S.A.
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THE FOLLOWING SUMMARY HIGHLIGHTS CERTAIN OF THE SUBSTANTIVE

PROVISIONS OF THE PLAN, AND IS NOT, NOR IS IT INTENDED TO BE, A COMPLETE
DESCRIPTION OR A SUBSTITUTE FOR A FULL AND COMPLETE REVIEW OF THE
PLAN. THE PLAN PROPONENTS URGE ALL HOLDERS OF CLAIMS OR EQUITY
INTERESTS TO READ AND STUDY CAREFULLY THE PLAN, A COPY OF WHICH IS
ATTACHED AS EXHIBIT A TO THIS DISCLOSURE STATEMENT.
7.1 Treatment of Administrative Claims, Fee Claims, DIP Facility Claims, and Priority Tax
Claims
(a) Administrative Claims
(1) Allowed Administrative Claims
Holders of Allowed Administrative Claims (other than Fee Claims, which are governed by
Section 2.3 of the Plan) shall receive Cash equal to the unpaid portion of such Allowed
Administrative Claims on the Distribution Date, in full satisfaction, settlement, release, and
discharge of and in exchange for such Claims, or such amounts and on such other terms as may be
agreed to by the holders of such Claims and the Debtors or the Reorganized Debtors, as the case
may be; provided, however, that Allowed Administrative Claims representing liabilities incurred
on or after the Petition Date in the ordinary course of business by any of the Debtors shall be paid
by the Debtors or the Reorganized Debtors, as the case may be, in accordance with the terms and
conditions of the particular transactions relating to such liabilities and any agreements relating
thereto. All Allowed Administrative Claims (other than Fee Claims) shall be paid from funds held
in the Administrative Claim Reserve, which shall be funded from Cash on hand, the Sale Proceeds,
and/or the Imerys Cash Contribution (excluding the Unsecured Claim Contribution). The
Reorganized Debtors will be entitled to transfer excess funds from the Fee Claim Reserve (after
all Allowed Fee Claims have been satisfied in full) and the Reorganized North American Debtor
Cash Reserve (excluding all funds attributable to the Unsecured Claim Contribution) to the
Administrative Claim Reserve as they deem necessary or appropriate, on notice to the FCR and
the Tort Claimants’ Committee, to enable them to satisfy their obligations pursuant to the Plan.
(2) Administrative Claims Bar Date
Except as otherwise provided in Article II of the Plan, requests for payment of

Administrative Claims (other than Fee Claims and Claims against the North American Debtors
arising under section 503(b)(9) of the Bankruptcy Code), 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 sixty (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 the Administrative Claims Bar Date shall be forever barred,
estopped, and enjoined from asserting such Administrative Claims against, as applicable, the
Debtors or the 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, as applicable, no later than ninety
(90) days after the Effective Date, unless otherwise authorized by the Bankruptcy Rules or
Bankruptcy Court. Notwithstanding the foregoing, no request for payment of an Administrative
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Claim need be filed with respect to an Administrative Claim previously Allowed by Final Order,
including all Administrative Claims expressly Allowed under the Plan. For the avoidance of doubt
and in accordance with, and furtherance of, the terms of the ITC Stipulated Order, any ITC
Stipulated Claim shall be (i) automatically disallowed upon entry of the Confirmation Order and
(ii) deemed discharged upon the Effective Date, without any further action required.
(3) Disputed Administrative Claims
If a Disputed Administrative Claim is thereafter Allowed in whole or in part, the Disbursing

Agent shall (at such time as determined to be practicable by the Reorganized Debtors) distribute
from the Administrative Claim Reserve, to the holder of such Administrative Claim, the Cash that
such holder would have received on account of such Claim if such Administrative Claim had been
an Allowed Administrative Claim on the Effective Date. When (i) all Disputed Administrative
Claims against the Reorganized Debtors have been resolved and (ii) Distributions required to be
made by the Reorganized Debtors pursuant to Section 2.1 and Section 2.3 of the Plan have been
made, all Cash remaining in the Administrative Claim Reserve shall be disbursed to the Talc
(b) Allowed Priority Tax Claims
On the Distribution Date, holders of Allowed Priority Tax Claims shall receive Cash equal
to the amount of such Allowed Priority Tax Claims, in full satisfaction, settlement, release, and
discharge of and in exchange for such Claims unless the holder of such claim agrees to an
alternative treatment.
(c) Fee Claims
All final fee requests for compensation or reimbursement of Fee Claims pursuant to
sections 327, 328, 329, 330, 331, 503(b), or 1103 of the Bankruptcy Code for services rendered to
the Debtors, the Tort Claimants’ Committee, or the FCR, all Fee Claims of members of the Tort
Claimants’ Committee for reimbursement of expenses, and all requests or Claims under section
503(b)(4) of the Bankruptcy Code, must be filed and served on the Reorganized Debtors and other
parties required to be served by the Compensation Procedures Order by no later than forty-five
(45) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Any
objections to a final Fee Claim or any requests or claims under section 503(b)(4) of the Bankruptcy
Code must be filed by no later than twenty (20) days after the filing of such Claim. The terms of
the Compensation Procedures Order shall govern the allowance and payment of any final Fee
Claims submitted in accordance with Section 2.3 of the Plan. The Fee Examiner appointed under
the Fee Examiner Order shall continue to act in this appointed capacity unless and until all final
Fee Claims have been approved by order of the Bankruptcy Court, and the Reorganized Debtors
shall be responsible to pay the fees and expenses incurred by the Fee Examiner in rendering
services after the Effective Date.
The amount of the Fee Claims owing to the Professionals on and after the Effective Date
shall be paid in Cash to such Professionals from funds held in the Fee Claim Reserve, which shall
be funded from Cash on hand, the Sale Proceeds, and/or the Imerys Cash Contribution (excluding
the Unsecured Claim Contribution), as soon as reasonably practicable after such Claims are
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Allowed by a Bankruptcy Court order. The Reorganized Debtors will be entitled to transfer excess
funds from the Administrative Claim Reserve (after all Allowed Administrative Claims have been
satisfied in full) and the Reorganized North American Debtor Cash Reserve (excluding all funds
attributable to the Unsecured Claim Contribution) to the Fee Claim Reserve as they deem
necessary or appropriate, on notice to the FCR and the Tort Claimants’ Committee, to enable them
to satisfy their obligations in the Plan. When all Allowed Fee Claims and Allowed Administrative
Claims have been paid in full.
(d) DIP Facility Claims
On or prior to the Effective Date, in full satisfaction, settlement, discharge, and release of,
and in exchange for the DIP Facility Claims, all amounts payable by the Debtors under the DIP
Facility shall be satisfied in full consistent with the DIP Loan Documents and the DIP Order;
provided that Section 2.4 of the Plan only applies to the extent DIP Loans are made to the Debtors
on or prior to the Effective Date.
7.2 Treatment of Classified Claims and Equity Interests
The classification and treatment of Claims against and Equity Interests in each Debtor are
set forth in detail in Article III of the Plan.
(a) Class 1 – Priority Non-Tax Claims
(1) Classification: Class 1 consists of all Priority Non-Tax Claims against the
Debtors.
(2) Treatment: On the Distribution Date, each holder of an Allowed Class 1

Priority Non-Tax Claim shall receive Cash equal to the Allowed Amount of
such Priority Non-Tax Claim.
(3) Voting: Class 1 is Unimpaired and each holder of an Allowed Claim in

Class 1 is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 1 is not
entitled to vote to accept or reject the Plan.
(b) Class 2 – Secured Claims
(1) Classification: Class 2 consists of all Secured Claims against the Debtors.
(2) Treatment: All Allowed Secured Claims in Class 2 will be treated pursuant
to one of the following alternatives on the Distribution Date: (i) payment in
full in Cash in accordance with section 506(a) of the Bankruptcy Code; (ii)
reinstatement pursuant to section 1124 of the Bankruptcy Code; (iii) such
other treatment as the Debtor and the holder shall agree; or (iv) such other
treatment as may be necessary to render such Claim Unimpaired.
(3) Voting: Class 2 is Unimpaired and each holder of an Allowed Claim in

Class 2 is presumed to accept the Plan pursuant to section 1126(f) of the
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Bankruptcy Code. Each holder of an Allowed Claim in Class 2 is not

(c) Class 3a – Unsecured Claims against the North American Debtors
(1) Classification: Class 3a consists of all Unsecured Claims against the North
American Debtors.
(2) Treatment: Each holder of an Allowed Unsecured Claim against the North
American Debtors shall be paid the Allowed Amount of its Unsecured
Claim on the Distribution Date. Such payment shall be (i) in full, in Cash,
plus post-petition interest at the federal judgment rate in effect on the
Petition Date, or (ii) upon such other less favorable terms as may be
mutually agreed upon between the holder of such Unsecured Claim and the
applicable North American Debtor or Reorganized North American Debtor.
(3) Voting: Class 3a is Unimpaired and each holder of an Allowed Claim in

Class 3a is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 3a is not
(d) Class 3b – Unsecured Claims against ITI
(1) Classification: Class 3b consists of all Unsecured Claims against ITI.
(2) Treatment: The legal, equitable, and contractual rights of the holders of
Unsecured Claims against ITI are unaltered by the Plan. Except to the
extent that a holder of an Unsecured Claim against ITI agrees to a different
treatment, on and after the Effective Date, Reorganized ITI will continue to
pay or dispute each Unsecured Claim in the ordinary course of business in
accordance with applicable law.
(3) Voting: Class 3b is Unimpaired and each holder of an Allowed Claim in

Class 3b is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 3b is not
(e) Class 4 – Talc Personal Injury Claims
(1) Classification: Class 4 consists of all Talc Personal Injury Claims. For the
avoidance of doubt, Class 4 consists of Direct Talc Personal Injury Claims
and Indirect Talc Personal Injury Claims.
(2) Treatment: On the Effective Date, liability for all Talc Personal Injury
Claims shall be channeled to and assumed by the Talc Personal Injury Trust
without further act or deed and shall be resolved in accordance with the
Trust Distribution Procedures. Pursuant to the Plan and Trust Distribution
Procedures, each holder of a Talc Personal Injury Claim shall have its Claim
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permanently channeled to the Talc Personal Injury Trust, and such Claim
shall thereafter be resolved in accordance with the Trust Distribution
Procedures. Foreign Claims are a subset of Talc Personal Injury Claims
that will be channeled to and assumed by the Talc Personal Injury Trust and
subject to the Channeling Injunction; however, the Trust Distribution
Procedures provide that Foreign Claims will not receive any distributions
from the Talc Personal Injury Trust.
(3) Voting: Class 4 is Impaired and each holder of an Allowed Claim in Class
4 is entitled to vote to accept or reject the Plan.
(f) Class 5a – Non-Debtor Intercompany Claims
(1) Classification: Class 5a consists of all Non-Debtor Intercompany Claims.
(2) Treatment: On or after the Effective Date, all Non-Debtor Intercompany

Claims shall be canceled, discharged, or eliminated.
(3) Voting: Class 5a is Impaired. Each holder of an Allowed Claim in Class 5a

has consented to its treatment under the Plan as a Plan Proponent and is
therefore presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 5a is not
entitled to accept or reject the Plan.
(g) Class 5b – Debtor Intercompany Claims
(1) Classification: Class 5b consists of all Debtor Intercompany Claims.
(2) Treatment: At the election of the applicable Debtor, each Debtor

Intercompany Claim shall (i) be reinstated, (ii) remain in place, and/or (iii)
with respect to certain Debtor Intercompany Claims in respect of goods,
services, interest, and other amounts that would have been satisfied in Cash
directly or indirectly in the ordinary course of business had they not been
outstanding as of the Petition Date, be settled in Cash.
(3) Voting: Class 5b is Unimpaired and each holder of an Allowed Claim in

Class 5b is conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Each holder of a Claim in Class
5b is not entitled to accept or reject the Plan.
(h) Class 6 – Equity Interests in the North American Debtors
(1) Classification: Class 6 consists of all Equity Interests in the North American
Debtors.
(2) Treatment: On the Effective Date, all Equity Interests in the North
American Debtors shall be canceled, annulled, and extinguished.
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(3) Voting: Class 6 is Impaired. Each holder of an Allowed Class 6 Equity

Interest has consented to its treatment under the Plan as a Plan Proponent
and is therefore presumed to accept the Plan pursuant to section 1126(f) of
the Bankruptcy Code. Each holder of an Allowed Equity Interest in Class
6 is not entitled to vote to accept or reject the Plan.
(i) Class 7 – Equity Interests in ITI
(1) Classification: Class 7 consists of all Equity Interests in ITI.
(2) Treatment: On the Effective Date, all Equity Interests in ITI shall be
reinstated and the legal, equitable, and contractual rights to which holders
of Equity Interests in ITI are entitled shall remain unaltered to the extent
necessary to implement the Plan.
(3) Voting: Class 7 is Unimpaired and each holder of an Allowed Class 7 Equity
Interest is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Equity Interest in Class 7 is
not entitled to vote to accept or reject the Plan.
7.3 Acceptance or Rejection of Plan
(a) Classes Entitled to Vote
Holders of Talc Personal Injury Claims shall be entitled to vote to the extent and in the
manner provided in the Voting Procedures Order [Docket No. 2863] and the Plan. 87
(b) Acceptance of Holders of Talc Personal Injury Claims
Pursuant to sections 1126(c) and 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, Class

4 (Talc Personal Injury Claims) shall have accepted the Plan only if at least two-thirds (2/3) in
amount and seventy-five percent (75%) of the members in Class 4 actually voting on the Plan have
voted to accept the Plan.
(c) Acceptance by Unimpaired Class
Classes 1, 2, 3a, 3b, 5b, and 7 are Unimpaired under the Plan and are conclusively
presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
87
Pursuant to the Voting Procedures Order, all Talc Personal Injury Claims in Class 4 of the Plan
shall be temporarily allowed in the amount of $1.00 in the aggregate per claimant solely for purposes of
voting to accept or reject the Plan and not for any other purpose; provided that any votes that are determined
by final nonappealable order following a motion on notice and a hearing not filed in good faith shall be
subject to the designation pursuant to section 1126(e) of the Bankruptcy Code.
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(d) Acceptance by Impaired Class
Classes 5a and 6 will not receive or retain any property or distribution under the Plan and
are Impaired under the Plan. Notwithstanding, Classes 5a and 6 are presumed to have accepted
the Plan pursuant to section 1126(f) of the Bankruptcy Code because all holders of Claims or
Equity Interests (as applicable) in Classes 5a and 6 are Plan Proponents and have consented to
their treatment under the Plan.
7.4 Conditions Precedent to the Confirmation of the Plan
Confirmation of the Plan shall not occur unless each of the following conditions has been
satisfied or waived pursuant to Section 9.3 of the Plan:
(a) The Bankruptcy Court shall have entered an order, acceptable in form and
substance to each of the Plan Proponents approving this Disclosure Statement as
containing adequate information within the meaning of section 1125 of the
Bankruptcy Code.
(b) Class 4 shall have voted in requisite numbers and amounts in favor of the Plan as
required by sections 524(g), 1126, and 1129 of the Bankruptcy Code.
(c) The Plan and the Plan Supplement, including any schedules, documents,
supplements and exhibits thereto, shall be consistent with (i) section 524(g) of the
Bankruptcy Code, as applicable, and (ii) the other provisions of the Plan.
(d) The Reorganized North American Debtors shall have sufficient funds from Cash
on hand and/or the Unsecured Claim Contribution to resolve all Allowed Class 3a
Claims and to adequately fund the Disputed Claims Reserve as determined by each
of the Plan Proponents.
(e) The Bankruptcy Court shall have made such findings and determinations regarding
the Plan as shall enable the entry of the Confirmation Order and any other order in
conjunction therewith, in form and substance acceptable to each of the Plan
Proponents. These findings and determinations, which are designed, among other
things, to ensure that the Injunctions, releases and discharges set forth in Article XII
shall be effective, binding and enforceable, and shall among other things, conclude:
(1) Good Faith Compliance. The Plan complies with all applicable provisions
of the Bankruptcy Code including, without limitation, that the Plan be
proposed in good faith and that the Confirmation Order not be procured by
fraud.
(2) Voting. Class 4 has voted in requisite numbers and amounts in favor of the
Plan as required by each of sections 524(g), 1126, and 1129 of the
Bankruptcy Code.
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(3) Injunctions. The Channeling Injunction, the Insurance Entity Injunction,

and the Supplemental Settlement Injunction Order are to be implemented in
connection with the Talc Personal Injury Trust.
(4) Named Defendants. As of the Petition Date, one or more of the Debtors
had been named as a defendant in personal injury, wrongful death or
property damage actions seeking recovery for damages allegedly caused by
the presence of, or exposure to, talc or talc-containing products.
(5) Assumption of Certain Liabilities. Upon the Effective Date, the Talc
Personal Injury Trust shall assume the liabilities of the Protected Parties
with respect to Talc Personal Injury Claims and have exclusive authority as
of the Effective Date to satisfy or defend such Talc Personal Injury Claims.
(6) Funding of Talc Personal Injury Trust. The Talc Personal Injury Trust will
be funded with the Talc Personal Injury Trust Assets, including the Talc PI
Note, which will be secured by a majority of the common stock of
Reorganized ITI, pursuant to the Talc PI Pledge Agreement, and include the
right to receive distributions on account of the Talc PI Note pursuant to the
terms set forth in the Talc PI Note.
(7) Stock Ownership. The Talc Personal Injury Trust, on the Effective Date,
by the exercise of rights granted under the Plan, (i) will receive the
Reorganized North American Debtor Stock and shall maintain the rights to
receive dividends or other distributions on account of such stock, and (ii)
will be entitled to own the majority of the common stock of Reorganized
ITI if specific contingencies occur.
(8) Use of Talc Personal Injury Trust Assets. The Talc Personal Injury Trust
will use its assets and income to resolve Talc Personal Injury Claims.
(9) Likelihood of Talc Personal Injury Demands. The Debtors are likely to be
subject to substantial future Talc Personal Injury Demands for payment
arising out of the same or similar conduct or events that gave rise to the Talc
Personal Injury Claims that are addressed by the Channeling Injunction and
the Insurance Entity Injunction.
(10) Talc Personal Injury Demands Indeterminate. The actual amounts,

numbers, and timing of future Talc Personal Injury Demands cannot be
determined.
(11) Likelihood of Threat to Plan’s Purpose. Pursuit of Talc Personal Injury

Claims, including Talc Personal Injury Demands, outside of the procedures
prescribed by the Plan and the Plan Documents, including the Trust
Distribution Procedures, is likely to threaten the Plan’s purpose to treat the
Talc Personal Injury Claims and Talc Personal Injury Demands equitably.
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(12) Injunctions Conspicuous. The terms of the Discharge Injunction, the

Channeling Injunction, the Supplemental Settlement Injunction Order, the
Release Injunction, and the Insurance Entity Injunction, including any
provisions barring actions against third parties, are set out in conspicuous
language in the Plan and in this Disclosure Statement.
(13) Appropriate Trust Mechanisms. Pursuant to court orders or otherwise, the

Talc Personal Injury Trust shall operate through mechanisms such as
structured, periodic or supplemental payments, pro rata distributions,
matrices or periodic review of estimates of the numbers and values of Talc
Personal Injury Claims or other comparable mechanisms, that provide
reasonable assurance that the Talc Personal Injury Trust will value, and be
in a financial position to pay, Talc Personal Injury Claims that involve
similar Claims in substantially the same manner regardless of the timing of
the assertion of such Talc Personal Injury Claims.
(14) Future Claimants’ Representative. The FCR was appointed by the

Bankruptcy Court as part of the proceedings leading to the issuance of the
Channeling Injunction, the Insurance Entity Injunction, and the
Supplemental Settlement Injunction Order, for the purpose of, among other
things, protecting the rights of persons that might subsequently assert Talc
Personal Injury Demands of the kind that are addressed in the Channeling
Injunction, the Insurance Entity Injunction, and the Supplemental
Settlement Injunction Order, and transferred to and assumed by the Talc
(15) Fair and Equitable Inclusion. The inclusion of each Debtor or other
Protected Party within the protection afforded by the Channeling Injunction
and the Insurance Entity Injunction, as applicable, is fair and equitable with
respect to the Persons that might subsequently assert Talc Personal Injury
Demands against each such Debtor or other Protected Party in light of the
benefits provided, or to be provided, to the Talc Personal Injury Trust by or
on behalf of each such Debtor or other Protected Party.
(16) Sections 105(a) and 524(g) Compliance. The Plan complies with sections
105(a) and 524(g) of the Bankruptcy Code to the extent applicable.
(17) Injunctions Essential. The Discharge Injunction, the Channeling

Injunction, the Supplemental Settlement Injunction Order, the Release
Injunction, and the Insurance Entity Injunction are essential to the Plan and
the Debtors’ reorganization efforts.
(18) Insurance Assignment Authorized. The Bankruptcy Code authorizes the

Assignment by preempting any terms of the Talc Insurance Policies, Cyprus
Talc Insurance Policy Rights, Talc Insurance CIP Agreements, Talc
Insurance Settlement Agreements, or provisions of applicable non-
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bankruptcy law that any Talc Insurance Company may otherwise argue
prohibits the Assignment.
(19) Indemnification Obligation Assignment Authorized. The Bankruptcy Code

authorizes the Assignment of the J&J Indemnification Obligations by
preempting any terms of the J&J Agreements or provisions of applicable
non-bankruptcy law that J&J may otherwise argue prohibits the
Assignment.
(20) The Supplemental Settlement Injunction Order. The Supplemental

Settlement Injunction Order is fair, equitable, in the best interests of the
Debtors’ Estates, and shall be entered in connection with the Imerys
Settlement, the Rio Tinto/Zurich Settlement, and the Cyprus Settlement
(upon the occurrence of the Cyprus Trigger Date).
(21) The Imerys Settlement. The Imerys Settlement represents a sound exercise
of the Debtors’ business judgment, is in the best interest of the Debtors’
Estates, complies with section 1123 of the Bankruptcy Code, and is
approved pursuant to section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019.
(22) The Rio Tinto/Zurich Settlement. The Rio Tinto/Zurich Settlement

(i) represents a sound exercise of the Debtors’ business judgment, will yield
a fair and reasonable price for the assets being sold, is in the best interest of
the Debtors’ Estates, and otherwise complies with section 363 of the
Bankruptcy Code, (ii) meets the requirements for a sale of property free and
clear of any interests of third parties in such property pursuant to section
363(f) of the Bankruptcy Code, and (iii) constitutes a purchase in good faith
by Zurich and the Rio Tinto Captive Insurers pursuant to section 363(m) of
the Bankruptcy Code, rendering the provisions of section 363(m)
applicable. The Rio Tinto/Zurich Settlement is accordingly approved
pursuant to section 363(b) of the Bankruptcy Code and Bankruptcy Rule
9019.
(23) The Cyprus Settlement. The Cyprus Settlement represents a sound exercise
of the Debtors’ business judgment, is in the best interest of the Debtors’
Estates, complies with section 1123 of the Bankruptcy Code, and is
approved pursuant to section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019.
To the greatest extent permitted by law, each of the conditions precedent to the
Confirmation of the Plan may be waived or modified, in whole or in part, but only with the
unanimous written consent of each of the Plan Proponents; provided, however, that Section 9.2.1
of the Plan can only be waived as provided therein. Any waiver or modification of a condition
precedent under Section 9.3 of the Plan may be effected at any time, without notice, without leave
or order of the Bankruptcy Court or District Court, and without any other formal action.
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7.5 Conditions Precedent to the Effective Date of the Plan
Notwithstanding any other provision of the Plan or the Confirmation Order, the Effective
Date of the Plan shall occur on the first Business Day on which each of the following conditions
has been satisfied or waived pursuant to Section 9.3 of the Plan:
(a) Confirmation Order and Affirmation Order. The Confirmation Order shall have
been submitted to the District Court for affirmation on or before June 30, 2021, and
the Affirmation Order in form and substance acceptable to each of the Plan
Proponents shall have been entered by the District Court, and the Confirmation
Order and the Affirmation Order shall have become Final Orders; provided,
however, that, subject to Section 10.10.1 of the Plan with respect to the Cyprus
Settlement, the Effective Date may occur at a point in time when the Confirmation
Order and/or the Affirmation Order are not Final Orders at the sole option of the
Plan Proponents unless the effectiveness of the Confirmation Order or the
Affirmation Order, as applicable, has been stayed or vacated, in which case the
Effective Date may be the first Business Day immediately following the expiration
or other termination of any stay of effectiveness of the Confirmation Order or the
Affirmation Order.
(b) Sale Order. The Sale Order shall have (i) been entered on or before the date the
Confirmation Order is entered, and (ii) recognized by the Canadian Court in the
Canadian Proceeding on or before a date that is no later than fourteen (14) Business
Days after entry of the Sale Order by the Bankruptcy Court.
(c) Talc Personal Injury Trust. The Talc Personal Injury Trust Assets shall,
simultaneously with the occurrence of the Effective Date or as otherwise provided
in the Plan, be transferred to, vested in, and assumed by the Talc Personal Injury
Trust in accordance with Article IV of the Plan.
(d) Plan Documents. The Talc Personal Injury Trust Agreement (and related
documents), and the other applicable Plan Documents necessary or appropriate to
implement the Plan shall have been executed, delivered and, where applicable, filed
with the appropriate governmental authorities.
(e) Allowed Non-Talc Claims. The Reserves shall be adequately funded as determined
by each of the Plan Proponents so as to permit the Debtors to make Distributions
relating to Allowed Non-Talc Claims in accordance with the Plan.
(f) Imerys Contribution. Imerys S.A. shall have disbursed, or satisfied all conditions
of, the Imerys Contribution to the Debtors, the Reorganized North American
Debtors, or the Talc Personal Injury Trust, as applicable, in accordance with
Article X of the Plan.
(g) United States Trustee’s Fees. The fees of the United States Trustee then owing by
the Debtors shall have been paid in full.
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(h) Ancillary Proceeding in Canada. The Canadian Court shall have entered an order
in the Canadian Proceeding recognizing the Confirmation Order in its entirety and
ordering the Confirmation Order and the Plan to be implemented and effective in
Canada in accordance with their terms.
To the greatest extent permitted by law, each of the conditions precedent to the Effective
Date of the Plan may be waived or modified, in whole or in part, but only with the unanimous
written consent of each of the Plan Proponents; provided, however, that Section 9.2.1 of the Plan
can only be waived as provided therein. Any waiver or modification of a condition precedent
under Section 9.3 of the Plan may be effected at any time, without notice, without leave or order
of the Bankruptcy Court or District Court, and without any other formal action.
7.6 Means for Implementation of the Plan
(a) General
On or after the Confirmation Date, each of the Plan Proponents shall be empowered and
authorized to take or cause to be taken, prior to the Effective Date, all actions necessary to enable
them to implement the provisions of the Plan on the Effective Date, including, without limitation,
the creation of the Talc Personal Injury Trust and the preparations for the transfer of the Talc
Personal Injury Trust Assets to the Talc Personal Injury Trust.
(b) Operations of the Debtors Between Confirmation and the Effective Date
The Debtors shall continue to operate as debtors and debtors-in-possession during the
period from the Confirmation Date through and until the Effective Date.
(c) Charter and Bylaws
From and after the Effective Date, each of the Reorganized North American Debtors shall
be governed pursuant to their respective Amended Charter Documents. The Amended Bylaws
and the Amended Certificates of Incorporation shall contain such provisions as are necessary to
satisfy the provisions of the Plan and, to the extent necessary to prohibit the issuance of non-voting
equity securities as required by section 1123(a)(6) of the Bankruptcy Code, subject to further
amendment of the Amended Charter Documents after the Effective Date, as permitted by
applicable law. On or prior to the Effective Date, ITA will change its name to Ivory America, Inc.,
ITV will change its name to Ivory Vermont, Inc. and ITC will change its name to Ivory Canada,
Inc.
From and after the Effective Date, Reorganized ITI shall continue to be governed pursuant
to its existing bylaws and certificate of incorporation.
(d) Corporate Action
On the Effective Date, the matters under the Plan involving or requiring corporate action
of the Debtors, including, but not limited to, actions requiring a vote of the boards of directors or
shareholders and execution of all documentation incident to the Plan, shall be deemed to have been
authorized by the Confirmation Order and to have occurred and be in effect from and after the
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Effective Date without any further action by the Bankruptcy Court or the officers or directors of
the Debtors.
(e) Surrender of Existing Equity Interests
The Plan provides that holders of Equity Interests in Class 6 shall be deemed to have
surrendered such Equity Interests and other documentation underlying such Equity Interests and
all such surrendered Equity Interests and other documentation shall be deemed to be canceled in
accordance with Article III of the Plan.
(f) Post-Effective Date Governance, Continued Existence of the Reorganized North

American Debtors, and the Reorganized North American Debtor Stock
On the Effective Date, after the Reserves have been funded and all Talc Personal Injury
Trust Assets have been transferred to the Talc Personal Injury Trust (as applicable): (a) all North
American Debtor Stock will be canceled, and (b) simultaneously with the cancellation of such
shares, the North American Debtors will issue the Reorganized North American Debtor Stock to
the Talc Personal Injury Trust.
Except as otherwise provided in the Plan or as may be provided in the Plan Supplement or
the Confirmation Order, each of the Reorganized North American Debtors shall continue their
existence as separate entities after the Effective Date, with all the powers thereof, pursuant to the
applicable law in the jurisdiction in which each Reorganized North American Debtor is
incorporated and pursuant to the Amended Charter Documents and any other formation documents
in effect following the Effective Date, and such documents are deemed to be adopted pursuant to
the Plan and require no further action or approval. Moreover, on the Effective Date, the officers
and directors of the Reorganized North American Debtors shall consist of the individuals that will
be identified in the Plan Supplement.
Except as otherwise provided in the Plan or any agreement, instrument, or other document
incorporated in the Plan or the Plan Supplement, on the Effective Date, all property in the
Reorganized North American Debtors’ Estates other than property constituting Talc Personal
Injury Trust Assets, including, but not limited to, all North American Debtor Causes of Action and
any property acquired by the North American Debtors pursuant to the Plan, shall vest in the
Reorganized North American Debtors, free and clear of all Claims, interests, Liens, other
Encumbrances, and liabilities of any kind. On and after the Effective Date, except as otherwise
provided in the Plan, the Reorganized North American Debtors may operate their businesses and
may use, acquire, or dispose of property and compromise or settle any Claims, interests, or North
American Debtor Causes of Action without supervision or approval by the Bankruptcy Court, or
notice to any other Entity, and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.
On the Effective Date, and if applicable, pursuant to sections 1141(b) and 1141(c) of the
Bankruptcy Code, all assets of the North American Debtors that constitute Talc Personal Injury
Trust Assets shall vest in the Talc Personal Injury Trust pursuant to the terms of the Plan. The
Talc Personal Injury Trust shall own such assets, as of the Effective Date, free and clear of all
Claims, interests, Liens, other Encumbrances, and liabilities of any kind.
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(g) Post-Effective Date Governance and Continued Existence of Reorganized ITI
On the Effective Date, Reorganized ITI shall remain a direct subsidiary of Mircal Italia and
all Equity Interests in ITI shall be reinstated. On the Effective Date, (i) Imerys S.A. and ITI shall
also issue the Talc PI Note to the Talc Personal Injury Trust, and (ii) Mircal Italia shall execute
the Talc PI Pledge Agreement.
Except as otherwise provided in the Plan or as may be provided in the Plan Supplement or
the Confirmation Order, Reorganized ITI shall continue to exist after the Effective Date as a
separate corporate entity from each of the Reorganized North American Debtors, with all the
powers thereof, pursuant to the applicable law in the jurisdiction in which Reorganized ITI is
incorporated and pursuant to its existing bylaws and certificate of incorporation and any other
formation documents in effect prior to the Petition Date, and such documents are deemed to be
adopted pursuant to the Plan and require no further action or approval.
In addition, except as otherwise provided in the Plan or any agreement, instrument, or other
document incorporated in the Plan or the Plan Supplement, on the Effective Date, all property in
ITI’s Estate, all ITI Causes of Action, and any property acquired by ITI pursuant to the Plan, shall
vest in Reorganized ITI, free and clear of all Claims, interests, Liens, other Encumbrances, and
liabilities of any kind. On and after the Effective Date, except as otherwise provided in the Plan,
Reorganized ITI may operate its business and may use, acquire, or dispose of property and
compromise or settle any Claims, interests, or ITI Causes of Action without supervision or
approval by the Bankruptcy Court, or notice to any other Entity, and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules.
(h) Imerys Settlement
(1) Compromise and Settlement of Claims
Pursuant to section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019 and
in consideration of the distributions and other benefits provided under the Plan, the provisions of
the Plan effect a compromise and settlement of all Imerys Released Claims against the Imerys
Protected Parties, and the Plan constitutes a request for the Bankruptcy Court to authorize and
approve the Imerys Settlement, to release all of the Imerys Released Claims, including, without
limitation, the Estate Causes of Action, against each of the Imerys Protected Parties.
As further described in this Disclosure Statement, the provisions of the Plan (including the
release and injunctive provisions contained in Article XII of the Plan) and the other documents
entered into in connection with the Plan constitute a good faith compromise and settlement among
the Plan Proponents of Claims and controversies among such parties. The Plan, including the
explanation set forth in this Disclosure Statement, shall be deemed a motion to approve the Imerys
Settlement and the good faith compromise and settlement of all of the Claims and controversies
described in the Plan pursuant to Bankruptcy Rule 9019, and entry of the Confirmation Order shall
constitute the Bankruptcy Court’s approval of the Imerys Settlement under section 1123 of the
Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that
the Imerys Settlement is fair, equitable, reasonable, and in the best interests of the Debtors and
their Estates. Entry of the Confirmation Order shall confirm the Bankruptcy Court’s approval, as
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of the Effective Date of the Plan, of all components of the Imerys Settlement and the Bankruptcy
Court’s finding that the Imerys Settlement is in the best interests of the Debtors, their respective
Estates, and is fair, equitable and reasonable.
Upon (i) satisfaction of all conditions of the Imerys Contribution in accordance with the
terms of the Plan, (ii) the funding of the Reserves from Cash on hand and/or the Imerys Cash
Contribution, and (iii) the transfer of the Talc Personal Injury Trust Assets to the Talc Personal
Injury Trust, the Plan shall be deemed to be substantially consummated, notwithstanding any
contingent obligations arising from the foregoing. For the avoidance of doubt, Imerys S.A.’s
satisfaction of the Imerys Contribution is on behalf of itself and the other Imerys Protected Parties.
(2) Imerys Contribution
Imerys Settlement Funds. On, prior to, or as soon as reasonably practicable after the
Effective Date, the Imerys Non-Debtors will contribute, or cause to be contributed, the Imerys
Settlement Funds to the Debtors or the Reorganized Debtors, as applicable, which the Debtors or
the Reorganized Debtors, as applicable, will contribute to the Talc Personal Injury Trust upon
receipt. For the avoidance of doubt, the proceeds from the Sale will be paid by the Buyer to the
North American Debtors or the Reorganized North American Debtors, as applicable, upon the
close of the Sale.
Imerys Cash Contribution. On or prior to the Effective Date, the Imerys Non-Debtors will
contribute, or cause to be contributed, the following to the Debtors or the Reorganized Debtors, as
applicable:
(i) the balance of the Intercompany Loan to fund administrative

expenses during the pendency of the Chapter 11 Cases, as well as certain of
the Reserves (with any remaining balance of the Intercompany Loan not
otherwise used to fund the Reserves or pay administrative expenses to be
contributed to the Talc Personal Injury Trust on or as soon as reasonably
practicable after the Effective Date);
(ii) $5 million (less any amounts already paid and noted in an

accounting to the Tort Claimants’ Committee and the FCR) for payment of
Allowed Claims in Class 3a through inclusion in the Reorganized North
American Debtor Cash Reserve or the Disputed Claims Reserve, as
applicable (with any remaining balance of the $5 million not otherwise used
to fund the Reorganized North American Debtor Cash Reserve or the
Disputed Claims Reserve, as applicable, to be contributed to the Talc
Personal Injury Trust on or as soon as reasonably practicable after the
Effective Date); and
(iii) the lesser of (x) $15 million and (y) fifty percent (50%) of the sum
of (I) any administrative expenses paid by the Debtors with the proceeds of
the DIP Facility plus (II) any administrative expenses paid by the Debtors
from the Sale Closing Date through the Effective Date plus (III) any
amounts necessary to fund all reserves, costs or expenses required in
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connection with the Debtors’ emergence from bankruptcy separate from the
Unsecured Claim Contribution; provided that if the Plan is confirmed before
June 25, 2021 and the Sale does not close before the Effective Date (such
that the DIP Facility Claims have been satisfied in full from the Sale
Proceeds and discharged in accordance with the DIP Loan Documents),
then (A) the outstanding principal amount of any DIP Loans (excluding any
PIK Interest (as defined in the DIP Loan Documents)) shall be applied as a
dollar-for-dollar reduction of the amount of the Contingent Contribution
required to be contributed by Imerys S.A. to the Debtors or the Reorganized
Debtors (in an amount not to exceed $15,000,000), and (B) the remaining
outstanding principal amount of any DIP Loans (excluding any PIK
Interest), after giving effect to the application in clause (A) above, shall be
applied as a dollar-for dollar reduction of the $75 million in Cash that is part
of the Imerys Settlement Funds.
Talc Trust Contribution. On or prior to the Effective Date, the Imerys Non-Debtors have
agreed to contribute, or cause to be contributed, the following to the Talc Personal Injury Trust:
(i) rights and interests of the Imerys Non-Debtors to the proceeds of the
Shared Talc Insurance Policies and all rights against third parties held by
the Imerys Non-Debtors relating to Talc Personal Injury Claims, including
any related indemnification rights, which for the avoidance of doubt include
the J&J Indemnification Obligations, each of which is to be identified in the
Plan Supplement; and
(ii) the Talc PI Pledge Agreement.
Additional Contribution. On or prior to the Effective Date, the Imerys Non-Debtors have
agreed to take the following actions:
(i) waive all Non-Debtor Intercompany Claims against the Debtors;

and
(ii) unless otherwise assumed by the Buyer, assume any Pension

Liabilities of the North American Debtors through and after the Effective
Date of the Plan.
(3) Cooperation Agreement
The Debtors, the Imerys Non-Debtors, and the Talc Personal Injury Trust shall enter into
the Cooperation Agreement, which shall be included in the Plan Supplement.
(i) Rio Tinto/Zurich Settlement
in consideration of the Rio Tinto/Zurich Contribution and other benefits provided pursuant to the
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Rio Tinto/Zurich Settlement, the provisions of the Plan effect a compromise and settlement of all
Rio Tinto/Zurich Released Claims against the Rio Tinto Protected Parties and the Zurich Protected
Parties as provided in Section 12.2.1(c) of the Plan, and the Plan constitutes a request for the
Bankruptcy Court to authorize and approve the Rio Tinto/Zurich Settlement and to release all of
the Rio Tinto/Zurich Released Claims as provided in Section 12.2.1(c) of the Plan.
The provisions of the Plan (including the release and injunctive provisions contained in
Article XII of the Plan) and the other documents entered into in connection with the Plan constitute
a good faith compromise and settlement among: (i) Rio Tinto, on behalf of itself and the Rio Tinto
Captive Insurers, and for the benefit of the Rio Tinto Protected Parties, and Zurich, on behalf of
itself and for the benefit of the Zurich Protected Parties, on the one hand, and (ii) the Debtors, on
the other hand, and consented to by the Tort Claimants’ Committee and the FCR, of claims and
controversies among such parties. The Plan, including the explanation set forth in this Disclosure
Statement, shall be deemed a motion to approve the Rio Tinto/Zurich Settlement, including the
Rio Tinto/Zurich Settlement Agreement, and the good faith compromise and settlement of all of
the claims and controversies described in the Plan pursuant to Bankruptcy Rule 9019, and entry of
the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Rio Tinto/Zurich
Settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a
finding by the Bankruptcy Court that the Rio Tinto/Zurich Settlement is (i) fair, equitable,
reasonable, and in the best interests of the Debtors and their Estates and (ii) fair and equitable with
respect to the persons who might subsequently assert Talc Personal Injury Demands, in light of
the benefits provided, or to be provided, to the Talc Personal Injury Trust by and on behalf of the
Rio Tinto Protected Parties and the Zurich Protected Parties.
(2) Rio Tinto/Zurich Settlement Contributions
Rio Tinto/Zurich Contribution. Rio Tinto and Zurich will make the following
contributions, on behalf of themselves and (in the case of Rio Tinto) on behalf of the Rio Tinto
Captive Insurers and for the benefit of the Rio Tinto Protected Parties and (in the case of Zurich)
for the benefit of the Zurich Protected Parties, to the Talc Personal Injury Trust, to be used for the
payment of Talc Personal Injury Claims in accordance with the Trust Distribution Procedures and
the Talc Personal Injury Trust Agreement:
(i) Zurich Cash Contribution. On or prior to the date that is

thirty (30) days after the Rio Tinto/Zurich Trigger Date, Zurich will
contribute, or cause to be contributed, $260 million in Cash to the Talc
Personal Injury Trust (the “Zurich Cash Contribution”).
(ii) Rio Tinto Cash Contribution. On or prior to the date that is

fourteen (14) days after the Rio Tinto/Zurich Trigger Date, Rio Tinto will
Personal Injury Trust (the “Rio Tinto Cash Contribution”).
(iii) Rio Tinto/Zurich Credit Contribution. On the Rio

Tinto/Zurich Trigger Date, or as soon as reasonably practicable thereafter
(not to exceed three (3) Business Days), the appropriate Rio Tinto Corporate
Parties and the appropriate Zurich Corporate Parties shall each execute and
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deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to

the Talc Personal Injury Trust, an assignment to the Talc Personal Injury
Trust of (i) all of their rights to or claims for indemnification, contribution
(whether via any “other insurance” clauses or otherwise), or subrogation
against any Person relating to the payment or defense of any Talc Personal
Injury Claim or any past talc-related claim against the Debtors prior to the
Effective Date (the “Credits”), and (ii) all of their other rights to or claims
clauses or otherwise), or subrogation against any Person relating to any Talc
Personal Injury Claim (the “Future Credits”) (together, (i) and (ii), the
“Rio Tinto/Zurich Credit Contribution”), provided, however, that any
such claims for Credits or Future Credits against a Protected Party shall be
subject to the Channeling Injunction, and nothing in the Plan shall impact
the injunctions and releases otherwise inuring to the benefit of the Protected
Parties under the terms of the Plan. Notwithstanding anything else
contained in Section 10.9.2.1(c) of the Plan, the Rio Tinto Corporate Parties
and the Zurich Corporate Parties shall retain, and shall not transfer to the
Talc Personal Injury Trust, all rights of the Rio Tinto Corporate Parties and
the Zurich Corporate Parties against their reinsurers and/or
retrocessionaires, in their capacity as such.
(3) Rio Tinto/Zurich Settlement Agreement
Pursuant to the Rio Tinto/Zurich Settlement Agreement, Zurich will acquire any and all
rights of the Debtors in the Zurich Policies, free and clear of any right, title, or interest of any other
Entity, pursuant to sections 363(b) and 363(f) of the Bankruptcy Code. Further, the Rio Tinto
Captive Insurers will acquire any and all rights of the Debtors in the Rio Tinto Captive Insurer
Policies, free and clear of any right, title, or interest of any other Entity, pursuant to sections 363(b)
and 363(f) of the Bankruptcy Code.
Confirmation of the Plan will constitute approval of the Rio Tinto/Zurich Settlement
Agreement pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019 and a
finding that the Rio Tinto Captive Insurers and Zurich are good-faith purchasers entitled to the
protections of section 363(m) of the Bankruptcy Code.
For the avoidance of doubt, the Plan Proponents, on the one hand, and Rio Tinto and
Zurich, on the other hand, acknowledge that the Zurich Policies in effect from May 2001 through
May 2008 are exhausted.
(4) Withdrawal of Claims
On the Rio Tinto/Zurich Trigger Date, any and all Claims that the Rio Tinto Corporate
Parties or the Zurich Corporate Parties have asserted or that have been asserted on their behalf in
the Chapter 11 Cases shall be deemed withdrawn with prejudice. Further, the Rio Tinto Protected
Parties and the Zurich Protected Parties shall not file or assert any additional Claims against any
of the Debtors arising from any Debtor’s conduct prior to the Confirmation Date.
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(5) Cooperation
Rio Tinto and Zurich shall use reasonable efforts to assist and cooperate with the Talc
Personal Injury Trust, Talc Trustees, Talc Trust Advisory Committee, and FCR to pursue the
Credits as set forth in the Rio Tinto/Zurich Settlement Agreement.
(6) Releases and Injunctions
Notwithstanding anything to the contrary set forth in the Plan or elsewhere, the Injunctions
and the releases contained in Article XII of the Plan shall not be effective as to the Rio Tinto
Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties (as applicable)
until the Rio Tinto/Zurich Contribution has been made to the Talc Personal Injury Trust in
accordance with Section 10.9.2.1 of the Plan.
(j) Cyprus Settlement
(1) Conditions to Effectiveness of the Cyprus Settlement and the Cyprus

Contribution
The Cyprus Settlement shall not be effective and binding upon the Debtors, the Cyprus
Parties, the Tort Claimants’ Committee, or the FCR unless each of the following conditions has
been satisfied or waived by the Debtors, the Tort Claimants’ Committee, the FCR, and the Cyprus
Parties, as applicable:
(i) the Bankruptcy Court enters the Section 105 Injunction by

February 28, 2021;
(ii) approval by the Bankruptcy Court of the Plan, including

approval of the Cyprus Settlement, by June 30, 2021;
(iii) approval by a bankruptcy court of the Cyprus Mines Plan,

including approval of the Cyprus Settlement, by September 30, 2021;
(iv) the Affirmation Order shall have been entered by the District
Court with respect to the Plan and shall have become a Final Order;
(v) an affirmation order shall have been entered by the District

Court with respect to the Cyprus Mines Plan and shall have become a Final
Order; and
(vi) satisfaction of other conditions precedent set forth in

Section 9.2 of the Plan, as well as substantially similar conditions in the
Cyprus Mines Plan.
in consideration of the Cyprus Contribution and other benefits provided pursuant to the Cyprus
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Settlement, the provisions of the Plan effect a compromise and settlement of all Cyprus Released
Claims against the Cyprus Protected Parties as provided in Section 12.2.1(d) of the Plan, and the
Plan constitutes a request for the Bankruptcy Court to authorize and approve the Cyprus Settlement
and to release all of the Cyprus Released Claims as provided in Section 12.2.1(d) of the Plan.
The provisions of the Plan (including the release and injunctive provisions contained in
Article XII of the Plan) and the other documents entered into in connection with the Plan constitute
a good faith compromise and settlement between and among: (i) Cyprus Mines, CAMC, and
Freeport on behalf of themselves and for the benefit of the Cyprus Protected Parties, (ii) the
Debtors and their Estates, (iii) the Tort Claimants’ Committee, and (iv) the FCR of claims and
controversies between and among such parties, including, without limitation, all Estate Causes of
Action against any Cyprus Protected Party based on theories of veil-piercing, successor liability,
alter ego, conspiracy, or any other theory that could be asserted by the Debtors’ Estates. The Plan,
including the explanation set forth in the Disclosure Statement, shall be deemed a motion to
approve the Cyprus Settlement, including the Cyprus Settlement Agreement, and the good faith
compromise and settlement of all of the claims and controversies described in the Plan pursuant to
Bankruptcy Rule 9019, and entry of the Confirmation Order shall constitute the Bankruptcy
Court’s approval of the Cyprus Settlement under section 1123 of the Bankruptcy Code and
Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that the Cyprus Settlement is
(i) fair, equitable, reasonable, and in the best interests of the Debtors and their Estates and (ii) fair
and equitable with respect to the persons who might subsequently assert Talc Personal Injury
Demands, in light of the benefits provided, or to be provided, to the Talc Personal Injury Trust by
and on behalf of the Cyprus Protected Parties.
For the avoidance of doubt, none of (i) the Bankruptcy Court’s approval of the Plan or the
Plan Documents, (ii) the Confirmation Order or any findings and conclusions entered with respect
to confirmation, nor (iii) any estimation or valuation of any Claims, either individually or in the
aggregate in the Chapter 11 Cases shall, absent occurrence of the Cyprus Trigger Date, affect or
impair any Cyprus Protected Party’s rights, causes of action or claims against J&J, including any
J&J Indemnification Obligations held by any Cyprus Protected Parties.
(3) Cyprus Document Access Agreement
On the Cyprus Trigger Date, Cyprus Mines, CAMC, and the Talc Personal Injury Trust
shall enter into a document access agreement as described in the Cyprus Settlement Agreement.
(4) Cyprus Cooperation
As more fully described in the Cyprus Settlement Agreement, the Cyprus Protected Parties
shall assist and cooperate with the Talc Personal Injury Trust as may be reasonably necessary for
the pursuit of coverage under the Cyprus Talc Insurance Policies, including with respect to the
California Coverage Action. Such assistance shall include, but not be limited to, using
commercially reasonable efforts to provide all information and documentation reasonably
necessary to assert all rights under the Cyprus Talc Insurance Policies including: (a) non-privileged
communications with the insurers regarding the Cyprus Talc Insurance Policies; (b) documents
sufficient to show, and proof of, all amounts paid under the Cyprus Talc Insurance Policies,
including for defense costs, judgments, or settlements of claims; and (c) non-privileged
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communications with other third parties relating to the Cyprus Talc Insurance Policies, any rights
thereunder, or any claims or defenses related thereto. For the avoidance of doubt, nothing in
Section 10.10.4 of the Plan shall require any of the Cyprus Protected Parties to take any action that
would expose them to liability, including for breach of confidentiality obligations.
(5) Cyprus Contribution
Subject to the terms of the Cyprus Mines Plan and the Cyprus Settlement Agreement, and
subject to the occurrence of the Cyprus Trigger Date, the Cyprus Protected Parties will make the
following contributions (the “Cyprus Contribution”) to the Talc Personal Injury Trust, to be used
for the payment of Talc Personal Injury Claims in accordance with the Trust Distribution
Procedures and the Talc Personal Injury Trust Agreement:
(i) Cash Payments from CAMC. Pursuant to an unsecured

seven-year promissory note, issued by CAMC for and on behalf of itself,
Cyprus Mines, and all other Cyprus Protected Parties, in favor of the Talc
Personal Injury Trust, with a stated principal amount of $130 million as of
the Cyprus Trigger Date, CAMC will pay a total of $130 million to the Talc
Personal Injury Trust via wire transfers in seven installments (the “CAMC
Cash Payments”). The first three payments shall each consist of $21.67
million and shall total $65 million. The next four payments shall each
consist of $16.25 million and shall total $65 million. Each payment shall
be made no later than as set forth in the following schedule:
• Within thirty (30) days after the Cyprus Trigger Date: $21.67
million (the “First Installment”);
• 1 year anniversary of the First Installment: $21.67 million;
• 5 year anniversary of the First Installment: $16.25 million; and
• 6 year anniversary of the First Installment: $16.25 million.
(ii) Freeport Guarantee. Freeport shall provide a guarantee of

the CAMC Cash Payments, and shall be subject to a minimum liquidity
covenant of not less than $500 million tested as of the end of each of its
fiscal quarters. If Freeport fails to meet such covenant in respect of any
fiscal quarter before CAMC has paid the $130 million in full, Freeport will
post security in favor of the Talc Personal Injury Trust in respect of the
Cyprus Parties’ obligations under Section 10.10.5(a) of the Plan in the form
of a performance bond, letter of credit, or other similar instrument for all
remaining cash payments. For purposes of Section 10.10.5(b) of the Plan,
“liquidity” means the sum of unrestricted cash of Freeport and its
consolidated subsidiaries as of the applicable test date, plus availability
under Freeport’s revolving credit facilities at such time.
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(iii) Insurance and Other Rights. Upon the occurrence of the

Cyprus Trigger Date, and in accordance with the terms of the Cyprus
Settlement Agreement: (I) the Cyprus Protected Parties will assign the
Cyprus Talc Insurance Policy Rights to the Talc Personal Injury Trust; and
(II) the Talc Personal Injury Trust will assume all present and future
obligations associated with recovering proceeds under the Cyprus Talc
Insurance Policies; provided that solely to the extent that the Talc Personal
Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound
by the PDC Agreement, the Talc Personal Injury Trust shall abide by the
terms of the PDC Agreement; provided further that unless otherwise stated
in the Plan or the Cyprus Settlement Agreement, such obligations shall not
include any obligations undertaken by any Cyprus Protected Party in any
settlement agreement or other contract compromising or releasing any
rights under any Cyprus Talc Insurance Policy.
(iv) Indemnification, Contribution, and Subrogation Rights.

Upon the occurrence of the Cyprus Trigger Date, and in accordance with
the terms of the Cyprus Settlement Agreement, the appropriate Cyprus
Protected Parties shall each execute and deliver to the Talc Personal Injury
Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an
assignment to the Talc Personal Injury Trust of: (i) all of their rights to or
claims for indemnification, contribution (whether via any “other insurance”
relating to the payment or defense of any Talc Personal Injury Claim or
other past talc-related claim channeled to the Talc Personal Injury Trust
prior to the Cyprus Trigger Date, and (ii) all of their rights to or claims for
otherwise), reimbursement, or subrogation against any Person relating to
any other Talc Personal Injury Claim or other claims channeled to the Talc
Personal Injury Trust; provided, however, that the assertion of the Cyprus
Credits or Cyprus Future Credits against a Protected Party shall be subject
to the Channeling Injunction and nothing herein shall impact the injunctions
and releases otherwise inuring to the benefit of the Cyprus Protected Parties
under the terms of the Plan or the Cyprus Mines Plan; provided further that,
for the avoidance of doubt, the foregoing shall not include, and the
assignment of such rights shall not impair, the rights of any Talc Insurance
Company.
(6) Dismissal of Actions, Stays of Proceedings, and Release of Claims
On and after December 22, 2020, (a) the Cyprus Protected Parties shall stay and cease
prosecuting all adversary proceedings, proofs of claim, objections, discovery demands and
discovery disputes, and any other litigation against the Debtors, the Tort Claimants’ Committee,
and the FCR, and (b) the Debtors, the Tort Claimants’ Committee, and the FCR shall stay and
cease prosecuting all adversary proceedings, proofs of claim, objections, discovery demands and
discovery disputes, and any other litigation against the Cyprus Protected Parties; provided that the
Debtors shall be permitted to file a proof of claim in the Cyprus Mines Bankruptcy solely to
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preserve their rights pending the Cyprus Trigger Date; provided further that, for the avoidance of
doubt, the filing of the Plan shall not stay, delay, or otherwise prevent the adjudication of any
adversary proceedings or claims of the Cyprus Protected Parties against J&J.
Upon occurrence of the Cyprus Trigger Date, (a) the Cyprus Protected Parties shall release,
dismiss and withdraw all claims against the Debtors, the Tort Claimants’ Committee, and the FCR
directly or indirectly arising out of, with respect to, or in any way relating to any Talc Personal
Injury Claim, including without limitation all indemnity claims, and (b) the Debtors, the Tort
Claimants’ Committee, and the FCR shall release, dismiss and withdraw all claims against Cyprus
Mines and the Cyprus Protected Parties directly or indirectly arising out of, with respect to, or in
any way relating to any Talc Personal Injury Claim, including without limitation all indemnity
claims. For the avoidance of doubt, the foregoing dismissals and withdrawals shall be without
prejudice to re-filing, and all releases shall be void and all released claims may be reinstated, if
and only if the Affirmation Order or the affirmation order in the Cyprus Mines Bankruptcy is
successfully challenged on appeal.
Solely in the event the conditions to effectiveness described in Section 10.10.1 of the Plan
do not occur and are not waived, the stay in Section 10.10.6.1 of the Plan shall be lifted and the
Cyprus Protected Parties, on the one hand, and the Debtors, on the other hand: (a) shall be fully
entitled to prosecute and seek recovery on all claims against one another, including under the Trust
Distribution Procedures (as applicable), and in the interim may take any necessary action to avoid
forfeitures or waivers of such claims; and (b) may opt out of any consensual release in the
respective plans.
In no event shall any party be deemed to have released any other party for breach of
agreements adopted pursuant to the Cyprus Settlement.
(7) Releases and Injunctions
The Injunctions and the releases contained in Article XII of the Plan shall not be effective
as to the Cyprus Protected Parties until the Cyprus Trigger Date.
Pursuant to the Cyprus Settlement, the Cyprus Mines Plan will protect the Debtors with
releases and injunctions substantially equivalent to those received by the Cyprus Parties under the
terms of the Plan, which shall be effective as of the Cyprus Trigger Date.
The releases and Injunctions contained in the Plan and the Confirmation Order with respect
to the Cyprus Protected Parties shall dissolve immediately should any of the CAMC Cash
Payments (or, pursuant to the guarantee, any payments from Freeport) not be received by the Talc
Personal Injury Trust within thirty (30) days of a true and accurate written notice from the Talc
Personal Injury Trust to CAMC and Freeport that such payment was due and not made by the
deadline set forth in Section 10.10.5(a) of the Plan.
(8) Form of Certain Documents
The plan of reorganization shall be in form and substance acceptable to CAMC and Cyprus
Mines, respectively and as applicable, with respect to any provision that is material to CAMC’s or
Cyprus Mines’ rights and obligations in connection with the Cyprus Settlement.
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The Affirmation Order and the Confirmation Order shall be in form and substance
acceptable to CAMC and Cyprus Mines, respectively and as applicable, with respect to any
provision that is material to CAMC’s or Cyprus Mines’ rights and obligations in connection with
the Cyprus Settlement.
The Cyprus Mines Plan, proposed confirmation order and proposed affirmation order shall
be in form and substance acceptable to the Debtors and the Imerys Plan Proponents, respectively
and as applicable, with respect to any provision that is material to the Debtors’ or the Imerys Plan
Proponents’ rights and obligations in connection with the Cyprus Settlement.
(9) Allocation of the Cyprus Contribution
The Tort Claimants’ Committee has proposed the following allocation of the Cyprus
Contribution after extensive internal deliberations: (a) 55% will be allocated to Mesothelioma
Claimants; and (b) 45% will be allocated to Ovarian Cancer Claimants. As between the Ovarian
Cancer Claimants, 30.15% of the Cyprus Contribution will be allocated to and become part of
Fund A and 14.85% of the Cyprus Contribution will become part of Fund C. The FCR continues
to examine the proposed allocation. Solely for purposes of this negotiated allocation, the Cyprus
Contribution is deemed to include all rights and obligations under the Cyprus Talc Insurance
Policies. For the avoidance of doubt, nothing in the Plan Documents shall be interpreted as an
admission, or adjudication on the merits of any disputed issue related to the Cyprus Talc Insurance
Policies, including, but not limited to, the disputed rights at issue in the Cyprus Insurance
Adversary Proceeding.
Consummation of the proposed allocation of the Cyprus Contribution remains subject to:
(i) approval of any tort claimants’ committee to be appointed in the Cyprus Mines Bankruptcy;
(ii) approval of any future claimants’ representative to be appointed in the Cyprus Mines
Bankruptcy; (iii) approval by the Bankruptcy Court in the Debtors’ Chapter 11 Cases; (iv) approval
by the bankruptcy court in the Cyprus Mines Bankruptcy; (v) the Effective Date; and (vi) the
Cyprus Trigger Date.
The final allocation will be served on any party that has filed an appearance requesting
notices in the Chapter 11 Cases and any party that receives a Ballot to vote in the Chapter 11 Cases.
The Trust Distribution Procedures may be amended as appropriate to address the Cyprus
Contribution and the Cyprus Mines Plan, as set forth in footnote 1 therein.
Capitalized terms used in Section 10.10.9 of the Plan and not otherwise defined therein,
have the meanings ascribed to them in the Trust Distribution Procedures.
(k) Good Faith Compromise and Settlement
The Plan (including its incorporation of the Imerys Settlement, the Rio Tinto/Zurich
Settlement, and the Cyprus Settlement), the Plan Documents, and the Confirmation Order
constitute a good faith compromise and settlement of Claims and controversies based upon the
unique circumstances of these Chapter 11 Cases, and none of the foregoing documents, the
Disclosure Statement, or any other papers filed in furtherance of Plan Confirmation, nor any drafts
of such documents, may be offered into evidence or deemed as an admission in any context
whatsoever beyond the purposes of the Plan, in any other litigation or proceeding, except as
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necessary, and as admissible in such context, to enforce their terms before the Bankruptcy Court
or any other court of competent jurisdiction. The Plan, the Imerys Settlement, the Plan Documents,
and the Confirmation Order will be binding as to the matters and issues described therein, but will
not be binding with respect to similar matters or issues that might arise in any other litigation or
proceeding in which none of the Debtors, the Reorganized Debtors, the Imerys Protected Parties,
or the Talc Personal Injury Trust is a party. The Plan, the Rio Tinto/Zurich Settlement, the Cyprus
Settlement, the Plan Documents, and the Confirmation Order will be binding as to the matters and
issues described therein, but will not be binding with respect to similar matters or issues that might
arise in any other litigation or proceeding in which none of the Debtors, the Reorganized Debtors,
the Rio Tinto Protected Parties, the Zurich Protected Parties, the Cyprus Protected Parties, or the
Talc Personal Injury Trust is a party.
(l) Resolution of Talc Personal Injury Claims
Talc Personal Injury Claims shall be channeled to and resolved by the Talc Personal Injury
Trust in accordance with the Trust Distribution Procedures, as applicable, subject to: (a) the right
of any Talc Insurance Company to raise any valid Talc Insurer Coverage Defense in response to a
demand by the Talc Personal Injury Trust that such insurer handle, defend, or pay any such claim;
and (b) the right of J&J, as indemnitor, to raise any valid J&J Indemnification Defense in response
to a demand by the Talc Personal Injury Trust that J&J handle, defend, or pay any such claim.
(m) Sources of Consideration for Plan Distributions
(1) North American Debtor Claims
All Cash consideration necessary for payments or distributions on account of the North
American Debtor Claims shall be obtained from (i) the Cash on hand of the North American
Debtors on the Effective Date, including Cash derived from business operations, (ii) the Sale
Proceeds, and (iii) the Imerys Cash Contribution.
(2) Talc Personal Injury Claims
All Cash consideration necessary for payments or distributions on account of Talc Personal
Injury Claims shall be obtained from (i) the Cash on hand of the North American Debtors on the
Effective Date, including Cash derived from business operations, other than the Cash placed in the
Reserves, if any, (ii) the Imerys Settlement Funds, (iii) the amount of the Imerys Cash
Contribution, after such funds have been disbursed in accordance with Section 10.8.2 of the Plan;
(iv) all Cash remaining in the Reserves, if applicable, as set forth in Section 10.14 of the Plan;
(v) all proceeds from the Talc Personal Injury Trust Assets; (vi) the Rio Tinto/Zurich Contribution;
and (vii) the Cyprus Contribution upon the occurrence of the Cyprus Trigger Date.
(3) ITI Claims
All Cash consideration necessary for payments or distributions under the Plan on account
of ITI Claims, for the avoidance of doubt, other than Talc Personal Injury Claims, shall be obtained
from the Cash on hand at Reorganized ITI.
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(4) Transfer of Funds Between the North American Debtors
The North American Debtors will be entitled to transfer funds between and among
themselves as they determine to be necessary or appropriate to enable them to satisfy their
obligations under the Plan; provided that any transfer of funds from ITC to another North
American Debtor shall be subject to review by the Information Officer. Except as set forth therein,
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.
(5) Funding by the Talc Personal Injury Trust
The Talc Personal Injury Trust shall have no obligation to fund costs and expenses other
than those set forth in the Plan and/or the Talc Personal Injury Trust Documents, as applicable.
(n) Transfer of Remaining North American Debtors’ Assets to the Talc Personal Injury
Trust
After (i) all Disputed Claims against the North American Debtors have been resolved, and
(ii) all Distributions required to be made by the Reorganized North American Debtors under the
Plan have been made, all Cash remaining in the Disputed Claims Reserve shall be disbursed to the
Talc Personal Injury Trust, in accordance with Section 7.10 of the Plan.
Upon the final resolution of all Claims against and obligations of the Reorganized North
American Debtors, all Cash remaining in the Reorganized North American Debtor Cash Reserve
shall be disbursed to the Talc Personal Injury Trust.
Any remaining balance in the Fee Claim Reserve and the Administrative Claim Reserve
shall be disbursed to the Talc Personal Injury Trust subject to and in accordance with Sections 2.1
and 2.3 of the Plan.
(o) Modification of the Plan
To the extent permissible under section 1127 of the Bankruptcy Code, any proposed
amendments to or modifications of the Plan under section 1127 of the Bankruptcy Code or as
otherwise permitted by law will be submitted jointly by the Plan Proponents, without additional
disclosure pursuant to section 1125 of the Bankruptcy Code at any time prior to substantial
consummation of the Plan, unless section 1127 of the Bankruptcy Code requires additional
disclosure; provided that no such amendment or modification of the Plan that adversely affects the
rights or obligations of the Cyprus Protected Parties or the Rio Tinto Protected Parties, as
applicable, shall be permitted hereunder without the prior written consent of CAMC, Cyprus
Mines, or Rio Tinto, as applicable. To the extent permissible under section 1127(b) of the
Bankruptcy Code, following substantial consummation of the Plan, the Reorganized Debtors may
remedy any defects or omissions or reconcile any inconsistencies in the Plan Documents for the
purpose of implementing the Plan in such manner as may be necessary to carry out the purposes
and intent of the Plan, so long as (a) the interests of the holders of Allowed Claims are not adversely
affected thereby; (b) any such modifications are non-material; (c) the Tort Claimants’ Committee
and the FCR or, following the Effective Date, the Talc Trust Advisory Committee and the FCR
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consent; (d) Imerys S.A. consents; and (e) the United States Trustee does not object, unless such
objection is overruled by the Bankruptcy Court. Post-Effective Date, any holder of a Claim or
Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan as amended,
modified or supplemented pursuant to Section 10.15 of the Plan, unless the Bankruptcy Court rules
otherwise.
(p) Revocation or Withdrawal of the Plan
The Debtors, with the consent of each of the other Plan Proponents, reserve the right to
revoke and withdraw the Plan prior to entry of the Confirmation Order. If the Debtors, with the
consent of each of the other Plan Proponents, revoke or withdraw the Plan, the Plan shall be
deemed null and void and nothing contained in the Plan shall be deemed to constitute a waiver or
release of any Claims by or against such Debtor, or any other Entity (including the Plan
Proponents), or to prejudice in any manner the rights of such Debtor, or such Entity (including the
Plan Proponents) in any further proceedings involving such Debtor until the occurrence of the
Effective Date. For the avoidance of doubt, unless and until the Plan is confirmed and the Effective
Date occurs, the Plan will have no force or effect.
(q) Certain Technical Modifications
Prior to the Effective Date, the Plan Proponents collectively may make appropriate
technical adjustments and modifications to the Plan without further order or approval of the
Bankruptcy Court, to the extent permissible under section 1127 of the Bankruptcy Code; provided,
however, that such technical adjustments and modifications do not adversely affect in a material
way the rights or protections of the Protected Parties or the treatment of holders of Claims or
Equity Interests under the Plan.
7.7 Effect of Confirmation
(a) Preservation of Certain Estate Causes of Action
In accordance with section 1123(b) of the Bankruptcy Code, and except where such Estate
Causes of Action have been expressly released, the Reorganized Debtors shall retain and may
enforce all rights to commence and pursue, as appropriate, any and all Non-Talc Causes of Action,
whether arising before or after the Petition Date. Each Reorganized Debtor’s right to commence,
prosecute or settle such Non-Talc Causes of Action shall be preserved notwithstanding the
occurrence of the Effective Date. The Reorganized Debtors may pursue the Non-Talc 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, the Plan Supplement,
or this Disclosure Statement to any Non-Talc Cause of Action against them as any indication that
the Reorganized Debtors will not pursue the Non-Talc Causes of Action. The Reorganized
Debtors expressly reserve all rights to prosecute any and all Non-Talc Causes of Action, except as
otherwise expressly provided in the Plan. Unless any of the Non-Talc 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 such Non-Talc
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,
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equitable or otherwise), or laches, shall apply to such Non-Talc Causes of Action as a consequence
of the Confirmation of the Plan.
Upon the Effective Date, the Reorganized Debtors shall retain and enforce all defenses and
counterclaims to all Claims that were or could have been asserted against the Debtors, respectively,
or their respective Estates, including, but not limited to, setoff, recoupment and any rights under
section 502(d) of the Bankruptcy Code. On or after the Effective Date, the Reorganized Debtors
may pursue, settle or withdraw, without Bankruptcy Court approval, such claims, rights, or causes
of action (other than the Talc Personal Injury Trust Causes of Action) as they determine in
accordance with their best interests.
(b) Preservation of Talc Personal Injury Trust Causes of Action
On the Effective Date, all Talc Personal Injury Trust Causes of Action shall be transferred
to and vested in the Talc Personal Injury Trust. Except as otherwise provided in the Plan or the
Confirmation Order, the Talc Personal Injury Trust shall retain and enforce, as the appointed estate
representative in accordance with section 1123(b) of the Bankruptcy Code, all Talc Personal Injury
Trust Causes of Action, including, but not limited to, setoff, recoupment, and any rights under
section 502(d) of the Bankruptcy Code. The transfer of the Talc Personal Injury Trust Causes of
Action to the Talc Personal Injury Trust, insofar as they relate to the ability to defend against or
reduce the amount of Talc Personal Injury Claims, shall be considered the transfer of a non-
exclusive right enabling the Talc Personal Injury Trust to defend itself against asserted Talc
Personal Injury Claims, which transfer shall not impair, affect, alter, or modify the right of any
Person, including without limitation, the Imerys Protected Parties, the Rio Tinto Protected Parties,
the Zurich Protected Parties, the Cyprus Protected Parties, an insurer or alleged insurer, or co-
obligor or alleged co-obligor, sued on account of a Talc Personal Injury Claim, to assert each and
every defense or basis for claim reduction such Person could have asserted had the Talc Personal
Injury Trust Causes of Action not been assigned to the Talc Personal Injury Trust.
(c) Talc Insurance Actions
Any Talc Insurance Action, or the claims and causes of action asserted or to be asserted
therein, shall be preserved for the benefit of the Talc Personal Injury Trust, for prosecution by the
applicable Debtor(s) until the Effective Date subject to the consent of the FCR and the Tort
Claimants’ Committee, which shall not be unreasonably withheld. As of the Effective Date, such
Talc Insurance Actions along with the rights and obligations of the Debtors and the Reorganized
Debtors, as applicable, and the Non-Debtor Affiliates with respect to the Talc Insurance Policies
and claims thereunder shall exclusively vest in the Talc Personal Injury Trust in accordance with
section 1123(a)(5)(B) of the Bankruptcy Code, and the Talc Personal Injury Trust shall retain and
enforce as the appointed estate representative in accordance with section 1123(b)(3)(B) of the
Bankruptcy Code all such Talc Insurance Actions. Such Talc Insurance Actions shall be free and
clear of all Liens, security interests, and other Claims or causes of action, except for Talc Insurer
Coverage Defenses. Upon vesting in the Talc Personal Injury Trust, the prosecution of the Talc
Insurance Actions shall be governed by the Talc Personal Injury Trust Documents.
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(d) Insurance Provisions
The provisions of Section 11.4 of the Plan shall apply to all Entities (including, without
limitation, all Talc Insurance Companies).
Except as provided in the Rio Tinto/Zurich Settlement and any Talc Insurance Settlement
Agreement, nothing contained in the Plan, the Plan Documents, or the Confirmation Order,
including any provision that purports to be preemptory or supervening, shall in any way operate
to, or have the effect of, impairing, altering, supplementing, changing, expanding, decreasing, or
modifying (a) the rights or obligations of any Talc Insurance Company; (b) any rights or
obligations of the Debtors arising out of or under any Talc Insurance Policy; or (c) any rights or
obligations of J&J arising out of or under any Talc Insurance Policy (if any). For all issues relating
to insurance coverage allegedly provided by the Zurich Corporate Parties or the Rio Tinto Captive
Insurers, the provisions, terms, conditions, and limitations of the Rio Tinto/Zurich Settlement shall
control. For all other issues relating to insurance coverage, the provisions, terms, conditions, and
limitations of the Talc Insurance Policies or applicable Talc Insurance CIP Agreements or Talc
Insurance Settlement Agreements shall control. For the avoidance of doubt, nothing contained in
the Plan, the Plan Documents, or the Confirmation Order shall operate to require any Talc
Insurance Company to indemnify or pay the liability of any Protected Party that it would not have
been required to pay in the absence of the Plan.
The Plan, the Plan Documents, and the Confirmation Order shall be binding on the Debtors,
the Reorganized Debtors, and the Talc Personal Injury Trust. The obligations, if any, of the Talc
Personal Injury Trust to pay holders of Talc Personal Injury Claims shall be determined pursuant
to the Plan and the Plan Documents. Except as provided in Section 11.4.1.4 of the Plan, none of
(a) the Bankruptcy Court’s approval of the Plan or the Plan Documents, (b) the Confirmation Order
or any findings and conclusions entered with respect to Confirmation, nor (c) any estimation or
valuation of Talc Personal Injury Claims, either individually or in the aggregate (including, without
limitation, any agreement as to the valuation of Talc Personal Injury Claims) in the Chapter 11
Cases shall, with respect to any Talc Insurance Company, constitute a trial or hearing on the merits
or an adjudication or judgment, or accelerate the obligations, if any, of any Talc Insurance
Company under its Talc Insurance Policies.
No provision of the Plan, other than those provisions contained in the applicable
Injunctions set forth in Article XII of the Plan, shall be interpreted to affect or limit the protections
afforded to any Settling Talc Insurance Company by the Channeling Injunction or the Insurance
Entity Injunction.
Nothing in Section 11.4.1 of the Plan is intended or shall be construed to preclude

otherwise applicable principles of res judicata or collateral estoppel from being applied against
any Talc Insurance Company with respect to any issue that is actually litigated by such Talc
Insurance Company as part of its objections, if any, to Confirmation of the Plan or as part of any
contested matter or adversary proceeding filed by such Talc Insurance Company in conjunction
with or related to Confirmation of the Plan. Plan objections that are withdrawn prior to the
conclusion of the Confirmation Hearing shall be deemed not to have been actually litigated.
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No provision of the Plan shall be interpreted to assign or transfer the rights of any Cyprus
Protected Party, or to resolve disputes between Cyprus and the Debtors regarding ownership or
control of rights to insurance or indemnity rights, absent occurrence of the Cyprus Trigger Date.
For the avoidance of doubt, any such rights being assigned under the Cyprus Settlement shall not
be assigned prior to the Cyprus Trigger Date.
(e) J&J Indemnification Rights and Obligations
The provisions of Section 11.5 of the Plan shall apply to all Entities (including, without
limitation, J&J).
Subject to Section 11.5.1.5, nothing contained in the Plan, the Plan Documents (including
the Trust Distribution Procedures), or the Confirmation Order, including any provision that
purports to be preemptory or supervening, shall in any way operate to, or have the effect of,
impairing, fixing, adjudicating, determining, altering, supplementing, changing, decreasing,
modifying, or releasing the rights (if any) or obligations of J&J, including the J&J Indemnification
Rights and Obligations and J&J’s rights (if any) and obligations under any Talc Insurance Policy.
For all issues relating to the J&J Indemnification Rights and Obligations, the provisions, terms,
conditions, and limitations of any agreements underlying the J&J Indemnification Rights and
Obligations shall control.
For the avoidance of doubt, nothing contained in the Plan, the Plan Documents (including
the Trust Distribution Procedures), or the Confirmation Order (including any findings of fact or
conclusions of law set forth therein, or any expert reports or FCR findings or conclusions) shall
operate to require J&J to indemnify or pay the liability of any Debtor, the Reorganized Debtors,
or any Protected Party that it would not have been required to pay in the absence of the Plan.
Section 11.5.1.2 of the Plan in no way modifies, alters or limits the rights and/or obligations set
forth in Section 11.5.1.1 of the Plan. Likewise, nothing contained in the Plan, the Plan Documents
(including the Trust Distribution Procedures), or the Confirmation Order shall be interpreted to
grant the Debtors or any Protected Party any right to access any insurance policies issued to J&J
or naming J&J as an insured.
The Plan, the Plan Documents (including the Trust Distribution Procedures), and the
Confirmation Order shall be binding on the Debtors, the Reorganized Debtors, and the Talc
Personal Injury Trust. The obligations, if any, of the Talc Personal Injury Trust to pay holders of
Talc Personal Injury Claims shall be determined pursuant to the Plan and the Plan Documents.
Subject to Sections 11.5.1.4 and 11.5.1.5 of the Plan, none of (a) the Bankruptcy Court’s approval
of the Plan or the Plan Documents (including the Trust Distribution Procedures), (b) the
Confirmation Order or any findings and conclusions entered with respect to Confirmation, nor (c)
any estimation or valuation of Talc Personal Injury Claims, either individually or in the aggregate
(including, without limitation, any agreement as to the valuation of Talc Personal Injury Claims)
in the Chapter 11 Cases shall, with respect to J&J, constitute a trial or hearing on the merits or an
adjudication or judgment, or accelerate the obligations, if any, of J&J.
Nothing in Section 11.5.1 of the Plan is intended or shall be construed to preclude

otherwise applicable principles of res judicata or collateral estoppel from being applied against
J&J with respect to any issue that is actually litigated by J&J as part of its objections, if any, to
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Confirmation of the Plan or as part of any contested matter or adversary proceeding filed by J&J
in conjunction with or related to Confirmation of the Plan. Plan objections that are withdrawn
prior to the conclusion of the Confirmation Hearing shall be deemed not to have been actually
litigated.
The provisions of Sections 11.5.1.1, 11.5.1.3, and 11.5.1.6 of the Plan shall not apply to
any claim by or against J&J to indemnification, defense, contribution, or any other right to recovery
vis-à-vis any Rio Tinto Protected Party or any Zurich Protected Party or any Cyprus Protected
Party, or under any Rio Tinto Captive Insurer Policy or any Zurich Policy, arising out of or relating
to any Talc Personal Injury Claim.
Nothing in the Plan, the Plan Documents (including the Trust Distribution Procedures), or
the Confirmation Order shall seek the Bankruptcy Court’s determination or opinion as to (nor be
construed to represent the Bankruptcy Court’s determination or opinion as to) (i) any right,
obligation, defense, claim or any other provision or entitlement of any alleged indemnification
obligation of J&J, or (ii) the effect, if any, of applicable non-bankruptcy law regarding any
requirement or provision (or the rights, obligations, defenses, or claims which may inure thereto
or therefrom) in any contracts or in underlying proceedings by and between and/or among the
Debtors, the Reorganized Debtors, and/or the Talc Personal Injury Trust and J&J.
(f) Institution and Maintenance of Legal and Other Proceedings
As of the Effective Date, the Talc Personal Injury Trust shall be empowered to initiate,
prosecute, defend, settle, maintain, administer, preserve, pursue, and resolve all legal actions and
other proceedings related to any asset, liability or responsibility of the Talc Personal Injury Trust,
including without limitation the Talc Insurance Actions, Talc Personal Injury Claims, Indirect Talc
Personal Injury Claims, the Talc Personal Injury Trust Causes of Action, and the J&J
Indemnification Obligations. Without limiting the foregoing, on and after the Effective Date, the
Talc Personal Injury Trust shall be empowered to initiate, prosecute, defend, settle, maintain,
administer, preserve, pursue and resolve all such actions, in the name of either of the Debtors or
the Reorganized Debtors, if deemed necessary or appropriate by the Talc Personal Injury Trust.
The Talc Personal Injury Trust shall be responsible for the payment of all damages, awards,
judgments, settlements, expenses, costs, fees and other charges incurred subsequent to the
Effective Date arising from or associated with any legal action or other proceeding which is the
subject of Article IV of the Plan and shall pay or reimburse all deductibles, self-insured retentions,
retrospective premium adjustments, or other charges (not constituting Indirect Talc Personal Injury
Claims) which may arise from the receipt of any insurance proceeds by the Talc Personal Injury
Trust. Furthermore, without limiting the foregoing, the Talc Personal Injury Trust shall be
empowered to maintain, administer, preserve, or pursue the Talc-In-Place Insurance Coverage and
the Talc Insurance Action Recoveries. Notwithstanding anything to the contrary in the Plan, the
Talc Personal Injury Trust shall comply with the Cyprus Insurance Protocol.
(g) Terms of Injunctions and Automatic Stay
All of the injunctions and/or automatic stays provided for in or in connection with the
Chapter 11 Cases, whether pursuant to sections 105, 362, or any other provision of the Bankruptcy
Code, Bankruptcy Rules, or other applicable law in existence immediately prior to the
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Confirmation Date, shall remain in full force and effect until the injunctions become effective
pursuant to a Final Order, and shall continue to remain in full force and effect thereafter as and to
the extent provided by the Plan, the Confirmation Order, or by their own terms. In addition, on
and after Confirmation, the Debtors, with the consent of each of the Plan Proponents, may
collectively seek such further orders as they deem necessary or appropriate to preserve the status
quo during the time between the Confirmation Date and the Effective Date.
Each of the Injunctions contained in the Plan or the Confirmation Order shall become
effective on the Effective Date and shall continue in effect at all times thereafter unless otherwise
provided by the Plan or the Confirmation Order.
(h) The FCR and the Tort Claimants’ Committee
The FCR and the Tort Claimants’ Committee shall continue in their official capacities until
the Effective Date. The Debtors shall pay the reasonable fees and expenses incurred by the FCR
and the Tort Claimants’ Committee through the Effective Date, in accordance with the
Compensation Procedures Order, the Fee Examiner Order, and the terms of the Plan, including
Section 2.3 of the Plan.
After the Effective Date, the official capacities of the FCR and the Tort Claimants’
Committee in the Chapter 11 Cases shall be limited to having standing and capacity to (i) prosecute
their pre-Effective Date intervention in any adversary proceedings; (ii) object to any proposed
modification of the Plan; (iii) object to or defend the Fee Claims of professionals employed by or
on behalf of the Estate, or by or on behalf of members of the Tort Claimants’ Committee; and (iv)
participate in any pending appeals or appeals of the Confirmation Order. Except for the foregoing,
the FCR and the members of the Tort Claimants’ Committee shall be released and discharged from
all further authority, duties, responsibilities, liabilities, and obligations involving the Chapter 11
Cases. Upon the closing of the Chapter 11 Cases, the Tort Claimants’ Committee shall be
dissolved. The fees and expenses incurred by the FCR and the Tort Claimants’ Committee relating
to any post-Effective Date activities authorized under the Plan shall be payable from the
Administrative Claim Reserve.
Nothing in Section 11.8 of the Plan shall limit or otherwise affect the rights of the United
States Trustee under section 502 of the Bankruptcy Code or otherwise to object to Claims or
requests for allowance of DIP Facility Claims, or Fee Claims and other Administrative Claims.
7.8 Releases, Injunctions and Exculpation
The release, injunction and exculpation provisions are set forth in Article XII of the Plan,
and a summary of such provisions is provided below.
(a) Terms of Injunction and Automatic Stay
All of the injunctions and/or automatic stays provided for in or in connection with the
Chapter 11 Cases, whether pursuant to sections 105, 362, or any other provision of the Bankruptcy
Code, Bankruptcy Rules, or other applicable law in existence immediately prior to the
Confirmation Date, shall remain in full force and effect until the injunctions become effective
pursuant to a Final Order, and shall continue to remain in full force and effect thereafter as and to
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the extent provided by the Plan, the Confirmation Order, or by their own terms. In addition, on
and after Confirmation, the Debtors, with the consent of each of the Plan Proponents, may
collectively seek such further orders as they deem necessary or appropriate to preserve the status
quo during the time between the Confirmation Date and the Effective Date.
Each of the Injunctions contained in the Plan or the Confirmation Order shall become
effective on the Effective Date and shall continue in effect at all times thereafter unless otherwise
provided by the Plan or the Confirmation Order.
(b) Discharge and Injunctions
(1) Discharge of Claims Against and Termination of Equity Interests the

Debtors
Except as otherwise provided in the Plan or the Confirmation Order, as of the Effective
Date, Confirmation of the Plan shall afford each Debtor a discharge to the fullest extent permitted
by Bankruptcy Code sections 524 and 1141(d)(1).
(2) Discharge Injunction
Except as specifically provided in the Plan or the Confirmation Order, from and after
the Effective Date, to the maximum extent permitted under applicable law, all Persons that
hold, have held, or may hold a Claim, demand or other debt or liability that is discharged,
or an Equity Interest or other right of an equity security holder that is terminated pursuant
to the terms of the Plan, are permanently enjoined from taking any of the following actions
on account of, or on the basis of, such discharged Claims, debts or liabilities, or terminated
Equity Interests or rights: (i) commencing or continuing any action or other proceeding of
any kind against the Debtors, the Reorganized Debtors, the Talc Personal Injury Trust, or
their respective property; (ii) enforcing, attaching, collecting, or recovering by any manner
or means of any judgment, award, decree, or order against the Debtors, the Reorganized
Debtors, the Talc Personal Injury Trust, or their respective property; (iii) creating,
perfecting, or enforcing any Lien or Encumbrance of any kind against the Debtors, the
Reorganized Debtors, the Talc Personal Injury Trust, or their respective property; and
(iv) commencing or continuing any judicial or administrative proceeding, in any forum and
in any place in the world, that does not comply with or is inconsistent with the provisions of
the Plan or the Confirmation Order (the “Discharge Injunction”). The foregoing injunction
shall extend to the successors of the Debtors (including, without limitation, the Reorganized
Debtors) and their respective properties and interests in property. The discharge provided
in this provision shall void any judgment obtained against any Debtor at any time, to the
extent that such judgment relates to a discharged Claim or demand.
(c) Releases
(1) Releases by Debtors, their Estates, and Certain Protected Parties
As of the Effective Date (or, with respect to the Cyprus Protected Parties, as of the
Cyprus Trigger Date), for good and valuable consideration, the adequacy of which is hereby
confirmed, including, without limitation, the service of the Released Parties before and
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during the Chapter 11 Cases to facilitate the implementation of the Talc Personal Injury
Trust, and except as otherwise explicitly provided in the Plan or in the Confirmation Order,
the Released Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably
and forever released, to the maximum extent permitted by law, as such law may be extended
subsequent to the Effective Date, by the Debtors and the Estates from any and all Claims,
counterclaims, disputes, obligations, suits, judgments, damages, demands, debts, rights,
causes of action, Liens, remedies, losses, contributions, indemnities, costs, liabilities,
attorneys’ fees and expenses whatsoever, including any derivative claims, asserted or
assertable on behalf of the Debtors or their Estates (including any Estate Causes of Action),
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or
unknown, foreseen or unforeseen, asserted or unasserted, accrued or unaccrued, existing or
hereinafter arising, whether in law or equity, whether sounding in tort or contract, whether
arising under federal or state statutory or common law, or any other applicable
international, foreign, or domestic law, rule, statute, regulation, treaty, right, duty,
requirement or otherwise, that the Debtors or their Estates 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 Equity Interest or other Person, based on or relating to, or in any manner
arising from, in whole or in part, the Debtors, their Estates, the Chapter 11 Cases, the
purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject
matter of, or the transactions or events giving rise to, any Claim or Equity Interest that is
treated in the Plan, the business or contractual arrangements between any Debtor and any
Released Party (including the exercise of any common law or contractual rights of setoff or
recoupment by any Released Party at any time on or prior to the Effective Date), the
restructuring of any Claim or Equity Interest before or during the Chapter 11 Cases, this
Disclosure Statement, the Plan, and related agreements, instruments, and other documents,
and the negotiation, formulation, preparation or implementation thereof, the solicitation of
votes with respect to the Plan, or any other act or omission; provided, however, that the
Debtors do not release, and the Reorganized Debtors shall retain, the Non-Talc Causes of
Action arising out of, or related to, any act or omission of a Released Party that is a criminal
act or constitutes fraud, gross negligence, or willful misconduct. The Debtors, and any other
newly-formed entities that shall be continuing the Debtors’ businesses after the Effective
Date shall be bound, to the same extent the Debtors are bound, by the releases set forth in
Section 12.2.1 of the Plan. For the avoidance of doubt, Claims or causes of action arising out
of, or related to, any act or omission of a Released Party prior to the Effective Date that is
later found to be a criminal act or to constitute fraud, gross negligence, or willful misconduct,
including findings after the Effective Date, are not released pursuant to Section 12.2.1 of the
Plan.
In furtherance of the Imerys Settlement, on the Effective Date, for good and valuable
consideration, the adequacy of which is hereby confirmed, the Debtors, on their own behalf
and as representatives of their respective Estates, the Reorganized Debtors, and the Tort
Claimants’ Committee and FCR, solely on their own behalf, are deemed to irrevocably and
unconditionally, fully, finally, and forever waive, release, acquit, and discharge each and all
of the Imerys Protected Parties of and from (a) all Estate Causes of Action and (b) any and
all claims, causes of action, suits, costs, debts, liabilities, obligations, dues, sums of money,
accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements,
promises, damages, judgments, executions and demands whatsoever, of whatever kind or
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nature (including, without limitation, those arising under the Bankruptcy Code), whether
known or unknown, suspected or unsuspected, in law or in equity, which the Debtors, their
Estates, the Reorganized Debtors, the Tort Claimants’ Committee, or the FCR have, had,
may have, or may claim to have against any of the Imerys Protected Parties including
without limitation with respect to any Talc Personal Injury Claim (clauses (a) and (b)
collectively, the “Imerys Released Claims”).
In furtherance of the Rio Tinto/Zurich Settlement, effective upon the Talc Personal
Injury Trust’s receipt of the Rio Tinto/Zurich Contribution, for good and valuable
consideration, the adequacy of which is hereby confirmed, the Talc Personal Injury Trust,
the Debtors, on their own behalf and as representatives of their respective Estates, the
Reorganized Debtors, and the Tort Claimants’ Committee and FCR, solely on their own
behalf, are deemed to irrevocably and unconditionally, fully, finally, and forever waive,
release, acquit, and discharge each and all of the Rio Tinto Protected Parties and the Zurich
Protected Parties of and from (a) all Estate Causes of Action and (b) any and all claims,
causes of action, suits, costs, debts, liabilities, obligations, dues, sums of money, accounts,
reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises,
damages, judgments, executions and demands whatsoever, of whatever kind or nature
(including those arising under the Bankruptcy Code), whether known or unknown,
suspected or unsuspected, in law or in equity, which the Talc Personal Injury Trust, the
Debtors, their Estates, the Reorganized Debtors, the Tort Claimants’ Committee, or the FCR
have, had, may have, or may claim to have against any of the Rio Tinto Protected Parties
and/or the Zurich Protected Parties, directly or indirectly arising out of, with respect to, or
in any way relating to any Talc Personal Injury Claim (collectively, the “Rio Tinto/Zurich
Released Claims”).
In furtherance of the Cyprus Settlement, effective upon the Cyprus Trigger Date (and
subject to Section 10.10.6.4 of the Plan), for good and valuable consideration, the adequacy
of which is hereby confirmed, the Talc Personal Injury Trust, the Debtors, on their own
behalf and as representatives of their respective Estates, the Reorganized Debtors, the Tort
Claimants’ Committee and FCR, and any Cyprus Settling Talc Insurance Company
(regardless of when it enters into any settlement with the Debtors, the Tort Claimants’
Committee, the FCR, or the Talc Personal Injury Trust), each solely on its own behalf, are
deemed to irrevocably and unconditionally, fully, finally, and forever waive, release, acquit,
and discharge each and all of the Cyprus Protected Parties of and from (a) all Estate Causes
of Action and (b) any and all claims, causes of action, suits, costs, debts, liabilities,
obligations, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, executions and demands
whatsoever, of whatever kind or nature (including those arising under the Bankruptcy
Code), whether known or unknown, suspected or unsuspected, in law or in equity, which the
Talc Personal Injury Trust, the Debtors, their Estates, the Reorganized Debtors, the Tort
Claimants’ Committee, the FCR, or any Cyprus Settling Talc Insurance Company have, had,
may have, or may claim to have against any of the Cyprus Protected Parties, directly or
indirectly arising out of, with respect to, or in any way relating to any Talc Personal Injury
Claim (collectively, the “Cyprus Released Claims”).
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(2) Releases by Holders of Claims
As of the Effective Date (or, with respect to the Cyprus Protected Parties, as of the
Cyprus Trigger Date), for good and valuable consideration, the adequacy of which is hereby
confirmed, including, without limitation, the service of the Released Parties before and
during the Chapter 11 Cases to facilitate the implementation of the Talc Personal Injury
Trust, and except as otherwise explicitly provided in the Plan or in the Confirmation Order,
the Released Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably
and forever released, to the maximum extent permitted by law, as such law may be extended
subsequent to the Effective Date, except as otherwise explicitly provided in the Plan, by the
Releasing Claim Holders from any and all Claims, counterclaims, disputes, obligations, suits,
judgments, damages, demands, debts, rights, causes of action, Liens, remedies, losses,
contributions, indemnities, costs, liabilities, attorneys’ fees and expenses whatsoever,
including any derivative claims, asserted or assertable on behalf of the Debtors or their
Estates (including any Estate Causes of Action), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or
unasserted, accrued or unaccrued, existing or hereinafter arising, whether in law or equity,
whether sounding in tort or contract, whether arising under federal or state statutory or
common law, or any other applicable international, foreign, or domestic law, rule, statute,
regulation, treaty, right, duty, requirement or otherwise, that such holders or their estates,
Affiliates, heirs, executors, administrators, successors, assigns, managers, accountants,
attorneys, representatives, consultants, agents, and any other Persons or parties claiming
under or through them 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 Equity Interest or
other Person, based on or relating to, or in any manner arising from, in whole or in part, the
Debtors (as such entities existed prior to or after the Petition Date), their Estates, the Chapter
11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the
Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or
Equity Interest that is treated in the Plan, the business or contractual arrangements or
interactions between any Debtor and any Released Party (including the exercise of any
common law or contractual rights of setoff or recoupment by any Released Party at any time
on or prior to the Effective Date), the restructuring of any Claim or Equity Interest before
or during the Chapter 11 Cases, this Disclosure Statement, the Plan, and related agreements,
instruments, and other documents, and the negotiation, formulation, preparation or
implementation thereof, the solicitation of votes with respect to the Plan, or any other act or
omission, other than Claims or causes of action arising out of, or related to, any act or
omission of a Released Party that constitutes fraud, gross negligence or willful misconduct.
For the avoidance of doubt, Claims or causes of action arising out of, or related to, any act
or omission of a Released Party prior to the Effective Date that is later found to be a criminal
act or to constitute fraud, gross negligence, or willful misconduct, including findings after
the Effective Date, are not released pursuant to Section 12.2.2 of the Plan.
(3) Injunction Related to Releases
Except as otherwise provided in the Plan, the Confirmation Order shall permanently
enjoin the commencement or prosecution by any Entity, whether directly, derivatively or
otherwise, of any claims, commitments, obligations, suits, judgments, damages, demands,
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debts, causes of action and liabilities released pursuant to the Plan (the “Release
Injunction”).
(d) The Channeling Injunction and the Insurance Entity Injunction
In order to supplement the injunctive effect of the Discharge Injunction, and

pursuant to sections 524(g) and 105(a) of the Bankruptcy Code, the Confirmation Order
shall provide for the following permanent injunctions to take effect as of the Effective Date.
(1) Channeling Injunction
(a) Terms. To preserve and promote the settlements contemplated

by and provided for in the Plan, including the Imerys Settlement, the Rio
Tinto/Zurich Settlement, and the Cyprus Settlement, and pursuant to the exercise of
the equitable jurisdiction and power of the Bankruptcy Court and the District Court
under sections 105(a) and 524(g) of the Bankruptcy Code, the sole recourse of any
holder of a Talc Personal Injury Claim against a Protected Party (on account of such
Talc Personal Injury Claim) shall be the Talc Personal Injury Trust pursuant to the
Talc Personal Injury Trust Documents, and such holder shall have no right
whatsoever at any time to assert its Talc Personal Injury Claim against any Protected
Party or any property or interest in property of any Protected Party. On and after
the Effective Date – or, as to the Cyprus Protected Parties, on or after the Cyprus
Trigger Date – all holders of Talc Personal Injury Claims shall be permanently and
forever stayed, restrained, barred, and enjoined from taking any action for the
purpose of, directly or indirectly or derivatively collecting, recovering, or receiving
payment of, on, or with respect to any Talc Personal Injury Claim against a Protected
Party other than from the Talc Personal Injury Trust pursuant to the Talc Personal
Injury Trust Documents, including, but not limited to:
(i) commencing, conducting, or continuing in any manner,

directly, indirectly, or derivatively, any suit, action, or other proceeding
of any kind (including a judicial, arbitration, administrative, or other
proceeding) in any forum in any jurisdiction around the world against
or affecting any Protected Party or any property or interests in
property of any Protected Party;
(ii) enforcing, levying, attaching (including any prejudgment

attachment), collecting, or otherwise recovering, by any manner or
means, whether directly or indirectly, any judgment, award, decree, or
order against any Protected Party or any property or interests in
(iii) creating, perfecting, or otherwise enforcing in any

manner, directly or indirectly, any Lien of any kind against any
Protected Party or any property or interests in property of any
Protected Party;
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(iv) asserting, implementing, or effectuating any setoff, right

of reimbursement, subrogation, contribution, or recoupment of any
kind, in any manner, directly or indirectly, against any obligation due
to any Protected Party or against any property or interests in property
of any Protected Party; and
(v) taking any act in any manner, and in any place

whatsoever, that does not conform to, or comply with, the provisions of
the Plan, the Plan Documents, or the Talc Personal Injury Trust
Documents or with regard to any matter that is within the scope of the
matters designated by the Plan to be subject to resolution by the Talc
Personal Injury Trust, except in conformity and compliance with the
Talc Personal Injury Trust Documents.
(b) Reservations. Notwithstanding anything to the contrary in

Section 12.3.1(a) of the Plan, this Channeling Injunction shall not impair:
(i) the rights of holders of Talc Personal Injury Claims to

assert such Talc Personal Injury Claims solely against the Talc
Personal Injury Trust or otherwise in accordance with the Trust
Distribution Procedures;
(ii) the rights of holders of Talc Personal Injury Claims to

assert such claims against anyone other than a Protected Party;
(iii) the rights of Persons to assert any Claim, debt, obligation

or liability for payment of Talc Personal Injury Trust Expenses solely
against the Talc Personal Injury Trust or otherwise in accordance with
the Trust Distribution Procedures; or
(iv) the Talc Personal Injury Trust from enforcing its rights
explicitly provided to it under the Plan and the Talc Personal Injury
Trust Documents.
(c) Modifications. There shall be no modification, dissolution, or

termination of the Channeling Injunction, which shall be a permanent injunction.
(d) Non-Limitation of Channeling Injunction. Nothing in the Plan

or the Talc Personal Injury Trust Agreement shall be construed in any way to limit
the scope, enforceability, or effectiveness of the Channeling Injunction issued in
connection with the Plan, the releases provided in the Imerys Settlement, the Rio
Tinto/Zurich Settlement, and the Cyprus Settlement, or the Talc Personal Injury
Trust’s assumption of all liability with respect to Talc Personal Injury Claims.
(e) Bankruptcy Rule 3016 Compliance. The Plan Proponents’

compliance with the formal requirements of Bankruptcy Rule 3016(c) shall not
constitute an admission that the Plan provides for an injunction against conduct not
otherwise enjoined under the Bankruptcy Code.
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(f) Any Protected Party may enforce the Channeling Injunction as

a defense to any Claim brought against such Protected Party that is enjoined under
the Plan as to such Protected Party and may seek to enforce such injunction in a court
of competent jurisdiction.
(g) If a non-Settling Talc Insurance Company asserts that it has

rights whether legal, equitable, contractual, or otherwise, of contribution, indemnity,
reimbursement, subrogation or other similar claims directly or indirectly arising out
of or in any way relating to such insurer’s payment of loss on behalf of one or more
of the Debtors in connection with any Talc Personal Injury Claim (collectively,
“Contribution Claims”) against a Settling Talc Insurance Company, (i) such
Contribution Claims may be asserted as a defense or counterclaim against the Talc
Personal Injury Trust in any Talc Insurance Action involving such non-Settling Talc
Insurance Company, and the Talc Personal Injury Trust may assert the legal or
equitable rights (if any) of the Settling Talc Insurance Company, and (ii) to the extent
such Contribution Claims are determined to be valid, the liability (if any) of such non-
Settling Talc Insurance Company to the Talc Personal Injury Trust shall be reduced
by the amount of such Contribution Claims
(2) Insurance Entity Injunction
(a) Purpose. In order to protect the Talc Personal Injury Trust and
to preserve the Talc Personal Injury Trust Assets, pursuant to the equitable
jurisdiction and power of the Bankruptcy Court, the Bankruptcy Court shall issue
the Insurance Entity Injunction; provided, however, that the Insurance Entity
Injunction is not issued for the benefit of any Talc Insurance Company, and no Talc
Insurance Company is a third-party beneficiary of the Insurance Entity Injunction,
except as otherwise specifically provided in any Talc Insurance CIP Agreement or
Talc Insurance Settlement Agreement.
(b) Terms Regarding Claims Against Talc Insurance Companies.

Subject to the provisions of Sections 12.3.1 and 12.3.2 of the Plan, all Entities that
have held or asserted, that hold or assert, or that may in the future hold or assert any
claim, demand or cause of action (including any Talc Personal Injury Claim or any
claim or demand for or respecting any Talc Personal Injury Trust Expense) against
any Talc Insurance Company based upon, attributable to, arising out of, or in any
way connected with any such Talc Personal Injury Claim, whenever and wherever
arising or asserted, whether in the United States of America or anywhere else in the
world, whether sounding in tort, contract, warranty, or any other theory of law,
equity, or admiralty, shall be stayed, restrained, and enjoined from taking any action
for the purpose of directly or indirectly collecting, recovering, or receiving payments,
satisfaction, or recovery with respect to any such claim, demand, or cause of action
including, without limitation:
(i) commencing, conducting, or continuing, in any manner,

directly or indirectly, any suit, action, or other proceeding of any kind
(including a judicial, arbitration, administrative, or other proceeding)
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in any forum with respect to any such claim, demand, or cause of action
against any Talc Insurance Company, or against the property of any
Talc Insurance Company, with respect to any such claim, demand, or
cause of action; provided, however, that to the extent any Talc Insurance
Company asserts a claim against J&J, nothing in the Plan shall affect
J&J’s ability to assert any defense or counterclaim;
(ii) enforcing, levying, attaching, collecting, or otherwise

recovering, by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any
Talc Insurance Company, or against the property of any Talc
Insurance Company, with respect to any such claim, demand, or cause
of action;
(iii) creating, perfecting, or enforcing in any manner, directly

or indirectly, any Encumbrance against any Talc Insurance Company,
or the property of any Talc Insurance Company, with respect to any
such claim, demand, or cause of action; and
(iv) except as otherwise specifically provided in the Plan,

asserting or accomplishing any setoff, right of subrogation, indemnity,
contribution, or recoupment of any kind, directly or indirectly, against
any obligation of any Talc Insurance Company, or against the property
of any Talc Insurance Company, with respect to any such claim,
demand or cause of action;
provided, however, that (a) the injunction set forth in Section 12.3.2(b) of the Plan shall
not impair in any way any (i) actions brought by the Talc Personal Injury Trust
against any Talc Insurance Company and (ii) the rights of any co-insured of the
Debtors (x) with respect to any Talc Insurance Policy or Talc Insurance CIP
Agreement or against any Talc Insurance Company and (y) as specified under any
Final Order of the Bankruptcy Court approving a Talc Insurance CIP Agreement;
and (b) the Talc Personal Injury Trust shall have the sole and exclusive authority at
any time to terminate, or reduce or limit the scope of, the injunction set forth in
Section 12.3.2(b) of the Plan with respect to any Talc Insurance Company upon
express written notice to such Talc Insurance Company, except that the Talc Personal
Injury Trust shall not have any authority to terminate, reduce or limit the scope of
the injunction in the Plan with respect to any Settling Talc Insurance Company so
long as, but only to the extent that, such Settling Talc Insurance Company complies
fully with its obligations under any applicable Talc Insurance Settlement Agreement.
(c) Reservations. Notwithstanding anything to the contrary above,

this Insurance Entity Injunction shall not enjoin:
(i) the rights of Entities to the treatment accorded them

under the Plan, as applicable, including the rights of holders of Talc
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Personal Injury Claims to assert such Claims, as applicable, in

accordance with the Trust Distribution Procedures;
(ii) the rights of Entities to assert any claim, debt, obligation,

cause of action or liability for payment of Talc Personal Injury Trust
Expenses against the Talc Personal Injury Trust;
(iii) the rights of the Talc Personal Injury Trust to prosecute

any action based on or arising from the Talc Insurance Policies;
(iv) the rights of the Talc Personal Injury Trust to assert any
claim, debt, obligation, cause of action or liability for payment against
a Talc Insurance Company based on or arising from the Talc Insurance
Policies or Talc Insurance CIP Agreements; and
(v) the rights of any Talc Insurance Company to assert any

any other Talc Insurance Company that is not a Settling Talc Insurance
Company, or as otherwise specifically provided in any Talc Insurance
CIP Agreement.
(d) Subject to the terms of the Rio Tinto/Zurich Settlement, nothing

in the Plan will preclude J&J from pursuing any rights it has under any Talc
Insurance Policy that was issued to J&J as a named insured.
(e) Supplemental Settlement Injunction Order
In order to preserve and promote the (i) Imerys Settlement, (ii) the Rio Tinto/Zurich
Settlement, and (iii) the Cyprus Settlement (subject to the occurrence of the Cyprus Trigger
Date), each of which is incorporated in the Plan, and pursuant to the exercise of the equitable
jurisdiction and power of the Bankruptcy Court under section 105(a) of the Bankruptcy
Code, the Confirmation Order shall provide for the following permanent injunction to take
effect as of the Effective Date.
(a) Terms
(i) All Persons that have held or asserted, that hold or

assert, or that may in the future hold or assert any Imerys Released
Claims directly or indirectly against the Imerys Protected Parties (or
any of them) shall be permanently stayed, restrained, and enjoined
from pursuing now, or at any time in the future, any Imerys Released
Claims.
(ii) All Persons that have held or asserted, that hold or

assert, or that may in the future hold or assert any Rio Tinto/Zurich
Released Claims directly or indirectly against the Rio Tinto Protected
Parties (or any of them) and/or the Zurich Protected Parties (or any of
them) shall be permanently stayed, restrained, and enjoined from
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pursuing now, or at any time in the future, any Rio Tinto/Zurich

Released Claims.
(iii) Subject to the occurrence of the Cyprus Trigger Date, all

Persons that have held or asserted, that hold or assert, or that may in
the future hold or assert any Cyprus Released Claims directly or
indirectly against the Cyprus Protected Parties (or any of them) shall
be permanently stayed, restrained, and enjoined from pursuing now,
or at any time in the future, any Cyprus Released Claims.
(b) Any Imerys Protected Party, Rio Tinto Protected Party, Zurich
Protected Party, or Cyprus Protected Party may enforce the Supplemental
Settlement Injunction Order as a defense to any Claim brought against such Imerys
Protected Party, Rio Tinto Protected Party, Zurich Protected Party, or Cyprus
Protected Party that is enjoined under the Plan as to such Imerys Protected Party,
Rio Tinto Protected Party, Zurich Protected Party, or Cyprus Protected Party and
may seek to enforce such injunction in a court of competent jurisdiction.
(f) Exculpation
None of the Debtors, the Reorganized Debtors, the Imerys Protected Parties,
the Tort Claimants’ Committee, the members of the Tort Claimants’ Committee in their
capacities as such, the FCR, the Information Officer nor any of their respective officers,
directors and employees, members, agents, attorneys, accountants, financial advisors or
restructuring professionals, nor any other professional Person employed by any one of them,
shall have or incur any liability to any Person or Entity for any act or omission in connection
with, relating to, or arising out of the Chapter 11 Cases, the negotiation of the Plan, the
Disclosure Statement, the releases and Injunctions, the pursuit of Confirmation of the Plan,
the administration, consummation and implementation of the Plan or the property to be
distributed under the Plan, or the management or operation of the Debtors (except for any
liability that results primarily from such Person’s or Entity’s gross negligence, bad faith or
willful misconduct); provided, however, that this exculpation shall not apply to Talc Insurer
Coverage Defenses; provided further that Section 12.7 of the Plan shall also apply to any
former officer or director of the Debtors that was an officer or director at any time during
the Chapter 11 Cases but is no longer an officer or director. In all respects, each and all of
such Persons, firms and Entities shall be entitled to rely upon the advice of counsel with
respect to their duties and responsibilities under, or in connection with, the Chapter 11
Cases, the Plan, and the administration of each of them.
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ARTICLE VIII.
THE TALC PERSONAL INJURY TRUST AND

TRUST DISTRIBUTION PROCEDURES
8.1 Overview
(a) General
On the Effective Date, the Talc Personal Injury Trust shall be created in accordance with
the Plan Documents. The purposes of the Talc Personal Injury Trust shall be to: (i) assume all
Talc Personal Injury Claims; (ii) to preserve, hold, manage, and maximize the assets of the Talc
Personal Injury Trust; and (iii) to direct the processing, liquidation, and payment of all
compensable Talc Personal Injury Claims in accordance with the Talc Personal Injury Trust
Documents. The Talc Personal Injury Trust will resolve Talc Personal Injury Claims in accordance
with the Talc Personal Injury Trust Documents in such a way that holders of Talc Personal Injury
Claims are treated fairly, equitably, and reasonably in light of the finite assets available to satisfy
such claims, and otherwise comply in all respects with the requirements of section 524(g)(2)(B)(i)
of the Bankruptcy Code.
The Talc Personal Injury Trust Agreement provides, in pertinent part, that the Talc Trustees
have the power to make, pursue (by litigation or otherwise), collect, compromise or settle, in the
name of the Talc Personal Injury Trust, any claim, right, action, or cause of action included in the
Talc Personal Injury Trust Assets or which may otherwise hereafter accrue in favor of the Talc
Personal Injury Trust, including, but not limited to, insurance recoveries, before any court of
competent jurisdiction. Talc Personal Injury Trust Agreement, at § 2.1(c)(xv). Before taking
certain actions, however, the Talc Trustees must either consult with or obtain the consent of each
of the FCR and the Trust Advisory Committee as set forth in the Talc Personal Injury Trust
Agreement. Pursuant to Section 2.2(f) of the Talc Personal Injury Trust Agreement, the Talc
Trustees are required to obtain the consent from each of the Trust Advisory Committee and the
FCR in order to “sell, transfer, or exchange any or all of the Talc Personal Injury Trust Assets at
such prices and upon such terms as the Talc Trustees may consider proper, consistent with the
other terms of [the Talc Personal Injury Trust Agreement].” Id. at § 2.1(f)(xiv). To the extent, the
Trust Advisory Committee and the FCR do not consent, there are resolution procedures included
in Section 7.13 of the Talc Personal Injury Trust Agreement which include alternative dispute
resolution and application to the Bankruptcy Court. The Talc Personal Injury Trust Agreement is
explicit that in the event the Talc Trustees seek to approve any release or abandonment of J&J’s
indemnification obligations that they must have the consent of each of the Trust Advisory
Committee and the FCR. See id. at § 2.2(f)(xvi).
The Trust Distribution Procedures, attached to the Plan as Exhibit A, set forth procedures
for processing and paying the Talc Personal Injury Claims. 88 These procedures will be binding on
88
Foreign Claims are a subset of Talc Personal Injury Claims that will be channeled to and assumed
by the Talc Personal Injury Trust and subject to the Channeling Injunction; however, the Trust Distribution
Procedures provide that Foreign Claims will not receive any distributions from the Talc Personal Injury
Trust.
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the holders of all Talc Personal Injury Claims. The Trust Distribution Procedures provide, among
other things, for the resolution of Talc Personal Injury Claims pursuant to the terms of the Talc
Personal Injury Trust Agreement and the Trust Distribution Procedures, and that resolution of a
Talc Personal Injury Claim by the Talc Personal Injury Trust will result in a full or partial release
of such Claim against the Talc Personal Injury Trust in accordance with the Injury Trust
The Trust Distribution Procedures are part of the global settlement between the Debtors,
the Tort Claimants’ Committee, the FCR, and the other Plan Proponents. As a result of this global
settlement, the Debtors reviewed and proposed revisions to the terms of the Trust Distribution
Procedures prepared by the Tort Claimants’ Committee and the FCR, and retain consultation rights
as to the Trust Distribution Procedures. The Debtors have also actively worked with the Tort
Claimants’ Committee and the FCR to ensure that the Trust Distribution Procedures maximize
recoveries for holders of Talc Personal Injury Claims and are consistent with the Bankruptcy Code.
Furthermore, potential claimants should be aware that any funds they recover from the Talc
Personal Injury Trust, or against any “primary plan” as defined in the Medicare Secondary Payer
Statute, 42 U.S.C. § 1395y(b) (the “MSPS”), could be subject to repayment obligations owing or
potentially owing under the MSPS or related rules, regulations, or guidelines. Potential claimants
should also be aware that, as a condition of receiving payment from the Talc Personal Injury Trust
or any “primary plan” as defined by the MSPS, the claimants may be asked to certify that they will
comply with any obligations owing or potentially owing under the MSPS or related rules,
regulations, or guidelines. The Talc Personal Injury Trust Agreement requires, as applicable, that
the Talc Personal Injury Trust act as a reporting entity under 42 U.S.C. § 1395y(b), to the extent
applicable.
(b) The Tort Claimants’ Committee
The Tort Claimants’ Committee is comprised of 11 members. The members include

mesothelioma claimants, ovarian cancer claimants (including certain claimants who are
participating in the MDL Proceeding), living victims, and estates of deceased victims. Each
claimant is represented by tort counsel with significant experience in talc and/or asbestos litigation.
Some of the tort counsel also have experience with mass tort trusts. All have been actively engaged
in the development of the Trust Distribution Procedures.
(c) Talc Personal Injury Trust Funding
(1) Imerys S.A.
One of the first tasks for each of the Tort Claimants’ Committee and the FCR was to
investigate potential causes of action against Imerys S.A., including without limitation alter ego
and other theories of liability. That investigation took place over several months and involved the
review of tens of thousands of documents produced by each of the Debtors and Imerys S.A. This
review was accomplished by counsel and other professionals for each of the Tort Claimants’
Committee and the FCR. The review informed each of the Tort Claimants’ Committee and the
FCR of, among other things, the strength of potential claims that could be asserted against Imerys
S.A., the viability of potential defenses, and the value of various assets.
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Thereafter, each of the Tort Claimants’ Committee, the FCR, the Debtors, and Imerys S.A.,
began an arms’-length negotiation resulting in an agreement that formed the basis of the Plan
which included, among other things, a contribution by Imerys S.A. for permanent relief pursuant
to sections 105(a) and 524(g) of the Bankruptcy Code.
Ultimately, the parties reached a settlement – the Imerys Settlement – whereby, in

exchange for the benefit of releases and injunctions in the Plan (as further described in this
Disclosure Statement), Imerys S.A. and its Non-Debtor Affiliates would contribute and/or waive
any interest in assets (or the proceeds of same) that at this time appear to be far in excess of $300
million to the resolution of the Chapter 11 Cases, made up of:
• $75 million cash contribution;

• the proceeds of the Sale (expected to be $223 million, plus the assumption of certain
liabilities, as set forth in the Asset Purchase Agreement), for which Imerys S.A.
agreed to pay a contingent purchase enhancement of up to $102.5 million if the
proceeds did not exceed an agreed amount;
• $5 million for payment of Allowed Claims in Class 3a (with any excess going to
the Talc Personal Injury Trust);
• an additional contingent contribution of up to $15 million to fund the Debtors’
administrative expenses;
• the balance of the Intercompany Loans;
• the Contributed Indemnity and Insurance Interests;
• waiver of the Non-Debtor Intercompany Claims against the Debtors; and
• assumption of the Pension Liabilities.
The Tort Claimants’ Committee and the FCR also spent significant time ensuring that the
process for selling the Debtors’ assets was designed to maximize the sale price and therefore the
proceeds to be contributed to the Talc Personal Injury Trust. The proceeds of the Sale are expected
to be $223 million, plus the assumption of certain liabilities, as set forth in the Asset Purchase
Agreement.
Moreover, the foregoing is exclusive of the amounts that will be contributed to the Talc
Personal Injury Trust as a result of the Rio Tinto/Zurich Settlement and the Cyprus Settlement
summarized immediately below and described more broadly in Sections 6.2 and 6.3 of this
(2) The Rio Tinto/Zurich Settlement
The Tort Claimants’ Committee and the FCR, along with the Debtors, also reached a
resolution through the Rio Tinto/Zurich Mediation of (i) alleged liabilities relating to the Rio Tinto
Corporate Parties’ prior ownership of certain of the Debtors, (ii) alleged indemnification
obligations of the Rio Tinto Corporate Parties, and (iii) alleged coverage obligations under the
Talc Insurance Policies issued by the Zurich Corporate Parties and the Rio Tinto Captive Insurers.
Before the Chapter 11 Cases, certain Rio Tinto Corporate Parties had been named as defendants
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in Imerys-related talc litigation in a small number of cases. No Rio Tinto Corporate Party had
contributed to any payment to a claimant to resolve any such Imerys-related talc litigation, nor had
any judgment been entered against any Rio Tinto Corporate Party with respect to any such
litigation. As part of the Rio Tinto/Zurich Mediation, the Tort Claimants’ Committee and the FCR
engaged in significant discovery to evaluate Estate Causes of Action against the Rio Tinto
Corporate Parties, including claims based on conspiracy and alter ego.
Ultimately, a settlement was reached finally resolving all present and future talc-related
liabilities of the Rio Tinto Protected Parties and Zurich Protected Parties, in return for a cash
payment of $80 million from Rio Tinto and $260 million from Zurich, plus other consideration.
The total amount of this settlement will be paid to the Talc Personal Injury Trust within thirty (30)
days after the Rio Tinto/Zurich Trigger Date. The Rio Tinto/Zurich Settlement is further described
in Articles II, VI, and VII of this Disclosure Statement.
(3) The Cyprus Settlement
The Cyprus Parties, the Debtors, the Tort Claimants’ Committee, and the FCR also reached
a resolution through the Cyprus Mediation and agreed to the terms of the Cyprus Settlement, which
resolves (i) the Talc Personal Injury Claims and the Cyprus Released Claims against the Cyprus
Protected Parties, (ii) disputes pertaining to the Debtors’ rights to the Cyprus Talc Insurance
Policies, and (iii) disputes pertaining to the Debtors’ and Cyprus’ rights to indemnification by J&J.
As part of the Cyprus Mediation, the Tort Claimants’ Committee and the FCR engaged in
significant discovery to evaluate Estate Causes of Action against the Cyprus Parties, including
claims based on conspiracy and alter ego.
Ultimately a settlement was reached, which is further described in Articles II, VI, and VII
of this Disclosure Statement.
(d) Structure of the Talc Personal Injury Trust 89
(1) Claims Channeled to and Paid Under the Talc Personal Injury Trust
While all J&J product-based Talc Personal Injury Claims are channeled to the Talc
Personal Injury Trust and have the option of electing to pursue claims against the Debtors as set
forth in the Trust Distribution Procedures, only Ovarian Cancer Claims and Mesothelioma Claims
are compensable from the cash assets of the Talc Personal Injury Trust.
Parties interested in understanding the nature and scope of the J&J Agreements should
examine those indemnities directly and determine the applicability to their individual claims. As
noted in Section 12.1 of this Disclosure Statement, J&J disputes its obligations under the J&J
Agreements.
89
Capitalized terms used in this Section 8.1(d) and not otherwise defined herein or in the Plan have
the meanings ascribed to them in the Trust Distribution Procedures.
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(2) Medical and Exposure Criteria
The Trust Distribution Procedures are structured to provide an Expedited Review process
using bright-line medical and exposure criteria to reduce the administrative expenses of the Talc
Personal Injury Trust and ensure that funds are utilized to the maximum extent to compensate users
of the Debtors’ talc. For Ovarian Cancer injuries, the criteria for Expedited Review are designed
to reflect both the current medical science (for example in the minimum use requirement) and the
criteria applied in the tort system (including certain biological markers for Ovarian Cancer) in
connection with settlement of Ovarian Cancer Claims.
Cosmetic talc such as baby powder has been used for generations. Due to its prevalence,
essentially everyone who has or will contract Mesothelioma has been exposed. Nonetheless,
recognizing the size of the Talc Personal Injury Trust, and a desire to allocate the Talc Personal
Injury Trust Assets to victims of Mesothelioma who do not have other sources for substantial
recovery, use requirements defined as “Regular and Routine Exposure” in the Trust Distribution
Procedures have been established for Expedited Review of Mesothelioma Claims.
Regular and Routine Exposure is generally intended to provide direction for those suffering
with Mesothelioma to understand if their claim may be resolved in favor of payment pursuant to
the Trust Distribution Procedures. In order to seek compensation from the Talc Personal Injury
Trust and be paid from Fund B, a holder of a Mesothelioma Claim will need to demonstrate: (A)
(i) regular or routine use of a personal care/cosmetic/hygiene product containing Cyprus Talc
and/or Imerys Talc for at least three years, and (ii) no other significant occupational or industrial
exposure (whether direct or bystander) to asbestos from another source other than Imerys Talc
and/or Cyprus Talc; or (B) (i) regular or routine personal occupation exposure (whether direct or
bystander) to Cyprus and/or Imerys Industrial Talc not incorporated in a product or the regular and
routine use of a product containing Cyprus and/or Imerys Industrial Talc for at least one year, and
(ii) no other significant occupational or industrial exposure (whether direct or bystander) to
asbestos from a source other than Cyprus and/or Imerys Talc.
Talc Personal Injury Claims that satisfy the criteria for Expedited Review are eligible to
receive an offer at the Scheduled Value set forth in the Trust Distribution Procedures. Talc
Personal Injury Claims which do not meet the criteria for Expedited Review are eligible for
evaluation and compensation under the Individual Review Process. In addition, the Trust
Distribution Procedures provide for Individual Review of Talc Personal Injury Claims seeking
higher values. The Trust Distribution Procedures also provide for ADR and for an exit to the tort
system for those claims that are not resolved through either Expedited Review or Individual
Review. All amounts to be paid under the Trust Distribution Procedures are subject to the payment
percentages established by the Talc Personal Injury Trust.
The summary contained in this Section 8.1(d)(2) is subject to each of: (i) the caveats set
forth in footnote 17 of this Disclosure Statement; and (ii) the definition of “Regular and Routine
Exposure” set forth in the Trust Distribution Procedures.
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(3) 40/40/20 Fund Allocation
The division of cash derived from the Talc Personal Injury Trust Assets into three separate
pools was the result of extensive internal deliberations among members of the Tort Claimants’
Committee designed to achieve the support of the tort claimants. The Trust Distribution
Procedures allocate 40% of the Trust Fund to Ovarian Cancer A Claims; 40% of the Trust Fund to
Mesothelioma Claims; and the remaining 20% of the Trust Fund to Ovarian Cancer B, C, and D
Claims. If an Ovarian Cancer B, C, or D Claimant is later diagnosed with a higher stage of Ovarian
Cancer or dies from Ovarian Cancer, that claimant is entitled to return to the Talc Personal Injury
Trust for the difference between the amount such claimant received as an Ovarian Cancer B, C, or
D Claimant and the amount that such claimant would have received had such claimant originally
filed for recovery based on the subsequent injury or circumstance.
The Tort Claimants’ Committee consulted with its counsel and estimation expert and
considered many different alternatives before agreeing to the current proposal. The Tort
Claimants’ Committee believes that the division is appropriate and the best of available
alternatives, based on the nature of the claims to be paid under the Talc Personal Injury Trust, the
respective severity of the claims, the state of talc litigation, and the necessity of obtaining an
affirming vote on the Plan.
(4) Cyprus Contribution Allocation
The allocation of the Cyprus Contribution was the result of extensive internal deliberations
among members of the Tort Claimants’ Committee designed to achieve the support of the tort
claimants and the FCR in the Chapter 11 Cases. The FCR continues to examine the proposed
allocation. The Tort Claimants’ Committee anticipates that there will likely be an official tort
claimants’ committee and a future claimants’ representative appointed in the Cyprus Mines
Bankruptcy. The allocation of the Cyprus Contribution is further described in footnote 17 of this
(5) Establishment of Scheduled/Average/Maximum Values
The Plan Proponents believe that the Debtors’ prepetition settlement data and overall
experience in the tort system do not provide a sufficient basis for establishing the values of the
present or future talc claims for ovarian cancer or for mesothelioma. The Debtors settled few
claims, and there is no public data on J&J’s settlements of such claims. 90 The small number of
trials involving talc-related claims for these diseases have produced few verdicts (none of which
are final), which the Plan Proponents assert are inadequate to serve as a basis for projecting future
values. After exploring various potential reference points for valuation, the Scheduled Value for
Mesothelioma was ultimately extrapolated from that of the Manville Trust, and set at a
conservative $400,000. While slightly higher than the Manville Trust’s Scheduled Value of
$350,000 for Mesothelioma Claims, that value was set 18 years ago, in December 2002. Adjusted
for subsequent inflation, if set today the Scheduled Value would exceed $500,000. Moreover,
Manville’s share of the asbestos liability was somewhat reduced because of the liability of other
90
The Plan Proponents are not aware of prepetition Talc Personal Injury Claims that were finally
adjudicated and left unpaid as of the Petition Date.
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asbestos defendants. Because there is no data available to distinguish the values of Mesothelioma
and Ovarian Cancer A Claims, and both have generated high jury verdicts as well as defense
verdicts, Ovarian Cancer A Claims were set at the same value assigned to Mesothelioma Claims.
The Maximum Values established by the Trust Distribution Procedures permit a claimant who has
particularly high damages or other factors that would cause such claimant’s claim to have a higher
value in the tort system to seek a resolution at a higher value than the Scheduled Value under the
Trust Distribution Procedures. The Average Value is designed to be the average value of claims
settled at the Scheduled Values or higher values as a means to, among other things, preserve the
Talc Personal Injury Trust’s payment percentage.
The Average and Maximum Values are based on the ratio of the scheduled to average to
maximum values of existing asbestos trusts. Based on information considered, and consistent with
the valuation matrices established by those other trusts, the Average Values were set at 125% and
Maximum Values were set at 337.5% of the Scheduled Values.
(6) Indemnified/Non-Indemnified and Mixed Claims Treatment
A Tort System Election Claimant will either receive a share of the cash assets funded by
the Debtors or the opportunity to pursue recovery in the tort system. The Scheduled Value
assigned to a Tort System Election Claimant reflects this election. All claimants have a right to
share in the Rio Tinto/Zurich Settlement funding. A Mixed Claimant essentially has two claims –
a J&J related claim and a non-J&J related claim. Such claimants may assert both claims under the
Trust Distribution Procedures. Moreover, and for the avoidance of doubt, the Talc Personal Injury
Trust reserves the right to pursue indemnification from J&J for any or all Indemnified Claims.
(7) Payment Percentage
Following significant analysis by the Tort Claimants’ Committee and the FCR, in
consultation with their respective experts, ranges have been established for the Initial Payment
Percentage to apply to each Fund. The Initial Payment Percentages were set based on criteria
including estimates of the total number of claims that will seek compensation from the Talc
Personal Injury Trust, the total number of claims that will qualify for payment from the Talc
Personal Injury Trust based on the criteria that has been established for payment, and the
anticipated administrative costs of the Talc Personal Injury Trust. The Initial Payment Percentage
for Fund A will be established between 0.40%-2.34%; the Initial Payment Percentage for Fund B
will be established between 3.70%-6.24%; and the Initial Payment Percentage for Fund C will be
established between 0.30%-1.48%. The Initial Payment Percentages may change if there are
significant changes in cash attributable to the Talc Personal Injury Trust.
The ranges for the Initial Payment Percentages that are set forth in this Disclosure
Statement do not take into account an allocation of the Cyprus Contribution. The Tort Claimants’
Committee and the FCR proposed an allocation of the Cyprus Contribution described in footnote
17 of this Disclosure Statement. Consummation of the proposed allocation of the Cyprus
Contribution remains subject to: (i) approval of any tort claimants’ committee to be appointed in
the Cyprus Mines Bankruptcy; (ii) approval of any future claimants’ representative to be appointed
in the Cyprus Mines Bankruptcy; (iii) approval by the Bankruptcy Court in the Debtors’ Chapter
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11 Cases; (iv) approval by the bankruptcy court in the Cyprus Mines Bankruptcy; (v) the Effective
Date; and (vi) the Cyprus Trigger Date.
(8) Post-Effective Date Future Claimants’ Representative
The initial FCR under the Talc Personal Injury Trust Agreement shall be James L. Patton,
Jr. Mr. Patton’s current hourly rate is $1,475.
(9) Foreign Claims
Based on the fact that there is no history of Foreign Claims asserted against the Debtors,
no Foreign Claims shall be paid under the Trust Distribution Procedures. Specifically, (i) there
were no Foreign Claims pending against any of the Debtors as of the Petition Date, and (ii) as of
the date of this Disclosure Statement, there are no Foreign Claims pending against ITI. For the
avoidance of doubt, the eight lawsuits asserting Mesothelioma Claims that were filed against ITI
and subsequently withdrawn do not fall within the definition of Foreign Claims. Although all Talc
Personal Injury Claims including Foreign Claims are channeled to the Talc Personal Injury Trust,
Section 5.2(b)(ii) of the Trust Distribution Procedures makes clear that there is no recovery for
any holder of a Foreign Claim.
(e) Objections by Various Parties
Various parties (the “Objectors”) have come forward to contest the legality and fairness
of the proposed trust mechanism and the proposed allocation of Talc Personal Injury Trust assets
among different categories of holders of Talc Personal Injury Claims on various grounds, including
an asserted failure to comply with the Bankruptcy Code. See Article XII. Unlike the Debtors, the
Tort Claimants’ Committee, and the FCR, these claimants do not have fiduciary obligations to the
Estates and to the Estates’ creditors and no obligation to ensure fair treatment for all holders of
current Talc Personal Injury Claims or future Demands against the Talc Personal Injury Trust.
However, certain of the Objectors contend that in proposing the trust mechanisms and allocation
of Talc Personal Injury Trust assets under the Trust Distribution Procedures, the Debtors, the Tort
Claimants’ Committee, and the FCR have failed to ensure fair treatment for all holders of current
Talc Personal Injury Claims or future Demands against the Talc Personal Injury Trust. The Plan
Proponents disagree with the objections raised by the Objectors and believe that they will be
overruled by the Bankruptcy Court.
(f) Tort System Election
If J&J refuses to defend an Indemnified Claim asserted by the holder of a Talc Personal
Injury Claim who makes a Tort System Election, the Talc Personal Injury Trust may exercise any
of the rights and remedies available to it under the J&J Indemnities (as defined in the Trust
Distribution Procedures), the Talc Insurance Policies, or the Cyprus Talc Insurance Policies,
subject to any valid defenses under those agreements and applicable law.
8.2 Select Provisions of the Trust Distribution Procedures
This Section of this Disclosure Statement summarizes certain relevant provisions of the
Trust Distribution Procedures, and is intentionally not a recitation of the entirety of the Trust
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Distribution Procedures. For additional information regarding the Trust Distribution Procedures
not discussed in this Section, please refer to the following select provisions of the Trust
Distribution Procedures:
Topic Plan Provision
Resolution of Talc Personal Injury Claims Section V
Claims Materials Section VI
General Guidelines for Liquidating and Paying Claims Section VII
Miscellaneous Section VIII
THE FOLLOWING SUMMARY HIGHLIGHTS CERTAIN OF THE SUBSTANTIVE

PROVISIONS OF THE TRUST DISTRIBUTION PROCEDURES, AND IS NOT, NOR IS IT
INTENDED TO BE, A COMPLETE DESCRIPTION OR A SUBSTITUTE FOR A FULL AND
COMPLETE REVIEW OF THE TRUST DISTRIBUTION PROCEDURES. THE PLAN
PROPONENTS URGE ALL HOLDERS OF TALC PERSONAL INJURY CLAIMS TO READ
AND STUDY CAREFULLY THE TRUST DISTRIBUTION PROCEDURES, A COPY OF
WHICH IS ATTACHED AS EXHIBIT A TO THE PLAN. CAPITALIZED TERMS USED BUT
NOT DEFINED IN THIS SECTION 8.2 HAVE THE MEANINGS ASCRIBED TO THEM IN
THE TRUST DISTRIBUTION PROCEDURES.
(a) Overview
(1) Trust Purpose
The purpose of the Trust is to assume the liability for Talc Personal Injury Claims pursuant
to the terms of the Plan, and to use the Talc Personal Injury Trust Assets to resolve and, if
appropriate, promptly pay Talc Personal Injury Claims in such a way that holders of similar Talc
Personal Injury Claims are valued and paid in substantially the same manner and otherwise comply
with the requirements of a trust set forth in section 524(g) of the Bankruptcy Code. To this end,
the Trust Distribution Procedures set forth procedures for processing, resolving, and paying (as
appropriate) Ovarian Cancer A-D Claims and Mesothelioma Claims A and B through the
Expedited Review Process in Section 5.2(a) of the Trust Distribution Procedures or the Individual
Review Process in Section 5.2(b) of the Trust Distribution Procedures. The Trust has established
Medical/Exposure Criteria in recognition of the unique and widespread consumer and commercial
nature of the use of Imerys Talc and Imerys Talc containing products and in recognition of the
limited Talc Personal Injury Trust Assets and Cyprus Contribution.
(2) Sub-Funds
The Trust Fund and Cyprus Contribution shall be divided into three funds within the Trust
(each, a “Fund”). Each Fund operates entirely separately and any changes to the administration
of one Fund, such as changes to Medical/Exposure Criteria, Scheduled, Average or Maximum
Values, Payment Percentage or Maximum Annual Payment, shall not affect or require changes to
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the other Funds. Each Fund shall be subject to the terms set forth in the Trust Distribution
Procedures for such Fund, and each Fund shall be operated for the exclusive benefit of the
respective beneficiaries of each Fund. Administrative expenses attributable to the operation of
one Fund (including the processing of claims asserted against such Fund) shall be allocated to that
Fund separately. Common administrative expenses incurred by the Trust that cannot be attributed
to the operation of a single Fund shall be split among the three Funds in a manner to ensure that
each Fund is responsible for a pro rata share of the common administrative expenses.
• Fund A: Ovarian Cancer A Claimants may seek a distribution from Fund A. Fund
A shall consist of a separate sub-account within the Trust equal to 40% of the total
Trust Fund and 30% of the Cyprus Contribution.
• Fund B: Mesothelioma Claimants and Secondary Mesothelioma Claimants may
seek a distribution from Fund B. Fund B shall consist of a separate sub-account
within the Trust equal to 40% of the total Trust Fund and 55% of the Cyprus
Contribution.
• Fund C: Ovarian Cancer B, C, and D Claimants may seek a distribution from Fund
C. Fund C shall consist of a separate sub-account within the Trust equal to 20% of
the total Trust Fund and 15% of the Cyprus Contribution.
(b) Treatment of Claims
(1) Treatment of Indemnified Claims
All holders of Indemnified Claims 91 (irrespective of cancer, disease or other personal

injury) shall elect to either: (1) seek recovery for such claim solely from the Trust under the
applicable Fund through the Expedited Review Process (if available) or the Individual Review
Process as set forth in Sections 2.4 and 2.5 of the Trust Distribution Procedures as a Trust Election
Claim; or (2) (x) pursue such claim against one or more of the Reorganized Debtors nominally in
the tort system in any court of competent jurisdiction selected by such Talc Personal Injury
Claimant, in their sole discretion, and (y) seek recovery for such claim as against one or more of
the non-Debtor Protected Parties under the applicable Fund through the Expedited Review Process
(if available) or the Individual Review Process as set forth in Sections 2.4 and 2.5 of the Trust
Distribution Procedures as a Tort System Election Claim. 92
91
“Indemnified Claims” means Talc Personal Injury Claims that are Indemnified, including, without
limitation, any claims asserting exposure to cosmetic talc manufactured, distributed, or sold by J&J during
the time periods covered by the J&J Indemnities. In addition, “Indemnified” is used to describe any Talc
Personal Injury Claim or any category of Talc Personal Injury Claims, in respect of which the Debtors, the
Trust, and/or any other person or entity who could have asserted or may assert, rights under and to the J&J
Indemnities.
92
As set forth in Sections 5.2(a)(iii) and 5.2(b)(vii) of the Trust Distribution Procedures, the
Scheduled, Average and Maximum Values provided for Tort System Election Claims are reduced to reflect
the election to pursue recovery in the tort system in lieu of sharing in the cash assets contributed by the
Debtors to the Trust.
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The Trust shall make available to Talc Personal Injury Claimants copies of all agreements
governing the J&J Indemnities. It shall be the responsibility of each Talc Personal Injury Claimant
to determine the scope of the J&J Indemnities prior to making the election set forth in Section
2.3(a)(ii)(x) of the Trust Distribution Procedures. The defense of such claims shall be tendered to
J&J and the Trust shall have no obligation to defend any such claims in the tort system. Any
settlement of or judgment in the tort system of an Indemnified Claim shall be remitted to the Talc
Personal Injury Claimant and shall not be subject to any Payment Percentage or Maximum Annual
Payment. The Trust may enforce the provisions of the J&J Indemnities with respect to such claim
and/or may assign the right to enforce such provisions of the J&J Indemnities with respect to such
claim solely to the extent permitted by applicable law and contract.
Upon J&J’s settlement of the Debtors’ liability (if any) with respect to a Tort System
Election Claim or entry of a judgment by Final Order in respect of such liability, none of the Trust,
the Debtors or the Reorganized Debtors shall have any obligation to pay such settlement or
judgment.
The Trust reserves the right to pursue indemnification from J&J for any or all Indemnified
Claims. In such event, the costs of such pursuit shall be borne in the first instance by the Trust
provided, however, that the Trust reserves the right to charge against any recovery the costs and
expenses incurred by the Trust directly or indirectly for fees and expenses incurred in pursuit of
the indemnification.
Holders of Mixed Claims 93 shall receive the right to (i) in respect of their Indemnified
Claims, make the same election as Indemnified Claimants set forth in Section 2.3(a) of the Trust
Distribution Procedures; and (ii) in respect of their Non-Indemnified Claims seek recovery from
Funds A, B, or C, whichever is applicable, as set forth in Sections 2.4 and 2.5 of the Trust
(2) Treatment of Ovarian Cancer A-D Claims
Ovarian Cancer A Claimants who elect to seek recovery from Fund A through the
Expedited Review Process or the Individual Review Process, shall be subject to the review and
valuation procedures set forth in the Trust Distribution Procedures and shall be subject to the
applicable Scheduled, Average and/or Maximum Values and Payment Percentage.
Ovarian Cancer B through D Claimants who elect to seek recovery from Fund C through
the Expedited Review Process or the Individual Review Process, shall be subject to the review and
valuation procedures set forth in the Trust Distribution Procedures and shall be subject to the
93
“Mixed Claim” means a Talc Personal Injury Claim for Ovarian Cancer or Mesothelioma that is
both an Indemnified Claim and a Non-Indemnified Claim. In addition, “Non-Indemnified Claim” means
any Talc Personal Injury Claim that is not an Indemnified Claim.
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Holders of Mixed Claims for Ovarian Cancer who elect to seek recovery from the
applicable Fund in respect of their Non-Indemnified claims also retain the right to pursue recovery
on their Indemnified Claims as set forth in Section 2.3(a) of the Trust Distribution Procedures.
(3) Treatment of Mesothelioma Claims
Mesothelioma A Claimants and Mesothelioma B Claimants with Regular and Routine

Exposure who elect to seek recovery from Fund B through the Expedited Review Process or the
Individual Review Process, shall be subject to the review and valuation procedures set forth in the
Trust Distribution Procedures and shall be subject to the applicable Scheduled, Average and/or
Maximum Values and Payment Percentage.
Mesothelioma A Claimants and Mesothelioma B Claimants without Regular and Routine

Exposure and Secondary Mesothelioma Claimants who elect to seek recovery from Fund B
through the Individual Review Process, shall be subject to the review and valuation procedures set
forth in the Trust Distribution Procedures (including the terms set forth in Sections 5.2(b)(iv) and
(v) of the Trust Distribution Procedures) and shall be subject to the applicable Scheduled, Average
and/or Maximum Values and Payment Percentage.
Holders of Mixed Claims for Mesothelioma who elect to seek recovery from Fund B in
respect of their Non-Indemnified claims also retain the right to pursue recovery on their
Indemnified Claims as set forth in Section 2.3(a) of the Trust Distribution Procedures.
(4) Claim Treatment Summary
The following chart summarizes the information contained in Sections 2.3 to 2.5 of the
Trust Distribution Procedures:
Disease Indemnified (J&J Product) Non-Indemnified (No J&J Product)

Mesothelioma May elect either: (a) to proceed May file a claim with the Trust under
Claims with against the Debtors in the tort Expedited Review or Individual Review, as
Regular and system AND seek recovery from set forth in the Trust Distribution
Routine Exposure the Trust as a Tort System Election Procedures, for distribution from the Trust
Claimant; OR (b) to seek recovery as a Non-Indemnified Claim.
solely from the Trust as a Trust
Election Claimant.
Claims without against the Debtors in the tort Individual Review, as set forth in the Trust
Regular and system AND seek recovery from Distribution Procedures, for distribution
Routine Exposure the Trust as a Tort System Election from the Trust as a Non-Indemnified Claim.
and Secondary Claimant; OR (b) to seek recovery
Mesothelioma solely from the Trust as a Trust
Claims Election Claimant.
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Ovarian Cancer A May elect either: (a) to proceed May file a claim with the Trust under
through D against the Debtors in the tort Expedited Review or Individual Review, as
system AND seek recovery from set forth in the Trust Distribution
the Trust as a Tort System Election Procedures, for distribution from the Trust
Claimant; OR (b) to seek recovery as a Non-Indemnified Claim.
solely from the Trust as a Trust
Election Claimant.
Mixed Claim In respect of the Indemnified Claim, may elect either: (a) to proceed against the
Debtors in the tort system AND seek recovery from the Trust as a Tort System
Election Claimant; OR (b) may file a claim with the Trust under Expedited Review
or Individual Review, as set forth in the Trust Distribution Procedures, for
distribution from the Trust as a Mixed Claimant. In respect of the Non-
Indemnified Claim, may file a claim with the Trust under Expedited Review or
Individual Review, as set forth in the Trust Distribution Procedures, for
distribution from the Trust as a Trust Election Claimant.
(5) Necessity of Filing a Trust Claim Form
All holders of Talc Personal Injury Claims, including Indemnified Claims and Mixed
Claims, must file a Trust Claim Form with the Trust. Holders of Indemnified Claims shall make
the election set forth in Section 2.3(a) of the Trust Distribution Procedures. Consent from the
Trust shall be required before an Indemnified Claimant or Mixed Claimant may pursue their
Indemnified Claims against the Debtors in the tort system (including claimants asserting a Talc
Personal Injury Claim that is not for Mesothelioma or Ovarian Cancer). Notice of such consent
shall be provided to J&J. Indemnified Claimants and Mixed Claimants may then commence
litigation as set forth in the Trust Distribution Procedures provided he or she thereafter files a Basic
Claims Submission.
(6) Application of the Payment Percentages
Any adjustments to Payment Percentages shall be made only pursuant to Section 4.2 of the
Trust Distribution Procedures, and any adjustments to paid claims are governed by Section 4.3 of
the Trust Distribution Procedures. Because there is uncertainty in the prediction of both the total
amount of the Trust’s talc-related liabilities and the amount of the Talc Personal Injury Trust
Assets, no guarantee can be made of the Payment Percentage that will be applicable to any Talc
Personal Injury Claim.
(7) Determination of the Maximum Annual Payments
The Trust shall model the cash flow, principal, and income year-by-year to be paid over its
entire life of each Fund to ensure that each Fund shall be available to treat all present and future
holders of Talc Personal Injury Claims as similarly as possible. In each year, based upon the model
of cash flow for each Fund, the Trust shall be empowered to make offers to Talc Personal Injury
Claimants up to the Maximum Annual Payment for each Fund considering the Payment Percentage
provisions set forth in Sections 4.2 and 4.3 of the Trust Distribution Procedures. The Maximum
Annual Payments for each Fund shall be determined annually by the Trustees with the consent of
the TAC and the FCR. The Trust’s offers to all Talc Personal Injury Claimants from a given Fund
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shall not exceed the applicable Fund’s Maximum Annual Payment so determined for that year.
Should the Maximum Annual Payment for a particular Fund not be reached in any year, the portion
of the Maximum Annual Payment for each Fund that is not exhausted in that year shall be added
to the Maximum Annual Payment for the applicable Fund for the following year and any
subsequent year until exhausted or an adjustment is made to the Payment Percentage applicable to
such Fund. Should the Maximum Annual Payment for the applicable Fund be reached in any Trust
year before all claimants in the applicable FIFO Payment Queue have been paid, such claimants
shall be paid in the following year in the order they appear in such Fund’s FIFO Payment Queue.
The Payment Percentages and the Maximum Annual Payment amounts are based on projections
over the lifetime of the Trust. If such long-term projections are revised, that may result in a new
model of the Trust’s anticipated cash flow and a new calculation of a Maximum Annual Payment
for one or more of the Funds.
(8) Indirect Talc Personal Injury Claims
As set forth in Section 5.4 of the Trust Distribution Procedures, Indirect Talc Personal
Injury Claims, if any, shall be subject to all the same limitations and provisions relating to
categorization, evaluation and payment of the Trust Distribution Procedures as all other Talc
Personal Injury Claims, including the applicable Payment Percentage.
Resolution of Indirect Talc Personal Injury Claims. Indirect Talc Personal Injury Claims
asserted against the Trust shall be treated as presumptively valid and paid by the Trust subject to
the applicable Payment Percentage (and all other limitations applicable to Direct Talc Personal
Injury Claims under the Trust Distribution Procedures) if (a) such claim satisfied the requirements
of the Claims Bar Date for such claims established by the Bankruptcy Court, if applicable, and is
not otherwise disallowed by section 502(e) of the Bankruptcy Code or subordinated under
section 509(c) of the Bankruptcy Code, and (b) the Indirect Claimant establishes to the satisfaction
of the Trustees that (i) the Indirect Claimant has paid in full the liability and obligation of the Trust
to the individual claimant to whom the Trust would otherwise have had a liability or obligation
under the Trust Distribution Procedures (and which has not been paid by the Trust), (ii) the Direct
Claimant and the Indirect Claimant have forever and fully released the Trust and the Protected
Parties from all liability to the Direct Claimant and the Indirect Claimant, (iii) the claim is not
otherwise barred by a statute of limitations or repose or by other applicable law; and (iv) the
Indirect Claimant does not owe the Debtors, Reorganized Debtors, or the Trust an obligation to
indemnify the liability so satisfied. In no event shall any Indirect Claimant have any rights against
the Trust superior to the rights of the related Direct Claimant against the Trust, including any rights
with respect to the timing, amount or manner of payment. In addition, no claim of an Indirect
Claimant may be liquidated and paid in an amount that exceeds what the Indirect Claimant has
paid the related Direct Claimant in respect of such claim for which the Trust would have liability.
Further, in no event shall any Indirect Talc Personal Injury Claim exceed the Maximum Value of
the compensable injury. An Indirect Talc Personal Injury Claim shall be subject to the applicable
Payment Percentages and Average Value set forth in the Trust Distribution Procedures.
To establish a presumptively valid Indirect Talc Personal Injury Claim, the Indirect
Claimant’s aggregate liability for the Direct Claimant’s claim must also have been fixed, liquidated
and paid fully by the Indirect Claimant by settlement (with the consent of the Trust and an
appropriate full release in favor of the Trust and the Protected Parties) or a Final Order, provided
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that such claim is valid under applicable state law. In any case where the Indirect Claimant has
satisfied the claim of a Direct Claimant against the Trust under applicable law by way of a
settlement, the Indirect Claimant shall obtain for the benefit of the Trust and the Protected Parties
a release in form and substance satisfactory to the Trustees.
If an Indirect Claimant cannot meet the presumptive requirements set forth above,
including the requirement that the Indirect Claimant provide the Trust and the Protected Parties
with a full release of the Direct Claimant’s claim, and demonstrate that the Indirect Claimant does
not owe the Debtors, Reorganized Debtors or the Trust any indemnification obligation in respect
of such claim, the Indirect Claimant may request that the Trust review the Indirect Talc Personal
Injury Claim individually to determine whether the Indirect Claimant can establish under
applicable state law that the Indirect Claimant has paid all or a portion of a liability or obligation
that the Trust had to the Direct Claimant. If the Indirect Claimant can show that it has paid all or a
portion of such liability or obligation, the Trust shall reimburse the Indirect Claimant the amount
of the liability or obligation so paid, times the then applicable Payment Percentage. However, in
no event shall such reimbursement to the Indirect Claimant be greater than the amount to which
the Direct Claimant would have otherwise been entitled under the Trust Distribution Procedures.
Further, the liquidated value of any Indirect Talc Personal Injury Claim paid by the Trust to an
Indirect Claimant shall be treated as an offset to or reduction of the full liquidated value of any
Talc Personal Injury Claim that might be subsequently asserted by the Direct Claimant against the
Trust.
Any dispute between the Trust and an Indirect Claimant over whether the Indirect Claimant
has a right to reimbursement for any amount paid to a Direct Claimant shall be subject to the ADR
Procedures. If such dispute is not resolved under the ADR Procedures, the Indirect Claimant may
litigate the dispute in the tort system pursuant to Section 5.8 of the Trust Distribution Procedures.
Indirect Claimants holding Indirect Talc Personal Injury Claims that have not been
disallowed, discharged, or otherwise resolved by Final Order shall have such claims processed in
accordance with procedures to be developed and implemented by the Trustees consistent with the
provisions of Section 5.4 of the Trust Distribution Procedures, which procedures (a) shall
determine the validity, allowability and enforceability of such claims, and (b) shall otherwise
provide the same liquidation and payment procedures and rights to the holders of such claims as
the Trust would have afforded the holders of the underlying valid Talc Personal Injury Claims.
The Trustees may develop and approve a separate claim form for Indirect Claimants with
the consent of the TAC and FCR.
(c) TDP Administration
(1) TAC and FCR
Pursuant to the Plan, the Trust Agreement, and the Trust Distribution Procedures, the
Trustees shall obtain the consent of the TAC and the FCR with respect to any amendment, change
or modification to the Trust Distribution Procedures pursuant to Sections 4.1, 4.2, 5.2 and 8.3, and
on such other matters as are required in the Trust Distribution Procedures or in the Trust
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Agreement. On all other matters, the Trust shall be administered by the Trustees in consultation
with the TAC and the FCR.
(2) Consent and Consultation Procedures
In those circumstances in which consultation or consent of the TAC and FCR is required,
the Trustees shall provide written notice to the TAC and the FCR of the specific amendment or
other action that is proposed. The Trustees shall not implement such amendment or take such
action unless and until the parties have engaged in the Consultation Process described in
Section 7.1(a) or the Consent Process described in Section 7.1(b), as applicable, of the Trust
Agreement.
(d) Payment Percentage; Periodic Estimates
(1) Uncertainty of Debtors’ Talc Liabilities
Litigation arising from the use and/or exposure to talc is a relatively new mass tort and
there is inherent uncertainty regarding the aggregate value of the Debtors’ total talc-related
liabilities. The Trustees must determine from time to time the percentage of value that holders of
present and future Talc Personal Injury Claims are likely to receive from the applicable Fund as
reflected by the applicable Payment Percentage to provide reasonable assurance that holders of
similar Talc Personal Injury Claims are valued and paid in substantially the same manner. Each
Fund shall have its own Payment Percentage. No Payment Percentage shall apply to the value of
any payments owed by J&J by operation of one or more of the J&J Indemnities to holders of Tort
System Election Claims or Mixed Claims determined by (a) settlement or (b) a judgment by Final
Order.
(2) Computation of Payment Percentages
The Initial Payment Percentages shall apply to all Talc Personal Injury Claims to be paid
by the Trust until the Trustees, with the consent of the TAC and the FCR, determine that one or
more of the Payment Percentages must be changed to assure that the Trust shall be in a financial
position to pay present and future holders of similar Talc Personal Injury Claims in substantially
the same manner.
In making any such change to any Payment Percentage, the Trustees, the TAC and the FCR
shall take into account the fact that the holders of Talc Personal Injury Claims who voted on the
Plan relied on the findings of experts that the Initial Payment Percentages represented a reasonably
reliable estimate of the Trust’s total assets and liabilities over the Trust’s life based on the best
information available at the time, and shall therefore give due consideration to the expectations of
such claim holders that the applicable Initial Payment Percentage would be applied to their Talc
No less frequently than once every twelve (12) months, commencing on the Initial Claims
Filing Date, the Trustees shall compare the liability forecasts for each Fund on which the then
applicable Payment Percentage is based with the actual claims filing and payment experience of
each Fund to date. If the results of the comparison call into question the ability of any Fund to
continue to rely upon the current liability forecast, the Trustees shall undertake a reconsideration
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of the applicable Payment Percentage. The Trustees may also reconsider the then-applicable
Payment Percentages at shorter intervals if the Trustees deem such reconsideration appropriate or
if requested by the TAC or the FCR.
The Trustees must base their determination of each of the Payment Percentages on current
estimates of the number, types, and values of present and future Talc Personal Injury Claims, the
value remaining in the applicable Fund, all anticipated administrative and legal expenses, and any
other material matters that are reasonably likely to affect the sufficiency of funds available to pay
the Trust’s liability to present and future holders of Talc Personal Injury Claims.
(3) Applicability of the Payment Percentages
The Trust shall apply the applicable Payment Percentages to all payments made to Talc
Personal Injury Claimants. The payment to a claimant shall reflect the applicable Payment
Percentage in effect at the time a Representative’s properly completed Acceptance and Release is
received by the Trust.
If the Trustees, with the consent of the TAC and the FCR, increase the Payment Percentage
applicable to any Fund, the Trustees shall make supplemental payments to all claimants who
previously liquidated their claims and received payments from such Fund based on the lower
Payment Percentage. The amount of any such supplemental payment shall be the liquidated value
of the claim in question times the applicable newly adjusted Payment Percentage, less all amounts
previously paid to the claimant with respect to the claim (but excluding any such amounts
attributable to any sequencing adjustment paid pursuant to Section 7.7 of the Trust Distribution
Procedures).
The Trustees’ obligation to make a supplemental payment to a claimant shall be suspended

in the event the payment in question would be less than $250 after application of the Payment
Percentage at that time, and the amount of the suspended payment to the holder of any Talc
Personal Injury Claim shall be added to the amount of any prior supplemental payment/payments
that was/were also suspended because it/they collectively would have been less than $250.
However, the Trustees’ obligation shall resume, and the Trustees shall pay any such aggregate
supplemental payments due the claimant at such time that the cumulative aggregate exceeds $250.
(e) Resolution of Talc Personal Injury Claims – Settled and Unpaid Talc Personal
Injury Claims
The holder of a Settled and Unpaid Talc Personal Injury Claim may: (i) resubmit such
claim for qualification and valuation under the Trust pursuant to the procedures set forth in the
Trust Distribution Procedures; or (ii) agree to accept the settled amount of their claim up to the
Maximum Value multiplied by the Initial Payment Percentage of the applicable Fund.
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(f) Resolution of Unliquidated Talc Personal Injury Claims – Expedited Review

Process
(1) In General
The Expedited Review Process is designed to provide qualifying claimants (a) an

expeditious, efficient, and inexpensive method for liquidating applicable, compensable Talc
Personal Injury Claims where the claim, after meeting the applicable Medical/Exposure Criteria,
can easily be verified by the Trust; and (b) a fixed and certain claim value. If, after completing its
review, the Trust does not offer the claimant Scheduled Value, the claimant may provide additional
evidence and request that the claim be reviewed pursuant to the Individual Review Process in
accordance with Section 5.2(b) of the Trust Distribution Procedures or proceed to ADR in
accordance with Section 5.7 of the Trust Distribution Procedures.
(2) Claims Processing Under the Expedited Review Process
All claimants seeking liquidation of a Talc Personal Injury Claim pursuant to the Expedited
Review Process shall file the Trust Claim Form. Following receipt of a Complete Claim
Submission, the Trust shall determine whether the claim described therein meets the
Medical/Exposure Criteria for any claim category eligible for the Expedited Review Process and
shall advise the claimant whether the submitted Trust Claim Form is compensable or deficient. If
the Trust determines that a claim meets the Medical/Exposure Criteria for a claim category eligible
for the Expedited Review Process, the Trust shall tender to the claimant an offer of payment equal
to the Scheduled Value for such disease set forth in Section 5.2(a)(iii) of the Trust Distribution
Procedures, subject to the applicable Payment Percentage in accordance with Section 4.3. Offers
tendered to Ovarian Cancer A-D Claimants shall be subject to both the BRCA Reduction and the
Clear Cell Reduction, as applicable, after application of the Payment Percentage. The Trust’s offer
shall be delivered together with the form of Acceptance and Release. Upon the Trust’s receipt of
a properly completed Acceptance and Release, the claim shall be placed in the applicable FIFO
payment queue, and the Trust shall make payment on the claim subject to the limitations, if any,
of the applicable Maximum Annual Payment.
(3) Ovarian Cancer A-D Claims and Mesothelioma Claims: Scheduled Value
and Medical/Exposure Criteria
The Scheduled Values and Medical/Exposure Criteria set forth below shall apply to all
applicable claims for Ovarian Cancer A through D and Mesothelioma filed with the Trust on or
before the Initial Claims Filing Date for which the claimant elects the Expedited Review Process
and shall continue to apply unless and until changed in accordance with the Trust Distribution
Procedures. On or after the Initial Claims Filing Date, the Trustees, with the consent of the TAC
and FCR, may add to, change or eliminate Scheduled Values and/or Medical/Exposure Criteria for
Ovarian Cancer A-D Claims and Mesothelioma Claims except that in no event shall the Scheduled
Value for Ovarian Cancer A or Mesothelioma be reduced to an amount less than the Scheduled
Value identified below. In addition, commencing on January 1, 2022, the Trust shall modify these
valuations annually for inflation based on the CPI-U published by the United States Department
of Labor, Bureau of Labor Statistics. Any such changes shall apply to such Talc Personal Injury
Claims filed after the date of such change.
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Expedited Review Medical/Exposure Criteria
Disease/Category Medical/Exposure Criteria for Trust Distribution

Mesothelioma A (i) Diagnosis of Mesothelioma; (ii) Debtor Exposure;
and (iii) Regular and Routine Exposure to Cosmetic
Talc.
Mesothelioma B (i) Diagnosis of Mesothelioma; (ii) Debtor Exposure;
and (iii) Regular and Routine Exposure to Industrial
Talc.
Ovarian Cancer A (i) Diagnosis of Ovarian Cancer A; (ii) Debtor
Exposure; and (iii) Personal Use Exposure.
Ovarian Cancer B (i) Diagnosis of Ovarian Cancer B; (ii) Debtor
Ovarian Cancer C (i) Diagnosis of Ovarian Cancer C; (ii) Debtor
Ovarian Cancer D (i) Diagnosis of Ovarian Cancer D; (ii) Debtor
Scheduled Values of Claims Eligible for Expedited Review
Scheduled Values
Disease Level Trust Election Claims
Tort System
and Non-Indemnified Mixed Claims
Election Claims
Claims
Mesothelioma A $140,000 $400,000 $400,000
Mesothelioma B $140,000 $400,000 $400,000
Ovarian Cancer A $140,000 $400,000 $400,000
Ovarian Cancer B $ 91,000 $260,000 $260,000
Ovarian Cancer C $ 49,000 $140,000 $140,000
Ovarian Cancer D $ 21,000 $ 60,000 $ 60,000
(g) Resolution of Unliquidated Talc Personal Injury Claims – Individual Review

Process
(1) In General
Subject to the provisions set forth in the Trust Distribution Procedures, a claimant may
elect to have his or her Talc Personal Injury Claim reviewed under the Individual Review Process
to determine whether (A) for Ovarian Cancer A-D Claims and Mesothelioma Claims that meet the
relevant Medical and Exposure Criteria, whether the value of the claim differs from the Scheduled
Value provided (see Section 5.2(b)(iii)) in the Trust Distribution Procedures; and (B) for
Mesothelioma Claims without Regular and Routine Exposure, and Secondary Mesothelioma
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Claims, whether the claim is compensable under the Trust Distribution Procedures and the value
of such claim (see Sections 5.2(b)(iv) and (v) of the Trust Distribution Procedures, respectively).
A Talc Personal Injury Claim liquidated in the Individual Review Process may be determined to
be more or less than the Scheduled Value the claimant would have received under the Expedited
Review Process. Until such time as the Trust has made an offer on a claim pursuant to the
Individual Review Process, the claimant may change his or her election to proceed with the
Individual Review Process and have the claim liquidated pursuant to the Expedited Review
Process. In the event of such a change in the processing election, the claimant shall nevertheless
retain his or her place in the applicable FIFO Processing Queue. If, after completing its review,
the Trust does not extend an offer, the claimant may provide additional evidence and request that
the claim be re-reviewed or proceed to ADR in accordance with Section 5.7 of the Trust
(2) Foreign Claims
Notwithstanding anything to the contrary in the Trust Distribution Procedures, based on

the fact that there is no history of Foreign Claims asserted against the Debtors, no Foreign Claims
shall be paid from the Trust or under the Trust Distribution Procedures.
(3) Ovarian Cancer A-D Claims and Mesothelioma Claims that meet the
Medical and Exposure Criteria
Ovarian Cancer A-D Claimants and Mesothelioma Claimants that meet the Medical and
Exposure Criteria set forth in Section 5.2(a)(iii) of the Trust Distribution Procedures and believe
they are entitled to greater than the applicable Scheduled Value, shall be eligible to seek the
Individual Review Process to determine the value of their claims. The Individual Review Process
is intended to result in payments equal to the full liquidated value for each claim (subject to the
applicable Payment Percentage) which may be determined to be more or less than the Scheduled
Value the claimant would have received under the Expedited Review Process. Because the
detailed examination and valuation process pursuant to the Individual Review Process requires
substantial time and effort, claimants electing to undergo the Individual Review Process may be
paid on the basis of the liquidated value of their Talc Personal Injury Claims later than would have
been the case had the claimant elected the Expedited Review Process. The liquidated values of
Ovarian Cancer A-D Claims or Mesothelioma Claims that undergo the Individual Review Process
in accordance with the factors set forth in Section 5.2(b)(vi) of the Trust Distribution Procedures
may be determined to be less than the Scheduled Value for the applicable disease, and, in any
event, shall not exceed the Maximum Value for such disease as set forth in the Trust Distribution
Procedures.
(4) Mesothelioma Claims without Regular and Routine Exposure
The Individual Review Process provides Mesothelioma Claimants that do not satisfy the
Regular and Routine Exposure criteria with an opportunity for individual consideration and
evaluation. If a Mesothelioma Claimant fails to meet the exposure period criteria in prong “a” of
the Regular and Routine Exposure criteria, but such Claimant otherwise has regular or routine
exposure equivalent to the applicable time period and no other exposure to asbestos, the Trust shall
consider and evaluate the nature, intensity and duration of the exposure to Cyprus Talc and/or
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Imerys Talc. If the Trust is satisfied that the claimant has presented a claim that would be
compensable in the tort system, the Trust may offer the claimant a liquidated value up to the
applicable Scheduled Value for Mesothelioma, subject to the applicable Payment Percentage. If a
Mesothelioma Claimant fails to meet prong “b” of the Regular and Routine Exposure criteria, the
Trust shall consider and evaluate the nature, intensity and duration of all other exposures to
asbestos as well as the nature, intensity and duration of the exposure to Cyprus and/or Imerys Talc.
If the Trust is satisfied that the claimant has presented a claim that would be compensable in the
tort system, the Trust may offer the claimant a liquidated value up to the applicable Scheduled
Value for Mesothelioma, subject to the applicable Payment Percentage.
(5) Mesothelioma Secondary Exposure Claims
If a claimant alleges Mesothelioma from Debtor Exposure based on exposure to Cyprus

and/or Imerys Industrial Talc from close physical contact to a person who was occupationally
exposed (whether direct or bystander) to Cyprus Talc and/or Imerys Industrial Talc (i.e., a
“Secondary Mesothelioma Claim”), the claimant must seek the Individual Review Process for
his or her claim pursuant to Section 5.2(b) of the Trust Distribution Procedures. In such a case,
the claimant must establish that the occupationally exposed person would have met the exposure
requirements under the Trust Distribution Procedures that would have been applicable had the
occupationally exposed person filed a Mesothelioma Claim against the Trust, including the
requirement of Debtor Exposure. In addition, the claimant with a Secondary Mesothelioma Claim
must establish that he or she is suffering from Mesothelioma, that his or her own Debtor Exposure
to the occupationally exposed person occurred within the same time frame that the occupationally
exposed person was exposed to Cyprus and/or Imerys Talc, and that such secondary exposure was
a cause of the Mesothelioma. If the Trust is satisfied that the claimant has presented a claim that
would be compensable in the tort system, the Trust may offer the claimant a liquidated value up
to the applicable Scheduled Value for Mesothelioma, subject to the applicable Payment
Percentage.
(6) Valuation Factors to Be Considered in the Individual Review Process
The Trust shall liquidate the value of each Talc Personal Injury Claim that undergoes the
Individual Review Process based on the historic liquidated values of other similarly situated claims
in the tort system as it exists on the Effective Date for similar claims or an analogous disease, or
upon such criteria as the Trust may develop in consultation with the TAC and the FCR based upon
its claims administrative experience and information available on values through continued
litigation in the tort system. Accordingly, the Trust shall take into consideration all of the factors
that affect the amount of damages and values in the tort system, including, but not limited to,
credible evidence of (i) the degree to which the characteristics of a claim differ from the
Medical/Exposure Criteria for the disease in question; (ii) factors such as the claimant’s age,
disability, employment status, disruption of household, family or recreational activities,
dependencies, special damages, and pain and suffering; (iii) whether the claimant’s damages were
(or were not) caused by Debtor Exposure (for example, possible alternative causes and the strength
of documentation of injuries); (iv) settlement and verdict histories in the Claimant’s Jurisdiction
for similarly situated or analogous claims; (v) the greater of (a) settlement and verdict histories for
the claimant’s law firm in the Claimant’s Jurisdiction for similarly situated or analogous claims,
and (b) settlement and verdict histories for the claimant’s law firm, including all cases where the
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claimant’s law firm satisfies the Trust on the basis of clear and convincing evidence provided to
the Trust that the claimant’s law firm played a substantial role in the prosecution and resolution of
the cases, such as actively participating in court appearances, discovery and/or trial of the cases,
irrespective of whether a second law firm was also involved and would also be entitled to include
the cases in its “settlement and verdict histories.” For the avoidance of doubt, mere referral of a
case, without further direct involvement, will not be viewed as having played a substantial role in
the prosecution and resolution of a case. In liquidating the value of a Talc Personal Injury Claim
that undergoes the Individual Review Process, the Trust shall treat a claimant as living if the
claimant was alive at the time the initial prepetition complaint was filed or the Trust Claim Form
was filed with the Trust even if the claimant has subsequently died.
With respect to Claimant’s Jurisdiction, if the claim was not filed against the Debtors in
the tort system prior to the Petition Date, the claimant may elect as the Claimant’s Jurisdiction
(i) the jurisdiction in which the claimant resides or resided at the time of diagnosis or when the
claim is filed with the Trust; (ii) a jurisdiction in which the claimant experienced exposure to
Cyprus and/or Imerys Talc or a product containing Cyprus and/or Imerys Talc; (iii) a jurisdiction
in which the claimant experienced conduct which exposed a claimant to a product containing
Cyprus and/or Imerys Talc for which the Debtors have legal responsibility; or (iv) any other
jurisdiction in which the claimant could have brought suit in the absence of the bankruptcy cases.
With respect to the Claimant’s Jurisdiction, in the event a claim is made under the Trust
Distribution Procedures for compensatory damages that would otherwise satisfy the criteria for
payment under the Trust Distribution Procedures, but Claimant’s Jurisdiction is a Foreclosed
Jurisdiction, the claimant may elect the Commonwealth of Pennsylvania as the Claimant’s
Jurisdiction, and such claimant’s damages shall be determined pursuant to the statutory and
common laws of the Commonwealth of Pennsylvania without regard to its choice of law principles.
The choice of law provision in Section 8.6 of the Trust Distribution Procedures applicable to any
claim with respect to which, but for this choice of law provision, the applicable law of the
Claimant’s Jurisdiction pursuant to Section 5.2(b)(vi) of the Trust Distribution Procedures is
determined to be the law of a Foreclosed Jurisdiction, shall govern only the rights between the
Trust and the claimant, and, to the extent the Trust seeks recovery from any entity that provided
insurance coverage to the Debtors, the law of the Foreclosed Jurisdiction shall govern.
(7) Average and Maximum Values for Talc Personal Injury Claims
Average and Maximum Values for Talc Personal Injury Claims shall be as follows:
Average Values
Trust Election
Disease Level Tort System Claims and Non-
Mixed Claims
Election Claims Indemnified
Claims
Mesothelioma Claims with $175,000 $500,000 $500,000
Regular and Routine
Exposure
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Average Values
Trust Election
Mixed Claims
Claims
Mesothelioma Claims $52,500 $150,000 $150,000
without Regular and
Routine Exposure
Secondary Mesothelioma $52,500 $150,000 $150,000
Claims
Ovarian Cancer A Claims $175,000 $500,000 $500,000
Ovarian Cancer B Claims $113,750 $325,000 $325,000
Ovarian Cancer C Claims $61,250 $175,000 $175,000
Ovarian Cancer D Claims $26,250 $75,000 $75,000
Maximum Values
Trust Election
Mixed Claims
Claims
Mesothelioma Claims with $472,500 $1,350,000 $1,350,000
Regular and Routine
Exposure
Mesothelioma Claims $140,000 $400,000 $ 400,000
without Regular and
Routine Exposure
Secondary Mesothelioma $140,000 $ 400,000 $400,000
Claims
Ovarian Cancer A Claims $472,500 $1,350,000 $1,350,000
The foregoing Average Values and Maximum Values shall apply to all Talc Personal Injury
Claims filed with the Trust on or before the Initial Claims Filing Date and shall continue to apply
unless and until changed in accordance with the Trust Distribution Procedures. On or after the
Initial Claims Filing Date, the Trust, with the consent of the TAC and FCR may change these
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values as set forth in Section 4.1 of the Trust Distribution Procedures. Any such changes shall
apply to such Talc Personal Injury Claims filed after the date of such change.
(8) Claims Processing Under Individual Review
All claimants seeking liquidation of a Talc Personal Injury Claim pursuant to the Individual
Review Process shall file the Trust Claim Form. Following receipt of a Complete Claim
Submission, the Trust shall determine the liquidated value, if any, of the claim (as set forth in the
Trust Distribution Procedures) and shall advise the claimant of that determination. The Trust shall
tender to the claimant an offer of payment equal to the determined liquidated value subject to the
applicable Payment Percentage in accordance with Section 4.3 of the Trust Distribution
Procedures. Offers tendered to Ovarian Cancer A-D Claimants shall be subject to both the BRCA
Reduction and the Clear Cell Reduction, as applicable, after application of the Payment
Percentage. The Trust’s offer shall be delivered together with the form of Acceptance and Release.
Upon the Trust’s receipt of a properly completed Acceptance and Release, the claim shall be placed
in the applicable FIFO Payment Queue and the Trust shall make payment on the claim, subject to
the limitations, if any, of the applicable Maximum Annual Payment.
(h) Evidentiary Requirements
(1) Mesothelioma Medical Evidence
In General. All diagnoses of Mesothelioma shall be accompanied by either (i) a statement

by the physician providing the diagnosis that at least ten (10) years have elapsed between the date
of first exposure to asbestos to onset of disease, or (ii) a history of the claimant’s Debtor Exposure,
which may be by affidavit, sales receipts, photographs, product possession, invoices, employment,
construction records, hospital records, or similar records, or by other credible evidence, sufficient
to establish a 10-year latency period from date of first exposure to asbestos to onset of disease.
Credibility of Medical Evidence. Before making any payment to a claimant, the Trust
must have reasonable confidence that the medical evidence provided in support of the claim is
credible and consistent with recognized medical standards. Diagnosis by a physician competent
to make a diagnosis of Mesothelioma shall be sufficient medical evidence.
In addition, claimants who otherwise meet the requirements of the Trust Distribution
Procedures for payment of a Talc Personal Injury Claim shall be paid irrespective of the results in
any litigation at any time between the claimant and any other defendant in the tort system.
However, any relevant evidence submitted in a proceeding in the tort system, other than any
findings of fact, a verdict, or a judgment, involving another defendant may be introduced by either
the claimant or the Trust in any Individual Review Process proceeding conducted pursuant to
Section 5.2(b) of the Trust Distribution Procedures or any Exigent Claim proceeding conducted
pursuant to Section 5.3(a) of the Trust Distribution Procedures. The Trust may take any action it
deems appropriate to protect the interests of the Trust in response to the submission of Medical
Evidence it deems unreliable.
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(2) Ovarian Cancer Medical Evidence
In General. All diagnoses of Ovarian Cancer shall be accompanied by either (i) a

statement by the physician providing the diagnosis that at least ten (10) years have elapsed between
the date of first exposure to Imerys Talc or an Imerys Talc-containing product and the diagnosis,
or (ii) a history of the claimant’s Debtor Exposure, which may be by affidavit, sales receipts,
photographs, product possession, invoices, hospital records or similar records, or by other credible
evidence, sufficient to establish a 10-year latency period.
Credibility of Medical Evidence. Before making any payment to a claimant, the Trust
must have reasonable confidence that the medical evidence provided in support of the claim is
credible and consistent with recognized medical and scientific standards. The Trust may require
the submission of pathology reports, laboratory tests, surgical reports, hospitalization records,
results of medical examinations or reviews of other medical evidence. Medical evidence that is
proof of diagnosis, subtype, and stages of epithelial ovarian cancer, fallopian tube cancer, or
primary peritoneal cancer by a gynecologic oncologist, medical oncologist, or pathologist, is
presumptively reliable, although the Trust may seek to rebut the presumption.
In addition, claimants who otherwise meet the requirements of the Trust Distribution
Procedures for payment of a Talc Personal Injury Claim shall be paid irrespective of the results in
any litigation at any time between the claimant and any other defendant in the tort system.
However, any relevant evidence submitted in a proceeding in the tort system, other than any
findings of fact, a verdict, or a judgment, involving another defendant may be introduced by either
the claimant or the Trust in any Individual Review Process proceeding conducted pursuant to
Section 5.2(b) of the Trust Distribution Procedures or any Exigent Claim proceeding conducted
pursuant to Section 5.3(a) of the Trust Distribution Procedures. The Trust may take any action it
deems appropriate to protect the interests of the Trust in response to the submission of Medical
(3) Exposure Evidence
To receive compensation from the Trust, a claim must demonstrate Debtor Exposure.
Claims based on conspiracy theories that involve no exposure to talc or talc-containing products
sold, distributed, marketed, handled, processed or manufactured by the Debtors are not
compensable under the Trust Distribution Procedures. To meet the presumptive exposure
requirements of the Expedited Review Process, the holder of a claim for Ovarian Cancer A-D must
also establish Personal Use Exposure in addition to Debtor Exposure. To meet the presumptive
exposure requirements of the Expedited Review Process, the holder of a Mesothelioma Claim must
establish Regular and Routine Exposure in addition to Debtor Exposure. Credible exposure
evidence may be established by an affidavit or sworn statement based on personal knowledge or
by other credible evidence. The Trust may, but is not required to, ask for the submission of other
or additional evidence of exposure when it deems such to be necessary.
Evidence submitted to establish proof of exposure is for the sole benefit of the Trust, not
third parties or defendants in the tort system. The Trust has no need for, and therefore claimants
are not required to furnish the Trust with, evidence of exposure to specific products other than
those for which the Debtors have legal responsibility, except to the extent such evidence is required
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elsewhere in the Trust Distribution Procedures. Similarly, failure to identify Debtor Exposure in
the claimant’s underlying tort action, or to other bankruptcy trusts, does not preclude the claimant
from recovering from the Trust, provided that the claimant satisfies the medical and exposure
requirements of the Trust Distribution Procedures.
(i) Claims Audit Program
The Trust, with the consent of the TAC and the FCR, shall develop a Claims Audit
Program. Such Claims Audit Program shall include methods for auditing the reliability of medical
evidence, as well as the reliability of evidence of exposure to talc or talc-containing products for
which the Trust has legal responsibility. The Trust shall utilize the services of a third-party claims
processing facility (the “Claims Processor”) to assist in the evaluation of claims submitted to the
Trust and shall participate in a Cross-Trust Audit Program. The filing of any claim with the Trust,
regardless of the treatment sought, shall constitute consent for each other trust participating in the
Cross-Trust Audit Program to release to the entity overseeing the Cross-Trust Audit Program (the
“Auditor”) all information submitted to such other trusts by or on behalf of the claimant pursuant
to the provisions of the Cross-Trust Audit Program and to disclose the status of any such claim
and the amount and date of any payment on the claim to the Auditor.
To the extent that the Trustees believe that it is relevant, nothing in the Trust Distribution
Procedures shall preclude the Trust or its Auditor, in the Trustees’ sole discretion, from reviewing
or taking into consideration filed state court complaints or other claims filed against other mass
tort trusts. Any claimant subject to the Claims Audit Program shall cooperate and, provide the
Trust with non-privileged information reasonably requested by the Trust and, if requested by the
Trustees, authorization to obtain from other mass tort trusts any information such claimant has
submitted to such other trusts.
In the event that an audit reveals that fraudulent information has been provided to the Trust,
the Trust may penalize any claimant or claimant’s attorney by rejecting the Talc Personal Injury
Claim or by other means including, but not limited to, requiring the source of such fraudulent
information to pay the costs associated with the audit and any future audit or audits, reordering the
priority of payment of all affected claimants’ Talc Personal Injury Claims and any other
appropriate action or sanction.
(j) Withdrawal or Deferral of Claims
A claimant may withdraw a Talc Personal Injury Claim at any time upon written notice to
the Trust and file another Talc Personal Injury Claim subsequently without affecting the status of
the claim for purposes of statutes of limitations or repose. All such claims filed after withdrawal
shall be given a place in the FIFO Processing Queue based on the date of such subsequent filing.
A claimant may also request that the processing of his or her Talc Personal Injury Claim by the
Trust be deferred for a period not to exceed three (3) years without affecting the status of the claim
for statute of limitations or repose purposes, in which case the claimant shall also retain his or her
original place in the applicable FIFO Processing Queue. During the period of such deferral, a
sequencing adjustment on such claimant’s Talc Personal Injury Claim as provided in Section 7.7
of the Trust Distribution Procedures shall not accrue and payment thereof shall be deemed waived
by the claimant. Except for Talc Personal Injury Claims held by representatives of deceased or
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incompetent claimants for which court or probate approval of the Trust’s offer is required, a claim
shall be deemed to have been withdrawn if the claimant neither accepts, rejects, nor initiates
arbitration within six (6) months of the Trust’s written offer of payment or of rejection of the claim.
Upon written request, for good cause, the Trust may extend the withdrawal or deferral period for
an additional six (6) months. During any period of deferral, a sequencing adjustment on such
claimant’s Talc Personal Injury Claim as provided in Section 7.7 of the Trust Distribution
Procedures shall not accrue and payment thereof shall be deemed waived by the claimant.
(k) General Guidelines for Liquidating and Paying Claims
(1) Claims Processing
The Trust may utilize the services of a Claims Processor. All Talc Personal Injury Claims
shall be resolved and, if determined to be eligible for payment, paid on an impartial, FIFO basis.
A claimant may not assert more than one Talc Personal Injury Claim under the Trust
Distribution Procedures. However, the holder of a Direct Talc Personal Injury Claim for Ovarian
Cancer B, Ovarian Cancer C, or Ovarian Cancer D who is paid from Fund C may assert a new
claim for a higher level of Ovarian Cancer or Mesothelioma that is subsequently diagnosed. Any
additional payments as to which such claimant may be entitled shall be paid from Fund A and shall
be reduced by the amount paid from Fund C for any earlier-diagnosed disease and the remaining
amount due shall be subject to the then applicable Payment Percentage.
Talc Personal Injury Claims shall be processed based on their place or places in the
applicable FIFO Processing Queues based upon the election (Expedited Review Process or
Individual Review Process) the Talc Personal Injury Claimant selects (if such election is
available). The Trust shall take all reasonable steps to resolve Talc Personal Injury Claims as
efficiently and expeditiously as possible at each stage of claims processing, including mediation
and arbitration, which steps may include, in the Trust’s sole discretion, conducting settlement
discussions with Representatives with respect to more than one claim at a time, provided that the
claimants’ respective positions in the applicable FIFO Processing Queues are maintained, and each
claim is individually evaluated pursuant to the valuation factors set forth in Section 5.2(b)(vi) of
the Trust Distribution Procedures. Except as set forth in the Trust Distribution Procedures, the
Trust shall also make every effort to issue offers each year to at least that number of Talc Personal
Injury Claims required to exhaust the applicable Maximum Annual Payment for each Fund.
The Trustees shall use their reasonable best efforts to ensure that the Trust processes claims
such that over time the combination of settlements at the Scheduled Values (if applicable) and
those resulting from the Individual Review Process should generally result in the applicable
Average Values set forth in Section 5.2(b)(vii) of the Trust Distribution Procedures.
Nothing in the Trust Distribution Procedures shall prevent the Trust from settling multiple
claims at one time
(2) Sequencing Adjustments
General. Subject to the limitations set forth in the Trust Distribution Procedures, a
sequencing adjustment shall be paid on all Talc Personal Injury Claims with respect to which the
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claimant has had to wait a year or more for payment, provided, however, that no claimant shall
receive a sequencing adjustment for a period in excess of seven (7) years, for the period when the
claim was deferred or withdrawn at the claimant’s request, or during any period where the Trust’s
provision of payment to a claimant is delayed as the result of the claimant’s failure to provide the
Trust with additional information as requested on an unliquidated Talc Personal Injury Claim.
The sequencing adjustment factor shall be equal to the federal funds rate per annum for each of
the first five (5) years after the Effective Date; thereafter, the Trust shall have the discretion to
change the annual sequencing adjustment factor with the consent of the TAC and the FCR.
Unliquidated Talc Personal Injury Claims. A sequencing adjustment shall be payable on

the Scheduled Value of any unliquidated Talc Personal Injury Claim whether the claim is
liquidated under Expedited Review Process, Individual Review Process, or by arbitration. No
sequencing adjustment shall be available to or paid on any claim liquidated in the tort system
pursuant to Section 5.8 of the Trust Distribution Procedures. Sequencing adjustments on all such
unliquidated claims shall be measured from the date of payment back to the date that is one (1) year
after the date on which the claim was placed in the FIFO Payment Queue, subject to the limitation
that no claimant shall receive a sequencing adjustment for a period in excess of seven (7) years.
Notwithstanding the provisions hereof, a sequencing adjustment shall not accrue during any period
where the Trust’s provision of payment to a claimant is delayed as the result of the claimant’s
failure to provide the Trust with information necessary to process a Talc Personal Injury Claim.
(3) Payment of Judgments for Money Damages
The following does not apply to Indemnified Claims pursued in the tort system pursuant to
Section 2.3(a)(ii) of the Trust Distribution Procedures. If and when a claimant who elected non-
binding arbitration and rejected the arbitral award subsequently obtains a judgment in the tort
system, the claim shall be placed in the applicable FIFO Payment Queue based on the date on
which the judgment became final. Thereafter, the claimant shall receive from the Trust an initial
payment (subject to the applicable Payment Percentage and the applicable Maximum Annual
Payment) of an amount equal to the greater of (i) the Trust’s last offer to the claimant, or (ii) the
award that the claimant declined in non-binding arbitration; provided, however, that in no event
shall such payment amount exceed the amount of the judgment obtained in the tort system. The
claimant shall receive the balance of the judgment, if any, in five (5) equal installments in years
six (6) through ten (10) following the year of the initial payment (also subject to the applicable
Payment Percentage, Maximum Value, and the applicable Maximum Annual Payment, if
applicable, in effect on the date of the payment of the subject installment).
The total amounts paid with respect to such claims shall not exceed the relevant Maximum
Values for such Disease Levels as set forth in Section 5.2(a)(iii) of the Trust Distribution
Procedures, subject to the applicable Payment Percentage. Under no circumstances shall (a)
sequencing adjustments be paid pursuant to Section 7.7 of the Trust Distribution Procedures, or
(b) interest be paid under any statute on any judgments obtained in the tort system.
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ARTICLE IX.
CERTAIN FACTORS TO BE CONSIDERED
Holders of Claims against the Debtors should read and consider carefully the factors
set forth below, as well as the other information set forth in this Disclosure Statement and
the documents delivered together herewith or incorporated by reference, prior to voting to
accept or reject the Plan. These factors should not, however, be regarded as constituting the
only risks involved in connection with the Plan and its implementation.
9.1 Variance from Financial Projections
The summarized financial projections contained in Exhibit B (the North American

Debtors) and Exhibit C (ITI) are dependent upon numerous assumptions, including confirmation
and consummation of the Plan in accordance with its terms, the anticipated future performance of
the Reorganized Debtors, general business and economic conditions, and other matters, many of
which are beyond the control of the Plan Proponents. Accordingly, there can be no assurance that
such assumptions will prove to be valid. In addition, unanticipated and unforeseeable events
and/or circumstances occurring subsequent to the preparation of the financial projections may
affect the actual financial results of the Reorganized Debtors. Although the Debtors believe that
the financial projections contained in Exhibit B and Exhibit C are reasonable and attainable, some
or all of the estimates will vary, and variations between the actual financial results and those
projected may be material.
9.2 Failure to Confirm the Plan
Section 1129 of the Bankruptcy Code requires, among other things, a showing that
confirmation of the plan will not be followed by liquidation or the need for further financial
reorganization of the Debtors, that the Plan was filed in good faith, and that the value of
distributions to dissenting holders of Claims and Equity Interests may not be less than the value
such holders would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.
Although the Plan Proponents believe that the Plan will meet these tests, there can be no assurance
that the Bankruptcy Court will reach the same conclusion.
The Bankruptcy Code also requires that a Plan must provide the same treatment for each
claim or interest in a particular class, unless a holder agrees to a less favorable treatment of its
particular claim or interest. The Plan Proponents believe that they have complied with the
requirements of the Bankruptcy Code by their classification and treatment of various holders of
Claims and Equity Interests under the Plan. However, if a member of a Class objects to its
treatment or if the Bankruptcy Court finds that the Plan does not comply with the requirements of
the Bankruptcy Code, confirmation of the Plan could be delayed or prevented. In addition, each
Impaired Class that will (or may) be entitled to receive property under the Plan will have the
opportunity to vote to accept or reject the Plan.
Further, section 1122 of the Bankruptcy Code provides that a plan may place a claim or
interest in a particular class only if the claim or interest is substantially similar to the other claims
or interests in that class. The Plan Proponents believe that the classification of Claims and Equity
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Interests under the Plan complies with the requirements of the Bankruptcy Code because the
Classes established under the Plan each encompass Claims or Equity Interests that are substantially
similar to similarly classified Claims or Equity Interests. Nevertheless, there can be no assurance
that the Bankruptcy Court will reach the same conclusion.
9.3 Non-Occurrence of the Effective Date
The Plan provides that there are several conditions precedent to the occurrence of the
Effective Date. The Plan Proponents cannot assure you as to the timing of the Effective Date. If
the conditions precedent to the Effective Date have not been satisfied or waived, the Bankruptcy
Court may vacate the Confirmation Order. In that event, the Plan would be deemed null and void
and the Plan Proponents may propose or solicit votes on an alternative reorganization plan that
may not be as favorable to parties in interest as the Plan.
9.4 The Recovery to Holders of Allowed Claims and Equity Interests Cannot Be Stated with
Absolute Certainty
Due to the inherent uncertainties associated with projecting financial results and litigation
outcomes, the projections contained in this Disclosure Statement should not be considered
assurances or guarantees of the amount of funds or the amount of Claims that may be Allowed in
the various Classes. While the Plan Proponents believe that the financial projections contained in
this Disclosure Statement are reasonable, there can be no assurance that they will be realized. Also,
because the Liquidation Analysis (as defined below), distribution projections, and other
information contained herein and attached hereto are estimates only, the timing and amount of
actual distributions to holders of Allowed Claims and Equity Interests, if applicable, may be
affected by many factors that cannot be predicted.
The Claims estimates set forth herein are based on various assumptions. The actual
amounts of Allowed Claims may differ significantly from those estimates should one or more
underlying assumption prove to be incorrect. Such differences may adversely affect the percentage
of recovery to holders of Allowed Claims and Equity Interests, if applicable, under the Plan.
Moreover, the estimated recoveries set forth herein are necessarily based on numerous
assumptions, the realization of many of which are beyond the Debtors’ control.
9.5 The Allowed Amount of Claims May Differ From Current Estimates
There can be no assurance that the estimated Claim amounts set forth herein are correct,
and the actual amount of Allowed Claims may differ from the estimates. The estimated amounts
are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, the actual amount of
Allowed Claims may vary from those estimated in this Disclosure Statement. Furthermore, a
number of additional Claims may be filed, including on account of rejection damages for
Executory Contracts and Unexpired Leases rejected pursuant to the Plan. Any such claims may
result in a greater amount of Allowed Claims than estimated in this Disclosure Statement.
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9.6 The Debtors May Object to the Amount or Classification of a Claim
Except as otherwise provided in the Plan, the Debtors reserve the right to object to the
amount or classification of any Claim under the Plan. The estimates set forth in this Disclosure
Statement cannot be relied on by any holder of a Claim where such Claim is subject to an objection.
Any holder of a Claim that is subject to an objection may therefore not receive its expected share
of the estimated distributions described in this Disclosure Statement.
9.7 Parties in Interest May Object to the Debtors’ Classification of Claims and Interests
Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest
in a particular class only if the claim or interest is substantially similar to the other claims or
interests in that class. Parties in interest may object to the classification of certain Claims and
Equity Interests both on the grounds that certain Claims and Equity Interests have been improperly
placed in the same Class and/or that certain Claims and Equity Interests have been improperly
placed in different Classes. The Debtors believe that the classification of Claims and Equity
Interests under the Plan complies with the requirements of the Bankruptcy Code because the
Classes established under the Plan each encompass Claims or Equity Interests that are substantially
similar to similarly classified Claims or Equity Interests. Nevertheless, there can be no assurance
that the Bankruptcy Court will reach the same conclusion. Parties in interest may object to the
classification of certain Claims and Equity Interests both on grounds that certain Claims and Equity
Interests have been improperly placed in the same Class and/or that certain Claims and Equity
Interests have been improperly placed in different Classes.
9.8 Appointment of Different Talc Trustees and/or Different Members of the Talc Trust
Advisory Committee for the Talc Personal Injury Trust
Prior to the Confirmation Hearing, the Plan Supplement shall identify the initial Talc
Trustees of the Talc Personal Injury Trust. The initial members of the Talc Trust Advisory
Committee will be the same parties who served as members of Tort Claimants’ Committee. They
are: (i) Robin Alander; (ii) Nolan Zimmerman, as representative of the estate of Donna M. Arvelo;
(iii) Christine Birch; (iv) Bessie Dorsey-Davis; (v) Lloyd Fadem, as representative of the estate of
Margaret Ferrell; (vi) Timothy R. Faltus, as representative of the estate of Shari C. Faltus; (vii)
Deborah Giannecchini; (viii) Kayla Martinez; (ix) David A. Martz, as representative of the estate
of Lynne Martz; (x) Gregory W. Vella, as representative of the estate of Nicole Matteo; and (xi)
Charvette Monroe, as representative of the estate of Margie Evans.
Parties-in-interest, however, may object to one or more of the proposed Talc Trustees, or
one or more of the proposed members of the Talc Trust Advisory Committee. In that case, an
alternate Talc Trustee or alternate Talc Trustees and/or alternative proposed members of the Talc
Trust Advisory Committee would have to be nominated, potentially resulting in significant delays
in the occurrence of the Confirmation Date and Effective Date. The selection of a different Talc
Trustee or different Talc Trustees, or different Talc Trust Advisory Committee Members also
could materially affect administration of the Talc Personal Injury Trust. Each Fund created
pursuant to the Trust Distribution Procedures will not have its own Talc Trustees or Talc Trust
Advisory Committee, as this is viewed as unnecessary and would substantially increase the
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administrative costs of the Talc Personal Injury Trust to the detriment of the holders of Talc
9.9 Distributions under the Trust Distribution Procedures
Talc Personal Injury Claims will be resolved pursuant to the Talc Personal Injury Trust
Documents, and their treatment will be based upon, among other things, estimates of the number,
types, and amount of Talc Personal Injury Claims, the value of the assets of the Talc Personal
Injury Trust, the liquidity of the Talc Personal Injury Trust, the Talc Personal Injury Trust’s
expected future income and expenses, and other matters. There can be no certainty as to the precise
amounts that will be distributed by the Talc Personal Injury Trust in any particular time period or
when Talc Personal Injury Claims will be resolved by the Talc Personal Injury Trust.
Holders of Talc Personal Injury Claims who (a) are Medicare beneficiaries and (b) receive
a distribution from the Talc Personal Injury Trust may be required to reimburse Medicare for
medical expenses paid on behalf of such holder. 94 Additionally, excessive legal fees may not
qualify as a “procurement cost” within the meaning of 42 C.F.R. § 411.37(a)(1)(i), which may
affect a holder of a Talc Personal Injury Claim’s reimbursement obligations.
9.10 The Channeling Injunction
The Channeling Injunction, which, among other things, bars the assertion of any Talc
Personal Injury Claims against the Protected Parties, subject to exceptions contained in the Trust
Distribution Procedures that permit, in certain circumstances, the assertion of such claims against
the Debtors (but not any other party protected by the Channeling Injunction), is a necessary
element of the Plan. Although the Plan, the Talc Personal Injury Trust Agreement, and the Trust
Distribution Procedures all have been drafted with the intention of complying with sections 524(g)
and (h) of the Bankruptcy Code, and satisfaction of the conditions imposed by sections 524(g) and
(h) is a condition precedent to confirmation of the Plan, there is no guarantee that the validity and
enforceability of the Channeling Injunction or sections 524(g) and (h) or the application of the
Channeling Injunction to Talc Personal Injury Claims will not be challenged, either before or after
confirmation of the Plan.
While the Debtors believe that the Plan satisfies the requirements of section 524(g) of the
Bankruptcy Code, certain objections might be lodged on grounds that the requirements of section
524(g) of the Bankruptcy Code cannot be met given the unique facts of the Chapter 11 Cases. At
this juncture, the Debtors believe that the Plan provides a sufficient basis for the issuance of the
Channeling Injunction.
9.11 Voting Requirements
If sufficient votes are received to enable the Bankruptcy Court to confirm the Plan pursuant
to both sections 524(g) and 1129 of the Bankruptcy Code, ITI intends to file for chapter 11 relief
and the Debtors intend to seek, as promptly as practicable thereafter, Confirmation. If sufficient
votes are not received, the Debtors may seek to confirm an alternative chapter 11 plan. There can
94
See 42 U.S.C. § 1395y(b)(2)(B)(ii); 42 C.F.R. § 411.22.
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be no assurance that the terms of any such alternative chapter 11 plan would be similar or as
favorable to the holders of Allowed Claims as those proposed in the Plan.
9.12 The Debtors’ Operations May be Impacted by the Continuing COVID-19 Pandemic
The continued spread of COVID-19 could have a significant impact on the Debtors’
businesses, both in the context of consumer demand and production capacity. This pandemic could
dampen global growth and ultimately lead to an economic recession. Such a scenario would
negatively impact the Debtors’ financial performance, and affect the underlying financial
projections contained in Exhibit B and Exhibit C.
9.13 The Canadian Court May Not Enter an Order Recognizing the Confirmation Order
ITC’s exit from bankruptcy protection will depend on, among other things, the Canadian
Court’s entry of a Canadian confirmation order recognizing the treatment of Claims and Equity
Interests under the Plan. The Plan Proponents believe that if the Confirmation Order is granted,
the Canadian Court will likely grant the Canadian confirmation order recognizing the
Confirmation Order.
9.14 Risks Relating to ITI’s Chapter 11 Filing
The Debtors do not believe that the commencement of a chapter 11 case by ITI will affect
the Chapter 11 Cases of the North American Debtors. Moreover, to the extent ITI is unable to
commence a chapter 11 case, the Plan Proponents may propose or solicit votes on an alternative
plan of reorganization. Despite the limited nature of ITI’s talc liabilities, the Debtors believe that
the commencement of a chapter 11 case for ITI is necessary given the potential for ITI to face
increasing talc-related litigation if it remains in the tort system.
9.15 Risks Relating to the Cyprus Settlement
Consummation of the Cyprus Settlement is dependent on the occurrence of the Cyprus

Trigger Date, which is not known at this time. If the conditions precedent to effectiveness of the
Cyprus Settlement are not satisfied or waived, the Cyprus Settlement will not become effective
and binding on Cyprus and the Plan Proponents, the Cyprus Contribution will not occur, and
assignments by Cyprus of insurance and indemnity rights will not occur. Conditions to
effectiveness of the Cyprus Settlement include, among others: (a) approval by the Bankruptcy
Court of the Plan by June 30, 2021; and (b) approval by a bankruptcy court of the Cyprus Mines
Plan by September 30, 2021. Although the material terms of the Cyprus Settlement have been
pre-negotiated by the Plan Proponents, Cyprus Mines, CAMC, Freeport, the Tort Claimants’
Committee, and the FCR, there is no assurance that the Cyprus Mines Plan will be approved by
September 30, 2021 or that the parties to the Cyprus Settlement will extend that deadline. In
addition, there is no assurance that the FCR and Tort Claimants’ Committee in these cases will be
appointed in the Cyprus Mines case, or that the cases will be assigned to the same Bankruptcy
Judge and coordinated. Lack of coordination between the cases or appointment of a different FCR
or Tort Claimants’ Committee may result in delay of the Cyprus Mines case.
Certain objectors have asserted that the September 30, 2021 deadline referenced above
raises feasibility risks for the Plan. As noted above and for clarity, effectiveness of the Plan as a
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whole is not dependent on confirmation of the Cyprus Mines Plan or the occurrence of the Cyprus
Trigger Date. Only the portions of the Plan that reflect the Cyprus Settlement are dependent on
confirmation of the Cyprus Mines Plan and occurrence of the Cyprus Trigger Date.
Certain objectors have also asserted that the Cyprus Settlement, and in particular the
assignment of insurance rights to the Talc Personal Injury Trust without resolution of whether
those rights belong to the Debtors or to Cyprus, may result in there being no coverage available
for Talc Personal Injury Claims. In addition, certain objectors have also asserted that the Cyprus
Settlement does not assign to the Talc Personal Injury Trust both Cyprus’ rights and its obligations
under the policies being assigned, and that such separation of rights and obligations may result in
there being no coverage available for Talc Personal Injury Claims under the Cyprus Talc Insurance
Policies. The Plan Proponents disagree with the assertion that the Cyprus Settlement, including
the settlement of the Cyprus Insurance Adversary Proceeding, will impair insurance coverage
otherwise available to the Debtors or the Talc Personal Injury Trust.
9.16 Allegations Regarding the Abandonment of Liability Defenses
The Trust Distribution Procedures, which dictate the treatment of the Debtors’ liability
defenses, are the result of arms’-length negotiations between the Debtors and the other Plan
Proponents. The Plan Proponents believe that the Trust Distribution Procedures and the Imerys
Settlement maximize recoveries for holders of Talc Personal Injury Claims. Nonetheless, parties
may assert, and J&J and certain insurance companies have asserted, that the Debtors have waived
their liability defenses and that the waiver of such liability defenses may (i) dilute the recovery of
any claimant with a valid claim, as he or she may be forced to share recoveries from the Talc
Personal Injury Trust with claimants asserting weaker claims, and (ii) create coverage defenses for
the Debtors’ insurers and indemnitors, which could reduce recoveries for holders of Talc Personal
Injury Claims.
9.17 Unavailability of J&J’s Revised Protocol
J&J’s uncapped indemnification obligation is primary to the obligations of the Debtors’

insurers. By rejecting J&J’s Revised Protocol, insurers may argue the Debtors have breached the
J&J indemnity agreements, in which event insurers may assert a defense to coverage to the extent
any alleged breach jeopardized the insurers’ subrogation rights against J&J.
9.18 Treatment of Holders of Talc Personal Injury Claims Pursuant to the Trust Distribution
Procedures
Certain objectors have alleged that provisions within the Trust Distribution Procedures
result in holders of Talc Personal Injury Claims not being treated fairly. These parties argue,
among other things, that the 40/40/20 split, the lack of a sequencing adjustment for claimants who
elect to pursue a Tort System Election (as defined in the Trust Distribution Procedures), and other
features of the Trust Distribution Procedures do not treat all holders of Talc Personal Injury Claims
equally. The Plan Proponents disagree with these assertions.
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ARTICLE X.
VOTING PROCEDURES AND REQUIREMENTS
10.1 Voting Procedures Summary 95
The following section describes in summary fashion the procedures and requirements that
have been established for voting on the Plan pursuant to the Voting Procedures Order, which
approves this Disclosure Statement as containing adequate information, establishes the voting
procedures (the “Voting Procedures”), schedules the Confirmation Hearing, and sets the voting
deadline and the deadline for objecting to confirmation of the Plan. Those procedures and
requirements establish, among other things, the place to send completed Ballots, in the forms
approved by the Bankruptcy Court in the Voting Procedures Order, used in voting on the Plan
(each, a “Ballot”), together with the deadline for returning completed Ballots for voting on the
Plan and the deadline for objecting to the Plan. The Debtors have distributed Solicitation Packages
in connection with the foregoing containing:
(a) a cover letter in paper form describing the contents of the Solicitation Package and
the enclosed USB flash drive, and instructions for obtaining (free of charge) printed
copies of the materials provided in electronic format;
(b) the Confirmation Hearing Notice in paper form;
(c) a copy of this Disclosure Statement with all exhibits, including the Plan with its
exhibits, which may be provided by way of a USB flash drive;
(d) the Voting Procedures Order (without exhibits);
(e) the Voting Procedures;
(f) solely to counsel for holders of Direct Talc Personal Injury Claims, the Direct Talc
Personal Injury Claim Solicitation Notice and the Certified Plan Solicitation
Directive;
(g) solely for holders of Talc Personal Injury Claims and their counsel, an appropriate
Ballot and voting instructions for the same in paper form;
(h) solely for holders of Talc Personal Injury Claims and their counsel, a pre-addressed,
return envelope for completed Ballots; and
(i) solely for holders of Talc Personal Injury Claims and their counsel, a letter from
the Tort Claimants’ Committee in the form attached to the Voting Procedures Order
as Exhibit 5.
95
Capitalized terms used in this Article X and not otherwise defined herein or in the Plan have the
meanings ascribed to them in the Voting Procedures Order or Voting Procedures (as applicable).
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The Voting Procedures Order, the Voting Procedures, the Confirmation Hearing Notice,
and the instructions attached to your Ballot should be read in connection with this Section of this
Disclosure Statement as they set forth the Voting Procedures and deadlines in detail. If you are a
holder of a Claim who is entitled to vote on the Plan and you or your attorney did not receive a
Ballot, received a damaged Ballot, or lost your Ballot, please contact the Solicitation Agent (i) by
telephone at (844) 339-4096 (Toll Free) or (929) 247-2932 (International); (ii) by e-mail at
[email protected]; (iii) by visiting their website at
https://cases.primeclerk.com/imerystalc; or (iv) by writing at Imerys Ballot Processing Center, c/o
Prime Clerk LLC, One Grand Central Place, 60 East 42nd Street, Suite 1440, New York, NY
10165.
The Voting Procedures set forth a process by which attorneys representing holders of
Direct Talc Personal Injury Claims, as listed on the Schedules, or any filed Proof of Claim
(collectively, the “Firms”), will receive copies of the Direct Talc Personal Injury Claim
Solicitation Notice and the Certified Plan Solicitation Directive. The Direct Talc Personal Injury
Claim Solicitation Notice will notify the Firms of the options proposed for soliciting votes on the
Plan in respect of Direct Talc Personal Injury Claims and request that each Firm complete and
return the Certified Plan Solicitation Directive to the Solicitation Agent no later than February 15,
2021.
The Certified Plan Solicitation Directive permits each Firm to direct the Solicitation Agent
with regard to the solicitation of votes on the Plan from individuals, estates, or Entities who or
which hold Direct Talc Personal Injury Claims (collectively, the “Clients”) according to one of
the following procedures:
(a) Master Ballot Solicitation Method. If a Firm certifies that it has the authority under
applicable law to vote on behalf of its Clients, the Firm may direct the Solicitation
Agent to serve the Firm with one Solicitation Package and one Master Ballot on
which the Firm must record the votes on the Plan for each of its Clients. If the Firm
elects this procedure, the Firm may also request that, for informational purposes,
the Solicitation Agent serve Solicitation Packages (without a Ballot) on its Clients,
together with a cover letter to be provided by the Firm.
(b) Direct Solicitation Method. If a Firm does not have the authority to vote on behalf
of its Clients, or if a Firm prefers to have each of its Clients cast their own votes on
the Plan, such Firm may direct the Solicitation Agent to solicit votes on the Plan
directly from its Clients, and may provide the Solicitation Agent with a cover letter
to be transmitted to such Clients in connection with such solicitation.
(c) Indirect Solicitation Method. If a Firm does not have the authority to vote on behalf
of its Clients or the attorney prefers to have the Clients cast their own votes on the
Plan, the attorney may direct the Solicitation Agent to deliver the Solicitation
Packages to the Firm, which will, in turn, deliver the Solicitation Packages to its
Clients. If the Firm selects this method: (i) the Solicitation Agent will cause the
requested number of Solicitation Packages, including appropriate Ballots, to be
served on the Firm; (ii) the Firm must deliver the Solicitation Packages to the
Clients within three (3) Business Days after receipt; and (iii) the Firm must file an
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affidavit of service with the Bankruptcy Court, and send a copy of such affidavit to
the Solicitation Agent, within three (3) Business Days of such service. The affidavit
of service filed with the Bankruptcy Court only needs to state that service was
completed, the date(s) that service was completed and the attorney has provided or
will provide the Solicitation Agent with the required lists of Clients, as described
in the Solicitation Procedures. The affidavit of service provided to the Solicitation
Agent must also include the names and addresses of the Clients served and the
Solicitation Agent will keep a copy of such affidavit for a period of five years after
receipt. The affidavit of service provided to the Solicitation Agent shall not be
deemed to be filed with the Bankruptcy Court or part of the Docket in the Chapter
11 Cases and will not be published or otherwise disclosed.
(d) Hybrid Solicitation Method. If a Firm certifies that it has the authority under
applicable law to vote, and intends to exercise that power, only for certain of the
Clients (collectively, the “Master Ballot Clients”), the Firm may direct the
Solicitation Agent to serve the Firm with one Solicitation Package and one Master
Ballot on which the Firm must record the votes with respect to the Plan for the
Master Ballot Clients. The Firm may also request that, for informational purposes,
the Solicitation Agent serve Solicitation Packages (without a Ballot) on the Master
Ballot Clients, together with a cover letter to be provided by the Firm. With respect
to such Firm’s other Clients that are not Master Ballot Clients, the Firm must elect
the procedure under either the Direct Solicitation Method (subsection (b) above) or
the Indirect Solicitation Method (subsection (c) above).
If you are entitled to vote on the Plan, a form of Ballot for your Claim has been provided
to you, unless otherwise provided to a Firm, as contemplated by the Certified Plan Solicitation
Directive. Holders of Talc Personal Injury Claims or their attorneys, as applicable, should have
received a Class 4 Ballot (relating to Talc Personal Injury Claims). The Plan Proponents have
prepared, and the Bankruptcy Court has approved the Voting Procedures. You should refer to the
Voting Procedures sent with this Disclosure Statement to determine precisely those procedures
that apply with respect to the return of your Ballot.
Completed and signed Ballots can be submitted (i) by mail using the envelope included in
the Solicitation Package, or by hand delivery or overnight courier to: Imerys Ballot Processing
Center, c/o Prime Clerk LLC, One Grand Central Place, 60 East 42nd Street, Suite 1440, New
York, NY 10165 or (ii) through the E-Ballot platform, by visiting
https://cases.primeclerk.com/ImerysTalc/, clicking on the “Submit E-Ballot” section of the website,
and following the instructions. As set forth in the Voting Procedures, no other forms of electronic
delivery of Ballots, e.g., facsimile, will be accepted.
10.2 Voting Deadline
To be considered for purposes of accepting or rejecting the Plan, all Ballots must be
received by the Solicitation Agent no later than the Voting Deadline of 4:00 p.m. (prevailing
Eastern Time) on March 25, 2021. Only those Ballots actually received by the Solicitation
Agent before the Voting Deadline will be counted as either accepting or rejecting the Plan.
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10.3 Holders of Claims Entitled to Vote
Under section 1124 of the Bankruptcy Code, a class of claims or equity interests is deemed
to be “impaired” under a plan unless (a) the plan leaves unaltered the legal, equitable and
contractual rights to which such claim or equity interest entitles the holder thereof, or
(b) notwithstanding any legal right to an accelerated payment of such claim or equity interest, the
plan: (1) cures all existing defaults (other than defaults resulting from the occurrence of events of
bankruptcy); (2) reinstates the maturity of such claim or equity interest as it existed before the
default; (3) compensates the holder of such claim or equity interest for any damages from such
holder’s reasonable reliance on such legal right to an accelerated payment; and (4) does not
otherwise alter the legal, equitable or contractual rights to which such claim or equity interest
entitles the holder of such claim or equity interest.
Holders of claims and equity interests in impaired classes are generally entitled to vote to
accept or reject a plan. However, if the holder of an impaired claim or equity interest will not
receive any distribution under the plan in respect of such claim or equity interest, the Bankruptcy
Code deems such holder to have rejected the plan (unless such holder has agreed to such treatment)
and provides that the holder of such claim or equity interest is not entitled to vote. If the claim or
equity interest is not impaired, the Bankruptcy Code conclusively presumes that the holder of such
claim or equity interest has accepted the plan and provides that the holder is not entitled to vote.
Class 4 is Impaired by the Plan and is the only Class entitled to vote on the Plan. All
other Classes are either Unimpaired or Impaired but are Plan Proponents and voluntarily agreed to
waive any right to vote on or oppose the Plan.
10.4 Vote Required for Acceptance by a Class
Pursuant to sections 1126(c) and 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, Class

4 (Talc Personal Injury Claims) shall have accepted the Plan only if at least two-thirds (2/3) in
amount and seventy-five percent (75%) in number of Talc Personal Injury Claims actually voting
on the Plan have voted to accept the Plan in accordance with the Voting Procedures Order.
10.5 Voting Procedures
(a) Ballots
All votes to accept or reject the Plan with respect to Class 4 must be cast by properly
submitting the duly completed and executed form of Ballot designated for such Claims. Holders
of Claims in Class 4 or their attorneys (as applicable) voting on the Plan should complete and sign
the appropriate Ballot in accordance with the instructions thereon, being sure to check the
appropriate box entitled “Accept” the Plan or “Reject” the Plan. In addition, if any holder of a
Claim elects not to grant the releases set forth in Article XII of the Plan, then it should check the
appropriate box on its Ballot and follow the instructions contained in the Ballot.
As set forth in the Voting Procedures, improperly completed Ballots will not be
counted. By way of example and not limitation, any Ballot received which is not signed or
which contains insufficient information to permit the identification of the claimant will be
an invalid Ballot and will not be counted for purposes of determining acceptance or rejection
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of the Plan. In addition, a vote cast on a Ballot will not be counted if it is returned to the
Solicitation Agent: (i) indicating neither acceptance nor rejection of the Plan; (ii) indicating
both acceptance and rejection of the Plan; or (iii) indicating partial rejection and partial
acceptance of the Plan. Notwithstanding, any such Ballot will be considered for purposes of
determining whether the claimant has opted out of the releases contained in the Plan, if that
portion of the Ballot is completed and the Ballot is otherwise complete and legible.
Ballots must be delivered to the Solicitation Agent, at its address set forth above in
Section 10.1, or submitted via electronic, online transmission through a customized electronic
Ballot by utilizing the E-Ballot platform on the Solicitation Agent’s website
https://cases.primeclerk.com/imerystalc, and received by the Voting Deadline. The method of
such delivery is at the election and risk of the voter. Although the method of delivery is at the
risk of the voter, for the convenience of each holder of a Talc Personal Injury Claim entitled to
vote on the Plan or such holder’s attorney, as applicable and in accordance with the Certified Plan
Solicitation Directive, the Solicitation Package contains a pre-stamped and addressed envelope for
return of such holder’s Ballot by first class mail through the United States Postal Service. If such
delivery is by mail, it is recommended that voters use an air courier with a guaranteed next day
delivery or registered mail, properly insured, with return receipt requested. In all cases, sufficient
time should be allowed to ensure timely delivery. Instructions for casting an electronic Ballot can
be found on the “E-Ballot” section of the Solicitation Agent’s website
https://cases.primeclerk.com/imerystalc by clicking on the “Submit E-Ballot” section of the website.
If you are entitled to vote and you or your attorney (as applicable) did not receive a Ballot,
received a damaged Ballot or lost your Ballot, please contact the Solicitation Agent in the manner
set forth above. For additional information regarding the voting process, please refer to the Voting
Procedures Order, the Voting Procedures, the Confirmation Hearing Notice, and the instructions
attached to your Ballot (to the extent a Ballot was not otherwise received by your attorney pursuant
to the Certified Plan Solicitation Directive).
Please refer to the Voting Procedures and Voting Procedures Order for more information
regarding the voting of Talc Personal Injury Claims.
(b) Withdrawal of Votes and Multiple Votes on the Plan
Any voter that delivers a valid Ballot may withdraw his, her, or its vote by delivering a
written notice of withdrawal to the Solicitation Agent before the Voting Deadline (or such later
date as agreed by the Debtors with the consent of the Plan Proponents, with such consent not to be
unreasonably withheld). To be valid, the notice of withdrawal must be signed by the party who
signed the Ballot to be revoked. The Debtors reserve the right to contest any withdrawals.
In addition, the following procedures for voting will be used by the Debtors to address
multiple Ballots.
• If multiple Ballots are received from different holders purporting to hold the same
Claim, the vote will be counted only once and only if such votes are consistent with
respect to acceptance or rejection of the Plan. In the event that the votes are not
consistent, and the vote is not necessary (alone or in conjunction with other
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inconsistent, multiple votes) to determine whether the class voted to accept the
Plan, then neither vote will be counted. If the votes are not consistent, and the vote
is necessary (alone or in conjunction with other inconsistent, multiple votes) to
determine whether the class voted to accept the Plan, the parties who submitted
such Ballots must provide evidence to support their assertion that they hold such
Claim directly or in a representative capacity, and the Bankruptcy Court will
determine which holder has the right to vote such Claims.
• If multiple Ballots are received from the holder of a Claim and someone purporting
to be his, her, or its attorney or agent, the Ballot received from the holder of the
Claim will be the Ballot that is counted, and the vote of the purported attorney or
agent will not be counted.
• If multiple Ballots are received from a holder of a Claim for the same Claim, the
latest-dated otherwise valid Ballot that is received before the Voting Deadline (or
such later date as agreed by the Debtors with the consent of the Plan Proponents,
with such consent not to be unreasonably withheld) will be the Ballot that is counted
as a vote to accept or reject the Plan; if multiple Ballots are received from the same
attorney or agent with respect to the same Claim (but not from the holder thereof),
the latest-dated otherwise valid Ballot that is received before the Voting Deadline
(or such later date as agreed by the Debtors with the consent of the Plan Proponents,
with such consent not to be unreasonably withheld) will be the Ballot that is counted
as a vote to accept or reject the Plan.
• If two or more Ballots are received from separate attorneys, each of whom purports
to represent the same holder of a Claim, the vote of the holder appearing on both
Master Ballots will be counted only once and only if such votes are consistent with
respect to acceptance or rejection of the Plan. In the event that the votes are not
consistent, and the vote is not necessary (alone or in conjunction with other
inconsistent, multiple votes) to determine whether the class voted to accept the
Plan, then neither vote will be counted. If the votes are not consistent, and the vote
is necessary (alone or in conjunction with other inconsistent, multiple votes) to
determine whether the class voted to accept the Plan, the parties who submitted
such Ballots must provide evidence to support their assertion that they hold such
Claim directly or in a representative capacity, and the Bankruptcy Court will
determine which holder has the right to vote such Claims.
The Debtors will not be obligated to recognize any withdrawal, revocation, or change of
any vote received after the Voting Deadline (or such later date as agreed by the Debtors with the
consent of the Plan Proponents, with such consent not to be unreasonably withheld).
(c) Requesting a Solicitation Package
If a holder of a Talc Personal Injury Claim contacts the Solicitation Agent more than seven
(7) Business Days before the Voting Deadline and requests a Solicitation Package, the Solicitation
Agent will provide such claimant with a Solicitation Package within two (2) Business Days of
such request, and if such request is made on or after seven (7) Business Days before the Voting
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Deadline, the Solicitation Agent will provide the Solicitation Package by overnight mail or via e-
mail as noted below. All requests must be submitted by no later than three (3) Business Days
before the Voting Deadline. All Solicitation Package requests must be made to
[email protected] and the Solicitation Agent will not be required to provide
Solicitation Packages to parties that do not make a request in this manner. Additionally, unless
hard copy service is requested, the Solicitation Agent will provide parties with the Solicitation
Package documents or a link where they may be accessed via e-mail, which will include a unique
E-Ballot ID# for voting through the E-Ballot platform.
ARTICLE XI.
CONFIRMATION OF THE PLAN
Under the Bankruptcy Code, the following steps must be taken to confirm the Plan:
11.1 Confirmation Hearing
Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to
hold a hearing on confirmation of a plan of reorganization. By order of the Bankruptcy Court, the
Confirmation Hearing is scheduled for June 21, 22, and 23, 2021 at 10:00 a.m. (Prevailing Eastern
Time) before the Honorable Laurie Selber Silverstein, United States Bankruptcy Judge for the
District of Delaware, in the United States Bankruptcy Court for the District of Delaware, 824
Market Street, 6th Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be
adjourned from time to time by the Bankruptcy Court without further notice except for an
announcement of the adjourned date made at the Confirmation Hearing or any subsequently
adjourned Confirmation Hearing.
Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to
confirmation of a plan of reorganization. Any objection to confirmation of the Plan must be filed
with the Bankruptcy Court no later than May 28, 2021 at 4:00 p.m. (Prevailing Eastern Time),
and will be governed by Bankruptcy Rules 3020(b) and 9014 and the Local Rules. Unless an
objection is timely and properly served and filed, it may not be considered by the Bankruptcy
Court.
11.2 Requirements for Confirmation of the Plan
At the Confirmation Hearing, the Bankruptcy Court will confirm the Plan only if all of the
requirements of section 1129 of the Bankruptcy Code are met. Among the requirements for
confirmation are that the Plan (a) is accepted by all Impaired Classes of Claims and Equity
Interests, or, if rejected by an Impaired Class, that the Plan “does not discriminate unfairly” and is
“fair and equitable” as to such Class; (b) is feasible; and (c) is in the “best interests” of holders of
Claims and Interests that are Impaired under the Plan.
(a) Acceptance
Class 4 is Impaired under the Plan, and the holders of Claims in such Class are entitled to
vote on the Plan. Therefore, such Class must accept the Plan in order for it to be confirmed without
application of the “fair and equitable test,” described below, to such Class. Classes 5a and 6 are
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Impaired under the Plan, but are presumed to have accepted the Plan pursuant to section 1126(f)
of the Bankruptcy Code because all holders of Claims or Equity Interests (as applicable) in Classes
5a and 6 are Plan Proponents and have consented to their treatment under the Plan.
Classes 1, 2, 3a, 3b, 5b, and 7 are Unimpaired under the Plan and are conclusively deemed
to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Accordingly,
confirmation of the Plan will not require application of the “fair and equitable test,” described
below, as to those Classes.
(b) Issuance of Injunction Pursuant to Sections 524(g) and 105(a) of the Bankruptcy
Code
The Bankruptcy Court shall be asked to issue the Channeling Injunction if the Plan has
been accepted by at least two-thirds (2/3) in amount of those holders of Class 4 Claims actually
voting on the Plan, in accordance with section 1126(c) of the Bankruptcy Code, and seventy-five
percent (75%) in number of those holders of Class 4 Claims actually voting on the Plan, in
accordance with section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code. The amount of the
Claim for each Class 4 Claim holder for voting purposes shall be as set forth in the Voting
Procedures Order.
If the Bankruptcy Court or the District Court does not enter the Channeling Injunction, the
Effective Date shall not occur.
(c) Feasibility
The Bankruptcy Code also requires as a condition to confirmation of a plan of

reorganization that the confirmation of the plan is not likely to be followed by the liquidation or
the need for further financial reorganization of the reorganized debtor. For purposes of
determining whether the Plan meets this requirement, the Debtors have analyzed their ability to
meet their obligations under the Plan. The Plan Proponents believe that the Reorganized Debtors
will be able to make all payments required pursuant to the Plan, and therefore, that confirmation
of the Plan is not likely to be followed by the need for further reorganization.
To support their belief in the feasibility of the Plan, the Plan Proponents have relied upon
the financial projections, attached hereto as Exhibit B and Exhibit C. The financial projections
indicate that the Reorganized Debtors should have sufficient Cash prior to the Effective Date to
fund the Reserves and adequate cash flow post-Effective Date to fund operations, as applicable.
Accordingly, the Plan Proponents believe that the Plan complies with the financial feasibility
standard of section 1129(a)(11) of the Bankruptcy Code.
The financial projections are based on various assumptions, including Confirmation of the
Plan in accordance with its terms, no material adverse changes in general business and economic
conditions, and other matters, some of which will be beyond the control of the Reorganized
Debtors. The financial projections should be read in conjunction with Article IX above, entitled
“Certain Factors to be Considered,” and with the assumptions, qualifications and footnotes to the
tables containing the Financial Projections set forth in Exhibit B and Exhibit C.
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(d) “Best Interests” Test / Liquidation Analysis
The “Best Interests Test” under section 1129 of the Bankruptcy Code requires as a
condition to confirmation of a plan of reorganization that each holder of Impaired claims or
Impaired equity interests either (a) accept the Plan or (b) receive property with a value not less
than the amount such holder would receive in a chapter 7 liquidation. As reflected in the analysis
attached hereto as Exhibit D (the “Liquidation Analysis”), the Plan Proponents believe that under
the Plan, holders of Impaired Claims and Impaired Equity Interests will receive property with a
value equal to or in excess of the value such holders would receive in a liquidation of the Debtors
under chapter 7 of the Bankruptcy Code.
One Class of Claims or Equity Interests (other than Non-Debtor Intercompany Claims and
Equity Interests in the North American Debtors) is Impaired under the Plan: Talc Personal Injury
Claims (Class 4). The holders of Talc Personal Injury Claims, as the only Class voting under the
Plan, must accept the Plan in order for the Plan to be confirmed, thereby satisfying clause (a)
above. Holders of Non-Debtor Intercompany Claims (Class 5a) and Equity Interests in the North
American Debtors (Class 6) have consented to their treatment under the Plan as Plan Proponents
and are presumed to accept the Plan pursuant to section 1126(f).
The Debtors have prepared the attached Liquidation Analysis to demonstrate the Plan’s
compliance with the provisions of section 1129(a)(7) of the Bankruptcy Code. The Liquidation
Analysis is based upon a number of reasonable assumptions that, ultimately, are subject to
significant uncertainties and contingencies. The Plan Proponents cannot assure you that these
assumptions would be accepted by a Bankruptcy Court. Actual liquidation proceeds could be
materially lower or higher than the amounts set forth below. No representation or warranty
can or is being made with respect to the actual proceeds that could be received in a chapter
7 liquidation of the Debtors. The liquidation valuations have been prepared solely for
purposes of estimating proceeds available in a chapter 7 liquidation of the Estates and do not
represent values that may be appropriate for any other purpose. Nothing contained in these
valuations is intended to or may be asserted to constitute a concession or admission of the
Plan Proponents for any other purpose.
Here, the Plan is in the best interests of the Debtors’ creditors (including holders of Talc
Personal Injury Claims), and meets the requirements of section 1129(a)(7) of the Bankruptcy Code.
The Plan Proponents expect that there will be substantially more assets available to pay holders of
Claims under the Plan than would be the case if there were no Plan because of the Imerys
Contribution, the Rio Tinto/Zurich Contribution, and the Cyprus Contribution. Moreover, the Plan
is the result of extensively negotiated settlements, and avoids costly litigation that would deplete
the funds available for creditors. The Tort Claimants’ Committee and the FCR negotiated the
Imerys Settlement, the Rio Tinto/Zurich Settlement, and the Cyprus Settlement, and support
Confirmation of the Plan, which incorporates the terms of these settlements. These factors, among
others, demonstrate that the Plan provides greater recoveries to creditors than would be realized in
a chapter 7 liquidation, the costs of which would deplete much of the recoveries from the
liquidation of the Debtors’ assets. Based on the Liquidation Analysis, the Debtors believe that
holders of Claims and Equity Interests will receive equal or greater value as of the Effective Date
than such holders would receive in a chapter 7 liquidation.
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Accordingly, the Plan Proponents believe that confirmation of the Plan will provide
creditors in the Impaired Classes with value that is not less than (and, in certain cases, substantially
greater than) the amount that such holder would so receive or retain if the Debtors were liquidated
under chapter 7. The Plan meets the “best interests” test.
Notwithstanding the foregoing, as stated in Note T of the Liquidation Analysis, the Debtors
and their advisors did not have sufficient information to estimate the amounts owed to holders of
Talc Personal Injury Claims for purposes of their Liquidation Analysis, so the Liquidation
Analysis assigns no value to Talc Personal Injury Claims. In addition, the Debtors are unable to
determine the actual amounts, numbers, and timing of such Talc Personal Injury Demands, which
is a requirement of an injunction pursuant to section 524(g) of the Bankruptcy Code. See 11 U.S.C.
§ 524(g)(2)(B)(ii)(II). The Liquidation Analysis does not consider or evaluate options available
to the Debtors and to holders of Talc Personal Injury Claims outside of the Plan or the hypothetical
appointment by the Bankruptcy Court of a chapter 7 trustee to convert all of the Debtors’ assets
into cash, as there is no requirement in the Bankruptcy Code for the Debtors to do so.
ARTICLE XII.
POSITIONS OF CERTAIN OBJECTING PARTIES WITH RESPECT

TO DISCLOSURES
The Debtors have received comments on and objections to certain disclosures included in
this Disclosure Statement. In an effort to resolve such objections, the Plan Proponents have
included the positions of such objecting parties in this Article XII. For the avoidance of doubt,
the Plan Proponents do not agree with the assertions or allegations contained in this Article
XII and believe that this Disclosure Statement adequately discloses the key components of
the Plan and that the Plan is in the best interests of the Debtors’ Estates and should be
approved. In addition, all references to the Trust Distribution Procedures in this Article XII
refer to the Trust Distribution Procedures, filed by the Debtors on October 19, 2020 [Docket
No. 2370]. Terms of the Trust Distribution Procedures were revised in the version filed on
January 27, 2021 [Docket No. 2852-1].
These parties have no fiduciary obligations to the Debtors’ Estates, the Estates’ creditors,
or to the holders of Talc Personal Injury Claims. In short, their comments and concerns may be
fully for their own self-interest. The Plan Proponents heavily dispute the following statements but
are including them here solely so that those voting on the Plan are aware that there are parties who
do not agree to one or more aspects of the Plan.
J&J: (i) at one time owned certain of the mines that later came to be owned by the Debtors;
(ii) was the largest customer of the Debtors’ cosmetic-grade talc; (iii) decided this year to remove
talc-based baby powder from store shelves in North America; (iv) is a co-defendant in more than
90% of the personal injury cases that named the Debtors prior to the Petition Date; and
(v) continues to be named as a defendant in personal injury causes of action for injuries caused by
its talc-containing products.
Arnold & Itkin is a law firm that does not represent any member of the Tort Claimants’
Committee, but does represent over 2,000 holders of Talc Personal Injury Claims on whose behalf
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Arnold & Itkin has filed proofs of claim, and is also counsel to additional holders of Talc Personal
Injury Claims on whose behalf proofs of claim have not been filed at this time. Arnold & Itkin
has not advised the Plan Proponents of the specific types of Talc Personal Injury Claims held by
the clients it represents, other than to assert that the clients on whose behalf proofs of claim have
been filed all assert claims based on ovarian cancer. Arnold & Itkin has not provided information
related to the precise stage of cancer or other classification of the claim for each of its clients to
assist the Plan Proponents in understanding Arnold & Itkin’s concerns; but Arnold & Itkin asserts
that this level of claimant-by-claimant detail is not necessary to enable the Plan Proponents to
understand Arnold & Itkin’s concern that the Trust Distribution Procedures allocate a
disproportionate amount of Trust assets to holders of mesothelioma claims, at the expense of
holders of ovarian cancer claims, or other concerns expressed by Arnold & Itkin. Arnold & Itkin
has expressed displeasure about the fact that although the members of the Tort Claimants’
Committee owe a fiduciary duty to the multiple claimants represented by Arnold & Itkin, the Tort
Claimants’ Committee would not engage in any meaningful discussions with Arnold & Itkin
regarding the Plan or the Trust Distribution Procedures in the course of their development. The
Bankruptcy Court opined that though Arnold & Itkin is not required by Bankruptcy Rule 2019 to
provide more detailed information regarding the nature of its clients’ diseases, that the failure to
do so may affect Arnold & Itkin’s standing to contest this Disclosure Statement or the Plan.
The Insurer Group (as defined below) is comprised of insurers that have insurance
obligations to the Debtors or have issued policies to which the Debtors have asserted their rights
and interests. The Insurer Group does not have liquidated claims against the Debtors’ Estates and,
as disclosed herein, the Plan provides for insurance neutrality meaning the Plan Proponents believe
that the Insurer Group lacks standing to raise arguments regarding the Plan or this Disclosure
Statement.
Travelers (as defined below), issued certain policies to Cyprus and J&J to which the
Debtors have asserted their rights and interests. Travelers does not have liquidated claims against
the Debtors’ Estates and the Plan provides for insurance neutrality meaning the Plan Proponents
believe that Travelers lacks standing to raise arguments regarding the Plan or this Disclosure
Statement.
12.1 J&J
On October 19, 2020, J&J sent the Debtors comments and proposed revisions to the
Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc
America, Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No.
2290]. After receiving J&J’s proposed revisions, the Plan Proponents and J&J attempted to
consensually resolve the issues raised by J&J pertaining to the adequacy of the Disclosure
Statement. J&J has requested that the statements contained in this Section 12.1 be included in this
(a) Generally
J&J has raised the following objections, statements, and/or reservations with respect to the
Disclosure Statement that do not otherwise fit into one of the categories set forth in this Section:
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• J&J reserves the right to object to any dates proposed in the Chapter 11 Cases
depending on entry of an agreeable discovery schedule;
• J&J disagrees that the Plan is in the best interests of holders of Talc Personal Injury
Claims or other creditors; and
• J&J asserts the Plan is not confirmable and/or that confirmation of the Plan could
be delayed on grounds that the Plan does not comply with the requirements of the
Bankruptcy Code.
(b) J&J Indemnification Obligations
(1) Transfer of the J&J Indemnification Obligations
J&J asserts that the Debtors’ ability to transfer the J&J Indemnification Obligations to the
Talc Personal Injury Trust is uncertain. J&J believes that to the extent such obligations arise under
executory contracts, those contracts cannot be assumed by the Debtors (and therefore assigned to
the Talc Personal Injury Trust) as a result of purported defaults by the Debtors under such
contracts. If the Bankruptcy Court agrees with J&J and such contracts are executory, then J&J
believes the underlying contracts cannot be assumed by the Debtors and/or assigned to the Talc
In addition, J&J asserts that the J&J Agreements do not provide plaintiffs with the right to
seek indemnification from J&J.
(2) The Debtors’ Conduct with Respect to the J&J Indemnification Obligations
J&J asserts that the Debtors chose to ignore, delay, rebuff, and oppose J&J’s efforts to
participate in negotiations relating to, or assume the defense of, the J&J Talc Claims, 96 which
resulted in a purported breach of the Debtors’ contractual indemnity agreements with J&J and their
common law duties, nullifying J&J’s indemnification obligations. Further, J&J asserts that the
Debtors’ actions—which J&J asserts include refusing to provide J&J with information through
informal or formal discovery, even basic information, including information that had already been
provided to other third parties including the Tort Claimants’ Committee and the FCR and entering
into an agreement that forbade the Debtors’ counsel from speaking with J&J’s counsel about the
indemnity proposals without the presence of the Tort Claimants’ Committee and the FCR—are
inconsistent with their duties as an indemnitee, which includes the duties to minimize liability
exposure and cooperate with an indemnitor, all of which also results in the nullification of J&J’s
indemnification obligations. Finally, J&J claims that under certain of the contracts between J&J
and the Debtors, J&J does not have a duty to indemnify the Debtors if the claims against the
Debtors are based on allegations of asbestos in the talc (and may have an indemnity claim against
96
As used herein, “J&J Talc Claims” means all Direct Talc Personal Injury Claims against a Debtor
where plaintiffs allege use of talcum powder products distributed by J&J, provided the claim has not
reached a final resolution (e.g., no settlement has been reached and no non-appealable final judgment has
been entered against a Debtor in a court of competent jurisdiction).
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the Debtors), notwithstanding the fact that both J&J and the Debtors believe these allegations have
no merit.
(3) Potential Limitation of the J&J Indemnification Obligations
In addition to the foregoing, J&J contends that the indemnification obligations arising out
of the J&J Agreements in favor of the Debtors are not uncapped for the reasons and defenses
outlined in the Disclosure Statement. J&J contends that such defenses also relate to future
claimants with respect to which J&J cannot now be held to owe an indemnification obligation
before any notice of a specific claim is provided and J&J is able to exercise its ability to defend
such claim. Further, J&J argues that the 2011 Material Purchase Agreement expired on December
31, 2011, and did not contain language extending the indemnification provisions beyond the
termination or expiration of the agreement.
Moreover, under the 1989 Supply Agreement, J&J contends that it has no obligation to
indemnify the Debtors for claims that are dependent upon allegations of asbestos-contaminated
talc supplied by Debtors. According to J&J, the 1989 Supply Agreement specifies that J&J does
not have to indemnify the Debtors if the Talc Personal Injury Claims arose because of non-
compliant talc supplied by the Debtors. J&J contends that it specified that the talc supplied to J&J
should not contain asbestos, and therefore, to the extent any Talc Personal Injury Claims allege
exposure to asbestos in the talc used by J&J, J&J believes it has no obligation to indemnify the
Debtors. In addition, J&J claims that the 2001 and 2010 agreements contain no language
supporting an obligation for J&J to indemnify the Debtors.
Additionally, J&J alleges that certain periods of time are not covered by any supply or
indemnity agreement between J&J and the Debtors (e.g., the years between and including 2007
and 2010, and from 2012 through the commencement of the Chapter 11 Cases). For other periods
of time, J&J also asserts that the Debtors owe indemnification obligations to J&J.
(4) The Debtors’ Indemnification Obligations and the Availability of Insurance
According to J&J, under the 2001 Supply Agreement, the Debtors are required to
indemnify J&J for claims arising from J&J’s use of talc supplied by Debtors in J&J’s products
between and including the years 2001 and 2006. Moreover, J&J asserts that a number of insurance
policies may be available to cover Talc Personal Injury Claims. As a result, in addition to the
foregoing defenses available to J&J regarding its indemnity obligations—for example, that the
Debtors violated their duties as an indemnitee by refusing to provide J&J with information and
leaving J&J out of negotiations—J&J asserts that each indemnity claim brought by the Debtors
will need to go through an allocation process to determine the precise amount that J&J would
allegedly owe.
(c) Imerys Settlement, Rio Tinto/Zurich Settlement, and Cyprus Settlement
J&J has also raised the following objections and statements with respect to the Imerys
Settlement, the Rio Tinto/Zurich Settlement, and the Cyprus Settlement:
• J&J questions whether the Imerys Non-Debtors are providing sufficient

consideration to justify a release of claims against them;
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• J&J objects to the Rio Tinto/Zurich Settlement to the extent it purports to cut-off
J&J’s rights to J&J’s insurance policies;
• J&J argues that the Plan Proponents do not have the authority or the ability to
(i) release or enjoin J&J’s claims against the Rio Tinto Protected Parties, the Rio
Tinto Captive Insurers, the Zurich Protected Parties, or the Cyprus Protected
Parties, or (ii) channel to the Talc Personal Injury Trust any direct or independent
claims of J&J against such parties, including, for example, bad faith claims; 97
• J&J asserts that the Imerys Settlement has not been entered into in good faith, on
grounds that it creates incentives for the Debtors to settle with the plaintiffs’
representatives at whatever inflated number the plaintiffs demand (numbers the
Debtors would never have agreed to prior to bankruptcy when they were footing
the bill), and then attempt to offload the exposure on insurance companies and
indemnitors; and
• J&J asserts that the Debtors have prioritized mitigation of potential claims against
Imerys S.A. over management of liabilities and maximizing recoveries to other
creditors and stakeholders of the Estates, which demonstrates a lack of good faith.
(d) Treatment of Talc Personal Injury Claims and the Trust Distribution Procedures
J&J has also objected to the Disclosure Statement on grounds related to the proposed
treatment of the Talc Personal Injury Claims. J&J believes that the current treatment of Talc
Personal Injury Claims pursuant to the Trust Distribution Procedures modifies certain contractual
arrangements and improperly forces J&J to defend Talc Personal Injury Claims.
In addition, J&J believes that the medical and exposure criteria set forth in the Trust
Distribution Procedures are weaker than what would be required in the tort system, and therefore
holders of stronger claims will have their recoveries diluted by allowing holders of weaker claims
to collect on their claims under the Trust Distribution Procedures. Specifically, J&J asserts that
claimants can recover under the Trust Distribution Procedures with no medical records and just a
doctor’s note providing a diagnosis. And for exposure evidence, J&J contends that claimants need
only provide their own word that they were exposed to Debtors’ talc. J&J argues that this is short
of the type of evidence that would be needed to recover in the tort system, where a plaintiff must
demonstrate both general and specific causation, i.e., that the Debtors’ talc can cause the claimants’
injuries and that it actually did so in that specific case; where the claimant would need to show real
proof of actual use of the product; pathology or medical records confirming the diagnosis; and
where defendants would be entitled to (and incentivized to) cross-examine the doctor, the plaintiff,
and any evidence of causation.
97
Should J&J prevail on any of these arguments, J&J believes that the Rio Tinto/Zurich Settlement
and/or Cyprus Settlement may not be approved and/or incorporated into the Plan. If the Bankruptcy Court
agrees with J&J over the opposition of each of the Plan Proponents and all other supporters of each of the
Rio Tinto/Zurich Settlement and/or the Cyprus Settlement, then such settlement may fail.
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J&J also believes that the structure of the Talc Personal Injury Trust (specifically, the
structure described in Section 8.1(d)(5) of this Disclosure Statement) is impermissible, as it
suggests that J&J is to fully indemnify a Tort System Election Claimant in the tort system for
100% of the claim, while at the same time allowing that same claimant to obtain a lesser value
from the Rio Tinto/Zurich Settlement fund in the Talc Personal Injury Trust, thus recovering
greater than 100% on the claimants’ single injury. J&J believes the same to be true regarding the
Mixed Claimants—J&J asserts that the Debtors are impermissibly treating Mixed Claimants as
having two claims with two recoveries, despite the fact that a single Mixed Claimant has a single
injury. J&J asserts that this is not how tort recoveries are meant to operate. Instead, J&J argues
that the tort system is predicated on the idea of making a tort victim “whole again,” and it is
impermissible for a plaintiff to obtain a double recovery for the same injury under multiple legal
theories. J&J contends that this type of double recovery would not be available to the claimants
outside of bankruptcy, and as such J&J maintains that it is not supportable inside of bankruptcy
and that it is improper under United States Supreme Court precedent.
Moreover, J&J contends that the structure of the Talc Personal Injury Trust creates
unreasonable hurdles and burdens for Indirect Claimants especially when compared against Direct
Claimants. J&J asserts that Indirect Talc Personal Injury Claims should be heard and determined
on the merits, and should not be narrowed through what J&J considers to be artificial limitations
that have been created as part of this mechanism. Similarly J&J believes that Indirect Talc
Personal Injury Claims should be presumptively valid where under applicable state law, an Indirect
Claimant’s claim against the Debtors would have survived dismissal absent the Debtors’
bankruptcy and that the proposed offset or reduction for potential payments to Direct Claimants is
inappropriate.
12.2 Talc Personal Injury Claimants Represented by Arnold & Itkin 98
On November 18, 2020, Arnold & Itkin sent the Debtors comments and proposed additions
to the Disclosure Statement for Third Amended Joint Chapter 11 Plan of Reorganization of Imerys
Talc America, Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket
No. 2235] (the “Third Amended Disclosure Statement”). Arnold & Itkin has requested that the
statements contained in this Section 12.2 be included in this Disclosure Statement.
Specifically, and as further described below, Arnold & Itkin, asserts that certain provisions
of the Trust Distribution Procedures create the potential that some categories of Talc Personal
Injury Claims will receive less favorable treatment than other categories of such Claims.
According to Arnold & Itkin, counsel for certain Talc Personal Injury Claimants contend(s),
among other things, that, as a result of these provisions, the Plan does not provide the “same
treatment” of all Talc Personal Injury Claims in Class 4 whose holders have not agreed to less
favorable treatment of their Claims, as required by section 1123(a)(4) of the Bankruptcy Code,
and that, as a result, the Plan cannot be confirmed.
98
Capitalized terms used in this Section 12.2 and not otherwise defined herein or in the Plan have the
meanings ascribed to them in the Trust Distribution Procedures.
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(a) Alleged Risk of Unequal Treatment of Talc Personal Injury Claims Resulting from
the Sub-Division of the Trust Fund into Funds A, B, and C
Arnold & Itkin contends that the Trust Distribution Procedures divide Claims in Class 4
into three categories – (i) Ovarian Cancer A Claims; (ii) Mesothelioma Claims; and (iii) Ovarian
Cancer B, C, and D Claims – and allocates a fixed percentage of Trust assets to each of these three
categories of claims, without reference to either the actual amount of the Allowed Claims in each
claim category, or the proportion of the total amount of the Claims in Class 4 that is represented
by the Allowed Claims in any claim category. Arnold & Itkin asserts that this construct creates
the risk that one or two of these categories of Claims may receive a percentage of the Trust Fund
that is disproportionately high when compared to the percentage of the total Talc Personal Injury
Claims represented by that Claim category, at the expense of another category of Claims that will
receive a percentage of the Trust Fund that is disproportionately low when compared to the
percentage of the total Talc Personal Injury Claims represented by that Claim category.
In addition, Arnold & Itkin notes that, Section 2.2 of the Trust Distribution Procedures
provides that the “Trust Fund will be divided into three sub-funds within the Trust” and that “each
Fund operates entirely separately and any changes to the administration of one Fund, such as
changes to Medical/Exposure Criteria, Scheduled, Average or Maximum Values, Payment
Percentage or Maximum Annual Payment, shall not affect or require changes to the other Funds.” 99
Arnold & Itkin further notes that Mesothelioma Claimants and Secondary Mesothelioma
Claimants will receive 40% of the Trust Fund (as will Ovarian Cancer A Claimants), regardless of
the relative aggregate amount of the allowed claims against the Trust that such claimants ultimately
hold.
As a result, Arnold & Itkin alleges that the claims that will be paid out of each of Fund A,
Fund B, and Fund C may receive disparate treatment – i.e., the claims payable out of the different
Funds may receive different “Payment Percentages” on their claims, depending on the Fund
making the distributions and the total claims allowed against that Fund.
Arnold & Itkin also notes that Section 4.2 of the Trust Distribution Procedures provides
for future Fund-by-Fund adjustments in Payment Percentages. As such, and according to Arnold
& Itkin, disparities in treatment among claims to be paid from each of the three Funds could
develop or become more pronounced. Moreover, Arnold & Itkin notes that Section 2.9 provides
that the Maximum Annual Payment for each Fund will be determined annually (and, presumably,
separately, on a Fund-by-Fund basis), which, according to Arnold & Itkin, results in a risk of
disparate treatment.
Arnold & Itkin contends that in considering the risk of non-pro-rata treatment resulting
from the creation of Funds A, B and C and the fixed allocation of Trust assets among them, it
should be noted that: (i) forty percent of the Trust assets will be allocated to Fund B, for
Mesothelioma Claims and Secondary Mesothelioma Claims; and (ii) historical information
suggests that there may be approximately fifteen times as many Ovarian Cancer Claims as there
are Mesothelioma Claims, which may suggest that an allocation of 40% of the Trust assets to
holders of Mesothelioma Claims will result in such holders receiving a greater percentage of their
99
Trust Distribution Procedures, at § 2.2.
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claims than holders of Ovarian Cancer Claims. As to point (ii) Arnold & Itkin further asserts that:
(x) approximately 16,500 lawsuits asserting Ovarian Cancer Claims have been filed since 2014,
as compared to approximately 1,200 lawsuits asserting Mesothelioma Claims; and (y) as of the
Petition Date, there were approximately 13,800 pending lawsuits asserting Ovarian Cancer Claims
and approximately 850 pending lawsuits asserting Mesothelioma Claims against one or more of
the North American Debtors.
(b) Alleged Risk of Less Favorable Treatment of Class 4 Talc Personal Injury Claims
that are Liquidated by Money Judgments against the Trust, Rather than through
Other Trust Procedures
Arnold & Itkin also contends that any Class 4 claimant who exercises his or her right to
file suit against the Trust to liquidate the claimant’s claim judicially (and his or her right to a jury
trial) faces a risk of less favorable treatment under the Trust Distribution Procedures than holders
of Claims in Class 4 whose claims are not liquidated through judicial proceedings. According to
Arnold & Itkin, although Section 7.7 of the Trust Distribution Procedures provides for the payment
of a “sequencing adjustment” on Talc Personal Injury Claims with respect to which the claimant
has had to wait one year or more for payment (up to a maximum of seven years), “[n]o sequencing
adjustment shall be available to or paid on any claim liquidated in the tort system pursuant to
Section 5.8 above herein.” 100
Arnold & Itkin also asserts that following the liquidation of its claim in a judicial
proceeding, the distribution to a holder of a Claim in Class 4 who obtains a judgment against the
Trust will be subject to a delay of a type that is not applicable to a distribution on the claim of a
claimant following the liquidation of its claim under any other Trust procedure. According to
Arnold & Itkin, (A) a holder of a Claim in Class 4 that obtains a money judgment against the Trust
will receive from the Trust an initial payment of an amount equal to the greater of (i) the Trust’s
last offer to the claimant, or (ii) the award that the claimant declined in non-binding arbitration,
not to exceed the amount of the judgment obtained in the tort system, and (B) the payment of any
portion of the judgment that exceeds the greater of (i) or (ii) will be deferred, with such portion to
be paid in five equal installments in years six through ten following the year of the initial payment.
Thus, Arnold & Itkin contends that payment of some portion of a Claim in Class 4 that is judicially
liquidated by a money judgment against the Trust may be delayed for years in a manner that is not
applicable to any other Claim in Class 4 (and without any “sequencing adjustment” or other
compensation for the delay). 101
In addition, Arnold & Itkin asserts that regardless of the size of the judgment obtained by
a holder of a Claim in Class 4 in a judicial proceeding, the Trust Distribution Procedures provide
that the claimant cannot recover more from the Trust than the “Maximum Value” set forth in
Section 5.2 of the Trust Distribution Procedures. Arnold & Itkin alleges that this provision sets a
ceiling on the allowed amount of every Talc Personal Injury Claim whose holder seeks judicial
review, and disallows the amount of any claim in excess of the applicable “Maximum Value.”
Thus, Arnold & Itkin contends that the Trust Distribution Procedures impose a limit on the
100
See id. at § 7.7(b).
101
See id. at § 7.8.
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maximum amount of a claim that will be allowed against the Trust, regardless of the amount of
any money judgment obtained following judicial proceedings. Arnold & Itkin further asserts that
counsel for certain holders of Talc Personal Injury Claims has indicated that the legality of this
limitation will be challenged, as will features of the Trust Distribution Procedures that allegedly
result in less favorable treatment of Claims that are liquidated through judicial proceedings, rather
than through other Trust procedures.
(c) Alleged Risk of Less Favorable Treatment of Holders of Indemnified Claims in

Class 4
Arnold & Itkin also contends that the Trust Distribution Procedures require a holder of a
Claim in Class 4 who may have rights against J&J under the J&J Indemnities to forego such rights
in order to receive the same “Scheduled Value,” “Average Value,” or “Maximum Value” as a
holder of a Claim in Class 4 who does not have such rights against J&J; otherwise, the claimant
that has and pursues rights against J&J under the J&J Indemnities will be accorded a lower
Scheduled Value, Average Value or Maximum Value, as applicable (and a correspondingly lower
distribution from the Trust), than a holder of a Non-Indemnified Claim in the same category (i.e.,
Mesothelioma Claim or same category of Ovarian Cancer Claim) that is resolved through the same
resolution process (i.e., Expedited Review Process or Individual Review Process). According to
Arnold & Itkin, the holder of an Indemnified Claim will have to forego any right he or she may
have against J&J under the J&J Indemnities in order to be accorded the same treatment of his or
her claim against the Trust as the holder of a Claim in Class 4 who has no such additional rights.
Arnold & Itkin notes that the Trust Distribution Procedures distinguish between
“Indemnified Claims” and “Non-Indemnified Claims.” According to Arnold & Itkin, the Trust
Distribution Procedures then go on to require that the claimant that may have rights against J&J
under the J&J Indemnities that other claimants do not have must forego those additional rights in
order to receive the same Scheduled Value, Average Value, or Maximum Value, as applicable, as
its counterpart that holds a Non-Indemnified Claim. In particular, a holder of an Indemnified
Claim must choose between holding a “Trust Election Claim” (and being a “Trust Election
Claimant”) and holding a “Tort System Election Claim” (and being a “Tort System Election
Claimant”). A “Tort System Election Claimant” is defined as “the holder of an Indemnified Claim
who elects to pursue such claim against one or more of the Debtors in the tort system . . . based on
one or more of the J&J Indemnities.” 102 To qualify as a “Trust Election Claimant,” the holder of
an Indemnified Claim must elect “to seek recovery from the Trust in lieu of proceeding against the
J&J Indemnities in the tort system.” 103 Arnold & Itkin asserts that the result of this mandatory
election is that in order to receive the same Scheduled Value, Average Value or Maximum Value,
as applicable, as the claimant with a Non-Indemnified Claim in the same category that is subject
to the same resolution process, the holder of an Indemnified Claim must elect to become a “Trust
Election Claimant,” thereby foregoing the right to pursue indemnification under the J&J
Indemnities – a right that its Non-Indemnified Claim holding counterpart does not have. 104
102
See id. at § 1.2(97).
103
See id. at § 1.2(101).
104
See id. at § 2(a).
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Arnold & Itkin contends that under the Scheduled Values for the Expedited Review Process
under Section 5.2(a) of the Trust Distribution Procedures, an Ovarian Cancer A Claim whose
holder participates in the Expedited Review Process and does not have an Indemnified Claim (i.e.,
does not have a claim against J&J under the J&J Indemnities) will be allowed under the heading
“Trust Election Claims and Non-Indemnified Claims” for $400,000.00. However, the Ovarian
Cancer A Claimant who does have a claim against J&J under the J&J Indemnities must forego the
prosecution of that additional claim in order to receive the same $400,000 claim (and the same
distribution from the Trust Fund); otherwise, that Ovarian Cancer A Claimant will receive the
lower $140,000 Scheduled Value that would be allowed for a “Tort System Election Claim,” and
a correspondingly lower distribution from the Trust.
(d) Alleged Risk to Ovarian Cancer B, C, and D Claimants
Furthermore, Arnold & Itkin points out that (i) Section 5.2(a)(iii) of the Trust Distribution
Procedures provides that the Trustees, with the consent of the TAC and FCR can modify the
Scheduled Values and/or Medical/Exposure Criteria for Ovarian Cancer A-D Claims and
Mesothelioma Claims, except that in no event shall the Scheduled Value for Ovarian Cancer A or
Mesothelioma Claims be reduced to an amount less than the Scheduled Value identified in the
Trust Distribution Procedures and (ii) this exception to the power to amend the Trust Distribution
Procedures to lower Scheduled Values does not apply to Ovarian Cancer B, C and D Claims.
According to Arnold & Itkin, as a result, only the Scheduled Values for such claims are subject to
being reduced by a subsequent amendment of the Trust Distribution Procedures.
In addition, Arnold & Itkin contends that the provisions of Section 7.1 of the Trust
Distribution Procedures may result in the diversion of funds from Fund C – the sole source of
distributions to holders of Ovarian Cancer B, C, and D claims under the Trust Distribution
Procedures – to holders of Ovarian Cancer A Claimants against Fund A. Arnold & Itkin asserts
that this potential diversion results from the fact that, although the Trust Distribution Procedures
provide that a Claimant cannot have a Claim in two of the Funds, it also provides that if the holder
of a Claim asserted against Fund C later asserts a new claim for a higher level of Ovarian Cancer
that is paid from Fund A, only the additional amount distributable to that Claimant in excess of the
amount already received from Fund C is paid from Fund A, resulting in a portion of a Fund A
claim effectively being paid from Fund C.
Arnold & Itkin also alleges that holders of Ovarian Cancer B, C and D claims also face the
risk of unequal treatment as compared to the holders of Ovarian Cancer A Claims that results from
the fixed allocation of 40% of the Trust assets to Fund A, for Ovarian Cancer A Claims, and only
20% of the Trust assets to Fund C, for Ovarian Cancer B, C and D Claims.
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12.3 The Insurer Group 105
On December 7, 2020, the Insurer Group 106 sent the Debtors comments and proposed
additions to the Third Amended Disclosure Statement. The Insurer Group has requested that the
statements contained in this Section 12.3 be included in this Disclosure Statement.
The Insurer Group argues that the Disclosure Statement does not make certain disclosures
that it contends are necessary before the Bankruptcy Court can approve the Disclosure Statement.
In partial settlement of those objections, the Plan Proponents have agreed to include this Section
12.3 in the Disclosure Statement. As noted above, the Plan Proponents do not necessarily agree
with the statements set forth below. The position of the Debtors and the other Plan Proponents
with respect to many of the arguments and contentions made by the Insurer Group in this
Section 12.3 are addressed in other sections of this Disclosure Statement.
(a) The Trust Distribution Procedures Allegedly Abandon the Debtors’ Liability
Defenses
The Insurer Group contends that the Trust Distribution Procedures are structured in such a
way that insurance coverage may not be available for any valid claim paid by the Talc Personal
Injury Trust pursuant to the Trust Distribution Procedures, thereby reducing the amounts paid to
holders of Claims in Class 4.
The Insurer Group points out that the Debtors vigorously and successfully defended the
Talc Claims against them prior to filing the Bankruptcy Cases, and note that the Debtors’ former
chief financial officer has stated under oath in the Bankruptcy Cases that “Debtors believe this
litigation is without merit and their strategy has consistently been to mount a vigorous defense to
all such claims.” 107 The Insurer Group further notes that the Debtors continue to assert that
position today, in that (i) the Debtors maintain that their talc is safe, that the Talc Personal Injury
Claims are without medical or scientific merit, and that exposure to their talc products has not
105
Capitalized terms used in this Section 12.3 and not otherwise defined herein or in the Plan have the
meanings ascribed to them in the Trust Distribution Procedures.
106
The Debtors believe the “Insurer Group” includes (i) Columbia Casualty Company, Continental
Casualty Company, the Continental Insurance Company, as successor to CNA Casualty of California and
as successor in interest to certain insurance policies issued by Harbor Insurance Company, Lamorak
Insurance Company (formerly known as OneBeacon America Insurance Company), as successor to
Employers’ Surplus Lines Insurance Company, Stonewall Insurance Company (now known as Berkshire
Hathaway Specialty Insurance Company), National Union Fire Insurance Company of Pittsburgh PA, and
Lexington Insurance Company to the extent that they issued policies to Cyprus Mines Corporation prior to
1981; (ii) Century Indemnity Company, Federal Insurance Company, Central National Insurance Company
of Omaha, TIG Insurance Company, International Surplus Lines Insurance Company, Mt. McKinley
Insurance Company, Fairmont Premier Insurance Company, Everest Reinsurance Company, The North
River Insurance Company, Providence Washington Insurance Company, and American Insurance
Company; (iii) Employers Mutual Casualty Company; (iv) Hartford Accident and Indemnity Company and
First State Insurance Company; and (v) Certain Underwriters at Lloyd’s London and Certain London
Market Insurers.
107
See First Day Declaration, at ¶ 31.
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caused personal injuries, and (ii) the Debtors also contend that the safety of their talc has been
confirmed by dozens of peer-reviewed studies and multiple regulatory and scientific bodies,
including five of the largest real-world studies ever conducted. 108
The Insurer Group observes that judges and juries frequently agreed with the Debtors’
position, and note that the Debtors had significant prepetition success defending against Talc
Personal Injury Claims in the tort system and no final, unappealable verdict has been issued against
any Debtor in any lawsuit asserting talc related claims. Specifically, as the Insurer Group notes,
ITA “won outright three defense verdicts in its favor in jury trials in Missouri state court.” 109 In
addition, the Insurer Group notes that in both an early federal case and a more recent state court
case, the Debtors won summary judgment based on the “bulk supplier doctrine,” which shields
from liability a company that sells a raw material like talc that is later included in another
company’s finished product. 110
The Insurer Group also observes that the Debtors have leaned heavily and successfully on
causation defenses – both general causation (e.g., there is no scientific evidence that talc is
harmful) and specific causation (e.g., the claimant did not use talc, or their injury is due to their
exposure to asbestos for which some other company is responsible). Further, the Insurer Group
notes that the First Day Declaration discusses rulings by state courts in coordinated proceedings
in New Jersey and California that the scientific evidence of talc as an alleged cause of ovarian
cancer was insufficient to allow cases in those courts to proceed to trial against ITA. 111
However, despite the Debtors’ record of success in the tort system prepetition, the Insurer
Group contends that the Trust Distribution Procedures do not appear to take into account, in any
way, the Debtors’ liability defenses. According to the Insurer Group, there is, for example, no
provision in the Trust Distribution Procedures that allows the Debtors or their insurers to assert
108
See Disclosure Statement, at § 4.1; see also First Day Declaration, at ¶ 37.
109
First Day Declaration, at ¶ 37. The Insurer Group notes that the three cases are Ristesund v. Johnson
& Johnson, 558 S.W.3d 77 (Mo. App. 2019) (the jury absolved Imerys of any liability, while finding J&J
liable for $5 million in compensatory damages and $50 million in punitive damages), Estate of Fox v.
Johnson & Johnson, 539 S.W.3d 48, 50 (Mo. App. 2017) (a jury held J&J liable for $10 million in
compensatory damages and $62 million in punitive damages, but the jury found Imerys not liable), and
Swann v. Johnson & Johnson, Case No. 1422-CC09326-01 (Mo. Cir. Ct. 2017) (a jury returned a defense
verdict for both J&J and Imerys, rejecting plaintiff’s claim that her 38 years’ worth of daily J&J talcum
powder use caused her ovarian cancer, and finding in favor of Imerys on negligence and misrepresentation
by concealment claims). See also Disclosure Statement, at § 5.8(f).
110
Berg v. Johnson & Johnson, et al., Dkt. No. 196, Civ. No. 09-4179-KES (D.S.D. Mar. 25, 2013)
(granting summary judgment to Debtors’ predecessor Luzenac based on the bulk supplier doctrine); Trial
Order, Johnson & Johnson Talcum Powder Cases, 2017 WL 4325960 (Cal. Super. Los Angeles Cty. Aug.
9, 2017). See also Artiglio v. General Electric Co., 61 Cal. App.4th 830 (1998) (discussing the bulk supplier
doctrine under California law); In re TMJ Implants Products Liability Litigation, 97 F.3d 1050, 1057 (8th
Cir. 1996) (also discussing the doctrine).
111
See First Day Declaration, at ¶ 37. Certain members of the Insurer Group previously served
Debtors with discovery designed to identify other liability defenses successfully asserted by Debtors
prepetition. The Debtors recently provided some documents in response to those requests, which the Insurer
Group is reviewing.
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liability defenses in response to Talc Personal Injury Claims. Rather, the Insurer Group contends
that the Trust Distribution Procedures permit the Talc Personal Injury Trust to make payment to
holders of Claims in Class 4 if they satisfy certain product exposure and medical criteria – without
regard to whether the Debtors have viable defenses to liability for the person’s claim. Moreover,
the Insurer Group asserts that the Trust Distribution Procedures contain no meaningful exposure
criteria and do not require claimants to list any other exposures they might have, effectively
limiting any challenge to that aspect of a claim.
The Insurer Group alleges that the Trust Distribution Procedures’ abandonment of the
Debtors’ viable liability defenses has important negative consequences for holders of Class 4
claims. Specifically the Insurer Group contends:
• First, by abandoning all of the liability defenses the Debtors successfully asserted
in the tort system, the Plan significantly increases the “quantum of liability” that
would be paid under the Trust Distribution Procedures. The Insurer Group asserts
that this severely dilutes the recoveries of any claimants with valid claims, who
might be forced to share limited assets with persons asserting invalid or more
questionable claims.
• Second, it means that the Plan and the Trust Distribution Procedures may have
created coverage defenses for their insurers and indemnitors, which could
substantially reduce overall recoveries for holders of Direct Talc Personal Injury
Claims. For example, insurance policies require insureds to cooperate in the
defense of claims – but because unilateral abandonment of liability defenses is the
antithesis of such cooperation, such abandonment creates new coverage defenses
for insurers. If such coverage defenses are found meritorious, the Insurer Group
contends that the Talc Personal Injury Trust’s ability to recover insurance proceeds
to assist in paying claims could be adversely affected, thereby reducing the amounts
available to pay holders of Claims in Class 4.
• Third, the abandonment of liability defenses and the resulting increase in the
quantum of liability at issue may give insurers viable confirmation objections, thus
putting plan confirmation at risk.
(b) Potential Breach of the J&J Indemnification Obligations
The Insurer Group also contends that J&J previously offered “to take over liability for, and
thereby remove from the Debtors’ bankruptcy estates, most of Debtors’ liabilities – approximately
90% of the current and future claims against the Debtors.” 112 According to J&J, if the J&J Stay
Motion had been granted, holders of Claims in Class 4 would “keep their day in court and be
assured a full recovery of any judgment or settlement, backed by the credit of one of the world’s
largest companies, J&J,” and “J&J would waive its claims against the Debtors and most of its
defenses to indemnity.” 113 The Insurer Group contends that the Debtors rejected J&J’s proposal,
112
J&J Reply, at ¶ 4.
113
Id. (emphasis in original).
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and assert that the Trust Distribution Procedures purport to allow holders of Claims in Class 4 to
elect to pursue claims against the “J&J Indemnities” in the tort system, in which event a successful
claimant would not be subject to the caps on trust payments set forth in the Trust Distribution
Procedures. Because the Debtors rejected J&J’s proposal, the Insurer Group notes that (i) J&J
now contends that the Debtors have breached the J&J Indemnities, relieving J&J of any obligation
to pay, and (ii) J&J contends that the Plan artificially increases J&J’s liability and otherwise
operates in a manner that relieves J&J of any indemnification obligation. Thus, the Insurer Group
asserts that even if a claimant were to obtain a judgment against the Debtors in the tort system,
J&J has said that it will contest its purported indemnification obligation, leaving the judgment
creditor without any recovery.
The Insurer Group asserts that if J&J is not obligated to pay under the J&J Indemnities
because a court determines that the Debtors breached the J&J Indemnities, the Debtors and holders
of Claim in Class 4 will not be able to turn to the Debtors’ insurance for any recovery. The Insurer
Group contends that J&J’s uncapped indemnification obligation is primary to the obligations of
Debtors’ insurers, and that if the Debtors, by rejecting J&J’s offer (or otherwise), breached the J&J
Indemnities, the insurers may now have a defense to coverage to the extent the Debtors’ alleged
breach jeopardized the insurers’ subrogation rights against J&J. 114 According to the Insurer
Group, given that funding for the Talc Personal Injury Trust is largely dependent on the availability
of insurance, any reduction in insurance availability may reduce the amounts available to pay
holders with Claims in Class 4.
The Insurer Group also contends that the Trust Distribution Procedures do not specify who
will defend Tort System Election Claims, and imply that J&J will defend all Tort System Election
Claims. According to the Insurer Group, J&J contends, however, that none of the underlying
contracts impose such an obligation on J&J and that there has been no finding that J&J owes an
indemnity. The Insurer Group alleges that there is a risk that J&J may choose not to defend any
or all of the Tort System Election Claims. Further, the Insurer Group asserts that the Trust
Distribution Procedures and the Plan do not require the Talc Personal Injury Trust, the Debtors, or
the Debtors’ insurers to defend such claims, 115 and that to the extent that Tort System Election
Claimants opt to rely on the alleged J&J Indemnities, they risk having no recovery at all because
the election precludes them from accessing trust assets, including the Debtors’ insurance that the
Plan purports to assign to the Talc Personal Injury Trust.
(c) ITI as a Proper Debtor
Because the Debtors are in the process of selling substantially all of their assets, meaning
that they are liquidating rather than reorganizing, the Insurer Group asserts that the Debtors will
not be entitled to a discharge under the Bankruptcy Code or a channeling injunction under section
114
See generally Cyprus Historical Excess Insurers’ Statement in Support, Objection to Debtors’
Actions Impairing Rights of Subrogation, and Limited Objection to Johnson & Johnson Motion to Modify
Stay [DKT. 1567] [Docket No. 1802] (making the argument noted in the text).
115
Trust Distribution Procedures, at § 2.3(b); see also id. at § 2.3(c) (“J&J shall pay such final
settlement reached with J&J or judgment entered in the tort system directly to such Tort System Election
Claimant, and for the avoidance of doubt, none of the Trust, the Debtors or the Reorganized Debtors shall
have any obligation to pay such settlement or judgment”).
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524(g) of the Bankruptcy Code. The Insurer Group further contends that without a section 524(g)
channeling injunction, it is likely that Imerys S.A., Rio Tinto, Zurich and any other persons or
entities with whom the Debtors settle would not continue with their settlements. According to the
Insurer Group, in an attempt to address this problem, the Plan provides that if holders of Claims in
Class 4 approve the Plan, another one of the Debtors’ affiliates, ITI, will commence a chapter 11
case and purport to “reorganize.”
The Insurer Group alleges that it appears, however, that ITI is not actually reorganizing.
The Insurer Group notes that the Plan provides that (i) the legal, equitable, and contractual rights
of the holders of Unsecured Claims against ITI (Class 3b) would be unaltered by the Plan; (ii)
holders of Claims in Class 3b would not vote and they would be presumed to accept the Plan; 116
and (iii) all Equity Interests in ITI (Class 7) would be “reinstated and the legal, equitable, and
contractual rights to which holders of Equity Interests in ITI are entitled shall remain unaltered to
the extent necessary to implement the Plan.” 117 The Insurer Group contends that the Debtors
acknowledge this in the Disclosure Statement, and state that “ITI’s reorganization will have a
minimal effect on ITI.” 118 Thus, the Insurer Group asserts that there appears to be no reason for
ITI to file for bankruptcy.
The Insurer Group points out that the Debtors argue, however, that ITI would commence
a Chapter 11 case so it can “address its talc-related liabilities.” 119 Notwithstanding, the Insurer
Group asserts that ITI has not ever been held liable for any Talc Claims, nor has it ever entered
into any settlement of any Talc Claims. Rather, the Insurer Group notes that ITI’s “talc-related
liabilities” apparently consist of eight mesothelioma lawsuits filed by a single law firm, which
agreed to dismiss (and did, in fact, dismiss) all eight suits “in light of the potential chapter 11 filing
of ITI contemplated under the proposed plan.” 120 The Insurer Group also notes that it appears that
ITI has never been sued for causing a plaintiff’s ovarian cancer.
As a result of the foregoing, the Insurer Group contends that the Bankruptcy Court may
not have statutory authority to issue a section 524(g) channeling injunction to the three existing
liquidating North American Debtors and a fourth affiliated debtor (ITI) whose entire Talc Personal
Injury Claim litigation history consists of just eight mesothelioma lawsuits, all of which were
dismissed without payment, and whose “reorganization” consists merely of allowing the claimants
who dismissed those eight lawsuits potentially to have access to a trust. Because of these facts,
the Insurer Group asserts that a section 524(g) channeling injunction may not be available to any
of the Debtors, and objections to the Plan on the basis that it fails to satisfy the “good faith”
requirement for confirmation under section 1129 of the Bankruptcy Code could be found to have
merit.
116
Plan, at § 3.3.4.
117
Plan, at § 3.3.9.
118
Disclosure Statement, at § 5.10.
119
See Third Amended Disclosure Statement, at § 5.11(a).
120
Id. at § 4.1(a).
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According to the Insurer Group, if ITI is not eligible to be a debtor, then it appears that the
Bankruptcy Court would not be able to issue any channeling injunction under section 524(g) of
the Bankruptcy Code, which would preclude confirmation of the Plan.
(d) Alleged Inadequacy of the “Insurance Neutrality” Provisions
Although the Plan Proponents contend that the Plan is “insurance neutral,” the Insurer
Group disagrees. Instead, the Insurer Group asserts that the Plan does not protect the insurers’
contractual rights and threatens to increase insurers’ obligation significantly (or vitiate
coverage). 121
The Insurer Group contends that the Trust Distribution Procedures will almost certainly
result in “the quantum of liability that the insurers would be called upon to absorb” being greatly
increased, because the Trust Distribution Procedures do not recognize liability defenses that the
Debtors successfully asserted in the tort system prepetition and do not contain any meaningful
exposure criteria. Moreover, the Insurer Group contends that the Trust Distribution Procedures
create an incentive for claimants to file “Mixed Claims” that are likely to lead to double recoveries
or inflated recoveries. The Insurer Group asserts that under the Trust Distribution Procedures, the
Talc Personal Injury Trust would pay claims that would not be paid in the tort system or would
pay greater amounts than would be paid in the tort system, increasing the amount of liability the
insurers would be called upon to absorb. Accordingly, under the analysis of the Third Circuit in
GIT, the Insurer Group asserts that the Plan is not insurance neutral.
The Insurer Group also contends that the Plan directly threatens insurers’ subrogation
rights since J&J has taken the position that the Debtors’ actions have vitiated any contractual
indemnity obligation that J&J might have. In addition, the Insurer Group asserts that the Plan
purports to preempt insurers’ state law rights and assign their policies to the Talc Personal Injury
Trust even though the Insurer Group alleges there is significant doubt that the Debtors have rights
to some of the Insurer Group’s policies.
Further, the Insurer Group contends that rather than affirming insurance neutrality, the Plan
provides that “[n]othing in . . . Section 11.4.1 of the Plan is intended or shall be construed to
preclude otherwise applicable principles of res judicata or collateral estoppel from being applied
against any Talc Insurance Company with respect to any issue that is actually litigated by such
Talc Insurance Company as part of its objections, if any, to Confirmation of the Plan or as part of
any contested matter or adversary proceeding filed by such Talc Insurance Company in
conjunction with or related to Confirmation of the Plan. Plan objections that are withdrawn prior
to the conclusion of the Confirmation Hearing shall be deemed not to have been actually
121
According to the Insurer Group, as the U.S. Court of Appeals for the Third Circuit explained in its
GIT decision, “insurance neutrality” “is a meaningful concept where . . . a plan does not materially alter the
quantum of liability that the insurers would be called upon to absorb.” In re Global Industrial Technologies,
Inc., 645 F.3d 201, 204, 212 (3d Cir. 2011). But where a plan would increase the liability exposure the
insurers are asked to pay, “it cannot fairly be said that the . . . plan is ‘insurance neutral,’” even if “the Plan
provided that nothing therein or in Plan-related documents or in the Bankruptcy Court’s confirmation order
would preclude those insurers from asserting any rights or defenses under the policies, except those related
to ‘anti-assignment provisions.’” Id. at 206, 212.
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litigated.” 122 The Insurer Group asserts that this language directly threatens collateral
consequences to the insurers if they raise confirmation objections to the Plan, providing an
exception that swallows the rule of the Plan’s purported neutrality language.
Because the Plan is not insurance neutral (according to the Insurer Group), the Insurer
Group contends there is a material risk that confirmation will be denied or, alternatively, that if the
Plan is confirmed, the lack of insurance neutrality will relieve the insurers of any obligations they
otherwise might have under their policies, thereby reducing the funds available to pay holders of
Claims in Class 4.
12.4 Travelers Casualty and Surety Company
On December 9, 2020, Travelers Casualty and Surety Company (f/k/a The Aetna Casualty
and Surety Company) (“Travelers”) sent the Debtors comments and proposed additions to the
Third Amended Disclosure Statement. Travelers has requested that the statements contained in
this Section 12.4 be included in this Disclosure Statement.
Travelers contends that the Disclosure Statement is vague regarding the treatment of
Indirect Talc Personal Injury Claims under the Plan and that it does not describe how the Trust
Distribution Procedures operate with respect to Indirect Talc Personal Injury Claims. Travelers
further contends that the Trust Distribution Procedures do not clarify the rights of holders of
Indirect Talc Personal Injury Claims and are silent regarding what a holder of an Indirect Talc
Personal Injury Claim, such as Travelers, must do to recover on its claim.
Travelers also contends that the Disclosure Statement fails to specify whether insurance
policies issued or allegedly issued to J&J (the “J&J Policies”), including the J&J Policies,
constitute Talc Insurance Policies (as defined in the Plan) and that without knowing whether the
J&J Policies are Talc Insurance Policies, Travelers cannot determine whether it falls within the
definition of Talc Insurance Company with respect to the J&J Policies. Travelers further contends
that the Disclosure Statement fails to disclose that policies allegedly issued to J&J are the subject
of active coverage litigation in New Jersey state court and that creditors cannot adequately assess
the financial resources that may be available to the proposed Talc Personal Injury Trust because
the Disclosure Statement overstates the Debtors’ probability of accessing J&J’s insurance policies,
the availability of which may be substantially reduced by insurers’ meritorious coverage defenses.
Travelers also contends that it cannot assess whether the J&J Policies are subject to the
purported insurance neutrality provisions of the Plan, including whether such neutrality applies to
the pending New Jersey coverage action and further that the Disclosure Statement does not
reconcile the Plan’s purported protection of the rights of Talc Insurance Companies with the Plan’s
restriction on any right to contest the Plan or any Plan Documents.
Travelers further contends that: (i) the Plan as described cannot be confirmed because it
does not comply with sections 105(a) and 524(g) of the Bankruptcy Code; (ii) that the Disclosure
Statement does not explain why a section 524(g) trust is needed or how the requirements can be
met when only a small fraction of the Talc Personal Injury Claims allege injury caused by asbestos
122
Plan, at § 11.4.1.4.
184
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in talc; (iii) that the Disclosure Statement does not explain the risk that the Talc Personal Injury
Trust may not properly value claims or treat similar claims in substantially the same manner; and
(iv) that the Disclosure Statement fails to disclose that insurance may not be available to pay claims
channeled to the Talc Personal Injury Trust.
ARTICLE XIII.
ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN
If the Plan is not confirmed and consummated, alternatives to the Plan include:
(a) continuation in chapter 11 and formulation of an alternative plan or plans of reorganization, or
(b) liquidation of the Debtors under chapter 7 of the Bankruptcy Code. Each of these possibilities
is discussed in turn below.
13.1 Alternative Plan of Reorganization
The Plan is the product of extensive negotiations among the Plan Proponents, and reflects
a balance of the respective interests held by the parties. If the Plan is not confirmed, the Debtors
or any other party in interest (upon the expiration of the Debtors’ exclusivity period) could attempt
to formulate a different plan of reorganization. During the negotiations prior to the filing of the
Plan, however, the Plan Proponents explored various alternatives to the Plan and believe that the
Plan enables the Reorganized Debtors to emerge from the Chapter 11 Cases more successfully and
expeditiously than any alternative plan, while preserving and maximizing the Debtors’ assets, and
allowing claimants of the Debtors to realize the highest recoveries under the circumstances.
13.2 Liquidation under Chapter 7
If the Plan is not confirmed, the Debtors’ Chapter 11 Cases could be converted to
liquidation cases under chapter 7 of the Bankruptcy Code. In chapter 7, a trustee would be
appointed to promptly liquidate the assets of the Debtors.
As described above in the Liquidation Analysis, the Plan Proponents believe that a
liquidation under chapter 7 would result in a substantial diminution in the value of the Debtors’
Estates. The Debtors further believe that it is likely that distributions in a chapter 7 liquidation
would not occur for a substantial time, primarily due to, among other things, the time required to
liquidate the Debtors’ insurance-related assets.
ARTICLE XIV.
CERTAIN TAX CONSEQUENCES OF THE PLAN
The following discussion summarizes certain U.S. federal income tax consequences
expected to result from the consummation of the Plan. This discussion is only for general
information purposes and only describes the expected tax consequences to holders of Talc Personal
Injury Claims. It is not a complete analysis of all potential federal income tax consequences and
does not address any tax consequences arising under any state, local or foreign tax laws or federal
estate or gift tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended
(the “IRC” or “Tax Code”), Treasury Regulations promulgated thereunder, judicial decisions, and
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published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”),
all as in effect on the date of this Disclosure Statement. These authorities may change, possibly
retroactively, resulting in federal income tax consequences different from those discussed below.
No ruling has been or will be sought from the IRS, and no legal opinion of counsel will be rendered,
with respect to the matters discussed below. There can be no assurance that the IRS will not take
a contrary position regarding the federal income tax consequences resulting from the
consummation of the Plan or that any contrary position would not be sustained by a court.
This discussion does not address all federal income tax considerations that may be relevant
to a particular holder in light of that holder’s particular circumstances. In addition, it does not
address considerations relevant to holders subject to special rules under the federal income tax
laws, such as holders subject to the alternative minimum tax, holders who utilize installment
method reporting with respect to their Claims, non-U.S. holders and U.S. holders who have a
functional currency other than the U.S. dollar. This discussion also does not address the U.S.
federal income tax consequences to holders (a) whose Claims are Unimpaired or otherwise entitled
to payment in full under the Plan, or (b) that are deemed to accept or deemed to reject the Plan.
Additionally, this discussion does not address any consideration being received other than in a
person’s capacity as a holder of a Claim. Moreover, this discussion does not address the tax
treatment of the Reorganized Debtors given that (a) the Reorganized North American Debtors will
have limited operations after the Effective Date, (b) all items of federal income, gain, loss, and
deduction of ITA and ITV arising on the Effective Date should generally be includible on the tax
return of Imerys USA, and (c) the operations of ITI will be largely unaffected by the Chapter 11
Cases. In addition, the tax treatment of the Reorganized Debtors should have no impact on holders
of Talc Personal Injury Claims.
Holders should consult their own tax advisors regarding the U.S. federal income tax
consequences to them of the consummation of the Plan and the receipt of amounts from the
Talc Personal Injury Trust, as well as any tax consequences arising under any state, local or
foreign tax laws, or any other federal tax laws. The Debtors and the Reorganized Debtors
shall not be liable to any person with respect to the tax liability of a holder or its Affiliates.
14.1 Treatment of the Talc Personal Injury Trust
It is anticipated that the Talc Personal Injury Trust will be a “qualified settlement fund”
within the meaning of the Treasury Regulations promulgated under Section 468B of the Tax Code.
Such Treasury Regulations provide that a fund, account, or trust will be a qualified settlement fund
if three conditions are met. First, the fund, account, or trust must be established pursuant to an
order of or be approved by a government authority, including a court, and must be subject to the
continuing jurisdiction of that government authority. A court order giving preliminary approval
to a fund, account, or trust will satisfy this requirement even though the order is subject to review
or revision. Second, the fund, account, or trust must be established to resolve or satisfy one or
more contested or uncontested claims that have resulted or may result from an event (or related
series of events) that has occurred and that has given rise to at least one claim asserting liability
arising, among other things, out of a tort. Third, the fund, account, or trust must be a trust under
applicable state law or have its assets physically segregated from the other assets of the transferor
and persons related to the transferor. The Talc Personal Injury Trust has been established with the
express purpose of satisfying the requirements of a qualified settlement fund and will be treated as
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a separate taxable entity. Its modified gross income will generally be subject to U.S. federal
income tax at the highest rate applicable to estates and trusts (currently 37%). For purposes of
determining the Talc Personal Injury Trust’s modified gross income, payments to the Talc Personal
Injury Trust and payments from the Talc Personal Injury Trust to holders of Talc Personal Injury
Claims in settlement of their Claims will not be taken into account.
14.2 Tax Consequences to Holders of Talc Personal Injury Claims
The tax consequences of payments received by holders of Talc Personal Injury Claims will
depend on the individual nature of each such Claim and the particular circumstances and facts
applicable to such holder at the time each such payment is made. To the extent that payments from
the Talc Personal Injury Trust to holders of Talc Personal Injury Claims constitute damages
received by such holders on account of physical injuries or physical sickness, such payments
should not constitute gross income to such recipients under Section 104 of the Tax Code, except
to the extent that such payments are attributable to medical expense deductions allowed under
Section 213 of the Tax Code for a prior taxable year. To the extent that any payments from the
Talc Personal Injury Trust to holders of Talc Personal Injury Claims constitute damages received
by such holders on account of claims other than physical injuries (such as lost wages) or received
as interest (or any other amounts not excludable from income under Section 104 of the Tax Code),
such payments will be includible in gross income to such holders.
All distributions to holders of Talc Personal Injury Claims under the Plan are subject to
any applicable withholding. Under U.S. federal income tax law, interest, dividends, and other
reportable payments may, under certain circumstances, be subject to “backup withholding” at the
then applicable rate. Backup withholding generally applies if the holder (i) fails to furnish its
social security number or other taxpayer identification number (“TIN”), (ii) furnishes an incorrect
TIN, (iii) fails properly to report interest or dividends, or (iv) under certain circumstances, fails to
provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct
number and that it is not subject to backup withholding. Backup withholding is not an additional
tax but merely an advance payment, which may be refunded to the extent it results in an
overpayment of tax. Certain persons are exempt from backup withholding, including, in certain
circumstances, corporations and financial institutions.
The foregoing is intended to be a summary only and not a substitute for careful tax
planning with a tax advisor. The federal, state, local and foreign income tax consequences
of the Plan are complex and, in some cases, uncertain. Such consequences also may vary
based on the individual circumstances of each holder of a Talc Personal Injury Claim.
Accordingly, each holder of a Claim is strongly urged to consult with its, his, or her own tax
advisor regarding the federal, state, local, and foreign income tax consequences of the Plan.
Furthermore, any U.S. federal tax discussion contained in this Disclosure Statement,
the Plan and any Plan Documents, and any exhibits or attachments to any such documents,
was not intended or written to be used, and cannot be used, by any taxpayer for the purpose
of avoiding any penalties that may be imposed on such taxpayer by the Internal Revenue
Service.
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ARTICLE XV.
CONCLUSION AND RECOMMENDATION
The Plan Proponents believe that the Plan is in the best interests of all holders of Claims
and urge all holders of Impaired Claims in Class 4 entitled to vote on the Plan to vote to accept the
Plan and to evidence such acceptance by returning their Ballots so that they WILL BE actually
received on or before 4 p.m. (Prevailing Eastern Time), on March 25, 2021.
[Remainder of page left intentionally blank]
188
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Dated: January 27, 2021 IMERYS TALC AMERICA, INC.

Wilmington, Delaware (On behalf of itself and each of the Debtors)
/s/ Ryan Van Meter

Ryan Van Meter
Secretary of Imerys Talc America, Inc., Imerys Talc
Vermont, Inc. and Imerys Talc Canada Inc.
TORT CLAIMANTS’ COMMITTEE
/s/ Maura Kolb, Esq. of The Lanier Law Firm

As attorney for Robin Alander,
a member of the Official Committee of Tort Claimants
/s/ Steven T. Baron, Esq. of Baron & Budd, P.C.

As attorney for Lloyd Fadem,
as representative of the estate of Margaret Ferrell,
/s/ Ted Meadows, Esq. of Beasley, Allen, Crow,

Methvin, Portis & Miles, P.C.
As attorney for Deborah Giannecchini,
FUTURE CLAIMANTS’ REPRESENTATIVE
/s/ James L. Patton, Jr., Esq.

James L. Patton Jr.
Legal Representative for Future Talc Personal Injury
Claimants
IMERYS S.A.
(On behalf of itself and each of the Imerys Plan
Proponents)
/s/ Frédérique Berthier-Raymond

Frédérique Berthier-Raymond
Group General Counsel & Company Secretary of
Imerys S.A.
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US-DOCS\120811663.4
COUNSEL FOR THE PLAN PROPONENTS
COUNSEL FOR THE DEBTORS:

[email protected]
- and -

Telephone: (312) 876-7700
Facsimile: (312) 993-9767
COUNSEL FOR THE TORT COUNSEL FOR THE FCR:

CLAIMANTS’ COMMITTEE:
Facsimile: (302) 571-1253
[email protected]
280 Trumbull Street
Telephone: (860) 275-8290
Facsimile: (860) 275-8299
190
US-DOCS\120811663.4
COUNSEL FOR THE IMERYS PLAN PROPONENTS:

Erin Diers, Esq.
Telephone: (212) 837-6000
Facsimile: (212) 422-4726
[email protected]
[email protected]
191
US-DOCS\120811663.4
EXHIBIT A
The Plan
US-DOCS\120811663.4
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
------------------------------------------------------------ x
In re: : Chapter 11
:
1
IMERYS TALC AMERICA, INC., et al., : Case No. 19-10289 (LSS)
:
Debtors. : (Jointly Administered)
:
------------------------------------------------------------ :
In re: : Chapter 11
:
2
IMERYS TALC ITALY S.P.A., : Case No. [Not yet filed]
:
Potential Debtor. : [Joint Administration To Be Requested]
:
------------------------------------------------------------ x
NINTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF

IMERYS TALC AMERICA, INC. AND ITS DEBTOR AFFILIATES
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
THIS SOLICITATION IS BEING CONDUCTED NOT ONLY FOR THE DEBTORS IN THESE CHAPTER 11
CASES, BUT ALSO FOR IMERYS TALC ITALY S.P.A. NO CHAPTER 11 CASE HAS BEEN COMMENCED
AT THIS TIME FOR IMERYS TALC ITALY S.P.A. THE DISCLOSURE STATEMENT AND SOLICITATION
MATERIALS ACCOMPANYING THIS JOINT CHAPTER 11 PLAN HAVE NOT YET BEEN APPROVED BY
THE BANKRUPTCY COURT FOR IMERYS TALC ITALY S.P.A. IF THE REQUISITE NUMBER OF
ACCEPTANCES BY HOLDERS OF CLAIMS IN CLASS 4 ARE RECEIVED, IMERYS TALC ITALY S.P.A.
WILL COMMENCE A CHAPTER 11 CASE. FOLLOWING THE COMMENCEMENT OF SUCH A CASE
AND ENTRY OF AN ORDER FOR JOINT ADMINISTRATION, IMERYS TALC ITALY S.P.A. WILL SEEK
TO HAVE THE DISCLOSURE STATEMENT ORDER MADE APPLICABLE TO IT AND THE
CONFIRMATION HEARING ON THIS JOINT CHAPTER 11 PLAN WILL APPLY TO IMERYS TALC ITALY
S.P.A.
EVEN THOUGH A CHAPTER 11 CASE HAS NOT BEEN COMMENCED FOR IMERYS TALC ITALY
S.P.A., THIS JOINT CHAPTER 11 PLAN IS DRAFTED TO ACCOUNT FOR SUCH A FILING FOR EASE OF
READING. TO THE EXTENT THAT THE REQUISITE ACCEPTANCES ARE NOT RECEIVED OR IT IS
OTHERWISE DETERMINED THAT A CHAPTER 11 FILING IS NOT NECESSARY, ANY REFERENCE TO
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification
number, are: Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050) and Imerys Talc Canada
Inc. (6748). The Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076.
2
This solicitation is also being conducted by Imerys Talc Italy S.p.A. pursuant to sections 1125(g)
and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018. If the Plan is accepted by the requisite
number of claimants in Class 4, Imerys Talc Italy S.p.A. will commence a bankruptcy case that will
be, pending entry of an order by the Bankruptcy Court, jointly administered under Case No. 19-
10289 (LSS). Imerys Talc Italy S.p.A.’s address is Via Nazionale 121 Porte, 10060 Turin, Italy.
US-DOCS\120811676.4
THE CHAPTER 11 CASE OF IMERYS TALC ITALY S.P.A. WILL BE STRICKEN. THE PLAN
PROPONENTS RESERVE THE RIGHT TO AMEND, SUPPLEMENT OR OTHERWISE MODIFY THIS
JOINT CHAPTER 11 PLAN PRIOR TO OR DURING THE CONFIRMATION HEARING TO THE EXTENT
ALLOWED BY THE BANKRUPTCY CODE AND THE BANKRUPTCY RULES AND IN ACCORDANCE
WITH THE TERMS OF THE PLAN.
THE PLAN PROVIDES, AMONG OTHER THINGS, FOR THE ISSUANCE OF AN INJUNCTION
PURSUANT TO SECTIONS 105(a) AND 524(g) OF THE BANKRUPTCY CODE THAT CHANNELS ALL
CLASS 4 TALC PERSONAL INJURY CLAIMS AGAINST THE DEBTORS AND THE PROTECTED
PARTIES (AS DEFINED HEREIN) TO A TRUST, AS WELL AS OTHER INJUNCTIONS DESCRIBED IN
ARTICLE XII OF THE PLAN.
2
US-DOCS\120811676.4
CONTENTS
Page
ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION ............................................1
1.1 Capitalized Terms ....................................................................................................1

1.2 Interpretation; Application of Definitions; Rules of Construction; and
Computation of Time .............................................................................................33
1.3 Exhibits ..................................................................................................................34
1.4 Ancillary Documents .............................................................................................34
ARTICLE II TREATMENT OF ADMINISTRATIVE CLAIMS, FEE CLAIMS, DIP

FACILITY CLAIMS, AND PRIORITY TAX CLAIMS ......................................34
2.1 Administrative Claims ...........................................................................................34

2.2 Allowed Priority Tax Claims .................................................................................35
2.3 Fee Claims .............................................................................................................35
2.4 DIP Facility Claims................................................................................................36
ARTICLE III TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS ...........36
3.1 Grouping of the Debtors for Convenience .............................................................36

3.2 Claims and Equity Interests Classified ..................................................................36
3.3 Treatment and Classification of Claims and Equity Interests................................37
3.4 Debtors’ Rights with Respect to Unimpaired Claims ............................................41
ARTICLE IV THE TALC PERSONAL INJURY TRUST ...........................................................41
4.1 Establishment of the Talc Personal Injury Trust....................................................41

4.2 Purpose and Trust Distribution Procedures ...........................................................41
4.3 Selection of the Initial Talc Trustees .....................................................................41
4.4 Advising the Talc Personal Injury Trust ................................................................42
4.5 Transfer of Claims and Demands to the Talc Personal Injury Trust .....................42
4.6 Transfer of Talc Personal Injury Trust Assets to the Talc Personal Injury
Trust .......................................................................................................................43
4.7 Talc Personal Injury Trust Expenses .....................................................................44
4.8 Excess Talc Personal Injury Trust Assets ..............................................................44
4.9 Dissolution of the Talc Personal Injury Trust ........................................................44
4.10 Funds and Investment Guidelines ..........................................................................44
4.11 Cooperation Agreement .........................................................................................44
4.12 Talc Personal Injury Trust Indemnification of the Protected Parties .....................45
4.13 Post-Effective Date Liabilities ...............................................................................45
ARTICLE V TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED

LEASES .................................................................................................................45
5.1 General Treatment .................................................................................................45
i
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5.2 Claims Based on Rejection of Executory Contracts or Unexpired Leases ............46

5.3 Cure of Defaults for Executory Contracts and Unexpired Leases .........................47
5.4 Modifications, Amendments, Supplements, Restatements or Other
Agreement ..............................................................................................................49
5.5 Reservation of Rights .............................................................................................49
5.6 Talc Insurance Policies and Talc Insurance CIP Agreements ...............................49
5.7 Non-Talc Insurance Policies ..................................................................................49
ARTICLE VI DISTRIBUTIONS UNDER THE PLAN ON ACCOUNT OF CLAIMS ..............50
6.1 Distributions...........................................................................................................50
6.2 Timing and Calculation of Amounts to be Distributed..........................................50
6.3 Disbursing Agent ...................................................................................................50
6.4 Rights and Powers of Disbursing Agent ................................................................50
6.5 Distributions on Account of Claims Allowed After the Effective Date ................51
6.6 Delivery of Distributions and Undeliverable or Unclaimed Distributions ............51
6.7 Time Bar to Cash Payments ...................................................................................52
6.8 Disbursing Agent’s Obligation to Provide Periodic Reporting .............................52
6.9 Record Date for Holders of Claims .......................................................................52
6.10 Compliance with Tax Requirements and Allocations ...........................................53
6.11 Transfers of Claims ................................................................................................53
6.12 Interest on Impaired and Disputed Claims.............................................................53
6.13 Setoffs ....................................................................................................................53
ARTICLE VII RESOLUTION OF DISPUTED CLAIMS OTHER THAN TALC

PERSONAL INJURY CLAIMS............................................................................54
7.1 Disputed Claims .....................................................................................................54

7.2 Prosecution of Claims Generally ...........................................................................54
7.3 Prosecution of Disputed North American Debtor Claims and Claims
Objection Deadline ................................................................................................54
7.4 ITI Claims ..............................................................................................................55
7.5 Distributions on Account of Disputed Claims .......................................................55
7.6 No Distributions Pending Allowance ....................................................................55
7.7 Estimation of Claims..............................................................................................55
7.8 Disputed Claims Reserve for the North American Debtors...................................56
7.9 Disputed ITI Claims ...............................................................................................57
7.10 Distribution of Excess Amounts in the Disputed Claims Reserve for the
North American Debtors ........................................................................................57
ARTICLE VIII ACCEPTANCE OR REJECTION OF PLAN .....................................................57
8.1 Classes Entitled to Vote .........................................................................................57

8.2 Acceptance of Holders of Talc Personal Injury Claims.........................................57
8.3 Acceptance by Unimpaired Class ..........................................................................57
8.4 Acceptance by Impaired Class ...............................................................................57
ii
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ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND

CONSUMMATION OF THE PLAN ....................................................................57
9.1 Conditions Precedent to the Confirmation of the Plan ..........................................57

9.2 Conditions Precedent to the Effective Date of the Plan .........................................61
9.3 Waiver of Conditions Precedent ............................................................................62
9.4 Notice of Effective Date ........................................................................................62
ARTICLE X MEANS FOR IMPLEMENTATION OF THE PLAN ............................................62
10.1 General ...................................................................................................................62

10.2 Operations of the Debtors Between Confirmation and the Effective Date............62
10.3 Charter and Bylaws ................................................................................................62
10.4 Corporate Action....................................................................................................63
10.5 Surrender of Existing Equity Interests ...................................................................63
10.6 Post-Effective Date Governance, Continued Existence of the Reorganized
North American Debtors, and the Reorganized North American Debtor
Stock ......................................................................................................................63
10.7 Post-Effective Date Governance and Continued Existence of Reorganized
ITI. .........................................................................................................................64
10.8 Imerys Settlement ..................................................................................................64
10.9 Rio Tinto/Zurich Settlement ..................................................................................67
10.10 Cyprus Settlement ..................................................................................................70
10.11 Good Faith Compromise and Settlement ...............................................................76
10.12 Resolution of Talc Personal Injury Claims ............................................................76
10.13 Sources of Consideration for Plan Distributions ...................................................76
10.14 Transfer of Remaining North American Debtors’ Assets to the Talc
Personal Injury Trust..............................................................................................77
10.15 Modification of the Plan ........................................................................................77
10.16 Revocation or Withdrawal of the Plan ...................................................................78
10.17 Certain Technical Modifications............................................................................78
ARTICLE XI EFFECT OF CONFIRMATION ............................................................................78
11.1 Preservation of Certain Estate Causes of Action ...................................................78

11.2 Preservation of Talc Personal Injury Trust Causes of Action................................79
11.3 Talc Insurance Actions ..........................................................................................79
11.4 Insurance Provisions ..............................................................................................80
11.5 J&J Indemnification Rights and Obligations .........................................................81
11.6 Institution and Maintenance of Legal and Other Proceedings ...............................82
11.7 Terms of Injunctions and Automatic Stay .............................................................83
11.8 The FCR and the Tort Claimants’ Committee .......................................................83
ARTICLE XII RELEASES, INJUNCTION AND EXCULPATION ...........................................84
12.1 Discharge and Injunctions......................................................................................84

12.2 Releases..................................................................................................................85
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12.3 The Channeling Injunction and the Insurance Entity Injunction ...........................88
12.4 Supplemental Settlement Injunction Order ............................................................92
12.6 Disallowed Claims and Disallowed Equity Interests .............................................93
12.7 Exculpation ............................................................................................................94
12.8 No Successor Liability ...........................................................................................94
12.9 Corporate Indemnities ............................................................................................94
12.10 ERISA Pension Plans.............................................................................................95
ARTICLE XIII JURISDICTION OF BANKRUPTCY COURT ..................................................96
13.1 Jurisdiction .............................................................................................................96

13.2 General Retention ..................................................................................................96
13.3 Specific Purposes ...................................................................................................96
13.4 District Court Jurisdiction ......................................................................................99
13.6 Compromises of Controversies ..............................................................................99
ARTICLE XIV MISCELLANEOUS PROVISIONS ....................................................................99
14.1 Closing of Chapter 11 Cases ..................................................................................99

14.2 Timing of Distributions or Actions ........................................................................99
14.3 Governing Law ......................................................................................................99
14.4 Entire Agreement .................................................................................................100
14.5 Headings ..............................................................................................................100
14.6 Severability ..........................................................................................................100
14.7 Notices .................................................................................................................100
14.8 Notice to Other Entities .......................................................................................102
14.9 Plan Supplement ..................................................................................................102
14.10 Inconsistencies .....................................................................................................102
14.11 Withholding of Taxes ..........................................................................................102
14.12 Transfer Taxes .....................................................................................................102
14.13 Binding Effect ......................................................................................................103
14.14 Payment of Statutory Fees ...................................................................................103
14.15 Duty to Cooperate ................................................................................................103
14.16 Effective Date Actions Simultaneous ..................................................................103
14.17 Consent to Jurisdiction.........................................................................................103
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EXHIBITS AND SCHEDULES TO PLAN
Exhibit A Trust Distribution Procedures
Exhibit B Talc Personal Injury Trust Agreement
Exhibit C Rio Tinto/Zurich Settlement Agreement
Exhibit D Cyprus Settlement Agreement
Schedule I Imerys Corporate Parties
Schedule II Imerys Plan Proponents
Schedule III Rio Tinto Captive Insurer Policies
Schedule IV Rio Tinto Corporate Parties
Schedule V Zurich Corporate Parties
Schedule VI Zurich Policies
Schedule VII Cyprus Corporate Parties
Schedule VIII Cyprus Talc Insurance Policies
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INTRODUCTION
Imerys Talc America, Inc. and its affiliated debtors and debtors-in-possession in the above
captioned Chapter 11 Cases respectfully propose the following joint chapter 11 plan of
reorganization. Imerys Talc Italy S.p.A. proposes this joint chapter 11 plan as a prepackaged plan
and if the requisite acceptances from holders of Claims in Class 4 are received, then Imerys Talc
Italy S.p.A. will commence a chapter 11 case to implement the Plan. Unless otherwise indicated,
capitalized terms shall have the meanings ascribed to them in Section 1.1 of the Plan.
Nothing in the Plan Documents constitutes an admission by the Debtors as to the existence,
merits, or amount of the Debtors’ actual present or future liability on account of any Claim or
demand (including, but not limited to, any Talc Personal Injury Demand) except to the extent that
such liability is specifically provided for in the Plan or the other Plan Documents in accordance
with the Confirmation Order effective as of the Effective Date.
The Plan Proponents hereby jointly propose the following Plan pursuant to the provisions
of chapter 11 of Title 11 of the United States Code for the Debtors in the Chapter 11 Cases and
any laws applicable to the solicitation of votes on the Plan by Imerys Talc Italy S.p.A. Reference
is made to the Disclosure Statement distributed contemporaneously herewith for, among other
things, a discussion of the history, businesses, properties, and results of operations of the Debtors,
projections for future operations, settlements contained in the Plan, and risks associated with the
Plan. The Disclosure Statement also provides a summary of the Plan. YOU ARE URGED TO
READ THE DISCLOSURE STATEMENT AND THE PLAN WITH CARE IN EVALUATING
HOW THE PLAN WILL AFFECT YOUR CLAIM(S) BEFORE VOTING TO ACCEPT OR
REJECT THE PLAN.
ARTICLE I
DEFINITIONS AND RULES OF INTERPRETATION
1.1 Capitalized Terms. The capitalized terms used herein have the respective meanings
set forth below. Any term that is not otherwise defined in this Section 1.1 of the Plan, but that is
defined elsewhere in the Plan or in the Bankruptcy Code or Bankruptcy Rules, shall have the
meaning given to that term in the Plan, the Bankruptcy Code, or Bankruptcy Rules, as applicable.
1.1.1 “Additional Contribution” is defined in accordance with Section

10.8.2.4 of the Plan.
1.1.2 “Administrative Claim” means any Claim for any cost or expense of
administration of the Chapter 11 Cases under section 503(b) of the Bankruptcy Code, other
than a DIP Facility Claim, including, but not limited to, (1) any actual and necessary post-
petition cost or expense of preserving the Estates or operating the businesses of the Debtors,
(2) any payment to be made under the Plan to cure a default on an assumed Executory
Contract or Unexpired Lease, (3) post-petition costs, indebtedness or contractual
obligations duly and validly incurred or assumed by the Debtors in the ordinary course of
business, (4) any Fee Claim, including any Claim for compensation or reimbursement of
expenses of Professionals to the extent allowed by the Bankruptcy Court under
sections 327, 328, 330(a), 331, or 503(b) of the Bankruptcy Code or the provision of the
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Plan, (5) any fee or charge assessed against the Estates under 28 U.S.C. § 1930(6), (6) any
Claim of the Information Officer and/or counsel for the Information Officer, and (7) any
Claim that has been granted superpriority administrative expense status in accordance with
the Final Cash Management Order. For the avoidance of doubt, KEIP/KERP Payments
are Administrative Claims.
1.1.3 “Administrative Claims Bar Date” means the applicable deadline for
filing requests for payment of Administrative Claims (other than Fee Claims) and shall be
the Business Day that is sixty (60) days after the Effective Date.
1.1.4 “Administrative Claim Reserve” means an amount, as of the Effective

Date, equal to (i) the Allowed Amount of Administrative Claims (excluding Fee Claims)
and (ii) an estimate by the Debtors (subject to input from and consent by each of the Plan
Proponents) of additional Administrative Claims (excluding Fee Claims) that may become
Allowed after the Effective Date, certain amounts attributable to the transfer of the Talc
Personal Injury Trust Assets to the Talc Personal Injury Trust, and costs incurred by the
Reorganized North American Debtors related to post-Effective Date Administrative Claim
resolution. The sole purpose of the Administrative Claim Reserve is to pay all Allowed
Administrative Claims against the Debtors in full.
1.1.5 “Affiliate” shall mean, with respect to any specified entity: (a) an
“affiliate,” as defined in section 101(2) of the Bankruptcy Code, of such specified entity;
or (b) any other Entity that, directly or indirectly through one or more intermediaries or
otherwise, controls, is controlled by or is under common control with the specified entity.
As used in clause (b) of the prior sentence, “control” shall include the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of
the specified entity (whether through the ownership of equity, by contract or otherwise).
1.1.6 “Affirmation Order” means an order of the District Court affirming

Confirmation of the Plan and issuing or affirming the issuance of the Channeling Injunction
in favor of the Protected Parties.
1.1.7 “Allowed” means (a) with respect to Non-Talc Claims, and including
applicable premiums and penalties to the extent allowable: (i) any Claim proof of which is
timely filed by the applicable Claims Bar Date; (ii) any Claim that is listed in the Schedules
as neither contingent, unliquidated, nor disputed, and for which no Proof of Claim has been
timely filed; or (iii) any Claim that is allowed pursuant to the Plan; provided, however, that
with respect to any Claim described in clauses (i) and (ii) above, such Claim shall be
considered Allowed only if and to the extent that no objection to the allowance of such
Claim has been filed within the applicable period of time fixed by the Plan, the Bankruptcy
Code, the Bankruptcy Rules or the Bankruptcy Court, or such an objection is filed and the
Claim shall have been allowed by a Final Order, and (b) with respect to Equity Interests:
(i) any Equity Interest registered in the stock register (or its equivalent) maintained by or
on behalf of the relevant Debtors as of the Confirmation Date; (ii) any Equity Interest that
is allowed pursuant to the Plan; or (iii) any other Equity Interest that has been allowed by
a Final Order of the Bankruptcy Court.
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1.1.8 “Allowed Amount” means, with respect to any Non-Talc Claim, the
amount for which that Claim is Allowed, denominated in U.S. dollars, Canadian dollars,
or Euros, as applicable.
1.1.9 “Amended Bylaws” means, the amended and restated bylaws of each of
the Reorganized North American Debtors, in substantially the form contained in the Plan
Supplement.
1.1.10 “Amended Certificate of Incorporation” means, as to each of the

Reorganized North American Debtors, the amended and restated certificate of
incorporation of such Debtor, in substantially the form contained in the Plan Supplement.
1.1.11 “Amended Charter Documents” means, collectively, the Amended

Bylaws and the Amended Certificates of Incorporation.
1.1.12 “Asset Purchase Agreement” means that certain Asset Purchase

Agreement by and among the North American Debtors and Magris Resources Canada Inc.,
dated as of October 13, 2020, as amended pursuant to that certain Amendment to the Asset
Purchase Agreement, dated as of October 27, 2020 (as may be further amended, restated,
supplemented, or otherwise modified from time to time in accordance with the terms
thereof).
1.1.13 “Assignment” means the transfer of (i) the Talc Insurance Actions,
(ii) the Talc Insurance Action Recoveries, (iii) the Talc Insurance CIP Agreements,
(iv) the Talc Insurance Settlement Agreements, (v) the Talc In-Place Insurance Coverage,
(vi) all other rights or obligations under or with respect to the Talc Insurance Policies, and
(vii) all rights in connection with the J&J Indemnification Obligations as set forth in the
J&J Agreements, to the Talc Personal Injury Trust under the Plan or the other Plan
Documents.
1.1.14 “Bankruptcy Code” means title 11 of the United States Code, as in

effect on February 13, 2019.
1.1.15 “Bankruptcy Court” means the United States Bankruptcy Court for the
District of Delaware having jurisdiction over the Chapter 11 Cases.
1.1.16 “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure

as promulgated by the United States Supreme Court under section 2075 of Title 28 of the
United States Code and any local rules of the Bankruptcy Court, as in effect on the Petition
Date, together with any and all amendments and modifications thereto that were
subsequently made applicable to the Chapter 11 Cases.
1.1.17 “Bid Procedures Order” means that certain Order (I) (A) Establishing
Bidding Procedures, Assumption and Assignment Procedures, and Stalking Horse
Procedures for Sale of Substantially All Assets, (B) Scheduling Auction and Sale Hearing,
and (C) Approving Form and Manner of Notice Thereof, and (II) Granting Related Relief
[Docket No. 1950], as modified by the Notice of Modified Deadlines Contained in the
Bidding Procedures and the Bidding Procedures Order [Docket No. 2039], the Second
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Notice of Modified Deadlines Contained in the Bidding Procedures and the Bidding
Procedures Order [Docket No. 2189], and the Third Notice of Modified Deadlines
Contained in the Bidding Procedures and the Bidding Procedures Order [Docket No.
2329].
1.1.18 “Business Day” means any day other than a Saturday, a Sunday, or any
other day on which banking institutions in New York, NY are authorized or required by
law or executive order to close.
1.1.19 “Buyer” means Magris Resources Canada Inc., as the purchaser pursuant
to the Sale Order.
1.1.20 “CAMC” means Cyprus Amax Minerals Company, a Delaware

corporation.
1.1.21 “CAMC Cash Payments” is defined in accordance with Section 10.10.5

of the Plan.
1.1.22 “Canadian Claims” shall mean Talc Personal Injury Claims of

individuals exposed in Canada or who were resident in Canada at the time such claims are
filed.
1.1.23 “Canadian Court” means the Ontario Superior Court of Justice

(Commercial List).
1.1.24 “Canadian Proceeding” means the proceeding commenced by ITC

before the Canadian Court pursuant to the Companies Creditors Arrangement Act (Canada)
R.S.C. 1985, c. C-36, as amended.
1.1.25 “Cash” means lawful currency of the United States of America and its
equivalents.
1.1.26 “Certain Cyprus Historical Settled Insurers” means the Cyprus

Historical Settled Insurers excluding the insurers to whom a Cyprus Corporate Party has
granted a release of coverage for Talc Personal Injury Claims pursuant to (i) the London
Market Settlement and Release Agreement or (ii) the Seaton Settlement and Release
Agreement.
1.1.27 “Channeling Injunction” means the permanent injunction provided for

in Section 12.3 of the Plan with respect to Talc Personal Injury Claims against the Protected
Parties to be issued pursuant to the Confirmation Order.
1.1.28 “Chapter 11 Cases” means (a) when used with reference to a particular
Debtor, the chapter 11 case pending for that Debtor under chapter 11 of the Bankruptcy
Code in the Bankruptcy Court and (b) when used with reference to all Debtors, the
procedurally consolidated chapter 11 cases pending for the Debtors in the Bankruptcy
Court under Case No. 19-10289 (LSS), and, if applicable, the case to be commenced in the
Bankruptcy Court under chapter 11 of the Bankruptcy Code for ITI.
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1.1.29 “Claim” shall have the meaning ascribed to such term in section 101(5)
of the Bankruptcy Code as it pertains to “claims” against any or all of the Debtors.
1.1.30 “Claims Agent” means Prime Clerk LLC.
1.1.31 “Claims Bar Date” means (i) October 15, 2019, for North American
Debtor Claims (subject to the exceptions contained in the General Bar Date Order),
(ii) January 9, 2020, for Indirect Talc Personal Injury Claims against the North American
Debtors, or (iii) such other period of limitation as may be specifically fixed by an order of
the Bankruptcy Court for objecting to certain Claims.
1.1.32 “Claims Objection Bar Date” means the deadline for objecting to North
American Debtor Claims set forth in Section 7.3.2 which shall be one hundred and twenty
(120) days after the Effective Date, unless extended by operation of the Bankruptcy Rules
or order of the Bankruptcy Court prior to the expiration of such period.
1.1.33 “Claims Register” means the register of Claims filed against the Debtors
in the Chapter 11 Cases maintained by the Claims Agent as such register is updated from
time to time to reflect, among other things, Claims that have been Allowed or Disallowed.
1.1.34 “Class” means a category of holders of Claims or Equity Interests

described in Article III of the Plan.
1.1.35 “Clerk” means the clerk of the Bankruptcy Court.
1.1.36 “Compensation Procedures Order” means that certain Order Under 11

U.S.C. §§ 105(a) and 331, Fed. R. Bankr. P. 2016(a), and Del. Bankr. L.R. 2016-2
Establishing Procedures for Interim Compensation and Reimbursement of Professionals
[Docket No. 301].
1.1.37 “Confirmation” means the entry of the Confirmation Order on the

Docket of the Chapter 11 Cases.
1.1.38 “Confirmation Date” means the date on which the Confirmation Order
is entered on the Docket in the Chapter 11 Cases.
1.1.39 “Confirmation Hearing” means the hearing held by the Bankruptcy

Court pursuant to section 1128(a) of the Bankruptcy Code to consider Confirmation of the
Plan, as such hearing may be adjourned or continued from time to time.
1.1.40 “Confirmation Order” means the order, in form and substance

acceptable to the Plan Proponents, entered by the Bankruptcy Court confirming the Plan
pursuant to section 1129 of the Bankruptcy Code.
1.1.41 “Contingent Contribution” is defined in accordance with

Section 10.8.2.2 of the Plan.
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1.1.42 “Contributed Indemnity and Insurance Interests” is defined in

accordance with Section 10.8.2.3 of the Plan.
1.1.43 “Contribution Claim” is defined in accordance with Section 12.3.1(g)

of the Plan.
1.1.44 “Cooperation Agreement” means that certain Cooperation Agreement

among the Debtors, Imerys S.A., and the Talc Personal Injury Trust, in substantially the
form contained in the Plan Supplement.
1.1.45 “Credits” is defined in accordance with Section 10.9.2.1 of the Plan.
1.1.46 “Cure Amount” means the payment of Cash or the distribution of other
property (as the parties may agree or the Bankruptcy Court may order) as necessary to
(i) cure a monetary default of one or more of the Debtors in accordance with the terms of
an Executory Contract or Unexpired Lease of such Debtor(s) and (ii) permit such Debtor(s)
to assume such Executory Contract or Unexpired Lease under section 365(a) of the
Bankruptcy Code.
1.1.47 “Cyprus” means, collectively, Cyprus Mines and CAMC.
1.1.48 “Cyprus Affiliated Parties” means, for such time as Cyprus Mines was
a subsidiary of CAMC or its predecessors, and solely in their capacity as such: (i) direct or
indirect shareholders of CAMC or its predecessors; (ii) current and former officers,
directors, principals, members, partners, managers, employees, agents, advisory board
members, financial advisors, attorneys, accountants, investment bankers, consultants,
representatives, experts, and other professionals of the Cyprus Corporate Parties; and (iii)
with respect to each of the foregoing Persons in clauses (i) and (ii), each such Person’s
respective heirs, executors, estates, and nominees, as applicable. For the avoidance of
doubt, the Cyprus Affiliated Parties exclude J&J, the Rio Tinto Corporate Parties, and the
Imerys Corporate Parties.
1.1.49 “Cyprus Contribution” is defined in accordance with Section 10.10.5

of the Plan.
1.1.50 “Cyprus Corporate Parties” means (a) Freeport, (b) CAMC, (c) Cyprus
Mines, (d) the Persons listed on Schedule VII, each of which is directly or indirectly owned
or controlled by Freeport, CAMC, and/or Cyprus Mines, and (e) any future successors or
assigns of Freeport, CAMC, Cyprus Mines, and/or the Persons or Entities listed on
Schedule VII, solely in their capacities as such.
1.1.51 “Cyprus Credits” is defined in accordance with Section 10.10.5 of the

Plan.
1.1.52 “Cyprus Future Credits” is defined in accordance with Section 10.10.5

of the Plan.
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1.1.53 “Cyprus Historical Insurance Settlements” means the following

agreements, but solely to the extent of the particular Cyprus Talc Insurance Policies
released in each settlement agreement: (1) the settlement and release agreement by and
between CAMC, on the one hand, and The Home Insurance Company, on the other hand,
dated August 14, 2002; (2) the settlement and release agreement by and among CAMC,
Cyprus Mines, AMAX Inc. and Cyprus Foote Mineral Company, on the one hand, and
International Insurance Company, individually and as successor in interest to International
Surplus Lines Insurance Company, and North River Insurance Corporation on the other
hand, dated December 19, 2000; (3) the settlement and release agreement by and between
CAMC, on the one hand, and St. Paul Fire and Marine Insurance Company, on the other
hand, dated June 14, 2000; (4) the settlement and release agreement by and among CAMC,
on the one hand, and Westport Insurance Corporation (f/k/a Puritan Insurance Company,
f/k/a Manhattan Fire and Marine Insurance Company) on the other hand, dated July 19,
2000; (5) the London Market Settlement and Release Agreement; and (6) the Seaton
Settlement and Release Agreement.
1.1.54 “Cyprus Historical Settled Insurers” means the insurers to whom a

Cyprus Corporate Party has granted a release of coverage for Talc Personal Injury Claims
pursuant to the Cyprus Historical Insurance Settlements, solely with respect to the policies
and claims so released.
1.1.55 “Cyprus Insurance Protocol” means that: (1) in the event that (a) the
Talc Personal Injury Trust obtains a Judgment providing that the Talc Personal Injury Trust
is entitled to a sum certain from an insurer pursuant to any Cyprus Talc Insurance Policy
or if such an insurer enters into an agreement or settlement to pay, or otherwise pays, a sum
certain to the Talc Personal Injury Trust pursuant to any Cyprus Talc Insurance Policy, and
(b) based on such Judgment or agreement or settlement or payment, such insurer obtains a
Judgment against any Cyprus Historical Settled Insurer, or an agreement to pay from any
Cyprus Historical Settled Insurer, the Talc Personal Injury Trust shall voluntarily reduce
its Judgment against, agreement with, settlement with, or recovery from such insurer to the
extent necessary to eliminate any indemnification or other monetary obligation owed by
any Cyprus Corporate Party to such Cyprus Historical Settled Insurer pursuant to the
Cyprus Historical Insurance Settlements; (2) the Talc Personal Injury Trust shall not seek
recovery from any London Market Insurer that was a party to the London Market
Settlement and Release Agreement with respect to policies released in that agreement;
(3) the Talc Personal Injury Trust shall not seek recovery from Providence Washington
with respect to the policy released in the Seaton Settlement and Release Agreement; (4) if
the Talc Personal Injury Trust obtains a Judgment that entitles it to receive a sum certain
from any of the Certain Cyprus Historical Settled Insurers, the Talc Personal Injury Trust
shall voluntarily reduce its Judgment against the Certain Cyprus Historical Settled Insurer
to the extent necessary to eliminate any indemnification or other monetary obligation owed
by a Cyprus Corporate Party to such Certain Cyprus Historical Settled Insurer; and (5) the
Talc Personal Injury Trust shall obtain in any future settlement with any Certain Cyprus
Historical Settled Insurer with respect to the Cyprus Talc Insurance Policies released in
any Cyprus Historical Insurance Settlement a release by the Certain Cyprus Historical
Settled Insurer of the Cyprus Protected Parties.
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1.1.56 “Cyprus Mines” means Cyprus Mines Corporation.
1.1.57 “Cyprus Mines Bankruptcy” means the chapter 11 case to be filed by

Cyprus Mines under chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.
1.1.58 “Cyprus Mines Plan” means the chapter 11 plan of reorganization of

Cyprus Mines, as amended, modified, or supplemented from time to time, to be filed in the
Cyprus Mines Bankruptcy, and which incorporates the terms of the Cyprus Settlement.
1.1.59 “Cyprus Mines Plan Trigger Date” means the later of (a) the effective
date of the Cyprus Mines Plan or (b) the date the order of the District Court affirming
confirmation of the Cyprus Mines Plan and issuing or affirming the issuance of the
channeling injunction (as described in the Cyprus Mines Plan) in favor of the Cyprus
Protected Parties thereunder becomes a Final Order.
1.1.60 “Cyprus Parties” means, collectively, Cyprus and Freeport.
1.1.61 “Cyprus Protected Parties” means the Cyprus Corporate Parties and the
Cyprus Affiliated Parties. For the avoidance of doubt, the Cyprus Protected Parties exclude
the Debtors, the Imerys Protected Parties, the Rio Tinto Protected Parties, the Zurich
Protected Parties, and J&J.
1.1.62 “Cyprus Released Claims” is defined in accordance with

Section 12.2.1(d) of the Plan.
1.1.63 “Cyprus Settlement” means that certain comprehensive settlement by

and among the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, and the FCR,
the terms of which are set forth in and implemented by the Plan, the Cyprus Mines Plan,
and the Cyprus Settlement Agreement, pursuant to which, in exchange for the Cyprus
Contribution and other good and valuable consideration, the Cyprus Protected Parties
receive the benefit of the releases, Injunctions, and other protections set forth in the Plan,
the Cyprus Mines Plan, and the Cyprus Settlement Agreement.
1.1.64 “Cyprus Settlement Agreement” means the Settlement Agreement and

Release among the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, and the
FCR, in substantially the form attached to the Plan as Exhibit D.
1.1.65 “Cyprus Settling Talc Insurance Company” means any Cyprus Talc
Insurance Company that enters into any settlement at any time with the Debtors, the Tort
Claimants’ Committee, the FCR, or the Talc Personal Injury Trust under which such
Cyprus Talc Insurance Company contributes funds, proceeds, or other consideration to or
for the benefit of the Talc Personal Injury Trust, but solely with respect to any Cyprus Talc
Insurance Policy that is the subject of such a settlement agreement.
1.1.66 “Cyprus Talc Insurance Company” means any insurance company,

insurance syndicate, coverholder, insurance broker or syndicate insurance broker, guaranty
8
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association, or any other Entity that has, or may be alleged to have, liability under a Cyprus
Talc Insurance Policy.
1.1.67 “Cyprus Talc Insurance Policy” means any liability insurance policy
(i) that was issued prior to June 30, 1992, (ii) that is currently or was previously in effect
at any time on or before the Effective Date, (iii) as to which there has not been a complete
release of coverage for Talc Personal Injury Claims, and (iv) that names any Cyprus
Protected Party as an insured (whether as the primary or additional insured, or by virtue of
being a parent or subsidiary of the named insured) or that is otherwise alleged to afford any
Cyprus Protected Party insurance coverage for any Talc Personal Injury Claim or any other
claims channeled to the Talc Personal Injury Trust. The Cyprus Talc Insurance Policies
include, but are not limited to, the policies set forth on Schedule VIII.
1.1.68 “Cyprus Talc Insurance Policy Rights” means (a) all rights, Claims,
benefits, or causes of action held by the Cyprus Protected Parties with respect to the
Cyprus Talc Insurance Policies, including the right to receive proceeds; and (b) all rights,
Claims, or causes of action held by the Cyprus Protected Parties, including the right to
receive proceeds, with respect to any settlement agreements or coverage-in-place
agreements to the extent those agreements amend, modify, replace, or govern the rights
and obligations of, and the coverage afforded to, any or all of the Cyprus Protected Parties
under any Cyprus Talc Insurance Policy. For the avoidance of doubt, subject to Section
6.1 of the Cyprus Settlement Agreement, the right to receive proceeds under any such
agreements will not apply to any proceeds paid to a Cyprus Protected Party under such
agreements prior to the Cyprus Trigger Date.
1.1.69 “Cyprus Trigger Date” means the later of (i) the later of the Effective
Date or the date the Affirmation Order becomes a Final Order or (ii) the Cyprus Mines
Plan Trigger Date.
1.1.70 “Debtor Exposure” shall mean credible evidence (a) of exposure to talc
or a product containing talc mined, processed, manufactured, sold and/or distributed by the
Debtors, or for which the Debtors otherwise have legal responsibility, or (b) of conduct for
which the Debtors have legal responsibility that exposed the claimant to such product.
1.1.71 “Debtor Intercompany Claim” means any Claim held by a Debtor

against another Debtor.
1.1.72 “Debtors” means Imerys Talc America, Inc., Imerys Talc Vermont, Inc.,
Imerys Talc Canada Inc., and, in the event it files a voluntary petition for relief under
chapter 11 of the Bankruptcy Code before the Confirmation Date, Imerys Talc Italy S.p.A.
1.1.73 “DIP Facility” means a debtor-in-possession financing facility provided

by the DIP Facility Lender, as more fully described in the DIP Loan Documents and the
DIP Order.
1.1.74 “DIP Facility Claim” means any Claim held by the DIP Facility Lender
arising under the DIP Loan Documents and Allowed by the DIP Order.
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1.1.75 “DIP Facility Lender” means Imerys S.A. or any Affiliate of Imerys
S.A. that is also a Plan Proponent to which Imerys S.A. assigns its rights under the DIP
Loan Documents.
1.1.76 “DIP Loan” means any loan made by the DIP Facility Lender to the
Debtors pursuant to the DIP Loan Documents.
1.1.77 “DIP Loan Documents” means the credit agreement setting forth the
terms and conditions of the DIP Facility and all documents related thereto.
1.1.78 “DIP Order” means any order of the Bankruptcy Court approving the
DIP Facility.
1.1.79 “Direct Talc Personal Injury Claim” means a Talc Personal Injury
Claim that is not an Indirect Talc Personal Injury Claim.
1.1.80 “Disallowed” means any Non-Talc Claim or Equity Interest that (a) is
denied, dismissed, expunged, overruled, or disallowed in whole or in part (but solely to the
extent of the disallowance) by Final Order or under the Plan, or (b) has been withdrawn, in
whole or in part (but solely to the extent of such withdrawal).
1.1.81 “Disbursing Agent” means each Reorganized Debtor, or such other

Entity or Entities chosen by the Reorganized Debtor or Reorganized Debtors to make or
facilitate Distributions pursuant to the Plan.
1.1.82 “Discharge Injunction” means the injunction issued in accordance with

sections 524 and 1141 of the Bankruptcy Code and contained in Section 12.1 of the Plan.
1.1.83 “Disclosure Statement” means the Disclosure Statement for Ninth

Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its
Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated January 27, 2021,
including all exhibits and schedules thereto and references therein that relate to the Plan,
approved by order of the Bankruptcy Court as containing adequate information, and
distributed in accordance with such order of approval, as such disclosure statement and
supplemental disclosure documents may be amended, modified, or supplemented from
time to time with the consent of each of the Plan Proponents.
1.1.84 “Disputed” means any Non-Talc Claim or Equity Interest, or any portion
thereof, that has not been Allowed or Disallowed pursuant to the Plan or a Final Order of
the Bankruptcy Court, or that is contingent or unliquidated.
1.1.85 “Disputed Claims Reserve” means the reserve maintained by the

Reorganized North American Debtors for any distributable amounts required to be set aside
on account of Disputed North American Debtor Claims (other than Disputed
Administrative Claims), the amount of which will be distributed (net of any expenses,
including any taxes relating thereto), as provided in the Plan, as such Disputed North
American Debtor Claims (other than Disputed Administrative Claims) are resolved by
Final Order, and such amounts shall be distributable in respect of such Disputed North
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American Debtor Claims (other than Disputed Administrative Claims) as such amounts
would have been distributable had the Disputed North American Debtor Claims (other than
Disputed Administrative Claims) been Allowed Claims as of the Effective Date. For the
avoidance of doubt, (i) no assets of ITI will be used to fund the Disputed Claims Reserve
and no amounts from the Disputed Claims Reserve will be distributed on account of
Allowed ITI Claims, and (ii) available funds in the Disputed Claims Reserve will not be
used to pay any Claims that are subject to payment from funds placed in the Reorganized
North American Debtor Cash Reserve.
1.1.86 “Distribution(s)” mean(s) Cash, property, or interest in property to be

paid or delivered hereunder to holders of Allowed Non-Talc Claims under the terms of the
Plan.
1.1.87 “Distribution Date” means the date which is as soon as reasonably

practicable after the later of (i) the Effective Date, or (ii) in the case of a Non-Talc Claim
that is not yet Allowed as of the Effective Date, the date that such Claim becomes Allowed.
1.1.88 “Distribution Record Date” means the record date for determining an
entitlement to receive Distributions under the Plan on account of Allowed Non-Talc
Claims, which shall be the Confirmation Date.
1.1.89 “District Court” means the United States District Court for the District
of Delaware.
1.1.90 “Docket” means the docket in the jointly administered Chapter 11 Cases
maintained by the Clerk.
1.1.91 “Effective Date” means the Business Day upon which all of the
conditions precedent to the occurrence of the Effective Date contained in Section 9.2 of the
Plan have been satisfied or waived pursuant to Section 9.3.
1.1.92 “Encumbrance” means, with respect to any property (whether real or

personal, tangible or intangible), any mortgage, Lien, pledge, charge, security interest,
assignment or encumbrance of any kind or nature in respect of such property (including
any conditional sale or other title retention agreement, any security agreement, and the
filing of, or agreement to give, any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction) to secure payment of a debt or performance
of an obligation.
1.1.93 “Entity” shall have the meaning ascribed to such term in section 101(15)
1.1.94 “Equity Interest” means (i) the ITA Stock, (ii) the ITV Stock, (iii) the
ITC Stock, and/or (iv) the ITI Stock, as applicable.
1.1.95 “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder, as amended, supplemented or substituted therefor from time to time.
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1.1.96 “ERISA Affiliate” means, with respect to any Person, any other Person
(whether or not incorporated) that, together with such Person, would be treated as a single
employer under section 414 of the Internal Revenue Code or section 4001 of ERISA.
1.1.97 “ERISA Pension Plan Sponsors” is defined in accordance with

1.1.98 “ERISA Pension Plans” is defined in accordance with Section 12.10 of

the Plan.
1.1.99 “Estate” means, as to each Debtor, the estate created in its Chapter 11
Case under section 541 of the Bankruptcy Code.
1.1.100 “Estate Causes of Action” means any and all of the actions, claims,
rights, remedies, defenses, counterclaims, suits, and causes of action owned or held, or
assertable by or on behalf of any Debtor or its Estate (including, without limitation, claims
assertable by the Tort Claimants’ Committee or FCR on behalf of any Debtor or its Estate),
whether known or unknown, in law, at equity or otherwise, whenever and wherever arising
under the laws of any jurisdiction, including without limitation actions that (i) arise out of
or are based on breach of contract, receipt of illegal dividends, fraudulent conveyances and
transfers, breach of fiduciary duty, breach of duty of loyalty, legal malpractice, recovery
of attorneys’ fees, turnover of property and avoidance or recovery actions of the Debtors
or their respective Estates, including actions that constitute property of the Estate under
section 541 of the Bankruptcy Code that are or may be pursued by a representative of the
Estates, including pursuant to section 323 of the Bankruptcy Code, and actions that may
be commenced by a representative of the Estates under section 362 or chapter 5 of the
Bankruptcy Code, seeking relief in the form of damages (actual and punitive), imposition
of a constructive trust, turnover of property, restitution, and declaratory relief with respect
thereto or otherwise, or (ii) seek to impose any liability upon, or injunctive relief on, any
Imerys Protected Party, any Rio Tinto Protected Party, any Cyprus Protected Party, or any
Settling Talc Insurance Company, or to satisfy, in whole or in part, any Talc Personal Injury
Claim. The term “Estate Causes of Action” includes any such actions, claims, rights,
remedies, defenses, counterclaims, suits, and causes of action, regardless of the alleged
legal theory, including without limitation: (a) inadequate capitalization, (b) fraudulent
transfer or fraudulent conveyance claims, or claims seeking to avoid and/or recover any
transfers of property, under applicable state or federal law, (c) claims based on the
doctrines of veil piercing, alter ego, successorship, or vicarious liability; (d) single business
enterprise or common enterprise claims; (e) claims that any Debtor was the mere
instrumentality, agent, dominated or controlled party, or alter ego of any Imerys Protected
Party, any Rio Tinto Protected Party, or any Cyprus Protected Party, or that any Imerys
Protected Party, any Rio Tinto Protected Party, or any Cyprus Protected Party was the mere
instrumentality, agent, dominated or controlled party, or alter ego of any Debtor; (f) claims
that any Imerys Protected Party, any Rio Tinto Protected Party, or any Cyprus Protected
Party was the mere continuation of any Debtor; (g) negligent provision of services claims;
and (h) claims that any Imerys Protected Party, any Rio Tinto Protected Party, or any
Cyprus Protected Party, on the one hand, and any Debtor, on the other hand, conspired with
one another, aided and abetted one another, or acted in concert with one another.
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1.1.101 “Executory Contract” means any executory contract as to which one of

the Debtors is a party and that is subject to assumption or rejection under section 365 of
the Bankruptcy Code.
1.1.102 “FCR” means James L. Patton (or any Bankruptcy Court-appointed

successor), in his capacity as the legal representative for any and all persons who may assert
Talc Personal Injury Demands in the future, but who are currently unknown. “FCR” stands
for Future Claimants’ Representative.
1.1.103 “Fee Claim” means any Claim of a (i) Professional for allowance of
compensation and reimbursement of costs and expenses and (ii) member of the Tort
Claimants’ Committee for reimbursement of costs and expenses, in each case incurred in
the Chapter 11 Cases on or before the Effective Date.
1.1.104 “Fee Claim Reserve” means an amount equal to the Allowed Amount
of Fee Claims against the Debtors and a reasonable estimate by the Debtors (subject to
input from and consent by each of the Plan Proponents) of additional Fee Claims against
the Debtors that may become Allowed after the Effective Date. The sole purpose of the
Fee Claim Reserve is to pay all Allowed and unpaid Fee Claims against the Debtors in full.
1.1.105 “Fee Examiner” means Jacob Renick (or any Bankruptcy Court-
appointed successor), in his capacity as the fee examiner appointed pursuant to the Fee
Examiner Order.
1.1.106 “Fee Examiner Order” means the Order Appointing Fee Examiner and
Establishing Related Procedures for the Review of Applications of Retained Professionals
[Docket No. 741].
1.1.107 “Final Cash Management Order” means the Final Order Under 11
U.S.C. §105(a), 345, 363, 503(b), and 507(a), Fed. R. Bankr. P. 6003 and 6004, and Del.
Bankr. L.R. 2015-2 (I) Authorizing Continued Use of Existing Cash Management System,
Including Maintenance of Existing Bank Accounts, Checks, and Business Forms, (II)
Authorizing Continuation of Existing Deposit Practices, (III) Approving the Continuation
of Intercompany Transactions, and (IV) Granting Superpriority Administrative Expense
Status to Certain Postpetition Intercompany Claims [Docket No. 428].
1.1.108 “Final Order” means, as applicable, an order or judgment of the

Bankruptcy Court or other court of competent jurisdiction with respect to the relevant
subject matter, which has not been reversed, stayed, modified or amended, and as to which
the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has
been timely taken, or as to which any appeal that has been taken or any petition for
certiorari that has been or may be filed has been resolved by the highest court to which the
order or judgment could be appealed or from which certiorari could be sought or the new
trial, reargument or rehearing shall have been denied, resulted in no modification of such
order or has otherwise been dismissed with prejudice.
1.1.109 “First Installment” is defined in accordance with Section 10.10.5 of the

Plan.
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1.1.110 “Foreign Claim” shall mean a Talc Personal Injury Claim with respect
to which: (i) the purchase of a product containing talc mined, processed, manufactured,
sold and/or distributed by the Debtors, or for which the Debtors otherwise have legal
responsibility occurred outside of the United States or Canada and their territories and
possessions, and (ii) the Debtor Exposure occurred outside of the United States or Canada
and their territory and possessions. For the avoidance of doubt, a Canadian Claim is not a
Foreign Claim.
1.1.111 “Freeport” means Freeport-McMoRan Inc.
1.1.112 “Future Credits” is defined in accordance with Section 10.9.2.1 of the

Plan.
1.1.113 “General Bar Date Order” means the Order (I) Establishing Bar Dates
and Related Procedures for Filing Proofs of Claim Other Than with Respect to Talc
Personal Injury Claims and (II) Approving Form and Manner of Notice Thereof [Docket
No. 881].
1.1.114 “Imerys Affiliated Parties” means, in each case during the times the
Debtors were direct or indirect subsidiaries of Imerys S.A. and solely in their capacities as
such: (i) direct or indirect shareholders of Imerys S.A.; (ii) current and former officers,
directors, principals, members, partners, managers, employees, agents, advisory board
members, financial advisors, attorneys, accountants, investment bankers, consultants,
representatives, experts, and other professionals of the Imerys Corporate Parties and/or the
Debtors; and (iii) with respect to each of the foregoing Persons in clauses (i) and (ii), each
such Person’s respective heirs, executors, estates, and nominees, as applicable. For the
avoidance of doubt, the Imerys Affiliated Parties exclude J&J, the Rio Tinto Corporate
Parties, and the Cyprus Corporate Parties.
1.1.115 “Imerys Cash Contribution” is defined in accordance with

1.1.116 “Imerys Contribution” is defined in accordance with Section 10.8.2 of

the Plan.
1.1.117 “Imerys Corporate Parties” means Imerys S.A. and all Persons listed
on Schedule I, each of which are or were Affiliates of Imerys S.A. during the time that the
Debtors were owned or controlled by Imerys S.A., hereto, and the successors and assigns
of such Persons, solely in their capacity as such. Schedule I is an exclusive list and does
not include, among others, J&J, the Rio Tinto Corporate Parties, or the Cyprus Corporate
Parties.
1.1.118 “Imerys Non-Debtors” means Imerys S.A. and its Affiliates, excluding
the Debtors.
1.1.119 “Imerys Plan Proponents” means Imerys S.A., on behalf of itself and
all Persons listed on Schedule II hereto, each of which Imerys S.A. has direct or indirect
ownership or other control.
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1.1.120 “Imerys Protected Parties” means the Imerys Corporate Parties and the
Imerys Affiliated Parties.
1.1.121 “Imerys Released Claims” is defined in accordance with

Section 12.2.1(b) of the Plan.
1.1.122 “Imerys S.A.” means Imerys S.A., the Debtors’ parent entity.
1.1.123 “Imerys Settlement” means that certain comprehensive settlement by

and among the Plan Proponents, the terms of which are set forth and implemented herein.
1.1.124 “Imerys Settlement Funds” means (i) $75 million, consisting of $74.5
million Cash and the Talc PI Note, plus (ii) the Sale Proceeds, plus (iii) a contingent
purchase price enhancement of up to $102.5 million, subject to the Cash value of the Sale
Proceeds provided that in the event the Sale contemplated by and pursuant to the Sale Order
closes, no contingent purchase price enhancement shall be payable, less (iv) if the DIP
Order is entered, amounts required to pay the DIP Facility Claims pursuant to the terms of
the DIP Loan Documents and Allowed by the DIP Order, less (v) if the DIP Order is not
entered, Imerys S.A.’s reasonable and documented out-of-pocket costs and expenses of
negotiation and preparation of the DIP Loan Documents estimated to be $400,000 as of
December 10, 2020.
1.1.125 “Impaired” means a Claim or Equity Interest that is impaired within the
meaning of section 1124 of the Bankruptcy Code.
1.1.126 “Indirect Talc Personal Injury Claim” means a Talc Personal Injury
Claim of any corporation (as defined in section 101(9) of the Bankruptcy Code), co-
defendant of a Debtor, or predecessor of a Debtor for contribution, reimbursement,
subrogation, or indemnity, whether contractual or implied by law (as those terms are
defined by applicable non-bankruptcy law of the relevant jurisdiction), and any other
derivative Talc Personal Injury Claim of any corporation (as defined in section 101(9) of
the Bankruptcy Code), co-defendant of a Debtor, or predecessor of a Debtor, whether in
the nature of or sounding in contract, tort, warranty, or other theory of law. For the
avoidance of doubt, an Indirect Talc Personal Injury Claim shall not include any claim for
or otherwise relating to death, injury, or damages caused by talc or a product or material
containing talc that is asserted by or on behalf of any injured individual, the estate, legal
counsel, relative, assignee, or other representative of any injured individual, or an
individual who claims injury or damages as a result of the injury or death of another
individual regardless of whether such claim is seeking compensatory, special, economic,
non-economic, punitive, exemplary, administrative, or any other costs or damages, or any
legal, equitable or other relief whatsoever, including pursuant to a settlement, judgment, or
verdict. By way of illustration and not limitation, an Indirect Talc Personal Injury Claim
shall not include any claim for loss of consortium, loss of companionship, services and
society, or wrongful death. Indirect Talc Personal Injury Claims shall be resolved by the
Talc Personal Injury Trust in accordance with the Talc Personal Injury Trust Documents.
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1.1.127 “Information Officer” means any Entity (current and former), in its
capacity as the information officer appointed by the Canadian Court in the Canadian
Proceeding.
1.1.128 “Injunctions” means the Discharge Injunction, the Channeling

Injunction, the Supplemental Settlement Injunction Order, the Insurance Entity Injunction,
the Release Injunction, and any other injunctions entered by the Bankruptcy Court or the
District Court in connection with Confirmation of the Plan.
1.1.129 “Insurance Entity Injunction” means the injunction described in

Section 12.3.2 of the Plan.
1.1.130 “Insured Non-Talc Claim” means a Non-Talc Claim that is alleged to

be covered by an insurance policy issued or allegedly issued by a Non-Talc Insurance
Company.
1.1.131 “Intercompany Claim” means (a) any Debtor Intercompany Claim or

(b) any Non-Debtor Intercompany Claim.
1.1.132 “Intercompany Loan” means that certain outstanding loan payable from
the Imerys Non-Debtors to the North American Debtors in the amount of approximately
$2,500,000 as of December 31, 2020.
1.1.133 “Internal Revenue Code” or “Tax Code” means title 26 of the United
States Code, 26 U.S.C. §§ 1 et seq., as in effect on the Petition Date, together with all
amendments, modifications, and replacements of the foregoing as the same may exist on
any relevant date to the extent applicable to the Chapter 11 Cases.
1.1.134 “ITA” means Imerys Talc America, Inc., a Delaware corporation, and a
Debtor in the Chapter 11 Cases.
1.1.135 “ITA Stock” means all of the outstanding shares of stock of ITA, 100%
of which is held by Imerys Minerals Holding Limited.
1.1.136 “ITC” means Imerys Talc Canada Inc., a Canadian corporation, and a
1.1.137 “ITC Stipulated Claim” means any superpriority administrative

expense claim held by ITC against ITA arising as a result of the ITC Stipulated Order.
1.1.138 “ITC Stipulated Order” means that certain Order Approving

Stipulation and Agreement Permitting Imerys Talc Canada Inc. to Make Payments to
Imerys Talc America, Inc. for Non-Debtor Professional Fees, entered on March 26, 2020
[Docket No. 1578].
1.1.139 “ITC Stock” means all of the outstanding shares of stock of ITC, 100%
of which is held by Mircal S.A., a Non-Debtor Affiliate.
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1.1.140 “ITI” means Imerys Talc Italy S.p.A., an Italian corporation, and a
potential Debtor in the Chapter 11 Cases.
1.1.141 “ITI Causes of Action” means any and all Estate Causes of Action (other
than Talc Personal Injury Trust Causes of Action and Talc Insurance Actions) owned or
held, or assertable by or on behalf of ITI or its Estate that are not otherwise released
pursuant to the Plan.
1.1.142 “ITI Claim” means any Non-Talc Claim against ITI.
1.1.143 “ITI Stock” means all of the outstanding shares of (i) stock of ITI or
(ii) if on or after the Effective Date, Reorganized ITI, the majority of which is held by
Mircal Italia.
1.1.144 “ITV” means Imerys Talc Vermont, Inc., a Vermont corporation, and a
1.1.145 “ITV Stock” means all of the outstanding shares of stock of ITV, 100%
of which is held by ITA.
1.1.146 “J&J” means Johnson & Johnson, Johnson & Johnson Baby Products
Company, Johnson & Johnson Consumer Companies, Inc., Johnson & Johnson Consumer
Inc., Johnson & Johnson Consumer Products, Inc., and each of their past and present
parents, subsidiaries and Affiliates, direct and indirect equity holders, and the successors
and assigns of each, excluding the Debtors and the Imerys Non-Debtors.
1.1.147 “J&J Agreements” means those contracts and/or agreements setting

forth the J&J Indemnification Obligations, including, without limitation: (i) that certain
Agreement, between Cyprus Mines Corporation and Johnson & Johnson, dated as of
January 6, 1989; (ii) that certain Talc Supply Agreement, between Windsor Minerals Inc.
and Johnson & Johnson Baby Products Company, a division of Johnson & Johnson
Consumer Products, Inc., dated as of January 6, 1989; (iii) that certain Supply Agreement
between Johnson & Johnson Consumer Companies, Inc. and Luzenac America, Inc., dated
as of April 15, 2001; (iv) that certain Material Purchase Agreement, between Johnson &
Johnson Consumer Companies, Inc. and Luzenac America, Inc., dated as of January 1,
2010; (v) that certain Material Purchase Agreement, between Johnson & Johnson
Consumer Companies, Inc. and Luzenac America, Inc., dated as of January 1, 2011; and/or
(vi) any other applicable agreement, order, or law.
1.1.148 “J&J Indemnification Defense” means any and all rights and defenses
that J&J may have under any J&J Agreement and applicable law with respect to a claim
seeking indemnification, but J&J Indemnification Defenses do not include any defense that
the Plan or any of the other Plan Documents do not comply with the Bankruptcy
Code. Upon entry of the Confirmation Order in the Chapter 11 Cases, J&J Indemnification
Defenses shall not include any defense that the transfer of the J&J Indemnification
Obligations to the Talc Personal Injury Trust is prohibited by the J&J Agreements or
applicable non-bankruptcy law.
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1.1.149 “J&J Indemnification Obligations” means any and all indemnity rights
of the Debtors, the Protected Parties, and the Imerys Non-Debtors against J&J for Talc
Personal Injury Claims set forth in the J&J Agreements.
1.1.150 “J&J Indemnification Rights and Obligations” means (i) the J&J
Indemnification Obligations and (ii) any and all indemnification rights of J&J against the
Debtors and the other Protected Parties for Talc Personal Injury Claims, if any, provided,
however, that the J&J Indemnification Rights and Obligations do not include any claim by
J&J to indemnification, defense, contribution, or any other right to recovery against any
Rio Tinto Protected Party or any Zurich Protected Party, or under any Rio Tinto Captive
Insurer Policy or any Zurich Policy, arising out of or relating to any Talc Personal Injury
Claim.
1.1.151 “Judgment” means a final and binding judicial determination or

arbitration award.
1.1.152 “KEIP/KERP Payments” means those certain payments to participants

in the Debtors’ key employee incentive plan and/or key employee retention plan as
authorized by the Bankruptcy Court pursuant to the Order Approving Debtors’ Key
Employee Retention Program [Docket No. 1259] and the Order Approving Debtors’
Revised Key Employee Incentive Program [Docket No. 1787].
1.1.153 “Lien” has the meaning ascribed to such term in section 101(37) of the
Bankruptcy Code.
1.1.154 “London Market Insurers” has the meaning ascribed to such term in
the London Market Settlement and Release Agreement.
1.1.155 “London Market Settlement and Release Agreement” means the

settlement and release agreement by and between CAMC, on the one hand, and certain
Underwriters at Lloyd’s, London, and certain London Market Insurance Companies, on the
other hand, entered into about May 2001.
1.1.156 “Mircal Italia” means Mircal Italia S.p.A., a Non-Debtor Affiliate.
1.1.157 “Non-Debtor Affiliate” means an Affiliate of any Debtor other than

Imerys S.A. or one of the other Debtors.
1.1.158 “Non-Debtor Intercompany Claim” means any Claim (including

Claims related to setoff rights) held against a Debtor by Imerys S.A. or a Non-Debtor
Affiliate that is a direct or indirect subsidiary of Imerys S.A. other than (i) Administrative
Claims and (ii) claims related to Postpetition Intercompany Transactions (as such term is
defined in the Final Cash Management Order) made pursuant to the Final Cash
Management Order, provided that Imerys S.A. or a Non-Debtor Affiliate that is a direct or
indirect subsidiary of Imerys S.A. shall have no Administrative Claim on account of the
Contingent Contribution except where Imerys S.A. is entitled to reimbursement on account
of any unused portions of the Contingent Contribution that Imerys S.A. contributed
pursuant to Section 10.8.2.2 of the Plan.
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1.1.159 “Non-Talc Causes of Action” means the North American Debtor Causes
of Action and the ITI Causes of Action.
1.1.160 “Non-Talc Claim” means any Claim that is not a Talc Personal Injury
Claim.
1.1.161 “Non-Talc Insurance Assets” means any Non-Talc Insurance Policies,

or settlements thereof, that afford the Debtors indemnity or insurance coverage solely with
respect to any Insured Non-Talc Claims.
1.1.162 “Non-Talc Insurance Company” means any insurance company,

insurance syndicate, coverholder, insurance broker or syndicate insurance broker, guaranty
association or any other Entity, other than a Talc Insurance Company, that may have
liability under a Non-Talc Insurance Policy.
1.1.163 “Non-Talc Insurance Policies” means any insurance policy, other than
a Talc Insurance Policy or a Cyprus Talc Insurance Policy, issued to or that provides or
may provide coverage at any time to the Debtors or under which the Debtors have sought
or may seek coverage including, without limitation, any such policy for directors’ and
officers’ liability, general liability, workers’ compensation, and any excess or umbrella
policy, and all agreements, documents, or instruments relating thereto.
1.1.164 “North American Debtor Causes of Action” means any and all Estate
Causes of Action (other than Talc Personal Injury Trust Causes of Action and Talc
Insurance Actions) owned or held, or assertable by or on behalf of any North American
Debtor or their Estates that are not otherwise released pursuant to the Plan.
1.1.165 “North American Debtor Claim” means any Non-Talc Claim against
any or all of the North American Debtors.
1.1.166 “North American Debtor Stock” means the ITA Stock, the ITV Stock,
and the ITC Stock.
1.1.167 “North American Debtors” means ITA, ITV, and ITC.
1.1.168 “PBGC” means the Pension Benefit Guaranty Corporation.
1.1.169 “PDC Agreement” means the letter agreement by and between Phelps
Dodge Corporation, on the one hand, and BP Amoco Corporation, on the other hand,
entered into on February 28, 2000.
1.1.170 “Pension Liabilities” means the obligation to pay the pension benefits
accrued by the employees of the North American Debtors with respect to their service with
the Debtors (and any ERISA Affiliates of the Debtors) as of the Effective Date.
1.1.171 “Person” means an individual, corporation, partnership, joint venture,

association, joint stock company, limited liability company, limited liability partnership,
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trust, estate, unincorporated organization, governmental unit (as defined in section 101(27)
of the Bankruptcy Code), or other Entity.
1.1.172 “Petition Date” means February 13, 2019, and, with respect to ITI, the
date on which ITI files its petition for relief commencing its Chapter 11 Case.
1.1.173 “Plan” means this Ninth Amended Joint Chapter 11 Plan of

Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates Under Chapter 11
of the Bankruptcy Code filed by the Plan Proponents, as the same may be amended or
modified from time to time pursuant to section 1127 of the Bankruptcy Code and consistent
with the Imerys Settlement and the Cyprus Settlement. The Plan shall be in form and
substance acceptable to each of the Plan Proponents.
1.1.174 “Plan Cure and Assumption Notice” is defined in accordance with

Section 5.3.3 of the Plan.
1.1.175 “Plan Documents” means the Plan, the Disclosure Statement, the Plan
Supplement, and all of the exhibits and schedules attached to any of the foregoing
(including, without limitation and for the avoidance of doubt, the Talc Personal Injury Trust
Documents and the Cooperation Agreement).
1.1.176 “Plan Proponents” means, collectively, the Debtors, the Tort Claimants’
Committee, the FCR, and the Imerys Plan Proponents.
1.1.177 “Plan Supplement” means the compilation of documents and forms of

documents, schedules, and exhibits to the Plan to be filed by the Debtors no later than
February 5, 2021, and additional documents filed with the Bankruptcy Court before the
Effective Date as amendments, modifications, or supplements to the Plan Supplement,
including the following: (a) the list of Executory Contracts and Unexpired Leases to be
assumed by the North American Debtors, together with the Cure Amount for each such
contract or lease; (b) the list of Executory Contracts and Unexpired Leases to be assumed
by ITI, together with the Cure Amount for each such contract or lease; (c) a list of the
Executory Contracts and Unexpired Leases to be rejected by ITI; (d) a list of the Settling
Talc Insurance Companies; (e) a list of the North American Debtor Causes of Action; (f) a
list of the ITI Causes of Action; (g) a list of the Contributed Indemnity and Insurance
Interests; (h) the Cooperation Agreement; (i) the Amended Charter Documents; (j) the list
of officers and directors of the Reorganized North American Debtors; (k) the Talc PI Note;
(l) the Talc PI Pledge Agreement; (m) the identity of the initial Talc Trustees and their
compensation; and (n) a list of the Talc Insurance Policies; provided that the Plan
Documents listed in subsections (d), (g), (h), (i), (j), (k), and (l) shall each be in form and
substance acceptable to each of the Plan Proponents; provided further that the Plan
Documents listed in subsections (a), (b), and (c) will be revised as needed, subject to Article
V of the Plan, to take into account any additional Executory Contracts and Unexpired
Leases to be assumed or rejected in advance of the Confirmation Hearing. The Plan
Supplement will be served only on those parties that have requested notice in the Chapter
11 Cases pursuant to Bankruptcy Rule 2002 and any party in interest who requests in
writing a copy from counsel for the Debtors; provided that the Plan Documents listed in
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subsection (m) above will be filed and served on all parties receiving Ballots (as defined in
the Voting Procedures). In addition, copies of all Executory Contract and Unexpired Lease
exhibits will be served on the applicable counterparties to such Executory Contracts and
Unexpired Leases. Once the Plan Supplement is filed, a copy will also be available for
review on the Claims Agent’s website free of charge at
https://cases.primeclerk.com/ImerysTalc/ by clicking the link for “Plan & Disclosure
Statement.”
1.1.178 “Post-Effective Date Liabilities” is defined in accordance with

1.1.179 “Priority Non-Tax Claim” means any Claim entitled to priority

pursuant to section 507(a) of the Bankruptcy Code, other than an Administrative Claim, a
Priority Tax Claim, a Fee Claim, or a DIP Facility Claim.
1.1.180 “Priority Tax Claim” means any Claim entitled to priority pursuant to
section 507(a)(8) of the Bankruptcy Code.
1.1.181 “Professional” means any person retained or to be compensated pursuant

to sections 327, 328, 330, 524(g)(4)(B)(i), or 1103 of the Bankruptcy Code, including,
without limitation, any professional retained by the Tort Claimants’ Committee and/or the
FCR.
1.1.182 “Proof of Claim” means any proof of claim filed with the Bankruptcy
Court or the Claims Agent pursuant to section 501 of the Bankruptcy Code and Bankruptcy
Rules 3001 or 3002 that asserts a Claim against any of the Debtors.
1.1.183 “Protected Party” means any of the following:
(a) the Debtors and any Person who served as a director or officer of
any Debtor at any time during the Chapter 11 Cases, but solely in such Person’s capacity
as such;
(b) the Reorganized Debtors;
(c) the Imerys Protected Parties;
(d) any Person, except for the Talc Personal Injury Trust, that, pursuant
to the Plan or otherwise, after the Effective Date, becomes a direct or indirect transferee
of, or successor to, the Debtors, the Reorganized Debtors, or any of their respective assets
(but only to the extent that liability is asserted to exist as a result of its becoming such a
transferee or successor);
(e) the Buyer (but only to the extent that liability is asserted to exist as
a result of its becoming a transferee or successor to the Debtors);
(f) the Settling Talc Insurance Companies;
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(g) the Rio Tinto Protected Parties; and
(h) the Cyprus Protected Parties (upon the Cyprus Trigger Date).
1.1.184 “Providence Washington” means Providence Washington Insurance

Company and Seaton Insurance Company, formerly known as Unigard Security Insurance
Company, formerly known as Unigard Mutual Insurance Company.
1.1.185 “Release Injunction” is defined in accordance with Section 12.2.3 of the

Plan.
1.1.186 “Released Parties” means each of: (a) the Imerys Protected Parties;
(b) the Debtors; (c) the Reorganized Debtors; (d) the Tort Claimants’ Committee; (e) the
individual members of the Tort Claimants’ Committee (in their capacities as such); (f) the
FCR; (g) the Information Officer; (h) the Rio Tinto Protected Parties subject to the
limitation in Section 10.9.6 of the Plan; (i) the Cyprus Protected Parties; and (j) to the
fullest extent permitted by applicable law, with respect to each of the foregoing Persons in
clauses (b), (c), (d), (f), and (g), each such Person’s Representatives; provided that, for the
avoidance of doubt, the Cyprus Protected Parties will only be Released Parties upon the
occurrence of the Cyprus Trigger Date.
1.1.187 “Releasing Claim Holder” means, collectively, (a) all holders of Claims
that vote to accept the Plan; (b) all holders of Claims that are presumed to accept the Plan;
(c) all holders of Claims entitled to vote on the Plan and who vote against the Plan and do
not opt out of the releases provided for in the Plan, (d) all holders of Claims entitled to vote
for or against the Plan who do not vote for or against the Plan and do not opt out of the
releases provided for in the Plan, except for those holders of Claims whose solicitation
packages were returned to the Debtors or their agent(s) as undeliverable and those holders
of Claims that were not sent a solicitation package because a prior mailing sent to them in
the Chapter 11 Cases was returned as undeliverable, in each case, unless such holders have
notice of the Chapter 11 Cases; and (e) with respect to each of the foregoing Persons in
clauses (a) through (d), such Persons’ respective predecessors, successors, and assigns,
each in their capacity as such.
1.1.188 “Reorganized Debtors” means the Reorganized North American

Debtors and Reorganized ITI.
1.1.189 “Reorganized ITA” means ITA, renamed Ivory America, Inc. or such
other name as set forth in the Amended Charter Documents, on and after the Effective
Date.
1.1.190 “Reorganized ITA Stock” means one hundred percent (100%) of the
shares of common stock of Reorganized ITA.
1.1.191 “Reorganized ITC” means ITC, renamed Ivory Canada, Inc. or such
Date.
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1.1.192 “Reorganized ITC Stock” means one hundred percent (100%) of the
shares of common stock of Reorganized ITC.
1.1.193 “Reorganized ITI” means ITI, on and after the Effective Date.
1.1.194 “Reorganized ITV” means ITV, renamed Ivory Vermont, Inc. or such
Date.
1.1.195 “Reorganized ITV Stock” means one hundred percent (100%) of the
shares of common stock of Reorganized ITV.
1.1.196 “Reorganized North American Debtor Cash Reserve” means an

amount, funded from Cash on hand of the North American Debtors, the Sale Proceeds,
and/or the Imerys Cash Contribution, as of the Effective Date, subject to input from and
consent by each of the Plan Proponents, equal to: (i) the Allowed Amount of Priority Tax
Claims against the North American Debtors; (ii) the Allowed Amount of Priority Non-Tax
Claims against the North American Debtors; (iii) the Allowed Amount of all Secured
Claims against the North American Debtors; (iv) the Allowed Amount of all Debtor
Intercompany Claims against the North American Debtors; (v) the Allowed Amount of all
Unsecured Claims against the North American Debtors; and (vi) an estimate by the North
American Debtors of additional post-Effective Date obligations that the Reorganized North
American Debtors may incur, including, but not limited to, (a) amounts necessary to
compensate the Disbursing Agent and cover costs incurred by the Disbursing Agent in
implementing the Plan, (b) amounts necessary to enforce all rights to commence and
pursue, as appropriate, any and all North American Debtor Causes of Action, and
(c) amounts due in respect of the Canadian Proceeding related to the post-Effective Date
period. For the avoidance of doubt, the Reorganized North American Debtor Cash Reserve
shall not be funded by the Administrative Claim Reserve, the Fee Claim Reserve, the assets
of ITI, or the assets of Reorganized ITI, nor shall ITI Claims be satisfied from the
Reorganized North American Debtor Cash Reserve.
1.1.197 “Reorganized North American Debtor Stock” means the Reorganized

ITA Stock, the Reorganized ITV Stock, and the Reorganized ITC Stock, which shall be
deemed authorized and issued on the Effective Date as described in Section 10.6 of the
Plan.
1.1.198 “Reorganized North American Debtors” means Reorganized ITA,

Reorganized ITV, and Reorganized ITC.
1.1.199 “Representatives” means with respect to any Person, such Person’s

(a) successors, permitted assigns, subsidiaries, and controlled affiliates, (b) present officers
and directors, principals, members, employees, financial advisors, attorneys, accountants,
investment bankers, consultants, experts, and other professionals, and (c) respective heirs,
executors, estates, and nominees, in each case solely in their capacity as such.
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1.1.200 “Reserves” means (a) the Administrative Claim Reserve; (b) Disputed
Claims Reserve; (c) the Fee Claim Reserve; and (d) the Reorganized North American
Debtor Cash Reserve.
1.1.201 “Rio Tinto” means Rio Tinto America Inc.
1.1.202 “Rio Tinto Captive Insurer Policies” means any and all Talc Insurance
Policies issued by the Rio Tinto Captive Insurers, including, but not limited to the Talc
Insurance Policies listed on Schedule III. For the avoidance of doubt, the Rio Tinto Captive
Insurer Policies shall not include any policy to the extent such policy provides reinsurance
to any Zurich Protected Party.
1.1.203 “Rio Tinto Captive Insurers” means Three Crowns Insurance Company
(formerly known as Three Crowns Insurance Company Limited), Metals & Minerals
Insurance Company Pte. Ltd., and Falcon Insurance Ltd., collectively or individually, as
appropriate.
1.1.204 “Rio Tinto Cash Contribution” means $80 million, which Rio Tinto
will contribute, or cause to be contributed, to the Talc Personal Injury Trust.
1.1.205 “Rio Tinto Corporate Parties” means Rio Tinto plc, Rio Tinto Limited,
and the Persons listed on Schedule IV, each of which is directly or indirectly controlled by
Rio Tinto plc and/or Rio Tinto Limited, and the future successors or assigns of Rio Tinto
plc, Rio Tinto Limited, and/or the Persons listed on Schedule IV, solely in their capacity
as such.
1.1.206 “Rio Tinto Protected Parties” means (a) the Rio Tinto Corporate
Parties; (b) direct or indirect shareholders of the Rio Tinto Corporate Parties; (c) current
and former officers, directors, principals, members, partners, managers, employees, agents,
advisory board members, financial advisors, attorneys, accountants, insurers, investment
bankers, consultants, representatives, experts, and other professionals of the Rio Tinto
Corporate Parties; and (d) the respective heirs, executors, and estates, as applicable, of each
Person listed in clauses (b) and (c), and, as to each Person listed in clauses (a), (b), (c) or
(d), solely in their capacity as such. For the avoidance of doubt, the Rio Tinto Protected
Parties exclude the Debtors, the Imerys Protected Parties, the Cyprus Protected Parties, and
J&J.
1.1.207 “Rio Tinto/Zurich Contribution” means, collectively, (a) the Rio Tinto
Cash Contribution, (b) the Zurich Cash Contribution, and (c) the Rio Tinto/Zurich Credit
Contribution.
1.1.208 “Rio Tinto/Zurich Credit Contribution” is defined in accordance with

1.1.209 “Rio Tinto/Zurich Released Claims” is defined in accordance with

Section 12.2.1(c) of the Plan.
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1.1.210 “Rio Tinto/Zurich Settlement” means that certain comprehensive

settlement set forth in the Plan and the Rio Tinto/Zurich Settlement Agreement and
implemented by the Plan by and among: (i) Rio Tinto, on behalf of itself and the Rio Tinto
Captive Insurers, and for the benefit of the Rio Tinto Protected Parties, and Zurich, on
behalf of itself and for the benefit of the Zurich Protected Parties, on the one hand, and
(ii) the Debtors, on the other hand, and consented to by the Tort Claimants’ Committee and
the FCR, pursuant to which, in exchange for the Rio Tinto/Zurich Contribution, the Rio
Tinto Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties
receive the benefit of the Channeling Injunction and other protections set forth herein and
in the Rio Tinto/Zurich Settlement Agreement.
1.1.211 “Rio Tinto/Zurich Settlement Agreement” means the Settlement

Agreement and Release among Rio Tinto, the Rio Tinto Captive Insurers, and Zurich, on
the one hand, and the Debtors, on the other hand, providing for, inter alia, the free and
clear sale, pursuant to section 363 of the Bankruptcy Code, of any and all rights and
interests of the Debtors in the Rio Tinto Captive Insurer Policies and the Zurich Policies,
in substantially the form attached as Exhibit C to the Plan.
1.1.212 “Rio Tinto/Zurich Trigger Date” means the date that the Tort
Claimants’ Committee or the Talc Personal Injury Trust provides Rio Tinto and/or Zurich
(as applicable) with notice of the occurrence of the later of (a) the Effective Date, or (b)
the date the Affirmation Order becomes a Final Order.
1.1.213 “Sale” means the sale of substantially all of the assets of the North
American Debtors to the Buyer pursuant to the Asset Purchase Agreement, as approved by
the Sale Order.
1.1.214 “Sale Closing Date” means the Closing Date (as defined in the Sale
Order) of the Sale.
1.1.215 “Sale Cure Notice” is defined in accordance with Section 5.3.2 of the
Plan.
1.1.216 “Sale Motion” means the Debtors’ Motion for Entry of Orders (I) (A)
Establishing Bidding Procedures, Assumption and Assignment Procedures, and Stalking
Horse Procedures for Sale of Substantially All Assets, (B) Scheduling Auction and Sale
Hearing, and (C) Approving Form and Manner of Notice Thereof, (II) Approving Sale of
Substantially All Assets Free and Clear of Liens, Claims, Encumbrances, and Other
Interests, (III) Authorizing Assumption and Assignment of Executory Contracts and
Unexpired Leases, and (IV) Granting Related Relief, filed on May 15, 2020.
1.1.217 “Sale Order” means the Order (I) Approving Sale of Substantially All of
the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances, and Other Interests,
(II) Authorizing Assumption and Assignment of Certain Executory Contracts and
Unexpired Leases in Connection Therewith and (III) Granting Related Relief [Docket No.
2539].
1.1.218 “Sale Proceeds” means the net proceeds from the Sale.
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1.1.219 “Schedules” means the schedules of assets and liabilities and the
statements of financial affairs of the North American Debtors as filed on the Docket in
accordance with section 521 of the Bankruptcy Code, as such schedules and statements
may be amended or supplemented from time to time.
1.1.220 “Seaton Settlement and Release Agreement” means the settlement and
release agreement by and between Freeport, on the one hand, and Seaton Insurance Co.,
f/k/a Unigard Security Insurance Co., f/k/a Unigard Mutual Insurance Co.), entered into in
2013.
1.1.221 “Section 105 Injunction” shall mean an injunction pursuant to section

105 of the Bankruptcy Code entered in the Chapter 11 Cases against the commencement
or continuation of talc-related litigation claims against Cyprus Mines and CAMC. The
Section 105 Injunction shall be effective on an interim basis and terminate, absent
extension by the Bankruptcy Court, if the Confirmation Order confirming the Plan, and
incorporating the Cyprus Settlement, is not entered by June 30, 2021. In the event the Plan
is approved by the Bankruptcy Court by June 30, 2021, the Section 105 Injunction shall
extend through at least September 30, 2021, subject to further extension by the Bankruptcy
Court.
1.1.222 “Secured Claim” means a Claim, other than a DIP Facility Claim, or any
portion thereof: (a) secured by a Lien on property in which a particular Estate has an
interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by
reason of a Final Order, to the extent of the value of the creditor’s interest in such Estate’s
interest in such property as determined pursuant to section 506(a) of the Bankruptcy Code,
(b) subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the
amount subject to setoff as determined pursuant to section 506(a) of the Bankruptcy Code,
or (c) Allowed as secured pursuant to the Plan or any Final Order as a secured Claim.
1.1.223 “Settled Talc Insurance Policy” means any Talc Insurance Policy that
is released pursuant to a Talc Insurance Settlement Agreement.
1.1.224 “Settling Talc Insurance Company” means, solely with respect to

Settled Talc Insurance Policies:
(a) the Zurich Protected Parties;
(b) the Rio Tinto Captive Insurers;
(c) the Cyprus Settling Talc Insurance Companies;
(d) prior to the Effective Date, any other Talc Insurance Company that
contributes funds, proceeds, or other consideration to or for the benefit of the Talc
Personal Injury Trust and is designated, with the consent of the Debtors, the Tort
Claimants’ Committee, and the FCR, in the Confirmation Order and/or the
Affirmation Order, to be a Settling Talc Insurance Company; and
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(e) following the Effective Date, each Talc Insurance Company that
contributes funds, proceeds, or other consideration to or for the benefit of the Talc
Personal Injury Trust and is designated as a Settling Talc Insurance Company by
the Talc Personal Injury Trust, the Talc Trust Advisory Committee, and the FCR;
provided, however, that any post-Effective Date addition to the list of Protected
Parties does not become effective until entry of a Final Order approving the
addition.
1.1.225 “Shared Talc Insurance Policy” means the Talc Insurance Policy issued
by XL Insurance Company Ltd. to the Imerys Non-Debtors and the Debtors, Policy No.
FR00003071LI13A, for the policy period of January 1, 2013 to December 31, 2014, and
the Talc Insurance Policies issued by XL Insurance America, Inc. to Imerys USA, Inc. for
the policy periods of January 1, 2011 through January 1, 2015, and any other insurance
policy currently or previously in effect at any time on or before the Effective Date naming
the Debtors (or any predecessor, subsidiary, or past or present Affiliate of the Debtors) as
an insured (whether as the primary or additional insured, or by virtue of being a subsidiary
to the named insured), or otherwise alleged to afford the Imerys Non-Debtors’ insurance
coverage, upon which any claim could have been, has been or may be made with respect
to any Talc Personal Injury Claim, except that such insurance policies will not include any
insurance policy that contains an exclusion expressly applicable to bodily injury arising in
whole or in part out of exposure to talc, or talc-containing dust that has caused or allegedly
caused ovarian cancer.
1.1.226 “Supplemental Settlement Injunction Order” means the injunction

described in Section 12.4 of the Plan.
1.1.227 “Talc In-Place Insurance Coverage” means all of the rights, benefits or
insurance coverage under any Talc Insurance Policy or any Talc Insurance CIP Agreement
that is not a Settled Talc Insurance Policy, including the right to payment or reimbursement
of liability, indemnity, or defense costs arising from or related to Talc Personal Injury
Claims or Talc Personal Injury Trust Expenses.
1.1.228 “Talc Insurance Action” means any claim, cause of action, or right of
the Debtors, or any one of them, under the laws of any jurisdiction, against any Talc
Insurance Company with respect to any Talc Personal Injury Claim, arising from or related
to: (a) any such Talc Insurance Company’s failure to provide coverage or otherwise pay
under Talc In-Place Insurance Coverage, (b) the refusal of any Talc Insurance Company to
compromise and settle any Talc Personal Injury Claim under or pursuant to any Talc
Insurance Policy, or Talc Insurance CIP Agreement, (c) the interpretation or enforcement
of the terms of any Talc Insurance Policy or Talc Insurance CIP Agreement with respect
to any Talc Personal Injury Claim, (d) any conduct by a Talc Insurance Company
constituting “bad faith,” conduct that could give rise to extra-contractual damages, or other
wrongful conduct under applicable law, or (e) any other claims under, arising out of or
relating to a Talc Insurance Policy, a Talc Insurance CIP Agreement, or Talc In-Place
Insurance Coverage, including, but not limited, to the lawsuit styled as Columbia Casualty
Company, et al. v. Cyprus Mines Corporation, et al., Case No. CGC-17-560919, Superior
Court of the State of California, County of San Francisco, and the lawsuit styled as Imerys
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US-DOCS\120811676.4
Talc America, Inc. et al. v. Cyprus Amax Minerals Company, et al., Adv. Pro. No. 19-
50115 (LSS), U.S. Bankruptcy Court for the District of Delaware.
1.1.229 “Talc Insurance Action Recoveries” means (a) Cash derived from and
paid pursuant to a Talc Insurance Settlement Agreement, (b) Cash derived from and paid
pursuant to a Talc Insurance CIP Agreement entered into after February 13, 2019,
attributable to any Talc Personal Injury Claim other than reimbursement for payments
made on account of Talc Personal Injury Claims prior to February 13, 2019, (c) the right
to receive proceeds of Talc In-Place Insurance Coverage (including any receivables), and
(d) the right to receive the proceeds or benefits of any Talc Insurance Action.
1.1.230 “Talc Insurance CIP Agreement” means (a) any settlement agreement
existing by and among any Talc Insurance Company and one or more of the Debtors, that
amends, modifies, replaces, or governs the rights and obligations of, and the coverage
afforded to, any or all of the Debtors under any Talc Insurance Policy, other than a Talc
Insurance Settlement Agreement, or (b) any settlement agreement with a Talc Insurance
Company relating to any Talc Personal Injury Claim entered into by the Debtors prior to
the Petition Date.
1.1.231 “Talc Insurance Company” means any insurance company, insurance

syndicate, coverholder, insurance broker or syndicate insurance broker, guaranty
association, or any other Entity that may have liability under a Talc Insurance Policy.
1.1.232 “Talc Insurance Policy” means any insurance policy currently or

previously in effect at any time on or before the Effective Date naming the Debtors (or any
predecessor, subsidiary, or past or present Affiliate of the Debtors) as an insured (whether
as the primary or additional insured, or by virtue of being a subsidiary to the named
insured), or otherwise alleged to afford the Debtors insurance coverage, upon which any
claim could have been, has been or may be made with respect to any Talc Personal Injury
Claim, including, but not limited to, the policies included in the Plan Supplement,
Schedule III, and Schedule VI. Notwithstanding the foregoing, Talc Insurance Policies
shall not include any policy providing reinsurance to any Settling Talc Insurance Company.
1.1.233 “Talc Insurance Settlement Agreement” means (a) the Rio

Tinto/Zurich Settlement Agreement and (b) any other settlement agreement entered into
after the Petition Date by and among (i) any Talc Insurance Company, on the one hand,
and (ii) one or more of the Debtors, and consented to by the Tort Claimants’ Committee
and the FCR, or the Talc Personal Injury Trust, on the other hand, in which a Talc Insurance
Policy and/or the Debtors’ rights thereunder with respect to Talc Personal Injury Claims
are released.
1.1.234 “Talc Insurer Coverage Defense” means all rights and defenses that any
Talc Insurance Company may have under any Talc Insurance Policy and applicable law
with respect to a claim seeking insurance coverage or to a Talc Insurance Action, but Talc
Insurer Coverage Defenses do not include any defense that the Plan or any of the other
Plan Documents do not comply with the Bankruptcy Code. Upon entry of the Confirmation
Order in the Chapter 11 Cases determining that the Bankruptcy Code authorizes the
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Assignment by preempting any terms or provisions of the Talc Insurance Policies that any
Talc Insurance Company asserts or may assert otherwise prohibits the Assignment, a Talc
Insurer Coverage Defense shall not include any defense that the Assignment is prohibited
by the Talc Insurance Policies or applicable non-bankruptcy law.
1.1.235 “Talc Personal Injury Claim” means any Claim and any Talc Personal
Injury Demand against one or more of the Debtors or any other Protected Party whether
known or unknown, including with respect to any manner of alleged bodily injury, death,
sickness, disease or alleged disease process, emotional distress, fear of cancer, medical
monitoring, or any other alleged personal injuries (whether physical, emotional or
otherwise), directly or indirectly arising out of or relating to the presence of or exposure to
talc or talc-containing products based on the alleged pre-Effective Date acts or omissions
of the Debtors or any other Entity for whose conduct the Debtors have or are alleged to
have liability (but only to the extent such Claim or Talc Personal Injury Demand directly
or indirectly arises out of or relates to the alleged pre-Effective Date acts or omissions of
the Debtors), including, without limitation any claims directly or indirectly arising out of
or relating to: (a) any products previously mined, processed, manufactured, sold (including,
without limitation, any Sale pursuant to the Sale Order) and/or distributed by the Debtors
or any other Entity for whose conduct the Debtors have or are alleged to have liability, but
in all cases only to the extent of the Debtors’ liability; (b) any materials present at any
premises owned, leased, occupied or operated by any Entity for whose products, acts,
omissions, business or operations the Debtors have, or are alleged to have, liability; or
(c) any talc in any way connected to the Debtors alleged to contain asbestos or other
constituent. Talc Personal Injury Claims include all such claims, whether: (1) in tort,
contract, warranty, restitution, conspiracy, contribution, indemnity, guarantee,
subrogation, or any other theory of law, equity or admiralty, whether brought, threatened
or pursued in any United States court or court anywhere in the world; (2) seeking
compensatory, special, economic, non-economic, punitive, exemplary, administrative or
any other costs, fees, injunctive or similar relief or any other measure of damages; (3)
seeking any legal, equitable or other relief of any kind whatsoever, including, for the
avoidance of doubt, any claims arising out of or relating to the presence of or exposure to
talc or talc-containing products assertable against one or more Debtors or any other
Protected Party; or (4) held by claimants residing within the United States or in a foreign
jurisdiction. Talc Personal Injury Claims also include any such claims that have been
resolved or are subject to resolution pursuant to any agreement, or any such claims that are
based on a judgment or verdict. Talc Personal Injury Claims do not include any claim by
any present or former employee of a predecessor or Affiliate of the Debtors for benefits
under a policy of workers’ compensation insurance or for benefits under any state or federal
workers’ compensation statute or other statute providing compensation to an employee
from an employer. For the avoidance of doubt, the term Talc Personal Injury Claim
includes, without limitation (i) all claims, debts, obligations, or liabilities for compensatory
damages (such as, without limitation, loss of consortium, medical monitoring, personal or
bodily injury, wrongful death, survivorship, proximate, consequential, general, and special
damages) and punitive damages; and (ii) Indirect Talc Personal Injury Claims.
Notwithstanding the foregoing, Talc Personal Injury Claims do not include any claim that
a Settling Talc Insurance Company may have against its reinsurers and/or retrocessionaires
in their capacities as such, and nothing in the Plan, the Plan Documents, or the
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US-DOCS\120811676.4
Confirmation Order shall impair or otherwise affect the ability of a Settling Talc Insurance
Company to assert any such claim against its reinsurers and/or retrocessionaires in their
capacities as such.
1.1.236 “Talc Personal Injury Demand” means a demand for payment, present
or future, against one or more of the Debtors or any other Protected Party that (A) falls
within the meaning of “demand” in section 524(g) of the Bankruptcy Code; (B) (i)
manifests after the Effective Date, (ii) arises out of the same or similar conduct or events
that gave rise to a Claim that is a Talc Personal Injury Claim, and (iii) is caused or allegedly
caused by any constituent other than asbestos; and/or (C) (i) was not a claim prior to the
Effective Date, (ii) arises out of the same or similar conduct or events that gave rise to a
Claim that is a Talc Personal Injury Claim, and (iii) is to be resolved pursuant to the terms
of the Talc Personal Injury Trust.
1.1.237 “Talc Personal Injury Trust” means the Ivory America Personal Injury
Trust established pursuant to the Talc Personal Injury Trust Agreement, which is a
“qualified settlement fund” within the meaning of Treasury Regulations issued under
Section 468B of the Internal Revenue Code.
1.1.238 “Talc Personal Injury Trust Agreement” means that certain trust
agreement, substantially in the form attached hereto as Exhibit B.
1.1.239 “Talc Personal Injury Trust Assets” means the following assets and
any income, profits, and proceeds derived from such assets subsequent to the transfer of
such assets to the Talc Personal Injury Trust: (a) the Imerys Settlement Funds; (b) the right
to receive the Rio Tinto/Zurich Contribution pursuant to the Rio Tinto/Zurich Settlement;
(c) the right to receive the Cyprus Contribution pursuant to the Cyprus Settlement, subject
to the terms of the Cyprus Settlement Agreement and conditioned upon occurrence of the
Cyprus Trigger Date; (d) all Cash held by the North American Debtors as of the Effective
Date, not including the Cash used to fund the Reserves; (e) all non-Cash assets included in
the Imerys Contribution, including the Contributed Indemnity and Insurance Interests; (f)
the Talc Personal Injury Trust Causes of Action and any and all proceeds thereof; (g) the
Talc Insurance Actions; (h) the Talc Insurance Action Recoveries; (i) the rights of the
Debtors with respect to Talc Insurance Policies, Talc Insurance CIP Agreements, Talc
Insurance Settlement Agreements, and Claims thereunder; (j) the Reorganized North
American Debtor Stock; (k) all Cash remaining in the Reserves, if any, to be distributed to
the Talc Personal Injury Trust in accordance with the Plan; (l) any and all other funds,
proceeds, or other consideration otherwise contributed to the Talc Personal Injury Trust
pursuant to the Plan and/or the Confirmation Order or other order of the Bankruptcy Court;
(m) the rights of the Debtors with respect to the J&J Indemnification Obligations; and (n)
the income or earnings realized or received in respect to items (a) to (m) above. The rights
of any Cyprus Protected Parties under the J&J Agreements, including any J&J
Indemnification Obligations, or under any Cyprus Talc Insurance Policy or with respect to
the Talc Insurance Actions, shall not constitute “Talc Personal Injury Trust Assets” for any
purpose until the occurrence of the Cyprus Trigger Date (and then as provided for under
the Cyprus Settlement). The allocation of the Cyprus Contribution among the Funds (as
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defined in the Trust Distribution Procedures) established pursuant to the Trust Distribution
Procedures is described in Section 10.10.9 of the Plan.
1.1.240 “Talc Personal Injury Trust Causes of Action” means, any Estate
Cause of Action, not otherwise expressly released pursuant to the Plan, attributable to:
(a) all defenses to any Talc Personal Injury Claim, including, but not limited to, all defenses
under section 502 of the Bankruptcy Code, (b) with respect to any Talc Personal Injury
Claim, all rights of setoff, recoupment, contribution, reimbursement, subrogation or
indemnity (as those terms are defined by the non-bankruptcy law of any relevant
jurisdiction) and any other indirect claim of any kind whatsoever, whenever and wherever
arising or asserted, (c) any other claims or rights with respect to Talc Personal Injury
Claims that the Debtors would have had under applicable law if the Chapter 11 Cases had
not occurred and the holder of such Talc Personal Injury Claim had asserted it by initiating
civil litigation against any such Debtor, and (d) any claim, cause of action, or right of the
Debtors or any one of them, under the laws of any jurisdiction, for reimbursement,
indemnity, contribution, breach of contract, or otherwise arising from or relating to any
payments made by the Debtors on account of Talc Personal Injury Claims prior to the
Petition Date.
1.1.241 “Talc Personal Injury Trust Documents” means the Talc Personal
Injury Trust Agreement, the Trust Distribution Procedures, the Cooperation Agreement,
and all other agreements, instruments, and documents governing the establishment,
administration, and operation of the Talc Personal Injury Trust, which shall be substantially
in the form set forth as exhibits hereto or in the Plan Supplement, as they may be amended
or modified from time to time in accordance with their terms and the Plan. The Plan
Proponents shall have consent rights over the Cooperation Agreement. With respect to the
Talc Personal Injury Trust Agreement and the Trust Distribution Procedures, (i) prior to
the Effective Date, the Debtors and Imerys S.A. shall have consultation rights as to the
form and substance of such documents, (ii) prior to the Cyprus Trigger Date, Cyprus shall
have consultation rights with respect to any provisions that are material to the rights of
Cyprus thereunder, and (iii) after the Effective Date, the Plan Proponents and Cyprus shall
have consent rights over modifications to such documents to the extent such modifications
will materially impact the scope and the terms of the releases and injunctions included in
Article XII of the Plan.
1.1.242 “Talc Personal Injury Trust Expenses” means any liabilities, costs, or
expenses of, or imposed upon, or in respect of, the Talc Personal Injury Trust once
established (except for payments to holders of Talc Personal Injury Claims on account of
such Claims). Talc Personal Injury Trust Expenses shall also expressly include (a) any and
all liabilities, costs, and expenses incurred subsequent to the Effective Date in connection
with the Talc Personal Injury Trust Assets (including, without limitation, the prosecution
of any Talc Personal Injury Trust Causes of Action and Talc Insurance Actions), in each
case whether or not any such action results in a recovery for the Talc Personal Injury Trust
and (b) the reasonable documented costs and expenses incurred by the Reorganized
Debtors in taking any action on behalf of or at the direction of the Talc Personal Injury
Trust, if any, including, without limitation, any costs and expenses incurred by the
Reorganized Debtors in being named as a defendant in any Talc Insurance Action.
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1.1.243 “Talc PI Note” means that certain note to be issued by Imerys S.A. and
guaranteed by ITI in favor of the Talc Personal Injury Trust in the amount of $500,000.00.
1.1.244 “Talc PI Pledge Agreement” means the Pledge Agreement to be issued

by Mircal Italia pursuant to which the Talc Personal Injury Trust will be granted an
Encumbrance entitling the Talc Personal Injury Trust to fifty-one percent (51%) of the
common stock of ITI in the event of default under the Talc PI Note.
1.1.245 “Talc Trust Advisory Committee” means the committee appointed and
serving in accordance with Section 4.4 of the Plan, and having the powers, duties and
obligations set forth in the Talc Personal Injury Trust Agreement.
1.1.246 “Talc Trust Advisory Committee Member” means any member of the
Talc Trust Advisory Committee.
1.1.247 “Talc Trust Contribution” is defined in accordance with

1.1.248 “Talc Trustee” means an individual appointed by the Bankruptcy Court

to serve as a trustee of the Talc Personal Injury Trust pursuant to the terms of the Plan and
the Talc Personal Injury Trust Agreement or who subsequently may be appointed pursuant
to the terms of the Talc Personal Injury Trust Agreement.
1.1.249 “Tort Claimants’ Committee” means the official committee of tort

claimants in the Debtors’ Chapter 11 Cases appointed by the United States Trustee, as such
committee is reconstituted from time to time.
1.1.250 “Trust Distribution Procedures” means the Talc Personal Injury Trust
Distribution Procedures, substantially in the form attached hereto as Exhibit A.
1.1.251 “Unexpired Lease” means a lease to which one or more of the Debtors
is a party that is subject to assumption or rejection under section 365 of the Bankruptcy
Code.
1.1.252 “Unimpaired” means a Claim or Equity Interest, or a Class of Claims or

Equity Interests, that is not Impaired under the Plan.
1.1.253 “United States Trustee” means the United States Trustee appointed
under section 581 of title 28 of the United States Code to serve in the District of Delaware.
1.1.254 “Unsecured Claim” means a Claim against one or more of the Debtors
that is not an Administrative Claim, a Priority Non-Tax Claim, a Priority Tax Claim, a
Secured Claim, a Talc Personal Injury Claim, or an Intercompany Claim.
1.1.255 “Unsecured Claim Contribution” is defined in accordance with

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1.1.256 “Voting Procedures” means those certain procedures and supplemental

procedures approved by the Bankruptcy Court for soliciting and tabulating the votes to
accept or reject the Plan cast by holders of Claims against and Equity Interests in the
Debtors entitled to vote on the Plan.
1.1.257 “Voting Procedures Order” means, the order entered by the Bankruptcy
Court, which, among other things, (i) fixes Talc Personal Injury Claims in the amounts
designated in the Trust Distribution Procedures, solely for voting purposes and not for
allowance or distribution purposes, and (ii) approves the Voting Procedures.
1.1.258 “Zurich” means Zurich American Insurance Company, in its own

capacity and as successor-in-interest to Zurich Insurance Company, U.S. Branch.
1.1.259 “Zurich Cash Contribution” means $260 million, which Zurich will
contribute, or cause to be contributed, to the Talc Personal Injury Trust.
1.1.260 “Zurich Corporate Parties” means Zurich and all Persons listed on
Schedule V hereto, and the future successors and assigns of such Persons, solely in their
capacity as such. Schedule V is an exclusive list and does not include, among others, the
Debtors, the Imerys Protected Parties, the Cyprus Protected Parties, and J&J.
1.1.261 “Zurich Policies” means any and all Talc Insurance Policies issued by
the Zurich Corporate Parties, including the Talc Insurance Policies listed on Schedule VI.
For the avoidance of doubt, the Zurich Policies shall not include any policy to the extent
such policy provides reinsurance to any Rio Tinto Captive Insurer.
1.1.262 “Zurich Protected Parties” means (a) the Zurich Corporate Parties;
(b) direct or indirect shareholders of Zurich; (c) current and former officers, directors,
principals, members, partners, managers, employees, agents, advisory board members,
financial advisors, attorneys, accountants, investment bankers, insurers, consultants,
representatives, experts, and other professionals of the Zurich Corporate Parties; and
(d) with respect to each of the foregoing Persons in clauses (b) and (c), each such Persons’
respective heirs, executors, estates, and nominees, as applicable and, as to each Person
listed in clauses (a), (b), (c), and (d), solely in their capacity as such. For the avoidance of
doubt, the Zurich Protected Parties exclude the Debtors, the Imerys Protected Parties, the
Cyprus Protected Parties, and J&J.
1.2 Interpretation; Application of Definitions; Rules of Construction; and Computation

of Time. The headings in the Plan are for convenience of reference only and shall not limit or
otherwise affect the provisions hereof. Wherever from the context it appears appropriate, each
term stated in either the singular or the plural will include both the singular and the plural, and
pronouns stated in the masculine, feminine, or neuter gender will include the masculine, feminine,
and neuter. Unless otherwise specified, all Article, Section, Schedule, or Exhibit references in the
Plan are to the respective article or section of, or schedule or exhibit to, the Plan. The words
“herein,” “hereof,” “hereto,” “hereunder,” and other words of similar meaning refer to the Plan as
a whole and not to any particular section, subsection, or clause contained in the Plan. The rules of
construction contained in section 102 of the Bankruptcy Code will apply to the construction of the
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Plan. Unless otherwise stated herein, all references to dollars mean United States dollars. In
computing any period of time prescribed or allowed by the Plan, unless otherwise expressly
provided, the provisions of Bankruptcy Rule 9006(a) will apply. The words “including” or
“includes” shall be without limitation.
1.3 Exhibits. All exhibits and schedules to the Plan, to the extent not annexed hereto
and any agreements referred to herein and therein will be available for review following their filing
with the Bankruptcy Court on (a) the Court’s website: www.deb.uscourts.gov, and (b) the website
maintained by the Debtors’ Claims Agent at https://primeclerk.com/imerystalc.
1.4 Ancillary Documents. Each of the schedules and exhibits to the Plan (whether
annexed hereto or included in the Plan Supplement), the Disclosure Statement and supplements
thereto, and the schedules and exhibits to the Disclosure Statement and the supplements thereto
are an integral part of the Plan, and are hereby incorporated by reference and made a part of the
Plan, including, without limitation, the Talc Personal Injury Trust Agreement, the Trust
Distribution Procedures, the Cooperation Agreement, the Amended Charter Documents, and the
other Plan Documents.
ARTICLE II
TREATMENT OF ADMINISTRATIVE CLAIMS, FEE CLAIMS, DIP FACILITY
CLAIMS, AND PRIORITY TAX CLAIMS
2.1 Administrative Claims.
2.1.1 Allowed Administrative Claims. Holders of Allowed Administrative

Claims (other than Fee Claims, which are governed by Section 2.3 of the Plan) shall receive
Cash equal to the unpaid portion of such Allowed Administrative Claims on the
Distribution Date, in full satisfaction, settlement, release, and discharge of and in exchange
for such Claims, or such amounts and on such other terms as may be agreed to by the
holders of such Claims and the Debtors or the Reorganized Debtors, as the case may be;
provided, however, that Allowed Administrative Claims representing liabilities incurred
on or after the Petition Date in the ordinary course of business by any of the Debtors shall
be paid by the Debtors or the Reorganized Debtors, as the case may be, in accordance with
the terms and conditions of the particular transactions relating to such liabilities and any
agreements relating thereto. All Allowed Administrative Claims (other than Fee Claims)
shall be paid from funds held in the Administrative Claim Reserve, which shall be funded
from Cash on hand, the Sale Proceeds, and/or the Imerys Cash Contribution (excluding the
Unsecured Claim Contribution). The Reorganized Debtors will be entitled to transfer
excess funds from the Fee Claim Reserve (after all Allowed Fee Claims have been satisfied
in full) and the Reorganized North American Debtor Cash Reserve (excluding all funds
attributable to the Unsecured Claim Contribution) to the Administrative Claim Reserve as
they deem necessary or appropriate, on notice to the FCR and the Tort Claimants’
Committee, to enable them to satisfy their obligations herein.
2.1.2 Administrative Claims Bar Date. Except as otherwise provided in this

Article II, requests for payment of Administrative Claims (other than Fee Claims and
Claims against the North American Debtors arising under section 503(b)(9) of the
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Bankruptcy Code), 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 sixty (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 the Administrative Claims Bar Date shall be forever barred,
estopped, and enjoined from asserting such Administrative Claims against, as applicable,
the Debtors or the 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, as
applicable, no later than ninety (90) days after the Effective Date, unless otherwise
authorized by the Bankruptcy Rules or Bankruptcy Court. 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 the Plan. For the avoidance of doubt and in accordance
with, and furtherance of, the terms of the ITC Stipulated Order, any ITC Stipulated Claim
shall be (i) automatically disallowed upon entry of the Confirmation Order and (ii) deemed
discharged upon the Effective Date, without any further action required.
2.1.3 Disputed Administrative Claims. If a Disputed Administrative Claim is

thereafter Allowed in whole or in part, the Disbursing Agent shall (at such time as
determined to be practicable by the Reorganized Debtors) distribute from the
Administrative Claim Reserve, to the holder of such Administrative Claim, the Cash that
such holder would have received on account of such Claim if such Administrative Claim
had been an Allowed Administrative Claim on the Effective Date. When (i) all Disputed
Administrative Claims against the Reorganized Debtors have been resolved and
(ii) Distributions required to be made by the Reorganized Debtors pursuant to this
Section 2.1 and Section 2.3 have been made, all Cash remaining in the Administrative
Claim Reserve shall be disbursed to the Talc Personal Injury Trust.
2.2 Allowed Priority Tax Claims. On the Distribution Date, holders of Allowed
Priority Tax Claims shall receive Cash equal to the amount of such Allowed Priority Tax Claims,
in full satisfaction, settlement, release, and discharge of and in exchange for such Claims unless
the holder of such claim agrees to an alternative treatment.
2.3 Fee Claims.
2.3.1 All final fee requests for compensation or reimbursement of Fee Claims
pursuant to sections 327, 328, 329, 330, 331, 503(b), or 1103 of the Bankruptcy Code for
services rendered to the Debtors, the Tort Claimants’ Committee, or the FCR, all Fee
Claims of members of the Tort Claimants’ Committee for reimbursement of expenses, and
all requests or Claims under section 503(b)(4) of the Bankruptcy Code, must be filed and
served on the Reorganized Debtors and other parties required to be served by the
Compensation Procedures Order by no later than forty-five (45) days after the Effective
Date, unless otherwise ordered by the Bankruptcy Court. Any objections to a final Fee
Claim or any requests or claims under section 503(b)(4) of the Bankruptcy Code must be
filed by no later than twenty (20) days after the filing of such Claim. The terms of the
Compensation Procedures Order shall govern the allowance and payment of any final Fee
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Claims submitted in accordance with this Section 2.3 of the Plan. The Fee Examiner
appointed under the Fee Examiner Order shall continue to act in this appointed capacity
unless and until all final Fee Claims have been approved by order of the Bankruptcy Court,
and the Reorganized Debtors shall be responsible to pay the fees and expenses incurred by
the Fee Examiner in rendering services after the Effective Date.
2.3.2 The amount of the Fee Claims owing to the Professionals on and after the
Effective Date shall be paid in Cash to such Professionals from funds held in the Fee Claim
Reserve, which shall be funded from Cash on hand, the Sale Proceeds, and/or the Imerys
Cash Contribution (excluding the Unsecured Claim Contribution), as soon as reasonably
practicable after such Claims are Allowed by a Bankruptcy Court order. The Reorganized
Debtors will be entitled to transfer excess funds from the Administrative Claim Reserve
(after all Allowed Administrative Claims have been satisfied in full) and the Reorganized
North American Debtor Cash Reserve (excluding all funds attributable to the Unsecured
Claim Contribution) to the Fee Claim Reserve as they deem necessary or appropriate, on
notice to the FCR and the Tort Claimants’ Committee, to enable them to satisfy their
obligations herein. When all Allowed Fee Claims and Allowed Administrative Claims
have been paid in full, amounts remaining in the Fee Claim Reserve, if any, shall revert to
2.4 DIP Facility Claims. On or prior to the Effective Date, in full satisfaction,
settlement, discharge, and release of, and in exchange for the DIP Facility Claims, all amounts
payable by the Debtors under the DIP Facility shall be satisfied in full consistent with the DIP
Loan Documents and the DIP Order; provided that this Section 2.4 only applies to the extent DIP
Loans are made to the Debtors on or prior to the Effective Date.
ARTICLE III
TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS
3.1 Grouping of the Debtors for Convenience. The Plan groups the Debtors together
solely for the purposes of describing treatment under the Plan, Confirmation of the Plan, and
making Distributions. Unless set forth in the Plan, this grouping shall not affect any Debtor’s
status as a separate legal entity, change the organizational structure of the Debtors’ business
enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or
consolidation of any legal entities, or cause the transfer of any assets. The Plan is not premised
upon and shall not cause the substantive consolidation of the Debtors, and, except as otherwise
provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal
entities.
3.2 Claims and Equity Interests Classified. For purposes of organization, voting, and
all Plan confirmation matters, and except as otherwise provided herein, all Claims (other than
Administrative Claims, Fee Claims, DIP Facility Claims, and Priority Tax Claims) against and
Equity Interests in the Debtors are classified as set forth in this Article III of the Plan. In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax
Claims, Fee Claims, and DIP Facility Claims described in Article II of the Plan, have not been
classified and are excluded from the following Classes. A Claim or Equity Interest is classified in
a particular Class only to the extent that the Claim or Equity Interest falls within the description of
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US-DOCS\120811676.4
such Class, and is classified in another Class or Classes to the extent that any remainder of the
Claim or Equity Interest falls within the description of such other Class or Classes.
Notwithstanding anything to the contrary contained in the Plan, no Distribution shall be made on
account of any Claim that is not an Allowed Claim for distribution purposes.
3.3 Treatment and Classification of Claims and Equity Interests. For purposes of all
Plan confirmation matters, including, without limitation, voting on, Confirmation of, and
Distributions under, the Plan, and except as otherwise provided herein, all Claims against (other
than Administrative Claims, Fee Claims, DIP Facility Claims, and Priority Tax Claims, which are
not classified) and Equity Interests in the Debtors shall be classified and treated in the manner set
forth below. Capitalized terms used in this Section 3.3 and not otherwise defined in the Plan shall
have the meaning ascribed to them in the Trust Distribution Procedures.
Class Designation Treatment Entitlement to Vote Estimated Recovery
Priority Non- Not Entitled to Vote

1 Unimpaired 100%
Tax Claims (Presumed to Accept)
Secured Not Entitled to Vote 100%

2 Unimpaired
Claims (Presumed to Accept)
Unsecured
Claims against
Not Entitled to Vote
3a the North Unimpaired 100%
(Presumed to Accept)
American
Debtors
Unsecured
3b Claims against Unimpaired 100%
ITI
The Initial Payment Percentages are

estimated in the following ranges:
(1) Fund A (Ovarian Cancer A
Claimants): 0.40% to 2.34%;
(2) Fund B (Mesothelioma Claimants):
3.70% to 6.24%; and
Talc Personal
4 Impaired Entitled to Vote (3) Fund C (Ovarian Cancer B – D
Injury Claims
Claimants): 0.30% to 1.48%.
____________________
The Trust Distribution Procedures
include provisions that would permit a
subsequent modification of Payment
Percentages on a Claim category by
Claim category basis.
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Class Designation Treatment Entitlement to Vote Estimated Recovery
Non-Debtor
5a Intercompany Impaired 0%
Claims
Debtor
5b Intercompany Unimpaired 100%
Claims
Equity
Interests in the
6 North Impaired Cancelled
American
Debtors
Equity Not Entitled to Vote

7 Unimpaired Reinstated
Interests in ITI (Presumed to Accept)
3.3.1 Class 1 – Priority Non-Tax Claims
(a) Classification: Class 1 consists of all Priority Non-Tax Claims

against the Debtors.
(b) Treatment: On the Distribution Date, each holder of an Allowed

Class 1 Priority Non-Tax Claim shall receive Cash equal to the Allowed Amount of such
Priority Non-Tax Claim.
(c) Voting: Class 1 is Unimpaired and each holder of an Allowed Claim

in Class 1 is presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy
Code. Each holder of an Allowed Claim in Class 1 is not entitled to vote to accept or reject
the Plan.
3.3.2 Class 2 – Secured Claims
(a) Classification: Class 2 consists of all Secured Claims against the

Debtors.
(b) Treatment: All Allowed Secured Claims in Class 2 will be treated

pursuant to one of the following alternatives on the Distribution Date: (i) payment in full
in Cash in accordance with section 506(a) of the Bankruptcy Code; (ii) reinstatement
pursuant to section 1124 of the Bankruptcy Code; (iii) such other treatment as the Debtor
and the holder shall agree; or (iv) such other treatment as may be necessary to render such
Claim Unimpaired.
(c) Voting: Class 2 is Unimpaired and each holder of an Allowed Claim

in Class 2 is presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy
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Code. Each holder of an Allowed Claim in Class 2 is not entitled to vote to accept or reject
the Plan.
3.3.3 Class 3a – Unsecured Claims against the North American Debtors
(a) Classification: Class 3a consists of all Unsecured Claims against the

North American Debtors.
(b) Treatment: Each holder of an Allowed Unsecured Claim against the

North American Debtors shall be paid the Allowed Amount of its Unsecured Claim on the
Distribution Date. Such payment shall be (i) in full, in Cash, plus post-petition interest at
the federal judgment rate in effect on the Petition Date, or (ii) upon such other less
favorable terms as may be mutually agreed upon between the holder of such Unsecured
Claim and the applicable North American Debtor or Reorganized North American Debtor.
(c) Voting: Class 3a is Unimpaired and each holder of an Allowed

Claim in Class 3a is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 3a is not entitled to vote to
accept or reject the Plan.
3.3.4 Class 3b – Unsecured Claims against ITI
(a) Classification: Class 3b consists of all Unsecured Claims against

ITI.
(b) Treatment: The legal, equitable, and contractual rights of the holders
of Unsecured Claims against ITI are unaltered by the Plan. Except to the extent that a
holder of an Unsecured Claim against ITI agrees to a different treatment, on and after the
Effective Date, Reorganized ITI will continue to pay or dispute each Unsecured Claim in
the ordinary course of business in accordance with applicable law.
(c) Voting: Class 3b is Unimpaired and each holder of an Allowed

Claim in Class 3b is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Claim in Class 3b is not entitled to vote to
accept or reject the Plan.
3.3.5 Class 4 – Talc Personal Injury Claims
(a) Classification: Class 4 consists of all Talc Personal Injury Claims.

For the avoidance of doubt, Class 4 consists of Direct Talc Personal Injury Claims and
Indirect Talc Personal Injury Claims.
(b) Treatment: On the Effective Date, liability for all Talc Personal
Injury Claims shall be channeled to and assumed by the Talc Personal Injury Trust without
further act or deed and shall be resolved in accordance with the Trust Distribution
Procedures. Pursuant to the Plan and Trust Distribution Procedures, each holder of a Talc
Personal Injury Claim shall have its Claim permanently channeled to the Talc Personal
Injury Trust, and such Claim shall thereafter be resolved in accordance with the Trust
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Distribution Procedures. Foreign Claims are a subset of Talc Personal Injury Claims that
will be channeled to and assumed by the Talc Personal Injury Trust and subject to the
Channeling Injunction; however, the Trust Distribution Procedures provide that Foreign
Claims will not receive any distributions from the Talc Personal Injury Trust.
(c) Voting: Class 4 is Impaired and each holder of an Allowed Claim

in Class 4 is entitled to vote to accept or reject the Plan.
3.3.6 Class 5a – Non-Debtor Intercompany Claims
(a) Classification: Class 5a consists of all Non-Debtor Intercompany

Claims.
(b) Treatment: On or after the Effective Date, all Non-Debtor

Intercompany Claims shall be canceled, discharged, or eliminated.
(c) Voting: Class 5a is Impaired. Each holder of an Allowed Claim in

Class 5a has consented to its treatment under the Plan as a Plan Proponent and is therefore
presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code. Each
holder of an Allowed Claim in Class 5a is not entitled to accept or reject the Plan.
3.3.7 Class 5b – Debtor Intercompany Claims
(a) Classification: Class 5b consists of all Debtor Intercompany Claims.
(b) Treatment: At the election of the applicable Debtor, each Debtor

Intercompany Claim shall (i) be reinstated, (ii) remain in place, and/or (iii) with respect to
certain Debtor Intercompany Claims in respect of goods, services, interest, and other
amounts that would have been satisfied in Cash directly or indirectly in the ordinary course
of business had they not been outstanding as of the Petition Date, be settled in Cash.
(c) Voting: Class 5b is Unimpaired and each holder of an Allowed

Claim in Class 5b is conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Each holder of a Claim in Class 5b is not entitled
to accept or reject the Plan.
3.3.8 Class 6 – Equity Interests in the North American Debtors
(a) Classification: Class 6 consists of all Equity Interests in the North

American Debtors.
(b) Treatment: On the Effective Date, all Equity Interests in the North
American Debtors shall be canceled, annulled, and extinguished.
(c) Voting: Class 6 is Impaired. Each holder of an Allowed Class 6

Equity Interest has consented to its treatment under the Plan as a Plan Proponent and is
therefore presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code.
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Each holder of an Allowed Equity Interest in Class 6 is not entitled to vote to accept or
reject the Plan.
3.3.9 Class 7 – Equity Interests in ITI
(a) Classification: Class 7 consists of all Equity Interests in ITI.
(b) Treatment: On the Effective Date, all Equity Interests in ITI shall be
reinstated and the legal, equitable, and contractual rights to which holders of Equity
Interests in ITI are entitled shall remain unaltered to the extent necessary to implement the
Plan.
(c) Voting: Class 7 is Unimpaired and each holder of an Allowed Class

7 Equity Interest is presumed to accept the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Each holder of an Allowed Equity Interest in Class 7 is not entitled to
vote to accept or reject the Plan.
3.4 Debtors’ Rights with Respect to Unimpaired Claims. Except as otherwise provided
in the Plan, nothing under the Plan shall affect the rights of the Debtors or the Reorganized Debtors
with respect to any Unimpaired Claims, including all rights with respect to legal and equitable
defenses to, or setoffs or recoupments against, any such Unimpaired Claims.
ARTICLE IV
THE TALC PERSONAL INJURY TRUST
4.1 Establishment of the Talc Personal Injury Trust. On the Effective Date, the Talc
Personal Injury Trust shall be created in accordance with the Plan Documents. The Talc Personal
Injury Trust shall be a “qualified settlement fund” within the meaning of the Treasury Regulations
issued under Section 468B of the Tax Code.
4.2 Purpose and Trust Distribution Procedures.
4.2.1 The purposes of the Talc Personal Injury Trust shall be to assume all Talc
Personal Injury Claims and to use the Talc Personal Injury Trust Assets and, among other
things: (a) to preserve, hold, manage, and maximize the assets of the Talc Personal Injury
Trust; and (b) to direct the processing, liquidation, and payment of all compensable Talc
Personal Injury Claims in accordance with the Talc Personal Injury Trust Documents. The
Talc Personal Injury Trust will resolve Talc Personal Injury Claims in accordance with the
Talc Personal Injury Trust Documents in such a way that holders of Talc Personal Injury
Claims are treated fairly, equitably, and reasonably in light of the finite assets available to
satisfy such claims, and otherwise comply in all respects with the requirements of
section 524(g)(2)(B)(i) of the Bankruptcy Code.
4.2.2 In the event of a conflict between the terms or provisions of the Plan and
the Talc Personal Injury Trust Documents, the terms of the Plan shall control.
4.3 Selection of the Initial Talc Trustees. There shall be three initial Talc Trustees.
The initial Talc Trustees of the Talc Personal Injury Trust shall be the persons identified in the
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US-DOCS\120811676.4
Plan Supplement. All successor Talc Trustees shall be appointed in accordance with the terms of
the Talc Personal Injury Trust Agreement. For purposes of performing their duties and fulfilling
their obligations under the Talc Personal Injury Trust Agreement and the Plan, each Talc Trustee
shall be deemed to be (and the Confirmation Order shall provide that it is) a “party in interest”
within the meaning of section 1109(b) of the Bankruptcy Code. The Tort Claimants’ Committee
and the FCR shall jointly select the initial Talc Trustees.
4.4 Advising the Talc Personal Injury Trust.
4.4.1 The Talc Trust Advisory Committee. The Talc Trust Advisory
Committee shall be established pursuant to the Talc Personal Injury Trust Agreement. The
initial Talc Trust Advisory Committee shall be composed of the members of the Tort
Claimants’ Committee and shall have the functions, duties, and rights provided in the Talc
Personal Injury Trust Agreement. Specifically, the initial members of the Talc Trust
Advisory Committee shall include: (i) Robin Alander; (ii) Nolan Zimmerman, as
representative of the estate of Donna M. Arvelo; (iii) Christine Birch; (iv) Bessie Dorsey-
Davis; (v) Lloyd Fadem, as representative of the estate of Margaret Ferrell; (vi) Timothy
R. Faltus, as representative of the estate of Shari C. Faltus; (vii) Deborah Giannecchini;
(viii) Kayla Martinez; (ix) David A. Martz, as representative of the estate of Lynne Martz;
(x) Gregory W. Vella, as representative of the estate of Nicole Matteo; and (xi) Charvette
Monroe, as representative of the estate of Margie Evans. Each of the members of the Talc
Trust Advisory Committee shall serve in accordance with the terms and conditions
contained in the Talc Personal Injury Trust Agreement. To the extent any member of the
Tort Claimants’ Committee is replaced by the United States Trustee prior to the Effective
Date, such replacement member shall serve on the Talc Trust Advisory Committee in the
place of the replaced member.
4.4.2 Successor Talc Trust Advisory Committee Members. Successor Talc

Trust Advisory Committee Members shall be appointed pursuant to the terms of the Talc
Personal Injury Trust Agreement.
4.4.3 FCR. From and after the Effective Date, the FCR shall continue to serve
in that capacity as an advisor to the Talc Personal Injury Trust and shall have the functions,
duties and rights provided in the Talc Personal Injury Trust Agreement. Any expenses
incurred by the FCR in this capacity shall constitute Talc Personal Injury Trust Expenses.
4.5 Transfer of Claims and Demands to the Talc Personal Injury Trust.
4.5.1 On the Effective Date or as otherwise provided herein, and without

further action of any Entity, the Talc Personal Injury Trust shall assume the liabilities,
obligations, and responsibilities of the Debtors, the Imerys Protected Parties, the Rio Tinto
Protected Parties, and the Cyprus Protected Parties for all Talc Personal Injury Claims,
financial or otherwise, including, but not limited to, Indirect Talc Personal Injury Claims.
This assumption shall not affect (i) the application of the Discharge Injunction and the
Channeling Injunction to the Debtors; (ii) any Talc Insurance Company’s obligation under
any Talc Insurance Policy; or (iii) the J&J Indemnification Obligations.
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4.5.2 Except as otherwise expressly provided in the Plan, the Talc Personal
Injury Trust Agreement, or the Trust Distribution Procedures, the Talc Personal Injury
Trust shall have control over the Talc Personal Injury Trust Causes of Action and the Talc
Insurance Actions, and the Talc Personal Injury Trust shall thereby become the estate
representative pursuant to section 1123(b)(3)(B) of the Bankruptcy Code with the
exclusive right to enforce each of the Talc Personal Injury Trust Causes of Action and Talc
Insurance Actions, and the proceeds of the recoveries on any of the Talc Personal Injury
Trust Causes of Action or the Talc Insurance Actions shall be deposited in and become the
property of the Talc Personal Injury Trust and the Talc Personal Injury Trust shall have the
right to enforce the Plan and any of the other Plan Documents (including, but not limited
to, the Cooperation Agreement) according to their respective terms, including the right to
receive the Talc Personal Injury Trust Assets as provided in the Plan; provided, however,
(a) the Talc Personal Injury Trust shall have no other rights against the Reorganized
Debtors or the Protected Parties except to enforce the Plan and any of the other Plan
Documents; (b) the Talc Personal Injury Trust Causes of Action and the Talc Insurance
Actions shall not include any of the Talc Insurer Coverage Defenses; (c) the Talc Personal
Injury Trust Causes of Action and the Talc Insurance Actions shall not include any claims
fully and finally released, compromised, or settled pursuant to the Plan; (d) the Talc
Personal Injury Trust shall comply with the Cyprus Insurance Protocol; and (e) for the
avoidance of doubt, the Talc Personal Injury Trust Causes of Action and the Talc Insurance
Actions do not include any rights of the Debtors, the Reorganized Debtors, or the other
Protected Parties arising under the Channeling Injunction or any of the other injunctions,
releases, or the discharge granted under the Plan and the Confirmation Order.
4.6 Transfer of Talc Personal Injury Trust Assets to the Talc Personal Injury Trust.
4.6.1 Transfers on the Effective Date. On the Effective Date, subject to

Sections 4.6.2 and 4.6.3, all right, title, and interest in and to the Talc Personal Injury Trust
Assets (including the Sale Proceeds) and any proceeds thereof shall be automatically, and
without further act or deed, transferred to, vested in, and assumed by the Talc Personal
Injury Trust free and clear of all Claims, Equity Interests, Encumbrances, and other
interests of any Entity, subject to the Channeling Injunction and other provisions of the
Plan. On the Effective Date, (i) Imerys S.A. and ITI shall issue and deliver the Talc PI
Note to the Talc Personal Injury Trust and (ii) Mircal Italia shall execute the Talc PI Pledge
Agreement, such that the Talc Personal Injury Trust shall be the sole holder of the Talc PI
Note.
4.6.2 Transfers After the Effective Date. To the extent any of the Talc Personal
Injury Trust Assets are not transferred to the Talc Personal Injury Trust by operation of law
on the Effective Date pursuant to the Plan, then when such assets accrue or become
transferable subsequent to the Effective Date, they shall automatically and immediately
transfer to the Talc Personal Injury Trust. To the extent that action of the Reorganized
Debtors is required to effectuate such transfer, the Reorganized Debtors shall promptly
transfer, assign, and contribute, such remaining Talc Personal Injury Trust Assets to the
Talc Personal Injury Trust. In the event the Reorganized Debtors breach any obligation
contained in this Section, the Talc Personal Injury Trust will have no adequate remedy at
law and shall be entitled to preliminary and permanent declaratory and injunctive relief.
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4.6.3 Cyprus Contribution. Notwithstanding anything contained herein or

otherwise, the Cyprus Contribution shall be made in accordance with Section 10.10.5
hereof and no portion thereof shall be required to be contributed prior to the Cyprus Trigger
Date.
4.6.4 Cyprus Talc Insurance Policies. The Talc Personal Injury Trust shall
assume all present and future obligations associated with recovering proceeds under the
Cyprus Talc Insurance Policies. Solely to the extent that the Talc Personal Injury Trust
asserts any claim as assignee of a Cyprus Protected Party bound by the PDC Agreement,
the Talc Personal Injury Trust shall abide by the terms of the PDC Agreement. For the
avoidance of doubt, other than as set forth in this provision or otherwise stated in the Plan
or the Cyprus Settlement Agreement, the Talc Personal Injury Trust is not assuming any
obligations undertaken by any Cyprus Protected Party in any settlement agreement or other
contract compromising or releasing any rights under any Cyprus Talc Insurance Policy.
4.7 Talc Personal Injury Trust Expenses. The Talc Personal Injury Trust shall pay all
Talc Personal Injury Trust Expenses from the Talc Personal Injury Trust Assets, including
proceeds of applicable Talc Insurance Policies. The Talc Personal Injury Trust shall bear sole
responsibility with respect to the payment of the Talc Personal Injury Trust Expenses.
Additionally, the Talc Personal Injury Trust shall promptly pay all reasonable and documented
Talc Personal Injury Trust Expenses incurred by the Reorganized Debtors for any and all liabilities,
costs or expenses as a result of taking action on behalf of or at the direction of the Talc Personal
Injury Trust.
4.8 Excess Talc Personal Injury Trust Assets. To the extent there are any Talc Personal
Injury Trust Assets remaining at such time as the Talc Personal Injury Trust is dissolved, such
excess Talc Personal Injury Trust Assets shall be transferred to a charity or charities for such
charitable purposes as the Talc Trustees, in their reasonable discretion, shall determine.
4.9 Dissolution of the Talc Personal Injury Trust. The Talc Personal Injury Trust shall
be dissolved upon satisfaction of the purposes of the Talc Personal Injury Trust pursuant to the
Talc Personal Injury Trust Documents. Upon dissolution of the Talc Personal Injury Trust: (a) the
Talc Trustees and the Talc Trust Advisory Committee Members shall be released and discharged
from all further authority, duties, responsibilities, and obligations relating to and arising from and
in connection with the Chapter 11 Cases, and (b) the Talc Trust Advisory Committee shall be
dissolved.
4.10 Funds and Investment Guidelines. All monies held in the Talc Personal Injury
Trust shall be invested, subject to the investment limitations and provisions enumerated in the Talc
Personal Injury Trust Agreement.
4.11 Cooperation Agreement. The Debtors, the Imerys Non-Debtors, and the Talc
Personal Injury Trust shall enter into the Cooperation Agreement on the Effective Date in
substantially the form contained in the Plan Supplement that provides for the transfer and
assignment of certain documents of the Debtors to the Talc Personal Injury Trust. The parties to
the Cooperation Agreement shall be bound by the terms thereof.
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4.12 Talc Personal Injury Trust Indemnification of the Protected Parties. From and after
the Effective Date, the Talc Personal Injury Trust shall indemnify, to the fullest extent permitted
by applicable law, each of the Debtors, the Reorganized Debtors, and the other Protected Parties
for reasonable documented out-of-pocket expenses (including, without limitation, attorney’s fees
and expenses) that occur after the Effective Date attributable to the defense of any Talc Personal
Injury Claim asserted against the Debtors, Reorganized Debtors, or the other Protected Parties;
provided, however, that the limit of the indemnification with respect to each of the Imerys
Protected Parties, the Rio Tinto Protected Parties, the Cyprus Protected Parties, and any Settling
Insurance Company will be the amount contributed by such party to the Talc Personal Injury Trust
in Cash and further provided that the Talc Personal Injury Trust shall not indemnify any party for
any alleged Foreign Claim; provided further that the indemnification obligations of the Talc
Personal Injury Trust to the Cyprus Protected Parties shall be effective only on the Cyprus Trigger
Date.
4.13 Post-Effective Date Liabilities. Notwithstanding anything to the contrary in the

Plan Documents or the Confirmation Order, neither any claim against nor the liability of any Entity
arising out of or relating to the alleged post-Effective Date acts or omissions of such Entity (each,
a “Post-Effective Date Liability”) shall be a Talc Personal Injury Claim. No Post-Effective Date
Liabilities are affected by the filing of the Chapter 11 Cases, confirmation or effectiveness of the
Plan, or any of the transactions effectuated in connection therewith. To the extent an individual
has both a Talc Personal Injury Claim and a claim based on any Post-Effective Date Liability, that
individual may seek recovery from the Talc Personal Injury Trust in accordance with the Talc
Personal Injury Trust Documents and will retain any and all rights under applicable law with
respect to such Post-Effective Date Liabilities.
ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
5.1 General Treatment.
5.1.1 Subject to Section 5.7 hereof, except as otherwise provided herein, or in

any contract, instrument, release, indenture, or other agreement or document entered into
in connection with the Plan, all Executory Contracts or Unexpired Leases of the North
American Debtors, shall be deemed rejected as of the Effective Date, unless such
Executory Contract or Unexpired Lease (i) was assumed or rejected previously by the
North American Debtor counterparty thereto, (ii) previously expired or terminated
pursuant to its own terms, (iii) is the subject of a motion to assume filed on or before the
Effective Date, (iv) is identified as an Executory Contract or Unexpired Lease to be
assumed by the North American Debtors pursuant to the Sale Order; or (v) is identified as
an Executory Contract or Unexpired Lease to be assumed by the North American Debtors
in the Plan Supplement.
5.1.2 Notwithstanding the foregoing, in the event that ITI becomes a Debtor
before the Effective Date, all Executory Contracts and Unexpired Leases of ITI will be
assumed by ITI, except for those Executory Contracts and Unexpired Leases that (i) have
been rejected by ITI by order of the Bankruptcy Court, (ii) are the subject of a motion to
reject filed by ITI that is pending as of the Effective Date, (iii) are identified as Executory
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Contracts and Unexpired Leases to be rejected by ITI in the Plan Supplement, or (iv) are
rejected or terminated by ITI pursuant to the terms of the Plan. All Executory Contracts or
Unexpired Leases to be assumed by ITI will be identified in the Plan Supplement.
5.1.3 Entry of the Confirmation Order shall constitute a Bankruptcy Court

order approving the assumption or rejection of Executory Contracts and Unexpired Leases,
all pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Unless otherwise
indicated herein or as provided for in the Sale Order, all assumptions or rejections of
Executory Contracts and Unexpired Leases are effective as of the Effective Date. Each
Executory Contract and Unexpired Lease assumed pursuant to the Plan or by Bankruptcy
Court order but not assigned to a third party on or before the Effective Date shall (i) in the
case of an Executory Contract or Unexpired Lease that is a Talc Personal Injury Trust
Asset, be assigned to the Talc Personal Injury Trust on the date such trust is established or
as soon as reasonably practicable thereafter, and shall vest in, and be fully enforceable by
the Talc Personal Injury Trust in accordance with its terms, except as such terms may have
been modified by such order, or (ii) revest in and be fully enforceable by the Reorganized
Debtors, as applicable, in accordance with its terms, except as such terms may have been
modified by such order.
5.1.4 Notwithstanding anything to the contrary in the Plan, but subject to the
limitations provided in Section 5.3 of the Plan, (i) the North American Debtors reserve the
right to alter, amend, modify, or supplement the list of Executory Contracts and Unexpired
Leases to be assumed by the North American Debtors identified in the Plan Supplement at
any time before the date that is sixteen (16) days prior to the Confirmation Hearing, and
(ii) ITI reserves the right to alter, amend, modify, or supplement the list of Executory
Contracts and Unexpired Leases to be rejected by ITI identified in the Plan Supplement
and the list of Executory Contracts and Unexpired Leases to be assumed by ITI identified
in the Plan Supplement at any time before the date that is sixteen (16) days prior to the
Confirmation Hearing, in each case, in order to take into account Executory Contracts and
Unexpired Leases to be assumed or rejected in advance of the Confirmation Hearing. After
the Effective Date, the Reorganized Debtors, or any assignee, as applicable, shall have the
right to terminate, amend, or modify any intercompany contracts, leases or other
agreements to which they are a party without approval of the Bankruptcy Court.
5.2 Claims Based on Rejection of Executory Contracts or Unexpired Leases.
5.2.1 If the rejection or deemed rejection of an Executory Contract or

Unexpired Lease by any Debtor (for the avoidance of doubt, including ITI) results in
damages to the other party or parties to such Executory Contract or Unexpired Lease, a
Claim for such damages shall be forever barred and shall not be enforceable against any of
the Debtors, the Reorganized Debtors, any assignee, or their properties, whether by way of
setoff, recoupment, or otherwise unless a Proof of Claim is filed with the Claims Agent
and served upon counsel for the Debtors by the earlier of (i) thirty (30) days after service
of notice of the Effective Date, and (ii) thirty (30) days after service of notice of entry of a
Final Order rejecting such Executory Contract or Unexpired Lease pursuant to a motion
filed by any Debtor, which notice, in each case, will set forth such deadline.
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5.2.2 Any Claims arising from the rejection of an Executory Contract or

Unexpired Lease not filed with the Bankruptcy Court within such time period provided in
Section 5.2.1 will be automatically disallowed, forever barred from assertion and shall not
be enforceable, without the need for any objection, or further notice to, or action, order or
approval of the Bankruptcy Court. All Allowed Claims arising from the rejection of an
Executory Contract or Unexpired Lease shall be classified as a Class 3a or Class 3b
Unsecured Claim against the applicable North American Debtor or ITI, and shall be treated
in accordance with Article III of the Plan.
5.3 Cure of Defaults for Executory Contracts and Unexpired Leases.
5.3.1 Notwithstanding anything to the contrary contained herein, 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 Distribution Date (i) from the Administrative
Claim Reserve (if assumed by one of the North American Debtors pursuant to the Plan and
Plan Supplement, but for the avoidance of doubt, not if assumed by the North American
Debtors pursuant to the Sale Order), or (ii) by Reorganized ITI (if assumed by ITI), subject
to the limitations described below, or on such other terms as the parties to such Executory
Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding
(1) the amount of any payments necessary to cure such a default, (2) the ability of the
Debtors or any assignee to provide any “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 (3) 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.
5.3.2 On July 28, 2020, August 28, 2020, October 28, 2020, January 15, 2021,
and January 22, 2021, in connection with the Bid Procedures Order and the Sale Order, the
North American Debtors served on applicable contract counterparties a notice of the
potential assumption and assignment of such party’s Executory Contract or Unexpired
Lease to a potential buyer of the Debtors’ assets, the proposed Cure Amount associated
with such potential assumption and assignment, and the deadline to object to the proposed
Cure Amount or to the assumption and assignment of the Executory Contract or Unexpired
Lease (each, and any such supplemental notice, a “Sale Cure Notice”). Applicable
counterparties had until that date that was fourteen (14) days after service of the Sale Cure
Notice identifying such counterparty to object to the proposed Cure Amount. Any
counterparty to an Executory Contract or Unexpired Lease that failed to timely object to
any Cure Amount in the applicable Sale Cure Notice is deemed to have consented to such
Cure Amount. Pursuant to the Bid Procedures Order, the foregoing deadlines and
requirements apply to any counterparty that is identified in any supplemental Sale Cure
Notice.
5.3.3 On or prior to February 1, 2021, and subject to Section 5.3.4, the North
American Debtors shall distribute, or cause to be distributed, (i) notices of proposed
assumption and proposed Cure Amounts to the applicable counterparty or counterparties
to each Executory Contract or Unexpired Lease that may be assumed by a North American
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Debtor, which notices shall include procedures for objecting to the proposed assumption
of such Executory Contract or Unexpired Lease and any Cure Amounts to be paid in
connection therewith (as to North American Debtor Executory Contracts and Unexpired
Leases not previously included on a Sale Cure Notice) and the anticipated procedure for
resolution of disputes by the Bankruptcy Court and (ii) notices of proposed assumption and
proposed Cure Amounts to the applicable counterparty or counterparties to each Executory
Contract or Unexpired Lease that may be assumed by ITI, which notices shall include
procedures for objecting to the proposed assumption of such Executory Contract or
Unexpired Lease and any Cure Amounts to be paid in connection therewith and the
anticipated procedure for resolution of disputes by the Bankruptcy Court (the “Plan Cure
and Assumption Notice”). Any objection to a proposed assumption by any of the North
American Debtors or ITI pursuant to the Plan (including any objection as to adequate
assurance of future performance under section 365(b)(1) of the Bankruptcy Code) or
related Cure Amount (as to (i) ITI Executory Contracts and Unexpired Leases and (ii)
North American Debtor Executory Contracts and Unexpired Leases not previously
included on a Sale Cure Notice) by a counterparty to an Executory Contract or Unexpired
Lease must be filed, served and actually received by counsel to the Debtors and the other
parties specified in the Plan Cure and Assumption Notice by February 15, 2021. Any
unresolved objection shall be heard at the Confirmation Hearing, unless otherwise agreed
by the parties or at such other date and time as may be fixed by the Bankruptcy Court. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely object to any
proposed assumption and/or Cure Amount will be deemed to have assented to such
assumption and/or Cure Amount. To the extent an Executory Contract or Unexpired Lease
with ITI is not identified as an Executory Contract or Unexpired Lease to be assumed or
rejected by ITI, then the Cure Amount for such Executory Contract or Unexpired Lease is
$0 and such Executory Contract or Unexpired Lease will be assumed by ITI pursuant to
the Plan.
5.3.4 On or before February 5, 2021, the Debtors shall serve copies of the lists
of Executory Contracts and Unexpired Leases provided for in the Plan Supplement on the
applicable counterparties. In addition, the Debtors will serve any revised Executory
Contract and Unexpired Lease list on affected counterparties within two (2) days of filing
such lists, provided that each counterparty to an Executory Contract or Unexpired Lease
that (i) is later added to the list and/or (ii) has its Cure Amount modified by the Debtors
shall have until the date that is fourteen (14) days after the Debtors serve such counterparty
with notice thereof to object to the assumption of its Executory Contract or Unexpired
Lease pursuant to the Plan, including any objection as to adequate assurance of future
performance under section 365(b)(1) of the Bankruptcy Code, and, if the proposed Cure
Amount has been modified, exclusively to the proposed Cure Amount.
5.3.5 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.
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5.4 Modifications, Amendments, Supplements, Restatements or Other Agreement.
5.4.1 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.
5.4.2 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.
5.5 Reservation of Rights. Neither the exclusion nor inclusion of any Executory
Contract or Unexpired Lease on (i) the list of the Executory Contracts and Unexpired Leases to be
assumed by the North American Debtors, (ii) the lists of the Executory Contracts and Unexpired
Leases to be assumed or rejected by ITI, as applicable, or (iii) anything contained in the Plan or
Plan Supplement, shall constitute an admission by any of the Debtors that any such contract or
lease is in fact an Executory Contract or Unexpired Lease or that the Reorganized Debtors, or any
assignee 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, the Reorganized
Debtors, or any assignee, as applicable, shall have thirty (30) days following entry of a Final Order
resolving such dispute to alter their treatment of such contract or lease.
5.6 Talc Insurance Policies and Talc Insurance CIP Agreements. Notwithstanding
Section 5.1 above, all Talc Insurance Policies and Talc Insurance CIP Agreements entered into
prior to the Petition Date shall be considered non-executory contracts and shall neither be assumed
nor rejected by the Debtors. Other than the permissibility of the Assignment, which is to be
determined by or in connection with Confirmation of the Plan, the rights and obligations of the
parties under such Talc Insurance Policies and Talc Insurance CIP Agreements, including the
question of whether any breach has occurred, shall be determined under applicable law.
5.7 Non-Talc Insurance Policies. The Debtors do not believe that the Non-Talc
Insurance Policies (or settlements related thereto) constitute executory contracts. However, to the
extent such Non-Talc Insurance Policies are considered to be executory contracts, then,
notwithstanding anything contained in Article V to the contrary, the Plan will constitute a motion
to assume such Non-Talc Insurance Policies, and authorize the Reorganized Debtors, as applicable,
to pay all future obligations, if any, in respect thereof. Subject to the occurrence of the Effective
Date, the entry of the Confirmation Order will constitute approval of such assumption pursuant to
section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such
assumption is in the best interest of the Debtors, their respective Estates and all parties in interest.
Unless otherwise determined by the Bankruptcy Court pursuant to a Final Order or agreed to by
the parties thereto prior to the Effective Date, no payments are required to cure any defaults of any
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Debtor existing as of the Confirmation Date with respect to each such Non-Talc Insurance Policy.
Notwithstanding anything to the contrary contained herein, Confirmation of the Plan shall not
discharge, impair or otherwise modify any obligations assumed by the foregoing assumption of
the Non-Talc Insurance Assets, 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.
ARTICLE VI
DISTRIBUTIONS UNDER THE PLAN ON ACCOUNT OF CLAIMS
6.1 Distributions. Distributions on account of Allowed Non-Talc Claims shall be made

on or after the Distribution Date as provided in the Plan. All Talc Personal Injury Claims shall be
liquidated and, as appropriate, paid, or resolved by the Talc Personal Injury Trust pursuant to and
in accordance with the Talc Personal Injury Trust Agreement and the Trust Distribution
Procedures.
6.2 Timing and Calculation of Amounts to be Distributed.
6.2.1 Except as otherwise provided in the Plan, on the Effective Date or as soon
as reasonably practicable thereafter (or if a Claim is not an Allowed Claim on the Effective
Date, on the date that such a Claim becomes an Allowed Claim, or as soon as reasonably
practicable thereafter), each holder of an Allowed Non-Talc Claim shall receive the full
amount of the Distribution that the Plan provides for such Allowed Claim in the applicable
Class and in the manner provided herein. In the event that any payment or act under the
Plan is required to be made or performed on a date that is not a Business Day, then the
making of such payment or the performance of such act may be completed on the next
succeeding Business Day, but shall be deemed to have been completed as of the required
date.
6.2.2 If and to the extent that there are Disputed Non-Talc Claims,
Distributions on account of any such Disputed Non-Talc Claims shall be made pursuant to
the provisions set forth in this Article VI of the Plan.
6.3 Disbursing Agent. Except as otherwise provided herein, all Distributions under the
Plan shall be made by the Disbursing Agent. The Reorganized Debtors, or any such other Entity
or Entities designated by the Reorganized Debtors, shall serve as Disbursing Agent for all Non-
Talc Claims.
6.4 Rights and Powers of Disbursing Agent.
6.4.1 The Disbursing Agent shall be empowered to: (i) effect all actions and
execute all agreements, instruments, and other documents necessary to perform its duties
under the Plan; (ii) make all Distributions contemplated hereby; (iii) employ professionals
to represent it with respect to its responsibilities; and (iv) exercise such other powers as
may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the
Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the
provisions thereof.
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6.4.2 Except as otherwise ordered by the Bankruptcy Court, the amount of any
reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective
Date (including taxes) and any reasonable compensation and expense reimbursement
claims (including reasonable attorney fees and expenses) made by the Disbursing Agent
shall be paid in Cash by the Reorganized Debtors from the Reorganized North American
Debtor Cash Reserve.
6.5 Distributions on Account of Claims Allowed After the Effective Date.

Notwithstanding any other provision of the Plan, no Distributions shall be made under the Plan on
account of any Disputed Non-Talc Claim, unless and until such Disputed Non-Talc Claim becomes
an Allowed Non-Talc Claim. Distributions made after the Effective Date to holders of Disputed
Non-Talc Claims that are not Allowed Non-Talc Claims as of the Effective Date but which later
become Allowed Non-Talc Claims shall be made as if such Claim had been an Allowed Claim on
the Effective Date. Except as otherwise may be agreed to by the Debtors or the Reorganized
Debtors, on the one hand, and the holder of a Disputed Non-Talc Claim, on the other hand, and
notwithstanding any provision otherwise in the Plan, no partial payments and no partial
Distributions shall be made with respect to any Disputed Non-Talc Claim until all Disputed Non-
Talc Claims held by the holder of such Disputed Non-Talc Claim have become Allowed Non-Talc
Claims or have otherwise been resolved by settlement or Final Order.
6.6 Delivery of Distributions and Undeliverable or Unclaimed Distributions.
6.6.1 Delivery of Distributions to Holders of North American Debtor Claims.

Except as otherwise provided in the Plan, Distributions to holders of Allowed North
American Debtor Claims shall be made to holders of record as of the Distribution Record
Date by the Disbursing Agent: (a) to the signatory set forth on any of the Proof of Claim
filed by such holder or other representative identified therein (or at the last known
addresses of such holder if no Proof of Claim is filed or if the North American Debtors
have been notified in writing of a change of address); (b) at the addresses set forth in any
written notices of address changes delivered to the Disbursing Agent after the date of any
related Proof of Claim; or (c) at the addresses reflected in the Schedules if no Proof of
Claim has been filed and the Disbursing Agent has not received a written notice of a change
of address.
6.6.2 Delivery of Distributions to Holders of ITI Claims. The legal, equitable,

and contractual rights of the holders of ITI Claims are unaltered by the Plan. Except to the
extent that a holder of an ITI Claim agrees to a different treatment, on and after the
Effective Date, Reorganized ITI will continue to pay or dispute each ITI Claim in the
ordinary course of business in accordance with applicable law.
6.6.3 Full Benefit of Distributions. Distributions under the Plan on account of

Non-Talc Claims shall not be subject to levy, garnishment, attachment or similar legal
process, so that each holder of an Allowed Non-Talc Claim shall have and receive the
benefit of the Distributions in the manner set forth in the Plan. None of the Debtors, the
Reorganized Debtors, or the applicable Disbursing Agent shall incur any liability
whatsoever on account of any Distributions under the Plan except where such Distributions
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are found by Final Order to have been made with gross negligence, willful misconduct or
fraud.
6.6.4 Undeliverable Distributions and Unclaimed Property. In the event that

any Distribution to any holder of an Allowed Non-Talc Claim is returned as undeliverable,
no further Distribution to such holder shall be made unless and until the Disbursing Agent
has determined the then current address of such holder, at which time such Distribution
shall be made as soon as practicable after such Distribution has become deliverable to such
holder without interest; provided, however, that such Distributions shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code and forfeited at the
expiration of three (3) months from the applicable Distribution Date. After such date, (i) all
“unclaimed property” or interests in property in respect of the Reorganized North
American Debtors shall revert to the applicable Reserve used to fund the Allowed Non-
Talc Claim to be held and/or disbursed in accordance with the Plan, or, to the Reorganized
North American Debtors to be used and/or disbursed in accordance with the Plan if the
applicable Reserve is no longer in effect, and (ii) all “unclaimed property” or interests in
property in respect of ITI shall revert to ITI (in each case, (i) and (ii), notwithstanding any
applicable federal or state escheat, abandoned or unclaimed property laws to the contrary).
The claim of any holder to such property or interest in property shall be discharged and
forever barred.
6.7 Time Bar to Cash Payments. Checks issued by the Disbursing Agent in respect of
Allowed Non-Talc Claims shall be null and void if not cashed within one hundred and eighty (180)
days of the date of issuance thereof. The holder of the Allowed Non-Talc Claim with respect to
which such check originally was issued may make a request for re-issuance of any check directly
to the Disbursing Agent; provided, however, that any such request for re-issuance of a check shall
be made on or before the twelve (12) month anniversary of the Distribution Date. After such date,
all Non-Talc Claims in respect of void checks shall be discharged and forever barred.
6.8 Disbursing Agent’s Obligation to Provide Periodic Reporting. The Disbursing

Agent will provide quarterly reporting on the status of the claims process of the Reorganized North
American Debtors including funds remaining in each of the Reserves to the Talc Personal Injury
Trust, the Talc Trust Advisory Committee, the FCR, and Imerys S.A. The first quarterly report
will encompass the first three (3) full months following the Effective Date (plus any partial month
during which the Effective Date occurs). Each report will be delivered within thirty (30) days of
the conclusion of the preceding quarterly period. These reports will not be filed with the
Bankruptcy Court.
6.9 Record Date for Holders of Claims. Except as otherwise provided in an order of
the Bankruptcy Court that is not subject to any stay, the transferees of Claims that are transferred
pursuant to Bankruptcy Rule 3001, on or prior to the Distribution Record Date, shall be treated as
the holders of such Claims for all purposes, notwithstanding that any period provided by
Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record
Date. If there is any dispute regarding the identity of the Person entitled to receive a Distribution
in respect of a Claim under the Plan, no Distribution need be made in respect of such Claim until
such dispute has been resolved.
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6.10 Compliance with Tax Requirements and Allocations.
6.10.1 In connection with the Plan and all Distributions hereunder, the
Disbursing Agent shall comply with all tax withholding and reporting requirements
imposed on them by any federal, state or local taxing authority, and all Distributions
pursuant to the Plan shall be subject to such withholding and reporting requirements.
Notwithstanding any provision in the Plan to the contrary, the Disbursing Agent shall be
authorized to take all actions necessary or appropriate to comply with such withholding
and reporting requirements, including liquidating a portion of the Distribution to be made
under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding
Distributions pending receipt of information necessary to facilitate such Distributions
including tax certification forms, or establishing any other mechanisms it believes are
reasonable and appropriate.
6.10.2 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.
6.11 Transfers of Claims. In the event that the holder of any Claim shall transfer such
Claim after the Distribution Record Date, it shall immediately advise the applicable Reorganized
Debtor(s) or the Talc Personal Injury Trust (to the extent it pertains to a Talc Personal Injury
Claim), in writing of such transfer and file a notice of the transfer with the Bankruptcy Court. The
Reorganized Debtors or the Talc Personal Injury Trust, as the case may be, shall be entitled to
assume that no transfer of any Claim has been made by any holder unless and until written notice
of a transfer has been actually received by the applicable Reorganized Debtor(s) or the Talc
Personal Injury Trust, as applicable. Each transferee of any Claim shall take such Claim subject
to the provisions of the Plan, and, except as provided in a notice of transfer, the Reorganized
Debtors or the Talc Personal Injury Trust, as the case may be, shall be entitled to assume
conclusively that the transferee named in any notice of transfer shall thereafter be vested with all
rights and powers of the transferor of such Claim.
6.12 Interest on Impaired and Disputed Claims. Except as specifically provided for
herein or in the Talc Personal Injury Trust Documents (as related to Talc Personal Injury Claims),
interest shall not accrue on Impaired Claims, and no holder of an Impaired Claim shall be entitled
to interest accruing on or after the Petition Date on any such Impaired Claim. Interest shall not
accrue or be paid on any Disputed Claim in respect of the period from the Petition Date to the date
a Distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim.
6.13 Setoffs. The Debtors and the Reorganized Debtors (or the Talc Personal Injury
Trust to the extent it pertains to a Talc Personal Injury Claim) may, pursuant to the applicable
provisions of the Bankruptcy Code, or applicable non-bankruptcy law, set off against any
applicable Allowed Claim (before any Distribution is made on account of such Claim) any and all
claims, rights, causes of action, debts or liabilities of any nature that the Debtors or the Reorganized
Debtors (or the Talc Personal Injury Trust (in its own right or as assignee of the Debtors) to the
extent it pertains to a Talc Personal Injury Claim) may hold against the holder of such Allowed
Claim; provided, however, that the failure to effect such a setoff shall not constitute a waiver or
release of any such claims, rights, causes of action, debts or liabilities.
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ARTICLE VII
RESOLUTION OF DISPUTED CLAIMS OTHER THAN
TALC PERSONAL INJURY CLAIMS
7.1 Disputed Claims. All Disputed Claims against the Debtors, other than Talc
Personal Injury Claims, Administrative Claims, and Fee Claims, shall be subject to the provisions
of this Article VII. All Talc Personal Injury Claims shall be resolved by the Talc Personal Injury
Trust in accordance with the Talc Personal Injury Trust Documents. All Administrative Claims,
Fee Claims, and DIP Facility Claims shall be determined and, if Allowed, paid in accordance with
Article II of the Plan.
7.2 Prosecution of Claims Generally.
7.2.1 Subject to the provisions contained herein, including as set forth in

Section 11.8.2 of the Plan, after the Effective Date, only the Reorganized Debtors may
object to the allowance of any Non-Talc Claim, except that the United States Trustee, the
FCR, the other Notice Parties (as that term is defined in the Compensation Procedures
Order), and the Imerys Non-Debtors, as applicable, shall also have standing and capacity
to object to the Fee Claims of the Professionals. After the Effective Date, the Reorganized
Debtors shall be accorded the power and authority to allow or settle and compromise any
Non-Talc Claim, except for Fee Claims, without notice to any other party or approval of
or notice to the Bankruptcy Court. For the avoidance of doubt, no fees resulting from
objections to the Fee Claims, other than objections by the Reorganized Debtors and/or the
Fee Examiner will be funded by the Reorganized Debtors.
7.2.2 Notwithstanding anything to the contrary in this Article VII,

(i) resolution of Talc Personal Injury Claims shall be handled exclusively by the Talc
Personal Injury Trust in accordance with the Talc Personal Injury Trust Documents,
(ii) objections to Fee Claims shall be handled in accordance with the Compensation
Procedures Order, subject to Section 2.3, and (iii) objections to Administrative Claims
(excluding Fee Claims) shall be handled in accordance with Section 2.1 of the Plan.
7.2.3 Notwithstanding anything to the contrary in this Article VII, objections

to Non-Talc Claims against ITC shall be subject to review by the Information Officer.
7.3 Prosecution of Disputed North American Debtor Claims and Claims Objection
Deadline.
7.3.1 Each Reorganized North American Debtor shall have the right, after the
Effective Date, to file objections to the North American Debtor Claims that have not
already been Allowed by Final Order, agreement, or the Plan, and litigate to judgment,
settle, or withdraw such objections to Disputed North American Debtor Claims; provided
that objections to and the prosecution of Non-Talc Claims against ITC shall be subject to
review by the Information Officer. Without limiting the foregoing, each Reorganized
North American Debtor, as applicable, shall have the right to litigate any Disputed North
American Debtor Claim either in the Bankruptcy Court or in any court of competent
jurisdiction.
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7.3.2 Unless otherwise ordered by the Bankruptcy Court, objections to North

American Debtor Claims (other than Administrative Claims, Fee Claims, or late-filed
Claims) shall be filed with the Bankruptcy Court and served upon the holders of each such
North American Debtor Claim to which objections are made on or before the Claims
Objection Bar Date, unless extended by order of the Bankruptcy Court prior to the
expiration of such period. Objections to late-filed Claims against the North American
Debtors shall be filed before the later of (i) six (6) months following the Effective Date, or
(ii) ninety (90) days after the Reorganized North American Debtors receive actual notice
of the filing of such Claim.
7.4 ITI Claims.
7.4.1 Except as otherwise provided in the Plan, holders of ITI Claims or Equity
Interests in ITI shall not be required to file a Proof of Claim or proof of interest, and no
such parties should file a Proof of Claim or proof of interest. The legal equitable, and
contractual rights of holders of ITI Claims are unaltered by the Plan. Except to the extent
that a holder of an ITI Claim agrees to a different treatment, on and after the Effective Date,
Reorganized ITI will continue to pay or dispute each ITI Claim in the ordinary course of
business in accordance with applicable law. ITI may, in its discretion, file with the
Bankruptcy Court (or any other court of competent jurisdiction) an objection to the
allowance of any ITI Claim or any other appropriate motion or adversary proceeding with
respect thereto. All such objections will be litigated to Final Order; provided, however,
that ITI or Reorganized ITI, as applicable, may compromise, settle, withdraw, or resolve
by any other method approved by the Bankruptcy Court any objections to ITI Claims.
7.4.2 ITI or Reorganized ITI, as applicable, shall have the exclusive authority
to file, settle, compromise, withdraw or litigate to judgment any objections to ITI Claims
or Equity Interests in ITI as permitted under the Plan. From and after the Effective Date,
Reorganized ITI may settle or compromise any Disputed ITI Claim or Disputed Equity
Interest in ITI without approval of the Bankruptcy Court. ITI also reserves the right to
resolve any Disputed ITI Claim or Disputed Equity Interest in ITI outside the jurisdiction
of the Bankruptcy Court under applicable governing law.
7.5 Distributions on Account of Disputed Claims. At such time as determined to be

practicable by the Reorganized Debtors, the Disbursing Agent will make Distributions on account
of any Disputed Claim that has become Allowed. Such Distributions will be made pursuant to the
applicable provisions of Article VI of the Plan.
7.6 No Distributions Pending Allowance. No Distributions or other consideration shall

be paid with respect to any Claim that is a Disputed Claim unless and until all objections to such
Disputed Claim are resolved by agreement or Final Order and such Disputed Claim becomes an
Allowed Claim.
7.7 Estimation of Claims. The Debtors (before the Effective Date) or the Reorganized
Debtors (on or after the Effective Date) may, at any time request that the Bankruptcy Court
estimate any Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of
whether an objection was previously filed with the Bankruptcy Court with respect to such Claim,
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or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will
retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to
any Claim, including during the pendency of any appeal relating to any such objection. In the
event that the Bankruptcy Court estimates any Disputed Claim, that estimated amount will
constitute either the Allowed Amount of such Claim or a maximum limitation on such Claim
against any party or Entity, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on such Claim, the Debtors (before the Effective Date) or the
Reorganized Debtors (on or after the Effective Date), may elect to pursue any supplemental
proceedings to object to any ultimate Distribution on such Claim. All of the objection, estimation,
settlement, and resolution procedures set forth in the Plan are cumulative and not necessarily
exclusive of one another. Claims may be estimated and subsequently compromised, objected to,
settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.
7.8 Disputed Claims Reserve for the North American Debtors.
7.8.1 On the Effective Date, the North American Debtors shall deposit in the
Disputed Claims Reserve the Cash that would have been distributed to the holders of
Disputed North American Debtor Claims if such Disputed North American Debtor Claims
had been Allowed Claims as of the Effective Date. The Disputed Claims Reserve shall be
funded from Cash on hand of the North American Debtors on the Effective Date, the Sale
Proceeds, and/or the Imerys Cash Contribution (excluding the Contingent Contribution).
The amount to be deposited shall be determined based on the lesser of (1) the asserted
amount of the Disputed North American Debtor Claims in the applicable Proofs of Claim;
(2) the amount, if any, estimated by the Bankruptcy Court pursuant to (i) section 502(c) of
the Bankruptcy Code or (ii) Section 7.7 of the Plan if, after the Effective Date, a motion is
filed by any Reorganized North American Debtor to estimate such Claim; (3) the amount
otherwise agreed to by the Debtors (or the Reorganized North American Debtors, if after
the Effective Date) and the holders of such Disputed North American Debtor Claims; or
(4) any amount otherwise approved by the Bankruptcy Court.
7.8.2 If a North American Debtor Claim that remains a Disputed Claim as of

the Effective Date is thereafter Allowed in whole or in part, the Disbursing Agent shall (at
such time as determined to be practicable by the Reorganized North American Debtors)
distribute from the Disputed Claims Reserve, to the holder of such North American Debtor
Claim, the Cash that such holder would have received on account of such Claim if such
Claim had been an Allowed Claim on the Effective Date.
7.8.3 The Reorganized North American Debtors shall determine, on each six
(6) month anniversary of the Effective Date, whether the amounts available in the
Reorganized North American Debtor Cash Reserve are in excess of the amount necessary
to satisfy the purpose for which such reserve was established. If the Reorganized North
American Debtors determine a surplus exists in the Reorganized North American Debtor
Cash Reserve as of the date of such determination, such surplus Cash shall be allocated to
the Disputed Claims Reserve to the extent such reserve is insufficiently funded to satisfy
the purpose for which such reserve was established.
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7.9 Disputed ITI Claims. If a Claim against ITI that remains a Disputed Claim as of
the Effective Date is thereafter Allowed in whole or in part, the Disbursing Agent (at such time as
determined to be practicable by Reorganized ITI) will distribute from the monies available at
Reorganized ITI, to the holder of such Claim, the monies that such holder would have received on
account of such Claim if such Claim had been an Allowed Claim on the Effective Date.
7.10 Distribution of Excess Amounts in the Disputed Claims Reserve for the North
American Debtors. When all Disputed North American Debtor Claims are resolved and either
become Allowed or Disallowed, to the extent Cash remains in the Disputed Claims Reserve after
all holders of such Claims have been paid the full amount they are entitled to pursuant to the
treatment set forth for under the Plan, then such excess amounts will be transferred to the Talc
Personal Injury Trust and become Talc Personal Injury Trust Assets, whereby such excess amounts
will be made available to satisfy Talc Personal Injury Trust Expenses and for disbursement to
holders of Claims in Class 4 pursuant to the Trust Distribution Procedures.
ARTICLE VIII
ACCEPTANCE OR REJECTION OF PLAN
8.1 Classes Entitled to Vote. Holders of Talc Personal Injury Claims shall be entitled
to vote to the extent and in the manner provided in the Voting Procedures Order and the Plan.
8.2 Acceptance of Holders of Talc Personal Injury Claims. Pursuant to sections

1126(c) and 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code, Class 4 (Talc Personal Injury
Claims) shall have accepted the Plan only if at least two-thirds (2/3) in amount and seventy-five
percent (75%) of the members in Class 4 actually voting on the Plan have voted to accept the Plan.
8.3 Acceptance by Unimpaired Class. Classes 1, 2, 3a, 3b, 5b, and 7 are Unimpaired
under the Plan and are conclusively presumed to have accepted the Plan pursuant to section 1126(f)
8.4 Acceptance by Impaired Class. Classes 5a and 6 will not receive or retain any
property or distribution under the Plan and are Impaired under the Plan. Notwithstanding, Classes
5a and 6 are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy
Code because all holders of Claims or Equity Interests (as applicable) in Classes 5a and 6 are Plan
Proponents and have consented to their treatment under the Plan.
ARTICLE IX
CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN
9.1 Conditions Precedent to the Confirmation of the Plan. Confirmation of the Plan
shall not occur unless each of the following conditions has been satisfied or waived pursuant to
Section 9.3 of the Plan:
9.1.1 The Bankruptcy Court shall have entered an order, acceptable in form
and substance to each of the Plan Proponents approving the Disclosure Statement as
containing adequate information within the meaning of section 1125 of the Bankruptcy
Code.
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9.1.2 Class 4 shall have voted in requisite numbers and amounts in favor of the
Plan as required by sections 524(g), 1126, and 1129 of the Bankruptcy Code.
9.1.3 The Plan and the Plan Supplement, including any schedules, documents,
supplements and exhibits thereto, shall be consistent with (i) section 524(g) of the
Bankruptcy Code, as applicable, and (ii) the other provisions of the Plan.
9.1.4 The Reorganized North American Debtors shall have sufficient funds
from Cash on hand and/or the Unsecured Claim Contribution to resolve all Allowed Class
3a Claims and to adequately fund the Disputed Claims Reserve as determined by each of
the Plan Proponents.
9.1.5 The Bankruptcy Court shall have made such findings and determinations
regarding the Plan as shall enable the entry of the Confirmation Order and any other order
in conjunction therewith, in form and substance acceptable to each of the Plan Proponents.
These findings and determinations, which are designed, among other things, to ensure that
the Injunctions, releases and discharges set forth in Article XII shall be effective, binding
and enforceable, and shall among other things, conclude:
(i) Good Faith Compliance. The Plan complies with all applicable
provisions of the Bankruptcy Code including, without limitation, that the Plan be
proposed in good faith and that the Confirmation Order not be procured by fraud.
(ii) Voting. Class 4 has voted in requisite numbers and amounts in favor
of the Plan as required by each of sections 524(g), 1126, and 1129 of the
Bankruptcy Code.
(iii) Injunctions. The Channeling Injunction, the Insurance Entity

Injunction, and the Supplemental Settlement Injunction Order are to be
implemented in connection with the Talc Personal Injury Trust.
(iv) Named Defendants. As of the Petition Date, one or more of the

Debtors had been named as a defendant in personal injury, wrongful death or
property damage actions seeking recovery for damages allegedly caused by the
presence of, or exposure to, talc or talc-containing products.
(v) Assumption of Certain Liabilities. Upon the Effective Date, the

Talc Personal Injury Trust shall assume the liabilities of the Protected Parties with
respect to Talc Personal Injury Claims and have exclusive authority as of the
Effective Date to satisfy or defend such Talc Personal Injury Claims.
(vi) Funding of Talc Personal Injury Trust. The Talc Personal Injury
Trust will be funded with the Talc Personal Injury Trust Assets, including the Talc
PI Note, which will be secured by a majority of the common stock of Reorganized
ITI, pursuant to the Talc PI Pledge Agreement, and include the right to receive
distributions on account of the Talc PI Note pursuant to the terms set forth in the
Talc PI Note.
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(vii) Stock Ownership. The Talc Personal Injury Trust, on the Effective
Date, by the exercise of rights granted under the Plan, (i) will receive the
Reorganized North American Debtor Stock and shall maintain the rights to receive
dividends or other distributions on account of such stock, and (ii) will be entitled to
own the majority of the common stock of Reorganized ITI if specific contingencies
occur.
(viii) Use of Talc Personal Injury Trust Assets. The Talc Personal Injury
Trust will use its assets and income to resolve Talc Personal Injury Claims.
(ix) Likelihood of Talc Personal Injury Demands. The Debtors are

likely to be subject to substantial future Talc Personal Injury Demands for payment
arising out of the same or similar conduct or events that gave rise to the Talc
Personal Injury Claims that are addressed by the Channeling Injunction and the
Insurance Entity Injunction.
(x) Talc Personal Injury Demands Indeterminate. The actual amounts,

numbers, and timing of future Talc Personal Injury Demands cannot be determined.
(xi) Likelihood of Threat to Plan’s Purpose. Pursuit of Talc Personal

Injury Claims, including Talc Personal Injury Demands, outside of the procedures
prescribed by the Plan and the Plan Documents, including the Trust Distribution
Procedures, is likely to threaten the Plan’s purpose to treat the Talc Personal Injury
Claims and Talc Personal Injury Demands equitably.
(xii) Injunctions Conspicuous. The terms of the Discharge Injunction,

the Channeling Injunction, the Supplemental Settlement Injunction Order, the
Release Injunction, and the Insurance Entity Injunction, including any provisions
barring actions against third parties, are set out in conspicuous language in the Plan
and in the Disclosure Statement.
(xiii) Appropriate Trust Mechanisms. Pursuant to court orders or

otherwise, the Talc Personal Injury Trust shall operate through mechanisms such
as structured, periodic or supplemental payments, pro rata distributions, matrices
or periodic review of estimates of the numbers and values of Talc Personal Injury
Claims or other comparable mechanisms, that provide reasonable assurance that the
Talc Personal Injury Trust will value, and be in a financial position to pay, Talc
Personal Injury Claims that involve similar Claims in substantially the same
manner regardless of the timing of the assertion of such Talc Personal Injury
Claims.
(xiv) Future Claimants’ Representative. The FCR was appointed by the

Bankruptcy Court as part of the proceedings leading to the issuance of the
Channeling Injunction, the Insurance Entity Injunction, and the Supplemental
Settlement Injunction Order, for the purpose of, among other things, protecting the
rights of persons that might subsequently assert Talc Personal Injury Demands of
the kind that are addressed in the Channeling Injunction, the Insurance Entity
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Injunction, and the Supplemental Settlement Injunction Order, and transferred to

and assumed by the Talc Personal Injury Trust.
(xv) Fair and Equitable Inclusion. The inclusion of each Debtor or other
Protected Party within the protection afforded by the Channeling Injunction and the
Insurance Entity Injunction, as applicable, is fair and equitable with respect to the
Persons that might subsequently assert Talc Personal Injury Demands against each
such Debtor or other Protected Party in light of the benefits provided, or to be
provided, to the Talc Personal Injury Trust by or on behalf of each such Debtor or
other Protected Party.
(xvi) Sections 105(a) and 524(g) Compliance. The Plan complies with
sections 105(a) and 524(g) of the Bankruptcy Code to the extent applicable.
(xvii) Injunctions Essential. The Discharge Injunction, the Channeling

Injunction, the Supplemental Settlement Injunction Order, the Release Injunction,
and the Insurance Entity Injunction are essential to the Plan and the Debtors’
reorganization efforts.
(xviii) Insurance Assignment Authorized. The Bankruptcy Code

authorizes the Assignment by preempting any terms of the Talc Insurance Policies,
Cyprus Talc Insurance Policy Rights, Talc Insurance CIP Agreements, Talc
Insurance Settlement Agreements, or provisions of applicable non-bankruptcy law
that any Talc Insurance Company may otherwise argue prohibits the Assignment.
(xix) Indemnification Obligation Assignment Authorized. The

Bankruptcy Code authorizes the Assignment of the J&J Indemnification
Obligations by preempting any terms of the J&J Agreements or provisions of
applicable non-bankruptcy law that J&J may otherwise argue prohibits the
Assignment.
(xx) The Supplemental Settlement Injunction Order. The Supplemental

Settlement Injunction Order is fair, equitable, in the best interests of the Debtors’
Estates, and shall be entered in connection with the Imerys Settlement, the Rio
Tinto/Zurich Settlement, and the Cyprus Settlement (upon the occurrence of the
Cyprus Trigger Date).
(xxi) The Imerys Settlement. The Imerys Settlement represents a sound

exercise of the Debtors’ business judgment, is in the best interest of the Debtors’
Estates, complies with section 1123 of the Bankruptcy Code, and is approved
pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019.
(xxii) The Rio Tinto/Zurich Settlement. The Rio Tinto/Zurich Settlement

(i) represents a sound exercise of the Debtors’ business judgment, will yield a fair
and reasonable price for the assets being sold, is in the best interest of the Debtors’
Estates, and otherwise complies with section 363 of the Bankruptcy Code,
(ii) meets the requirements for a sale of property free and clear of any interests of
third parties in such property pursuant to section 363(f) of the Bankruptcy Code,
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and (iii) constitutes a purchase in good faith by Zurich and the Rio Tinto Captive
Insurers pursuant to section 363(m) of the Bankruptcy Code, rendering the
provisions of section 363(m) applicable. The Rio Tinto/Zurich Settlement is
accordingly approved pursuant to section 363(b) of the Bankruptcy Code and
Bankruptcy Rule 9019.
(xxiii) The Cyprus Settlement. The Cyprus Settlement represents a sound

exercise of the Debtors’ business judgment, is in the best interest of the Debtors’
Estates, complies with section 1123 of the Bankruptcy Code, and is approved
pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019.
9.2 Conditions Precedent to the Effective Date of the Plan. Notwithstanding any other
provision of the Plan or the Confirmation Order, the Effective Date of the Plan shall occur on the
first Business Day on which each of the following conditions has been satisfied or waived pursuant
to Section 9.3:
9.2.1 Confirmation Order and Affirmation Order. The Confirmation Order

shall have been submitted to the District Court for affirmation on or before June 30, 2021,
and the Affirmation Order in form and substance acceptable to each of the Plan Proponents
shall have been entered by the District Court, and the Confirmation Order and the
Affirmation Order shall have become Final Orders; provided, however, that, subject to
Section 10.10.1 with respect to the Cyprus Settlement, the Effective Date may occur at a
point in time when the Confirmation Order and/or the Affirmation Order are not Final
Orders at the sole option of the Plan Proponents unless the effectiveness of the
Confirmation Order or the Affirmation Order, as applicable, has been stayed or vacated, in
which case the Effective Date may be the first Business Day immediately following the
expiration or other termination of any stay of effectiveness of the Confirmation Order or
the Affirmation Order.
9.2.2 Sale Order. The Sale Order shall have (i) been entered on or before the
date the Confirmation Order is entered, and (ii) recognized by the Canadian Court in the
Canadian Proceeding on or before a date that is no later than fourteen (14) Business Days
after entry of the Sale Order by the Bankruptcy Court.
9.2.3 Talc Personal Injury Trust. The Talc Personal Injury Trust Assets shall,
simultaneously with the occurrence of the Effective Date or as otherwise provided herein,
be transferred to, vested in, and assumed by the Talc Personal Injury Trust in accordance
with Article IV of the Plan.
9.2.4 Plan Documents. The Talc Personal Injury Trust Agreement (and related
documents), and the other applicable Plan Documents necessary or appropriate to
implement the Plan shall have been executed, delivered and, where applicable, filed with
the appropriate governmental authorities.
9.2.5 Allowed Non-Talc Claims. The Reserves shall be adequately funded as

determined by each of the Plan Proponents so as to permit the Debtors to make
Distributions relating to Allowed Non-Talc Claims in accordance with the Plan.
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9.2.6 Imerys Contribution. Imerys S.A. shall have disbursed, or satisfied all
conditions of, the Imerys Contribution to the Debtors, the Reorganized North American
Debtors, or the Talc Personal Injury Trust, as applicable, in accordance with Article X
hereof.
9.2.7 United States Trustee’s Fees. The fees of the United States Trustee then
owing by the Debtors shall have been paid in full.
9.2.8 Ancillary Proceeding in Canada. The Canadian Court shall have entered
an order in the Canadian Proceeding recognizing the Confirmation Order in its entirety and
ordering the Confirmation Order and the Plan to be implemented and effective in Canada
in accordance with their terms.
9.3 Waiver of Conditions Precedent. To the greatest extent permitted by law, each of
the conditions precedent in this Article IX may be waived or modified, in whole or in part, but
only with the unanimous written consent of each of the Plan Proponents; provided, however, that
Section 9.2.1 can only be waived as provided therein. Any waiver or modification of a condition
precedent under this Section 9.3 may be effected at any time, without notice, without leave or order
of the Bankruptcy Court or District Court, and without any other formal action.
9.4 Notice of Effective Date. The Debtors shall file with the Bankruptcy Court a notice
of the occurrence of the Effective Date within five (5) Business Days thereafter, which notice shall
confirm that the foregoing conditions have been satisfied or waived.
ARTICLE X
MEANS FOR IMPLEMENTATION OF THE PLAN
10.1 General. On or after the Confirmation Date, each of the Plan Proponents shall be
empowered and authorized to take or cause to be taken, prior to the Effective Date, all actions
necessary to enable them to implement the provisions of the Plan on the Effective Date, including,
without limitation, the creation of the Talc Personal Injury Trust and the preparations for the
transfer of the Talc Personal Injury Trust Assets to the Talc Personal Injury Trust.
10.2 Operations of the Debtors Between Confirmation and the Effective Date. The
Debtors shall continue to operate as debtors and debtors-in-possession during the period from the
Confirmation Date through and until the Effective Date.
10.3 Charter and Bylaws.
10.3.1 From and after the Effective Date, each of the Reorganized North
American Debtors shall be governed pursuant to their respective Amended Charter
Documents. The Amended Bylaws and the Amended Certificates of Incorporation shall
contain such provisions as are necessary to satisfy the provisions of the Plan and, to the
extent necessary to prohibit the issuance of non-voting equity securities as required by
section 1123(a)(6) of the Bankruptcy Code, subject to further amendment of the Amended
Charter Documents after the Effective Date, as permitted by applicable law. On or prior
to the Effective Date, ITA will change its name to Ivory America, Inc. (or such other name
as set forth in the Amended Charter Documents), ITV will change its name to Ivory
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Vermont, Inc. (or such other name as set forth in the Amended Charter Documents), and
ITC will change its name to Ivory Canada, Inc. (or such other name as set forth in the
Amended Charter Documents).
10.3.2 From and after the Effective Date, Reorganized ITI shall continue to be
governed pursuant to its existing bylaws and certificate of incorporation.
10.4 Corporate Action. On the Effective Date, the matters under the Plan involving or
requiring corporate action of the Debtors, including, but not limited to, actions requiring a vote of
the boards of directors or shareholders and execution of all documentation incident to the Plan,
shall be deemed to have been authorized by the Confirmation Order and to have occurred and be
in effect from and after the Effective Date without any further action by the Bankruptcy Court or
the officers or directors of the Debtors.
10.5 Surrender of Existing Equity Interests. The Plan provides that holders of Equity
Interests in Class 6 shall be deemed to have surrendered such Equity Interests and other
documentation underlying such Equity Interests and all such surrendered Equity Interests and other
documentation shall be deemed to be canceled in accordance with Article III of the Plan.
10.6 Post-Effective Date Governance, Continued Existence of the Reorganized North

American Debtors, and the Reorganized North American Debtor Stock.
10.6.1 On the Effective Date, after the Reserves have been funded and all Talc
Personal Injury Trust Assets have been transferred to the Talc Personal Injury Trust (as
applicable): (a) all North American Debtor Stock will be canceled, and (b) simultaneously
with the cancellation of such shares, the North American Debtors will issue the
Reorganized North American Debtor Stock to the Talc Personal Injury Trust.
10.6.2 Except as otherwise provided herein or as may be provided in the Plan

Supplement or the Confirmation Order, each of the Reorganized North American Debtors
shall continue their existence as separate entities after the Effective Date, with all the
powers thereof, pursuant to the applicable law in the jurisdiction in which each
Reorganized North American Debtor is incorporated and pursuant to the Amended Charter
Documents and any other formation documents in effect following the Effective Date, and
such documents are deemed to be adopted pursuant to the Plan and require no further action
or approval.
10.6.3 On the Effective Date, the officers and directors of the Reorganized
North American Debtors shall consist of the individuals that will be identified in the Plan
Supplement.
10.6.4 Except as otherwise provided in the Plan or any agreement, instrument,

or other document incorporated in the Plan or the Plan Supplement, on the Effective Date,
all property in the Reorganized North American Debtors’ Estates other than property
constituting Talc Personal Injury Trust Assets, including, but not limited to, all North
American Debtor Causes of Action and any property acquired by the North American
Debtors pursuant to the Plan, shall vest in the Reorganized North American Debtors, free
and clear of all Claims, interests, Liens, other Encumbrances, and liabilities of any kind.
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On and after the Effective Date, except as otherwise provided in the Plan, the Reorganized
North American Debtors may operate their businesses and may use, acquire, or dispose of
property and compromise or settle any Claims, interests, or North American Debtor Causes
of Action without supervision or approval by the Bankruptcy Court, or notice to any other
Entity, and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
10.6.5 On the Effective Date, and if applicable, pursuant to sections 1141(b) and
1141(c) of the Bankruptcy Code, all assets of the North American Debtors that constitute
Talc Personal Injury Trust Assets shall vest in the Talc Personal Injury Trust pursuant to
the terms of the Plan. The Talc Personal Injury Trust shall own such assets, as of the
Effective Date, free and clear of all Claims, interests, Liens, other Encumbrances, and
liabilities of any kind.
10.7 Post-Effective Date Governance and Continued Existence of Reorganized ITI.
10.7.1 On the Effective Date, Reorganized ITI shall remain a direct subsidiary
of Mircal Italia and all Equity Interests in ITI shall be reinstated. On the Effective Date,
(i) Imerys S.A. and ITI shall also issue the Talc PI Note to the Talc Personal Injury Trust,
and (ii) Mircal Italia shall execute the Talc PI Pledge Agreement.
10.7.2 Except as otherwise provided herein or as may be provided in the Plan

Supplement or the Confirmation Order, Reorganized ITI shall continue to exist after the
Effective Date as a separate corporate entity from each of the Reorganized North American
Debtors, with all the powers thereof, pursuant to the applicable law in the jurisdiction in
which Reorganized ITI is incorporated and pursuant to its existing bylaws and certificate
of incorporation and any other formation documents in effect prior to the Petition Date,
and such documents are deemed to be adopted pursuant to the Plan and require no further
action or approval.
10.7.3 Except as otherwise provided in the Plan or any agreement, instrument,

or other document incorporated in the Plan or the Plan Supplement, on the Effective Date,
all property in ITI’s Estate, all ITI Causes of Action, and any property acquired by ITI
pursuant to the Plan, shall vest in Reorganized ITI, free and clear of all Claims, interests,
Liens, other Encumbrances, and liabilities of any kind. On and after the Effective Date,
except as otherwise provided in the Plan, Reorganized ITI may operate its business and
may use, acquire, or dispose of property and compromise or settle any Claims, interests, or
ITI Causes of Action without supervision or approval by the Bankruptcy Court, or notice
to any other Entity, and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.
10.8 Imerys Settlement.
10.8.1 Compromise and Settlement of Claims.
10.8.1.1 Pursuant to section 1123(b)(3)(A) of the Bankruptcy Code

and Bankruptcy Rule 9019 and in consideration of the distributions and other
benefits provided under the Plan, the provisions of the Plan effect a compromise
and settlement of all Imerys Released Claims against the Imerys Protected Parties,
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and the Plan constitutes a request for the Bankruptcy Court to authorize and approve
the Imerys Settlement, to release all of the Imerys Released Claims, including,
without limitation, the Estate Causes of Action, against each of the Imerys
Protected Parties.
10.8.1.2 As further described in the Disclosure Statement, the

provisions of the Plan (including the release and injunctive provisions contained in
Article XII of the Plan) and the other documents entered into in connection with
the Plan constitute a good faith compromise and settlement among the Plan
Proponents of Claims and controversies among such parties. The Plan, including
the explanation set forth in the Disclosure Statement, shall be deemed a motion to
approve the Imerys Settlement and the good faith compromise and settlement of all
of the Claims and controversies described in the Plan pursuant to Bankruptcy Rule
9019, and entry of the Confirmation Order shall constitute the Bankruptcy Court’s
approval of the Imerys Settlement under section 1123 of the Bankruptcy Code and
Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that the Imerys
Settlement is fair, equitable, reasonable, and in the best interests of the Debtors and
their Estates. Entry of the Confirmation Order shall confirm the Bankruptcy
Court’s approval, as of the Effective Date of the Plan, of all components of the
Imerys Settlement and the Bankruptcy Court’s finding that the Imerys Settlement
is in the best interests of the Debtors, their respective Estates, and is fair, equitable
and reasonable.
10.8.1.3 Upon (i) satisfaction of all conditions of the Imerys

Contribution in accordance with the terms of the Plan, (ii) the funding of the
Reserves from Cash on hand and/or the Imerys Cash Contribution, and (iii) the
transfer of the Talc Personal Injury Trust Assets to the Talc Personal Injury Trust,
the Plan shall be deemed to be substantially consummated, notwithstanding any
contingent obligations arising from the foregoing. For the avoidance of doubt,
Imerys S.A.’s satisfaction of the Imerys Contribution is on behalf of itself and the
other Imerys Protected Parties.
10.8.2 Imerys Contribution.
10.8.2.1 Imerys Settlement Funds. On, prior to, or as soon as

reasonably practicable after the Effective Date, the Imerys Non-Debtors will
contribute, or cause to be contributed, the Imerys Settlement Funds to the Debtors
or the Reorganized Debtors, as applicable, which the Debtors or the Reorganized
Debtors, as applicable, will contribute to the Talc Personal Injury Trust upon
receipt. For the avoidance of doubt, the proceeds from the Sales will be paid by the
Buyer to the North American Debtors or the Reorganized North American Debtors,
as applicable, upon the close of the Sales.
10.8.2.2 Imerys Cash Contribution. On or prior to the Effective Date,

the Imerys Non-Debtors will contribute, or cause to be contributed, the following
to the Debtors or the Reorganized Debtors, as applicable (the “Imerys Cash
Contribution”):
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a. the balance of the Intercompany Loan to fund administrative

expenses during the pendency of the Chapter 11 Cases, as well as certain of
the Reserves (with any remaining balance of the Intercompany Loan not
otherwise used to fund the Reserves or pay administrative expenses to be
contributed to the Talc Personal Injury Trust on or as soon as reasonably
practicable after the Effective Date);
b. $5 million (less any amounts already paid and noted in an

accounting to the Tort Claimants’ Committee and the FCR) for payment of
Allowed Claims in Class 3a through inclusion in the Reorganized North
American Debtor Cash Reserve or the Disputed Claims Reserve, as
applicable (with any remaining balance of the $5 million not otherwise used
to fund the Reorganized North American Debtor Cash Reserve or the
Disputed Claims Reserve, as applicable, to be contributed to the Talc
Personal Injury Trust on or as soon as reasonably practicable after the
Effective Date) (the “Unsecured Claim Contribution”); and
c. the lesser of (x) $15 million and (y) fifty percent (50%) of
the sum of (I) any administrative expenses paid by the Debtors with the
proceeds of the DIP Facility plus (II) any administrative expenses paid by
the Debtors from the Sale Closing Date through the Effective Date plus (III)
any amounts necessary to fund all reserves, costs or expenses required in
connection with the Debtors’ emergence from bankruptcy separate from the
Unsecured Claim Contribution (the “Contingent Contribution”); provided
that if the Plan is confirmed before June 25, 2021 and the Sale does not
close before the Effective Date (such that the DIP Facility Claims have been
satisfied in full from the Sale Proceeds and discharged in accordance with
the DIP Loan Documents), then (A) the outstanding principal amount of
any DIP Loans (excluding any PIK Interest (as defined in the DIP Loan
Documents)) shall be applied as a dollar-for-dollar reduction of the amount
of the Contingent Contribution required to be contributed by Imerys S.A. to
the Debtors or the Reorganized Debtors (in an amount not to exceed
$15,000,000), and (B) the remaining outstanding principal amount of any
DIP Loans (excluding any PIK Interest), after giving effect to the
application in clause (A) above, shall be applied as a dollar-for dollar
reduction of the $75 million in Cash that is part of the Imerys Settlement
Funds.
10.8.2.3 Talc Trust Contribution. On or prior to the Effective Date,

the Imerys Non-Debtors have agreed to contribute, or cause to be contributed, the
following to the Talc Personal Injury Trust (the “Talc Trust Contribution”):
a. rights and interests of the Imerys Non-Debtors to the

proceeds of the Shared Talc Insurance Policies and all rights against third
parties held by the Imerys Non-Debtors relating to Talc Personal Injury
Claims, including any related indemnification rights, which for the
avoidance of doubt include the J&J Indemnification Obligations, each of
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which is to be identified in the Plan Supplement (the “Contributed

Indemnity and Insurance Interests”); and
b. the Talc PI Pledge Agreement.
10.8.2.4 Additional Contribution. On or prior to the Effective Date,

the Imerys Non-Debtors have agreed to take the following actions (the “Additional
Contribution,” and together with the Imerys Settlement Funds, the Imerys Cash
Contribution, and the Talc Trust Contribution, the “Imerys Contribution”):
a. waive all Non-Debtor Intercompany Claims against the

Debtors; and
b. unless otherwise assumed by the Buyer, assume any Pension

Liabilities of the North American Debtors through and after the Effective
Date of the Plan.
10.8.3 Cooperation Agreement. The Debtors, the Imerys Non-Debtors, and the
Talc Personal Injury Trust shall enter into the Cooperation Agreement, which shall be
included in the Plan Supplement.
10.9 Rio Tinto/Zurich Settlement.

and Bankruptcy Rule 9019 and in consideration of the Rio Tinto/Zurich
Contribution and other benefits provided pursuant to the Rio Tinto/Zurich
Settlement, the provisions of the Plan effect a compromise and settlement of all Rio
Tinto/Zurich Released Claims against the Rio Tinto Protected Parties and the
Zurich Protected Parties as provided in Section 12.2.1(c) of the Plan, and the Plan
constitutes a request for the Bankruptcy Court to authorize and approve the Rio
Tinto/Zurich Settlement and to release all of the Rio Tinto/Zurich Released Claims
as provided in Section 12.2.1(c) of the Plan.
10.9.1.2 The provisions of the Plan (including the release and

injunctive provisions contained in Article XII of the Plan) and the other documents
entered into in connection with the Plan constitute a good faith compromise and
settlement among: (i) Rio Tinto, on behalf of itself and the Rio Tinto Captive
Insurers, and for the benefit of the Rio Tinto Protected Parties, and Zurich, on behalf
of itself and for the benefit of the Zurich Protected Parties, on the one hand, and
(ii) the Debtors, on the other hand, and consented to by the Tort Claimants’
Committee and the FCR, of claims and controversies among such parties. The Plan,
including the explanation set forth in the Disclosure Statement, shall be deemed a
motion to approve the Rio Tinto/Zurich Settlement, including the Rio Tinto/Zurich
Settlement Agreement, and the good faith compromise and settlement of all of the
claims and controversies described in the Plan pursuant to Bankruptcy Rule 9019,
and entry of the Confirmation Order shall constitute the Bankruptcy Court’s
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approval of the Rio Tinto/Zurich Settlement under section 1123 of the Bankruptcy
Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that
the Rio Tinto/Zurich Settlement is (i) fair, equitable, reasonable, and in the best
interests of the Debtors and their Estates and (ii) fair and equitable with respect to
the persons who might subsequently assert Talc Personal Injury Demands, in light
of the benefits provided, or to be provided, to the Talc Personal Injury Trust by and
on behalf of the Rio Tinto Protected Parties and the Zurich Protected Parties.
10.9.2 Rio Tinto/Zurich Settlement Contributions.
10.9.2.1 Rio Tinto/Zurich Contribution. Rio Tinto and Zurich will

make the following contributions, on behalf of themselves and (in the case of Rio
Tinto) on behalf of the Rio Tinto Captive Insurers and for the benefit of the Rio
Tinto Protected Parties and (in the case of Zurich) for the benefit of the Zurich
Protected Parties, to the Talc Personal Injury Trust, to be used for the payment of
Talc Personal Injury Claims in accordance with the Trust Distribution Procedures
and the Talc Personal Injury Trust Agreement:
a. Zurich Cash Contribution. On or prior to the date that is

thirty (30) days after the Rio Tinto/Zurich Trigger Date, Zurich will
b. Rio Tinto Cash Contribution. On or prior to the date that is

fourteen (14) days after the Rio Tinto/Zurich Trigger Date, Rio Tinto will
c. Rio Tinto/Zurich Credit Contribution. On the Rio

Tinto/Zurich Trigger Date, or as soon as reasonably practicable thereafter
(not to exceed three (3) Business Days), the appropriate Rio Tinto Corporate
Parties and the appropriate Zurich Corporate Parties shall each execute and
deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to
the Talc Personal Injury Trust, an assignment to the Talc Personal Injury
Trust of (i) all of their rights to or claims for indemnification, contribution
(whether via any “other insurance” clauses or otherwise), or subrogation
against any Person relating to the payment or defense of any Talc Personal
Injury Claim or any past talc-related claim against the Debtors prior to the
Effective Date (the “Credits”), and (ii) all of their other rights to or claims
clauses or otherwise), or subrogation against any Person relating to any Talc
Personal Injury Claim (the “Future Credits”) (together, (i) and (ii), the
“Rio Tinto/Zurich Credit Contribution”), provided, however, that any
such claims for Credits or Future Credits against a Protected Party shall be
subject to the Channeling Injunction, and nothing herein shall impact the
injunctions and releases otherwise inuring to the benefit of the Protected
Parties under the terms of the Plan. Notwithstanding anything else
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contained in this Section 10.9.2.1(c), the Rio Tinto Corporate Parties and
the Zurich Corporate Parties shall retain, and shall not transfer to the Talc
Personal Injury Trust, all rights of the Rio Tinto Corporate Parties and the
Zurich Corporate Parties against their reinsurers and/or retrocessionaires, in
their capacity as such.
10.9.3 Rio Tinto/Zurich Settlement Agreement.
10.9.3.1 Pursuant to the Rio Tinto/Zurich Settlement Agreement,

Zurich will acquire any and all rights of the Debtors in the Zurich Policies, free and
clear of any right, title, or interest of any other Entity, pursuant to sections 363(b)
and 363(f) of the Bankruptcy Code. Further, the Rio Tinto Captive Insurers will
acquire any and all rights of the Debtors in the Rio Tinto Captive Insurer Policies,
free and clear of any right, title, or interest of any other Entity, pursuant to sections
363(b) and 363(f) of the Bankruptcy Code.
10.9.3.2 Confirmation of the Plan will constitute approval of the Rio

Tinto/Zurich Settlement Agreement pursuant to section 363 of the Bankruptcy
Code and Bankruptcy Rule 9019 and a finding that the Rio Tinto Captive Insurers
and Zurich are good-faith purchasers entitled to the protections of section 363(m)
10.9.3.3 For the avoidance of doubt, the Plan Proponents, on the one
hand, and Rio Tinto and Zurich, on the other hand, acknowledge that the Zurich
Policies in effect from May 2001 through May 2008 are exhausted.
10.9.4 Withdrawal of Claims. On the Rio Tinto/Zurich Trigger Date, any and
all Claims that the Rio Tinto Corporate Parties or the Zurich Corporate Parties have
asserted or that have been asserted on their behalf in the Chapter 11 Cases shall be deemed
withdrawn with prejudice. Further, the Rio Tinto Protected Parties and the Zurich
Protected Parties shall not file or assert any additional Claims against any of the Debtors
arising from any Debtor’s conduct prior to the Confirmation Date.
10.9.5 Cooperation. Rio Tinto and Zurich shall use reasonable efforts to assist
and cooperate with the Talc Personal Injury Trust, Talc Trustees, Talc Trust Advisory
Committee, and FCR to pursue the Credits, as set forth in the Rio Tinto/Zurich Settlement
Agreement.
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10.9.6 Releases and Injunctions. Notwithstanding anything to the contrary set

forth in the Plan or elsewhere, the Injunctions and the releases contained in Article XII of
the Plan shall not be effective as to the Rio Tinto Protected Parties, the Rio Tinto Captive
Insurers, and the Zurich Protected Parties (as applicable) until the Rio Tinto/Zurich
Contribution has been made to the Talc Personal Injury Trust in accordance with Section
10.9.2.1 of the Plan.
10.10 Cyprus Settlement.
10.10.1 Conditions to Effectiveness of the Cyprus Settlement and the Cyprus

Contribution. The Cyprus Settlement shall not be effective and binding upon the Debtors,
the Cyprus Parties, the Tort Claimants’ Committee, or the FCR unless each of the following
conditions has been satisfied or waived by the Debtors, the Tort Claimants’ Committee,
the FCR, and the Cyprus Parties, as applicable:
a. the Bankruptcy Court enters the Section 105 Injunction by

February 28, 2021;
b. approval by the Bankruptcy Court of the Plan, including

approval of the Cyprus Settlement, by June 30, 2021;
c. approval by a bankruptcy court of the Cyprus Mines Plan,

including approval of the Cyprus Settlement, by September 30, 2021;
d. the Affirmation Order shall have been entered by the District

Court with respect to the Plan and shall have become a Final Order;
e. an affirmation order shall have been entered by the District

Court with respect to the Cyprus Mines Plan and shall have become a Final
Order; and
f. satisfaction of other conditions precedent set forth in

Section 9.2 of the Plan, as well as substantially similar conditions in the
Cyprus Mines Plan.

and Bankruptcy Rule 9019 and in consideration of the Cyprus Contribution and
other benefits provided pursuant to the Cyprus Settlement, the provisions of the
Plan effect a compromise and settlement of all Cyprus Released Claims against the
Cyprus Protected Parties as provided in Section 12.2.1(d) of the Plan, and the Plan
constitutes a request for the Bankruptcy Court to authorize and approve the Cyprus
Settlement and to release all of the Cyprus Released Claims as provided in
Section 12.2.1(d) of the Plan.
10.10.2.2 The provisions of the Plan (including the release and

injunctive provisions contained in Article XII of the Plan) and the other documents
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entered into in connection with the Plan constitute a good faith compromise and
settlement between and among: (i) Cyprus Mines, CAMC, and Freeport on behalf
of themselves and for the benefit of the Cyprus Protected Parties, (ii) the Debtors
and their Estates, (iii) the Tort Claimants’ Committee, and (iv) the FCR of claims
and controversies between and among such parties, including, without limitation,
all Estate Causes of Action against any Cyprus Protected Party based on theories
of veil-piercing, successor liability, alter ego, conspiracy, or any other theory that
could be asserted by the Debtors’ Estates. The Plan, including the explanation set
forth in the Disclosure Statement, shall be deemed a motion to approve the Cyprus
Settlement, including the Cyprus Settlement Agreement, and the good faith
compromise and settlement of all of the claims and controversies described in the
Plan pursuant to Bankruptcy Rule 9019, and entry of the Confirmation Order shall
constitute the Bankruptcy Court’s approval of the Cyprus Settlement under section
1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by
the Bankruptcy Court that the Cyprus Settlement is (i) fair, equitable, reasonable,
and in the best interests of the Debtors and their Estates and (ii) fair and equitable
with respect to the persons who might subsequently assert Talc Personal Injury
Demands, in light of the benefits provided, or to be provided, to the Talc Personal
Injury Trust by and on behalf of the Cyprus Protected Parties.
10.10.2.3 For the avoidance of doubt, none of (i) the Bankruptcy

Court’s approval of the Plan or the Plan Documents, (ii) the Confirmation Order or
any findings and conclusions entered with respect to confirmation, nor (iii) any
estimation or valuation of any Claims, either individually or in the aggregate in the
Chapter 11 Cases shall, absent occurrence of the Cyprus Trigger Date, affect or
impair any Cyprus Protected Party’s rights, causes of action or claims against J&J,
including any J&J Indemnification Obligations held by any Cyprus Protected
Parties.
10.10.3 Cyprus Document Access Agreement. On the Cyprus Trigger Date,

Cyprus Mines, CAMC, and the Talc Personal Injury Trust shall enter into a document
access agreement as described in the Cyprus Settlement Agreement.
10.10.4 Cyprus Cooperation. As more fully described in the Cyprus Settlement

Agreement, the Cyprus Protected Parties shall assist and cooperate with the Talc Personal
Injury Trust as may be reasonably necessary for the pursuit of coverage under the Cyprus
Talc Insurance Policies, including with respect to the California coverage action, styled as
Columbia Casualty Co., et al. v. Cyprus Mines Corp., et al., No. CGC-17-560919 (Cal.
Super. Ct.). Such assistance shall include, but not be limited to, using commercially
reasonable efforts to provide all information and documentation reasonably necessary to
assert all rights under the Cyprus Talc Insurance Policies including: (a) non-privileged
communications with the insurers regarding the Cyprus Talc Insurance Policies; (b)
documents sufficient to show, and proof of, all amounts paid under the Cyprus Talc
Insurance Policies, including for defense costs, judgments, or settlements of claims; and
(c) non-privileged communications with other third parties relating to the Cyprus Talc
Insurance Policies, any rights thereunder, or any claims or defenses related thereto. For
the avoidance of doubt, nothing in this Section 10.10.4 shall require any of the Cyprus
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Protected Parties to take any action that would expose them to liability, including for breach
of confidentiality obligations.
10.10.5 Cyprus Contribution. Subject to the terms of the Cyprus Mines Plan and
the Cyprus Settlement Agreement, and subject to the occurrence of the Cyprus Trigger
Date, the Cyprus Protected Parties will make the following contributions (the “Cyprus
Contribution”) to the Talc Personal Injury Trust, to be used for the payment of Talc
Personal Injury Claims in accordance with the Trust Distribution Procedures and the Talc
Personal Injury Trust Agreement:
a. Cash Payments from CAMC. Pursuant to an unsecured

seven-year promissory note, issued by CAMC for and on behalf of itself,
Cyprus Mines, and all other Cyprus Protected Parties, in favor of the Talc
Personal Injury Trust, with a stated principal amount of $130 million as of
the Cyprus Trigger Date, CAMC will pay a total of $130 million to the Talc
Personal Injury Trust via wire transfers in seven installments (the “CAMC
Cash Payments”). The first three payments shall each consist of $21.67
million and shall total $65 million. The next four payments shall each
consist of $16.25 million and shall total $65 million. Each payment shall
be made no later than as set forth in the following schedule:
• Within thirty (30) days after the Cyprus Trigger Date: $21.67
million (the “First Installment”);
• 5 year anniversary of the First Installment: $16.25 million; and
• 6 year anniversary of the First Installment: $16.25 million.
b. Freeport Guarantee. Freeport shall provide a guarantee of

the CAMC Cash Payments, and shall be subject to a minimum liquidity
covenant of not less than $500 million tested as of the end of each of its
fiscal quarters. If Freeport fails to meet such covenant in respect of any
fiscal quarter before CAMC has paid the $130 million in full, Freeport will
post security in favor of the Talc Personal Injury Trust in respect of the
Cyprus Parties’ obligations under Section 10.10.5(a) in the form of a
performance bond, letter of credit, or other similar instrument for all
remaining cash payments. For purposes of this Section 10.10.5(b),
“liquidity” means the sum of unrestricted cash of Freeport and its
consolidated subsidiaries as of the applicable test date, plus availability
under Freeport’s revolving credit facilities at such time.
c. Insurance and Other Rights. Upon the occurrence of the

Cyprus Trigger Date, and in accordance with the terms of the Cyprus
Settlement Agreement: (I) the Cyprus Protected Parties will assign the
Cyprus Talc Insurance Policy Rights to the Talc Personal Injury Trust; and
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(II) the Talc Personal Injury Trust will assume all present and future
obligations associated with recovering proceeds under the Cyprus Talc
Insurance Policies; provided that solely to the extent that the Talc Personal
Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound
by the PDC Agreement, the Talc Personal Injury Trust shall abide by the
terms of the PDC Agreement; provided further that unless otherwise stated
in the Plan or the Cyprus Settlement Agreement, such obligations shall not
include any obligations undertaken by any Cyprus Protected Party in any
settlement agreement or other contract compromising or releasing any
rights under any Cyprus Talc Insurance Policy.
d. Indemnification, Contribution, and Subrogation Rights.

Upon the occurrence of the Cyprus Trigger Date, and in accordance with
the terms of the Cyprus Settlement Agreement, the appropriate Cyprus
Protected Parties shall each execute and deliver to the Talc Personal Injury
Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an
assignment to the Talc Personal Injury Trust of: (i) all of their rights to or
claims for indemnification, contribution (whether via any “other insurance”
relating to the payment or defense of any Talc Personal Injury Claim or
other past talc-related claim channeled to the Talc Personal Injury Trust
prior to the Cyprus Trigger Date (the “Cyprus Credits”), and (ii) all of their
rights to or claims for indemnification, contribution (whether via any “other
insurance” clauses or otherwise), reimbursement, or subrogation against
any Person relating to any other Talc Personal Injury Claim or other claims
channeled to the Talc Personal Injury Trust (the “Cyprus Future
Credits”); provided, however, that the assertion of the Cyprus Credits or
Cyprus Future Credits against a Protected Party shall be subject to the
Channeling Injunction and nothing herein shall impact the injunctions and
releases otherwise inuring to the benefit of the Cyprus Protected Parties
under the terms of the Plan or the Cyprus Mines Plan; provided further that,
for the avoidance of doubt, the foregoing shall not include, and the
assignment of such rights shall not impair, the rights of any Talc Insurance
Company.
10.10.6 Dismissal of Actions, Stays of Proceedings, and Release of Claims.
10.10.6.1 On and after December 22, 2020, (a) the Cyprus Protected
Parties shall stay and cease prosecuting all adversary proceedings, proofs of claim,
objections, discovery demands and discovery disputes, and any other litigation
against the Debtors, the Tort Claimants’ Committee, and the FCR, and (b) the
Debtors, the Tort Claimants’ Committee, and the FCR shall stay and cease
prosecuting all adversary proceedings, proofs of claim, objections, discovery
demands and discovery disputes, and any other litigation against the Cyprus
Protected Parties; provided that the Debtors shall be permitted to file a proof of
claim in the Cyprus Mines Bankruptcy solely to preserve their rights pending the
Cyprus Trigger Date; provided further that, for the avoidance of doubt, the filing
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of the Plan shall not stay, delay, or otherwise prevent the adjudication of any
adversary proceedings or claims of the Cyprus Protected Parties against J&J.
10.10.6.2 Upon occurrence of the Cyprus Trigger Date, (a) the Cyprus
Protected Parties shall release, dismiss and withdraw all claims against the Debtors,
the Tort Claimants’ Committee, and the FCR directly or indirectly arising out of,
with respect to, or in any way relating to any Talc Personal Injury Claim, including
without limitation all indemnity claims, and (b) the Debtors, the Tort Claimants’
Committee, and the FCR shall release, dismiss and withdraw all claims against
Cyprus Mines and the Cyprus Protected Parties directly or indirectly arising out of,
with respect to, or in any way relating to any Talc Personal Injury Claim, including
without limitation all indemnity claims. For the avoidance of doubt, the foregoing
dismissals and withdrawals shall be without prejudice to re-filing, and all releases
shall be void and all released claims may be reinstated, if and only if the Affirmation
Order or the affirmation order in the Cyprus Mines Bankruptcy is successfully
challenged on appeal.
10.10.6.3 Solely in the event the conditions to effectiveness described

in Section 10.10.1 do not occur and are not waived, the stay in Section 10.10.6.1
shall be lifted and the Cyprus Protected Parties, on the one hand, and the Debtors,
on the other hand: (a) shall be fully entitled to prosecute and seek recovery on all
claims against one another, including under the Trust Distribution Procedures (as
applicable), and in the interim may take any necessary action to avoid forfeitures
or waivers of such claims; and (b) may opt out of any consensual release in the
respective plans.
10.10.6.4 In no event shall any party be deemed to have released any

other party for breach of agreements adopted pursuant to the Cyprus Settlement.
10.10.7 Releases and Injunctions.
10.10.7.1 The Injunctions and the releases contained in Article XII of

the Plan shall not be effective as to the Cyprus Protected Parties until the Cyprus
Trigger Date.
10.10.7.2 Pursuant to the Cyprus Settlement, the Cyprus Mines Plan

will protect the Debtors with releases and injunctions substantially equivalent to
those received by the Cyprus Parties under the terms of the Plan, which shall be
effective as of the Cyprus Trigger Date.
10.10.7.3 The releases and Injunctions contained in the Plan and the
Confirmation Order with respect to the Cyprus Protected Parties shall dissolve
immediately should any of the CAMC Cash Payments (or, pursuant to the
guarantee, any payments from Freeport) not be received by the Talc Personal Injury
Trust within thirty (30) days of a true and accurate written notice from the Talc
Personal Injury Trust to CAMC and Freeport that such payment was due and not
made by the deadline set forth in Section 10.10.5(a).
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10.10.8 Form of Certain Documents.
10.10.8.1 This plan of reorganization shall be in form and substance

acceptable to CAMC and Cyprus Mines, respectively and as applicable, with
respect to any provision that is material to CAMC’s or Cyprus Mines’ rights and
obligations in connection with the Cyprus Settlement.
10.10.8.2 The Affirmation Order and the Confirmation Order shall be

in form and substance acceptable to CAMC and Cyprus Mines, respectively and as
applicable, with respect to any provision that is material to CAMC’s or Cyprus
Mines’ rights and obligations in connection with the Cyprus Settlement.
10.10.8.3 The Cyprus Mines Plan, proposed confirmation order and

proposed affirmation order shall be in form and substance acceptable to the Debtors
and the Imerys Plan Proponents, respectively and as applicable, with respect to any
provision that is material to the Debtors’ or the Imerys Plan Proponents’ rights and
obligations in connection with the Cyprus Settlement.
10.10.9 Allocation of the Cyprus Contribution.
10.10.9.1 The Tort Claimants’ Committee has proposed the following

allocation of the Cyprus Contribution after extensive internal deliberations: (a) 55%
will be allocated to Mesothelioma Claimants; and (b) 45% will be allocated to
Ovarian Cancer Claimants. As between the Ovarian Cancer Claimants, 30.15% of
the Cyprus Contribution will be allocated to and become part of Fund A and 14.85%
of the Cyprus Contribution will become part of Fund C. The FCR continues to
examine the proposed allocation. Solely for purposes of this negotiated allocation,
the Cyprus Contribution is deemed to include all rights and obligations under the
Cyprus Talc Insurance Policies. For the avoidance of doubt, nothing in the Plan
Documents shall be interpreted as an admission, or adjudication on the merits of
any disputed issue related to the Cyprus Talc Insurance Policies, including, but not
limited to, the disputed rights at issue in the Cyprus Insurance Adversary
Proceeding (as defined in the Disclosure Statement).
10.10.9.2 Consummation of the proposed allocation of the Cyprus

Contribution remains subject to: (i) approval of any tort claimants’ committee to be
appointed in the Cyprus Mines Bankruptcy; (ii) approval of any future claimants’
representative to be appointed in the Cyprus Mines Bankruptcy; (iii) approval by
the Bankruptcy Court in the Debtors’ Chapter 11 Cases; (iv) approval by the
bankruptcy court in the Cyprus Mines Bankruptcy; (v) the Effective Date; and (vi)
the Cyprus Trigger Date.
10.10.9.3 The final allocation will be served on any party that has filed
an appearance requesting notices in the Chapter 11 Cases and any party that
receives a Ballot (as defined in the Voting Procedures) to vote in the Chapter 11
Cases. The Trust Distribution Procedures may be amended as appropriate to
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address the Cyprus Contribution and the Cyprus Mines Plan, as set forth in footnote
1 therein.
10.10.9.4 Capitalized terms used in this Section 10.10.9 and not

otherwise defined herein, have the meanings ascribed to them in the Trust
10.11 Good Faith Compromise and Settlement. The Plan (including its incorporation of
the Imerys Settlement, the Rio Tinto/Zurich Settlement, and the Cyprus Settlement), the Plan
Documents, and the Confirmation Order constitute a good faith compromise and settlement of
Claims and controversies based upon the unique circumstances of these Chapter 11 Cases, and
none of the foregoing documents, the Disclosure Statement, or any other papers filed in furtherance
of Plan Confirmation, nor any drafts of such documents, may be offered into evidence or deemed
as an admission in any context whatsoever beyond the purposes of the Plan, in any other litigation
or proceeding, except as necessary, and as admissible in such context, to enforce their terms before
the Bankruptcy Court or any other court of competent jurisdiction. The Plan, the Imerys
Settlement, the Plan Documents, and the Confirmation Order will be binding as to the matters and
issues described therein, but will not be binding with respect to similar matters or issues that might
arise in any other litigation or proceeding in which none of the Debtors, the Reorganized Debtors,
the Imerys Protected Parties, or the Talc Personal Injury Trust is a party. The Plan, the Rio
Tinto/Zurich Settlement, the Cyprus Settlement, the Plan Documents, and the Confirmation Order
will be binding as to the matters and issues described therein, but will not be binding with respect
to similar matters or issues that might arise in any other litigation or proceeding in which none of
the Debtors, the Reorganized Debtors, the Rio Tinto Protected Parties, the Zurich Protected Parties,
the Cyprus Protected Parties, or the Talc Personal Injury Trust is a party.
10.12 Resolution of Talc Personal Injury Claims. Talc Personal Injury Claims shall be
channeled to and resolved by the Talc Personal Injury Trust in accordance with the Trust
Distribution Procedures, as applicable, subject to: (a) the right of any Talc Insurance Company to
raise any valid Talc Insurer Coverage Defense in response to a demand by the Talc Personal Injury
Trust that such insurer handle, defend, or pay any such claim; and (b) the right of J&J, as
indemnitor, to raise any valid J&J Indemnification Defense in response to a demand by the Talc
Personal Injury Trust that J&J handle, defend, or pay any such claim.
10.13 Sources of Consideration for Plan Distributions.
10.13.1 North American Debtor Claims. All Cash consideration necessary for
payments or distributions on account of the North American Debtor Claims shall be
obtained from (i) the Cash on hand of the North American Debtors on the Effective Date,
including Cash derived from business operations, (ii) the Sale Proceeds, and (iii) the Imerys
Cash Contribution.
10.13.2 Talc Personal Injury Claims. All Cash consideration necessary for
payments or distributions on account of Talc Personal Injury Claims shall be obtained from
(i) the Cash on hand of the North American Debtors on the Effective Date, including Cash
derived from business operations, other than the Cash placed in the Reserves, if any, (ii) the
Imerys Settlement Funds, (iii) the amount of the Imerys Cash Contribution, after such funds
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have been disbursed in accordance with Section 10.8.2; (iv) all Cash remaining in the
Reserves, if applicable, as set forth in Section 10.14 of the Plan; (v) all proceeds from the
Talc Personal Injury Trust Assets; (vi) the Rio Tinto/Zurich Contribution; and (vii) the
Cyprus Contribution upon the occurrence of the Cyprus Trigger Date.
10.13.3 ITI Claims. All Cash consideration necessary for payments or

distributions under the Plan on account of ITI Claims, for the avoidance of doubt, other
than Talc Personal Injury Claims, shall be obtained from the Cash on hand at Reorganized
ITI.
10.13.4 Transfer of Funds Between the North American Debtors. The North
American Debtors will be entitled to transfer funds between and among themselves as they
determine to be necessary or appropriate to enable them to satisfy their obligations under
the Plan; provided that any transfer of funds from ITC to another North American Debtor
shall be subject to review by the Information Officer. Except as set forth therein, 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.
10.13.5 Funding by the Talc Personal Injury Trust. The Talc Personal Injury
Trust shall have no obligation to fund costs and expenses other than those set forth in the
Plan and/or the Talc Personal Injury Trust Documents, as applicable.
10.14 Transfer of Remaining North American Debtors’ Assets to the Talc Personal Injury
Trust.
10.14.1 After (i) all Disputed Claims against the North American Debtors have
been resolved, and (ii) all Distributions required to be made by the Reorganized North
American Debtors under the Plan have been made, all Cash remaining in the Disputed
Claims Reserve shall be disbursed to the Talc Personal Injury Trust, in accordance with
10.14.2 Upon the final resolution of all Claims against and obligations of the
Reorganized North American Debtors, all Cash remaining in the Reorganized North
American Debtor Cash Reserve shall be disbursed to the Talc Personal Injury Trust.
10.14.3 Any remaining balance in the Fee Claim Reserve and the Administrative
Claim Reserve shall be disbursed to the Talc Personal Injury Trust subject to and in
accordance with Sections 2.1 and 2.3 of the Plan.
10.15 Modification of the Plan. To the extent permissible under section 1127 of the
Bankruptcy Code, any proposed amendments to or modifications of the Plan under section 1127
of the Bankruptcy Code or as otherwise permitted by law will be submitted jointly by the Plan
Proponents, without additional disclosure pursuant to section 1125 of the Bankruptcy Code at any
time prior to substantial consummation of the Plan, unless section 1127 of the Bankruptcy Code
requires additional disclosure; provided that no such amendment or modification of the Plan that
adversely affects the rights or obligations of the Cyprus Protected Parties or the Rio Tinto Protected
Parties, as applicable, shall be permitted hereunder without the prior written consent of CAMC,
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Cyprus Mines, or Rio Tinto, as applicable. To the extent permissible under section 1127(b) of the
Bankruptcy Code, following substantial consummation of the Plan, the Reorganized Debtors may
remedy any defects or omissions or reconcile any inconsistencies in the Plan Documents for the
purpose of implementing the Plan in such manner as may be necessary to carry out the purposes
and intent of the Plan, so long as (a) the interests of the holders of Allowed Claims are not adversely
affected thereby; (b) any such modifications are non-material; (c) the Tort Claimants’ Committee
and the FCR or, following the Effective Date, the Talc Trust Advisory Committee and the FCR
consent; (d) Imerys S.A. consents; and (e) the United States Trustee does not object, unless such
objection is overruled by the Bankruptcy Court. Post-Effective Date, any holder of a Claim or
Equity Interest that has accepted the Plan shall be deemed to have accepted the Plan as amended,
modified or supplemented pursuant to this Section 10.15, unless the Bankruptcy Court rules
otherwise.
10.16 Revocation or Withdrawal of the Plan. The Debtors, with the consent of each of
the other Plan Proponents, reserve the right to revoke and withdraw the Plan prior to entry of the
Confirmation Order. If the Debtors, with the consent of each of the other Plan Proponents, revoke
or withdraw the Plan, the Plan shall be deemed null and void and nothing contained herein shall
be deemed to constitute a waiver or release of any Claims by or against such Debtor, or any other
Entity (including the Plan Proponents), or to prejudice in any manner the rights of such Debtor, or
such Entity (including the Plan Proponents) in any further proceedings involving such Debtor until
the occurrence of the Effective Date. For the avoidance of doubt, unless and until the Plan is
confirmed and the Effective Date occurs, the Plan will have no force or effect.
10.17 Certain Technical Modifications. Prior to the Effective Date, the Plan Proponents
collectively may make appropriate technical adjustments and modifications to the Plan without
further order or approval of the Bankruptcy Court, to the extent permissible under section 1127 of
the Bankruptcy Code; provided, however, that such technical adjustments and modifications do
not adversely affect in a material way the rights or protections of the Protected Parties or the
treatment of holders of Claims or Equity Interests under the Plan.
ARTICLE XI
EFFECT OF CONFIRMATION
11.1 Preservation of Certain Estate Causes of Action.
11.1.1 In accordance with section 1123(b) of the Bankruptcy Code, and except
where such Estate Causes of Action have been expressly released, the Reorganized Debtors
shall retain and may enforce all rights to commence and pursue, as appropriate, any and all
Non-Talc Causes of Action, whether arising before or after the Petition Date. Each
Reorganized Debtor’s right to commence, prosecute or settle such Non-Talc Causes of
Action shall be preserved notwithstanding the occurrence of the Effective Date. The
Reorganized Debtors may pursue the Non-Talc Causes of Action, as appropriate, in
accordance with the best interests of the Reorganized Debtors.
11.1.2 No Entity may rely on the absence of a specific reference in the Plan, the
Plan Supplement, or the Disclosure Statement to any Non-Talc Cause of Action against
them as any indication that the Reorganized Debtors will not pursue the Non-Talc Causes
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of Action. The Reorganized Debtors expressly reserve all rights to prosecute any and all
Non-Talc Causes of Action, except as otherwise expressly provided in the Plan. Unless
any of the Non-Talc 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 such Non-Talc 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 Non-Talc Causes of Action as a consequence of
the Confirmation of the Plan.
11.1.3 Upon the Effective Date, the Reorganized Debtors shall retain and
enforce all defenses and counterclaims to all Claims that were or could have been asserted
against the Debtors, respectively, or their respective Estates, including, but not limited to,
setoff, recoupment and any rights under section 502(d) of the Bankruptcy Code. On or
after the Effective Date, the Reorganized Debtors may pursue, settle or withdraw, without
Bankruptcy Court approval, such claims, rights, or causes of action (other than the Talc
Personal Injury Trust Causes of Action) as they determine in accordance with their best
interests.
11.2 Preservation of Talc Personal Injury Trust Causes of Action. On the Effective Date,
all Talc Personal Injury Trust Causes of Action shall be transferred to and vested in the Talc
Personal Injury Trust. Except as otherwise provided in the Plan or the Confirmation Order, the
Talc Personal Injury Trust shall retain and enforce, as the appointed estate representative in
accordance with section 1123(b) of the Bankruptcy Code, all Talc Personal Injury Trust Causes of
Action, including, but not limited to, setoff, recoupment, and any rights under section 502(d) of
the Bankruptcy Code. The transfer of the Talc Personal Injury Trust Causes of Action to the Talc
Personal Injury Trust, insofar as they relate to the ability to defend against or reduce the amount
of Talc Personal Injury Claims, shall be considered the transfer of a non-exclusive right enabling
the Talc Personal Injury Trust to defend itself against asserted Talc Personal Injury Claims, which
transfer shall not impair, affect, alter, or modify the right of any Person, including without
limitation, the Imerys Protected Parties, the Rio Tinto Protected Parties, the Zurich Protected
Parties, the Cyprus Protected Parties, an insurer or alleged insurer, or co-obligor or alleged co-
obligor, sued on account of a Talc Personal Injury Claim, to assert each and every defense or basis
for claim reduction such Person could have asserted had the Talc Personal Injury Trust Causes of
Action not been assigned to the Talc Personal Injury Trust.
11.3 Talc Insurance Actions. Any Talc Insurance Action, or the claims and causes of
action asserted or to be asserted therein, shall be preserved for the benefit of the Talc Personal
Injury Trust, for prosecution by the applicable Debtor(s) until the Effective Date subject to the
consent of the FCR and the Tort Claimants’ Committee, which shall not be unreasonably withheld.
As of the Effective Date, such Talc Insurance Actions along with the rights and obligations of the
Debtors and the Reorganized Debtors, as applicable, and the Non-Debtor Affiliates with respect
to the Talc Insurance Policies and claims thereunder shall exclusively vest in the Talc Personal
Injury Trust in accordance with section 1123(a)(5)(B) of the Bankruptcy Code, and the Talc
Personal Injury Trust shall retain and enforce as the appointed estate representative in accordance
with section 1123(b)(3)(B)of the Bankruptcy Code all such Talc Insurance Actions. Such Talc
Insurance Actions shall be free and clear of all Liens, security interests, and other Claims or causes
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of action, except for Talc Insurer Coverage Defenses. Upon vesting in the Talc Personal Injury
Trust, the prosecution of the Talc Insurance Actions shall be governed by the Talc Personal Injury
Trust Documents.
11.4 Insurance Provisions.
11.4.1 The provisions of this Section 11.4 shall apply to all Entities (including,
without limitation, all Talc Insurance Companies).
11.4.1.1 Except as provided in the Rio Tinto/Zurich Settlement and

any Talc Insurance Settlement Agreement, nothing contained in the Plan, the Plan
Documents, or the Confirmation Order, including any provision that purports to be
preemptory or supervening, shall in any way operate to, or have the effect of,
impairing, altering, supplementing, changing, expanding, decreasing, or modifying
(a) the rights or obligations of any Talc Insurance Company; (b) any rights or
obligations of the Debtors arising out of or under any Talc Insurance Policy; or
(c) any rights or obligations of J&J arising out of or under any Talc Insurance Policy
(if any). For all issues relating to insurance coverage allegedly provided by the
Zurich Corporate Parties or the Rio Tinto Captive Insurers, the provisions, terms,
conditions, and limitations of the Rio Tinto/Zurich Settlement shall control. For all
other issues relating to insurance coverage, the provisions, terms, conditions, and
limitations of the Talc Insurance Policies or applicable Talc Insurance CIP
Agreements or Talc Insurance Settlement Agreements shall control. For the
avoidance of doubt, nothing contained in the Plan, the Plan Documents, or the
Confirmation Order shall operate to require any Talc Insurance Company to
indemnify or pay the liability of any Protected Party that it would not have been
required to pay in the absence of the Plan.
11.4.1.2 The Plan, the Plan Documents, and the Confirmation Order
shall be binding on the Debtors, the Reorganized Debtors, and the Talc Personal
Injury Trust. The obligations, if any, of the Talc Personal Injury Trust to pay
holders of Talc Personal Injury Claims shall be determined pursuant to the Plan and
the Plan Documents. Except as provided in Section 11.4.1.4, none of (a) the
Bankruptcy Court’s approval of the Plan or the Plan Documents, (b) the
Confirmation Order or any findings and conclusions entered with respect to
Confirmation, nor (c) any estimation or valuation of Talc Personal Injury Claims,
either individually or in the aggregate (including, without limitation, any agreement
as to the valuation of Talc Personal Injury Claims) in the Chapter 11 Cases shall,
with respect to any Talc Insurance Company, constitute a trial or hearing on the
merits or an adjudication or judgment, or accelerate the obligations, if any, of any
Talc Insurance Company under its Talc Insurance Policies.
11.4.1.3 No provision of the Plan, other than those provisions

contained in the applicable Injunctions set forth in Article XII of the Plan, shall be
interpreted to affect or limit the protections afforded to any Settling Talc Insurance
Company by the Channeling Injunction or the Insurance Entity Injunction.
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11.4.1.4 Nothing in this Section 11.4.1 is intended or shall be

construed to preclude otherwise applicable principles of res judicata or collateral
estoppel from being applied against any Talc Insurance Company with respect to
any issue that is actually litigated by such Talc Insurance Company as part of its
objections, if any, to Confirmation of the Plan or as part of any contested matter or
adversary proceeding filed by such Talc Insurance Company in conjunction with
or related to Confirmation of the Plan. Plan objections that are withdrawn prior to
the conclusion of the Confirmation Hearing shall be deemed not to have been
actually litigated.
11.4.1.5 No provision of the Plan shall be interpreted to assign or

transfer the rights of any Cyprus Protected Party, or to resolve disputes between
Cyprus and the Debtors regarding ownership or control of rights to insurance or
indemnity rights, absent occurrence of the Cyprus Trigger Date. For the avoidance
of doubt, any such rights being assigned under the Cyprus Settlement shall not be
assigned prior to the Cyprus Trigger Date.
11.5 J&J Indemnification Rights and Obligations.
11.5.1 The provisions of this Section 11.5 shall apply to all Entities (including,
without limitation, J&J).
11.5.1.1 Subject to Section 11.5.1.5, nothing contained in the Plan,

the Plan Documents (including the Trust Distribution Procedures), or the
Confirmation Order, including any provision that purports to be preemptory or
supervening, shall in any way operate to, or have the effect of, impairing, fixing,
adjudicating, determining, altering, supplementing, changing, decreasing,
modifying, or releasing the rights (if any) or obligations of J&J, including the J&J
Indemnification Rights and Obligations and J&J’s rights (if any) and obligations
under any Talc Insurance Policy. For all issues relating to the J&J Indemnification
Rights and Obligations, the provisions, terms, conditions, and limitations of any
agreements underlying the J&J Indemnification Rights and Obligations shall
control.
11.5.1.2 For the avoidance of doubt, nothing contained in the Plan,

the Plan Documents (including the Trust Distribution Procedures), or the
Confirmation Order (including any findings of fact or conclusions of law set forth
therein, or any expert reports or FCR findings or conclusions) shall operate to
require J&J to indemnify or pay the liability of any Debtor, the Reorganized
Debtors, or any Protected Party that it would not have been required to pay in the
absence of the Plan. This Section 11.5.1.2 in no way modifies, alters or limits the
rights and/or obligations set forth in Section 11.5.1.1 above. Likewise, nothing
contained in the Plan, the Plan Documents (including the Trust Distribution
Procedures), or the Confirmation Order shall be interpreted to grant the Debtors or
any Protected Party any right to access any insurance policies issued to J&J or
naming J&J as an insured.
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11.5.1.3 The Plan, the Plan Documents (including the Trust

Distribution Procedures), and the Confirmation Order shall be binding on the
Debtors, the Reorganized Debtors, and the Talc Personal Injury Trust. The
obligations, if any, of the Talc Personal Injury Trust to pay holders of Talc Personal
Injury Claims shall be determined pursuant to the Plan and the Plan Documents.
Subject to Sections 11.5.1.4 and 11.5.1.5, none of (a) the Bankruptcy Court’s
approval of the Plan or the Plan Documents (including the Trust Distribution
Procedures), (b) the Confirmation Order or any findings and conclusions entered
with respect to Confirmation, nor (c) any estimation or valuation of Talc Personal
Injury Claims, either individually or in the aggregate (including, without limitation,
any agreement as to the valuation of Talc Personal Injury Claims) in the Chapter
11 Cases shall, with respect to J&J, constitute a trial or hearing on the merits or an
adjudication or judgment, or accelerate the obligations, if any, of J&J.
11.5.1.4 Nothing in this Section 11.5.1 is intended or shall be

construed to preclude otherwise applicable principles of res judicata or collateral
estoppel from being applied against J&J with respect to any issue that is actually
litigated by J&J as part of its objections, if any, to Confirmation of the Plan or as
part of any contested matter or adversary proceeding filed by J&J in conjunction
with or related to Confirmation of the Plan. Plan objections that are withdrawn
prior to the conclusion of the Confirmation Hearing shall be deemed not to have
been actually litigated.
11.5.1.5 The provisions of Sections 11.5.1.1, 11.5.1.3, and 11.5.1.6

shall not apply to any claim by or against J&J to indemnification, defense,
contribution, or any other right to recovery vis-à-vis any Rio Tinto Protected Party
or any Zurich Protected Party or any Cyprus Protected Party, or under any Rio Tinto
Captive Insurer Policy or any Zurich Policy, arising out of or relating to any Talc
11.5.1.6 Nothing in the Plan, the Plan Documents (including the Trust
Distribution Procedures), or the Confirmation Order shall seek the Bankruptcy
Court’s determination or opinion as to (nor be construed to represent the
Bankruptcy Court’s determination or opinion as to) (i) any right, obligation,
defense, claim or any other provision or entitlement of any alleged indemnification
obligation of J&J, or (ii) the effect, if any, of applicable non-bankruptcy law
regarding any requirement or provision (or the rights, obligations, defenses, or
claims which may inure thereto or therefrom) in any contracts or in underlying
proceedings by and between and/or among the Debtors, the Reorganized Debtors,
and/or the Talc Personal Injury Trust and J&J.
11.6 Institution and Maintenance of Legal and Other Proceedings. As of the Effective
Date, the Talc Personal Injury Trust shall be empowered to initiate, prosecute, defend, settle,
maintain, administer, preserve, pursue, and resolve all legal actions and other proceedings related
to any asset, liability or responsibility of the Talc Personal Injury Trust, including without
limitation the Talc Insurance Actions, Talc Personal Injury Claims, Indirect Talc Personal Injury
Claims, the Talc Personal Injury Trust Causes of Action, and the J&J Indemnification Obligations.
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Without limiting the foregoing, on and after the Effective Date, the Talc Personal Injury Trust shall
be empowered to initiate, prosecute, defend, settle, maintain, administer, preserve, pursue and
resolve all such actions, in the name of either of the Debtors or the Reorganized Debtors, if deemed
necessary or appropriate by the Talc Personal Injury Trust. The Talc Personal Injury Trust shall
be responsible for the payment of all damages, awards, judgments, settlements, expenses, costs,
fees and other charges incurred subsequent to the Effective Date arising from or associated with
any legal action or other proceeding which is the subject of Article IV of the Plan and shall pay or
reimburse all deductibles, self-insured retentions, retrospective premium adjustments, or other
charges (not constituting Indirect Talc Personal Injury Claims) which may arise from the receipt
of any insurance proceeds by the Talc Personal Injury Trust. Furthermore, without limiting the
foregoing, the Talc Personal Injury Trust shall be empowered to maintain, administer, preserve, or
pursue the Talc-In-Place Insurance Coverage and the Talc Insurance Action Recoveries.
Notwithstanding anything to the contrary herein, the Talc Personal Injury Trust shall comply with
the Cyprus Insurance Protocol.
11.7 Terms of Injunctions and Automatic Stay.
11.7.1 All of the injunctions and/or automatic stays provided for in or in

connection with the Chapter 11 Cases, whether pursuant to sections 105, 362, or any other
provision of the Bankruptcy Code, Bankruptcy Rules, or other applicable law in existence
immediately prior to the Confirmation Date, shall remain in full force and effect until the
injunctions become effective pursuant to a Final Order, and shall continue to remain in full
force and effect thereafter as and to the extent provided by the Plan, the Confirmation
Order, or by their own terms. In addition, on and after Confirmation, the Debtors, with the
consent of each of the Plan Proponents, may collectively seek such further orders as they
deem necessary or appropriate to preserve the status quo during the time between the
Confirmation Date and the Effective Date.
11.7.2 Each of the Injunctions contained in the Plan or the Confirmation Order
shall become effective on the Effective Date and shall continue in effect at all times
thereafter unless otherwise provided by the Plan or the Confirmation Order.
11.8 The FCR and the Tort Claimants’ Committee.
11.8.1 The FCR and the Tort Claimants’ Committee shall continue in their
official capacities until the Effective Date. The Debtors shall pay the reasonable fees and
expenses incurred by the FCR and the Tort Claimants’ Committee through the Effective
Date, in accordance with the Compensation Procedures Order, the Fee Examiner Order,
and the terms of the Plan, including Section 2.3 of the Plan.
11.8.2 After the Effective Date, the official capacities of the FCR and the Tort
Claimants’ Committee in the Chapter 11 Cases shall be limited to having standing and
capacity to (i) prosecute their pre-Effective Date intervention in any adversary proceedings;
(ii) object to any proposed modification of the Plan; (iii) object to or defend the Fee Claims
of professionals employed by or on behalf of the Estate, or by or on behalf of members of
the Tort Claimants’ Committee; and (iv) participate in any pending appeals or appeals of
the Confirmation Order. Except for the foregoing, the FCR and the members of the Tort
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Claimants’ Committee shall be released and discharged from all further authority, duties,
responsibilities, liabilities, and obligations involving the Chapter 11 Cases. Upon the
closing of the Chapter 11 Cases, the Tort Claimants’ Committee shall be dissolved. The
fees and expenses incurred by the FCR and the Tort Claimants’ Committee relating to any
post-Effective Date activities authorized hereunder shall be payable from the
Administrative Claim Reserve.
11.8.3 Nothing in this Section 11.8 of the Plan shall limit or otherwise affect the
rights of the United States Trustee under section 502 of the Bankruptcy Code or otherwise
to object to Claims or requests for allowance of DIP Facility Claims, or Fee Claims and
other Administrative Claims.
ARTICLE XII
RELEASES, INJUNCTION AND EXCULPATION
12.1 Discharge and Injunctions.
12.1.1 Discharge of Claims Against and Termination of Equity Interests in the

Debtors. Except as otherwise provided in the Plan or the Confirmation Order, as of the
Effective Date, Confirmation of the Plan shall afford each Debtor a discharge to the fullest
extent permitted by Bankruptcy Code sections 524 and 1141(d)(1).
12.1.2 Discharge Injunction. Except as specifically provided in the Plan or

the Confirmation Order, from and after the Effective Date, to the maximum extent
permitted under applicable law, all Persons that hold, have held, or may hold a Claim,
demand or other debt or liability that is discharged, or an Equity Interest or other
right of an equity security holder that is terminated pursuant to the terms of the Plan,
are permanently enjoined from taking any of the following actions on account of, or
on the basis of, such discharged Claims, debts or liabilities, or terminated Equity
Interests or rights: (i) commencing or continuing any action or other proceeding of
any kind against the Debtors, the Reorganized Debtors, the Talc Personal Injury
Trust, or their respective property; (ii) enforcing, attaching, collecting, or recovering
by any manner or means of any judgment, award, decree, or order against the
Debtors, the Reorganized Debtors, the Talc Personal Injury Trust, or their respective
property; (iii) creating, perfecting, or enforcing any Lien or Encumbrance of any kind
against the Debtors, the Reorganized Debtors, the Talc Personal Injury Trust, or their
respective property; and (iv) commencing or continuing any judicial or
administrative proceeding, in any forum and in any place in the world, that does not
comply with or is inconsistent with the provisions of the Plan or the Confirmation
Order (the “Discharge Injunction”). The foregoing injunction shall extend to the
successors of the Debtors (including, without limitation, the Reorganized Debtors)
and their respective properties and interests in property. The discharge provided in
this provision shall void any judgment obtained against any Debtor at any time, to
the extent that such judgment relates to a discharged Claim or demand.
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12.2 Releases.
12.2.1 Releases by Debtors, their Estates, and Certain Protected Parties.
(a) As of the Effective Date (or, with respect to the Cyprus

Protected Parties, as of the Cyprus Trigger Date), for good and valuable
consideration, the adequacy of which is hereby confirmed, including, without
limitation, the service of the Released Parties before and during the Chapter 11 Cases
to facilitate the implementation of the Talc Personal Injury Trust, and except as
otherwise explicitly provided in the Plan or in the Confirmation Order, the Released
Parties shall be deemed conclusively, absolutely, unconditionally, irrevocably and
forever released, to the maximum extent permitted by law, as such law may be
extended subsequent to the Effective Date, by the Debtors and the Estates from any
and all Claims, counterclaims, disputes, obligations, suits, judgments, damages,
demands, debts, rights, causes of action, Liens, remedies, losses, contributions,
indemnities, costs, liabilities, attorneys’ fees and expenses whatsoever, including any
derivative claims, asserted or assertable on behalf of the Debtors or their Estates
(including any Estate Causes of Action), whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, whether
in law or equity, whether sounding in tort or contract, whether arising under federal
or state statutory or common law, or any other applicable international, foreign, or
domestic law, rule, statute, regulation, treaty, right, duty, requirement or otherwise,
that the Debtors or their Estates 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 Equity Interest or other Person, based on or relating to, or in any manner
arising from, in whole or in part, the Debtors, their Estates, the Chapter 11 Cases, the
purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the
subject matter of, or the transactions or events giving rise to, any Claim or Equity
Interest that is treated in the Plan, the business or contractual arrangements between
any Debtor and any Released Party (including the exercise of any common law or
contractual rights of setoff or recoupment by any Released Party at any time on or
prior to the Effective Date), the restructuring of any Claim or Equity Interest before
or during the Chapter 11 Cases, the Disclosure Statement, the Plan, and related
agreements, instruments, and other documents, and the negotiation, formulation,
preparation or implementation thereof, the solicitation of votes with respect to the
Plan, or any other act or omission; provided, however, that the Debtors do not release,
and the Reorganized Debtors shall retain, the Non-Talc Causes of Action arising out
of, or related to, any act or omission of a Released Party that is a criminal act or
constitutes fraud, gross negligence, or willful misconduct. The Debtors, and any other
newly-formed entities that shall be continuing the Debtors’ businesses after the
Effective Date shall be bound, to the same extent the Debtors are bound, by the
releases set forth in this Section 12.2.1 of the Plan. For the avoidance of doubt, Claims
or causes of action arising out of, or related to, any act or omission of a Released Party
prior to the Effective Date that is later found to be a criminal act or to constitute
fraud, gross negligence, or willful misconduct, including findings after the Effective
Date, are not released pursuant to this Section 12.2.1 of the Plan.
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(b) In furtherance of the Imerys Settlement, on the Effective Date,

for good and valuable consideration, the adequacy of which is hereby confirmed, the
Debtors, on their own behalf and as representatives of their respective Estates, the
Reorganized Debtors, and the Tort Claimants’ Committee and FCR, solely on their
own behalf, are deemed to irrevocably and unconditionally, fully, finally, and forever
waive, release, acquit, and discharge each and all of the Imerys Protected Parties of
and from (a) all Estate Causes of Action and (b) any and all claims, causes of action,
suits, costs, debts, liabilities, obligations, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises, damages,
judgments, executions and demands whatsoever, of whatever kind or nature
(including, without limitation, those arising under the Bankruptcy Code), whether
known or unknown, suspected or unsuspected, in law or in equity, which the Debtors,
their Estates, the Reorganized Debtors, the Tort Claimants’ Committee, or the FCR
have, had, may have, or may claim to have against any of the Imerys Protected Parties
including without limitation with respect to any Talc Personal Injury Claim (clauses
(a) and (b) collectively, the “Imerys Released Claims”).
(c) In furtherance of the Rio Tinto/Zurich Settlement, effective

upon the Talc Personal Injury Trust’s receipt of the Rio Tinto/Zurich Contribution,
for good and valuable consideration, the adequacy of which is hereby confirmed, the
Talc Personal Injury Trust, the Debtors, on their own behalf and as representatives
of their respective Estates, the Reorganized Debtors, and the Tort Claimants’
Committee and FCR, solely on their own behalf, are deemed to irrevocably and
unconditionally, fully, finally, and forever waive, release, acquit, and discharge each
and all of the Rio Tinto Protected Parties and the Zurich Protected Parties of and
from (a) all Estate Causes of Action and (b) any and all claims, causes of action, suits,
costs, debts, liabilities, obligations, dues, sums of money, accounts, reckonings, bonds,
bills, covenants, contracts, controversies, agreements, promises, damages, judgments,
executions and demands whatsoever, of whatever kind or nature (including those
arising under the Bankruptcy Code), whether known or unknown, suspected or
unsuspected, in law or in equity, which the Talc Personal Injury Trust, the Debtors,
their Estates, the Reorganized Debtors, the Tort Claimants’ Committee, or the FCR
have, had, may have, or may claim to have against any of the Rio Tinto Protected
Parties and/or the Zurich Protected Parties, directly or indirectly arising out of, with
respect to, or in any way relating to any Talc Personal Injury Claim (collectively, the
“Rio Tinto/Zurich Released Claims”).
(d) In furtherance of the Cyprus Settlement, effective upon the

Cyprus Trigger Date (and subject to Section 10.10.6.4), for good and valuable
consideration, the adequacy of which is hereby confirmed, the Talc Personal Injury
Trust, the Debtors, on their own behalf and as representatives of their respective
Estates, the Reorganized Debtors, the Tort Claimants’ Committee and FCR, and any
Cyprus Settling Talc Insurance Company (regardless of when it enters into any
settlement with the Debtors, the Tort Claimants’ Committee, the FCR, or the Talc
Personal Injury Trust), each solely on its own behalf, are deemed to irrevocably and
unconditionally, fully, finally, and forever waive, release, acquit, and discharge each
and all of the Cyprus Protected Parties of and from (a) all Estate Causes of Action
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and (b) any and all claims, causes of action, suits, costs, debts, liabilities, obligations,
dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, executions and demands
whatsoever, of whatever kind or nature (including those arising under the
Bankruptcy Code), whether known or unknown, suspected or unsuspected, in law or
in equity, which the Talc Personal Injury Trust, the Debtors, their Estates, the
Reorganized Debtors, the Tort Claimants’ Committee, the FCR, or any Cyprus
Settling Talc Insurance Company have, had, may have, or may claim to have against
any of the Cyprus Protected Parties, directly or indirectly arising out of, with respect
to, or in any way relating to any Talc Personal Injury Claim (collectively, the “Cyprus
Released Claims”).
12.2.2 Releases by Holders of Claims. As of the Effective Date (or, with

respect to the Cyprus Protected Parties, as of the Cyprus Trigger Date), for good and
valuable consideration, the adequacy of which is hereby confirmed, including,
without limitation, the service of the Released Parties before and during the Chapter
11 Cases to facilitate the implementation of the Talc Personal Injury Trust, and
except as otherwise explicitly provided in the Plan or in the Confirmation Order, the
Released Parties shall be deemed conclusively, absolutely, unconditionally,
irrevocably and forever released, to the maximum extent permitted by law, as such
law may be extended subsequent to the Effective Date, except as otherwise explicitly
provided herein, by the Releasing Claim Holders from any and all Claims,
counterclaims, disputes, obligations, suits, judgments, damages, demands, debts,
rights, causes of action, Liens, remedies, losses, contributions, indemnities, costs,
liabilities, attorneys’ fees and expenses whatsoever, including any derivative claims,
asserted or assertable on behalf of the Debtors or their Estates (including any Estate
Causes of Action), whether liquidated or unliquidated, fixed or contingent, matured
or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted,
accrued or unaccrued, existing or hereinafter arising, whether in law or equity,
whether sounding in tort or contract, whether arising under federal or state statutory
or common law, or any other applicable international, foreign, or domestic law, rule,
statute, regulation, treaty, right, duty, requirement or otherwise, that such holders or
their estates, Affiliates, heirs, executors, administrators, successors, assigns,
managers, accountants, attorneys, representatives, consultants, agents, and any other
Persons or parties claiming under or through them 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 Equity Interest or other Person, based on or relating to, or in
any manner arising from, in whole or in part, the Debtors (as such entities existed
prior to or after the Petition Date), their Estates, the Chapter 11 Cases, the purchase,
sale, or rescission of the purchase or sale of any security of the Debtors, the subject
matter of, or the transactions or events giving rise to, any Claim or Equity Interest
that is treated in the Plan, the business or contractual arrangements or interactions
between any Debtor and any Released Party (including the exercise of any common
law or contractual rights of setoff or recoupment by any Released Party at any time
on or prior to the Effective Date), the restructuring of any Claim or Equity Interest
before or during the Chapter 11 Cases, the Disclosure Statement, the Plan, and
related agreements, instruments, and other documents, and the negotiation,
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formulation, preparation or implementation thereof, the solicitation of votes with

respect to the Plan, or any other act or omission, other than Claims or causes of action
arising out of, or related to, any act or omission of a Released Party that constitutes
fraud, gross negligence or willful misconduct. For the avoidance of doubt, Claims or
causes of action arising out of, or related to, any act or omission of a Released Party
prior to the Effective Date that is later found to be a criminal act or to constitute
fraud, gross negligence, or willful misconduct, including findings after the Effective
Date, are not released pursuant to this Section 12.2.2 of the Plan.
12.2.3 Injunction Related to Releases. Except as otherwise provided in the

Plan, the Confirmation Order shall permanently enjoin the commencement or
prosecution by any Entity, whether directly, derivatively or otherwise, of any claims,
commitments, obligations, suits, judgments, damages, demands, debts, causes of
action and liabilities released pursuant to the Plan (the “Release Injunction”).
12.3 The Channeling Injunction and the Insurance Entity Injunction. In order to
supplement the injunctive effect of the Discharge Injunction, and pursuant to sections 524(g)
and 105(a) of the Bankruptcy Code, the Confirmation Order shall provide for the following
permanent injunctions to take effect as of the Effective Date.
12.3.1 Channeling Injunction.
(a) Terms. To preserve and promote the settlements contemplated

by and provided for in the Plan, including the Imerys Settlement, the Rio
Tinto/Zurich Settlement, and the Cyprus Settlement, and pursuant to the exercise of
the equitable jurisdiction and power of the Bankruptcy Court and the District Court
under sections 105(a) and 524(g) of the Bankruptcy Code, the sole recourse of any
holder of a Talc Personal Injury Claim against a Protected Party (on account of such
Talc Personal Injury Claim) shall be the Talc Personal Injury Trust pursuant to the
Talc Personal Injury Trust Documents, and such holder shall have no right
whatsoever at any time to assert its Talc Personal Injury Claim against any Protected
Party or any property or interest in property of any Protected Party. On and after
the Effective Date – or, as to the Cyprus Protected Parties, on or after the Cyprus
Trigger Date – all holders of Talc Personal Injury Claims shall be permanently and
forever stayed, restrained, barred, and enjoined from taking any action for the
purpose of, directly or indirectly or derivatively collecting, recovering, or receiving
payment of, on, or with respect to any Talc Personal Injury Claim against a Protected
Party other than from the Talc Personal Injury Trust pursuant to the Talc Personal
Injury Trust Documents, including, but not limited to:
(i) commencing, conducting, or continuing in any manner,

directly, indirectly, or derivatively, any suit, action, or other proceeding
of any kind (including a judicial, arbitration, administrative, or other
proceeding) in any forum in any jurisdiction around the world against
or affecting any Protected Party or any property or interests in
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(ii) enforcing, levying, attaching (including any prejudgment

attachment), collecting, or otherwise recovering, by any manner or
means, whether directly or indirectly, any judgment, award, decree, or
order against any Protected Party or any property or interests in
(iii) creating, perfecting, or otherwise enforcing in any

manner, directly or indirectly, any Lien of any kind against any
Protected Party or any property or interests in property of any
Protected Party;
(iv) asserting, implementing, or effectuating any setoff, right

of reimbursement, subrogation, contribution, or recoupment of any
kind, in any manner, directly or indirectly, against any obligation due
to any Protected Party or against any property or interests in property
of any Protected Party; and
(v) taking any act in any manner, and in any place

whatsoever, that does not conform to, or comply with, the provisions of
the Plan, the Plan Documents, or the Talc Personal Injury Trust
Documents or with regard to any matter that is within the scope of the
matters designated by the Plan to be subject to resolution by the Talc
Personal Injury Trust, except in conformity and compliance with the
Talc Personal Injury Trust Documents.
(b) Reservations. Notwithstanding anything to the contrary in

Section 12.3.1(a) of the Plan, this Channeling Injunction shall not impair:
(i) the rights of holders of Talc Personal Injury Claims to

assert such Talc Personal Injury Claims solely against the Talc
Personal Injury Trust or otherwise in accordance with the Trust
Distribution Procedures;
(ii) the rights of holders of Talc Personal Injury Claims to

assert such claims against anyone other than a Protected Party;
(iii) the rights of Persons to assert any Claim, debt, obligation

or liability for payment of Talc Personal Injury Trust Expenses solely
against the Talc Personal Injury Trust or otherwise in accordance with
the Trust Distribution Procedures; or
(iv) the Talc Personal Injury Trust from enforcing its rights
explicitly provided to it under the Plan and the Talc Personal Injury
Trust Documents.
(c) Modifications. There shall be no modification, dissolution, or

termination of the Channeling Injunction, which shall be a permanent injunction.
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(d) Non-Limitation of Channeling Injunction. Nothing in the Plan

or the Talc Personal Injury Trust Agreement shall be construed in any way to limit
the scope, enforceability, or effectiveness of the Channeling Injunction issued in
connection with the Plan, the releases provided in the Imerys Settlement, the Rio
Tinto/Zurich Settlement, and the Cyprus Settlement, or the Talc Personal Injury
Trust’s assumption of all liability with respect to Talc Personal Injury Claims.
(e) Bankruptcy Rule 3016 Compliance. The Plan Proponents’

compliance with the formal requirements of Bankruptcy Rule 3016(c) shall not
constitute an admission that the Plan provides for an injunction against conduct not
otherwise enjoined under the Bankruptcy Code.
(f) Any Protected Party may enforce the Channeling Injunction as

a defense to any Claim brought against such Protected Party that is enjoined under
the Plan as to such Protected Party and may seek to enforce such injunction in a court
of competent jurisdiction.
(g) If a non-Settling Talc Insurance Company asserts that it has

rights whether legal, equitable, contractual, or otherwise, of contribution, indemnity,
reimbursement, subrogation or other similar claims directly or indirectly arising out
of or in any way relating to such insurer’s payment of loss on behalf of one or more
of the Debtors in connection with any Talc Personal Injury Claim (collectively,
“Contribution Claims”) against a Settling Talc Insurance Company, (i) such
Contribution Claims may be asserted as a defense or counterclaim against the Talc
Personal Injury Trust in any Talc Insurance Action involving such non-Settling Talc
Insurance Company, and the Talc Personal Injury Trust may assert the legal or
equitable rights (if any) of the Settling Talc Insurance Company, and (ii) to the extent
such Contribution Claims are determined to be valid, the liability (if any) of such non-
Settling Talc Insurance Company to the Talc Personal Injury Trust shall be reduced
by the amount of such Contribution Claims.
12.3.2 Insurance Entity Injunction.
(a) Purpose. In order to protect the Talc Personal Injury Trust and
to preserve the Talc Personal Injury Trust Assets, pursuant to the equitable
jurisdiction and power of the Bankruptcy Court, the Bankruptcy Court shall issue
the Insurance Entity Injunction; provided, however, that the Insurance Entity
Injunction is not issued for the benefit of any Talc Insurance Company, and no Talc
Insurance Company is a third-party beneficiary of the Insurance Entity Injunction,
except as otherwise specifically provided in any Talc Insurance CIP Agreement or
Talc Insurance Settlement Agreement.
(b) Terms Regarding Claims Against Talc Insurance Companies.

Subject to the provisions of Sections 12.3.1 and 12.3.2 of the Plan, all Entities that
have held or asserted, that hold or assert, or that may in the future hold or assert any
claim, demand or cause of action (including any Talc Personal Injury Claim or any
claim or demand for or respecting any Talc Personal Injury Trust Expense) against
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any Talc Insurance Company based upon, attributable to, arising out of, or in any
way connected with any such Talc Personal Injury Claim, whenever and wherever
arising or asserted, whether in the United States of America or anywhere else in the
world, whether sounding in tort, contract, warranty, or any other theory of law,
equity, or admiralty, shall be stayed, restrained, and enjoined from taking any action
for the purpose of directly or indirectly collecting, recovering, or receiving payments,
satisfaction, or recovery with respect to any such claim, demand, or cause of action
including, without limitation:
(i) commencing, conducting, or continuing, in any manner,

directly or indirectly, any suit, action, or other proceeding of any kind
(including a judicial, arbitration, administrative, or other proceeding)
in any forum with respect to any such claim, demand, or cause of action
against any Talc Insurance Company, or against the property of any
Talc Insurance Company, with respect to any such claim, demand, or
cause of action; provided, however, that to the extent any Talc Insurance
Company asserts a claim against J&J, nothing in the Plan shall affect
J&J’s ability to assert any defense or counterclaim;
(ii) enforcing, levying, attaching, collecting, or otherwise

recovering, by any means or in any manner, whether directly or
indirectly, any judgment, award, decree, or other order against any
Talc Insurance Company, or against the property of any Talc
Insurance Company, with respect to any such claim, demand, or cause
of action;
(iii) creating, perfecting, or enforcing in any manner, directly

or indirectly, any Encumbrance against any Talc Insurance Company,
or the property of any Talc Insurance Company, with respect to any
such claim, demand, or cause of action; and
(iv) except as otherwise specifically provided in the Plan,

asserting or accomplishing any setoff, right of subrogation, indemnity,
contribution, or recoupment of any kind, directly or indirectly, against
any obligation of any Talc Insurance Company, or against the property
of any Talc Insurance Company, with respect to any such claim,
demand or cause of action;
provided, however, that (a) the injunction set forth in this Section 12.3.2(b) shall not
impair in any way any (i) actions brought by the Talc Personal Injury Trust against
any Talc Insurance Company and (ii) the rights of any co-insured of the Debtors (x)
with respect to any Talc Insurance Policy or Talc Insurance CIP Agreement or
against any Talc Insurance Company and (y) as specified under any Final Order of
the Bankruptcy Court approving a Talc Insurance CIP Agreement; and (b) the Talc
Personal Injury Trust shall have the sole and exclusive authority at any time to
terminate, or reduce or limit the scope of, the injunction set forth in this
Section 12.3.2(b) with respect to any Talc Insurance Company upon express written
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notice to such Talc Insurance Company, except that the Talc Personal Injury Trust
shall not have any authority to terminate, reduce or limit the scope of the injunction
herein with respect to any Settling Talc Insurance Company so long as, but only to
the extent that, such Settling Talc Insurance Company complies fully with its
obligations under any applicable Talc Insurance Settlement Agreement.
(c) Reservations. Notwithstanding anything to the contrary above,

this Insurance Entity Injunction shall not enjoin:
(i) the rights of Entities to the treatment accorded them

under the Plan, as applicable, including the rights of holders of Talc
Personal Injury Claims to assert such Claims, as applicable, in
accordance with the Trust Distribution Procedures;
(ii) the rights of Entities to assert any claim, debt, obligation,

cause of action or liability for payment of Talc Personal Injury Trust
Expenses against the Talc Personal Injury Trust;
(iii) the rights of the Talc Personal Injury Trust to prosecute

any action based on or arising from the Talc Insurance Policies;
(iv) the rights of the Talc Personal Injury Trust to assert any
a Talc Insurance Company based on or arising from the Talc Insurance
Policies or Talc Insurance CIP Agreements; and
(v) the rights of any Talc Insurance Company to assert any

any other Talc Insurance Company that is not a Settling Talc Insurance
Company, or as otherwise specifically provided in any Talc Insurance
CIP Agreement.
(d) Subject to the terms of the Rio Tinto/Zurich Settlement, nothing

in the Plan will preclude J&J from pursuing any rights it has under any Talc
Insurance Policy that was issued to J&J as a named insured.
12.4 Supplemental Settlement Injunction Order. In order to preserve and promote

the (i) Imerys Settlement, (ii) the Rio Tinto/Zurich Settlement, and (iii) the Cyprus
Settlement (subject to the occurrence of the Cyprus Trigger Date), each of which is
incorporated herein, and pursuant to the exercise of the equitable jurisdiction and power of
the Bankruptcy Court under section 105(a) of the Bankruptcy Code, the Confirmation
Order shall provide for the following permanent injunction to take effect as of the Effective
Date.
(a) Terms.
(i) All Persons that have held or asserted, that hold or

assert, or that may in the future hold or assert any Imerys Released
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Claims directly or indirectly against the Imerys Protected Parties (or

any of them) shall be permanently stayed, restrained, and enjoined
from pursuing now, or at any time in the future, any Imerys Released
Claims.
(ii) All Persons that have held or asserted, that hold or

assert, or that may in the future hold or assert any Rio Tinto/Zurich
Released Claims directly or indirectly against the Rio Tinto Protected
Parties (or any of them) and/or the Zurich Protected Parties (or any of
them) shall be permanently stayed, restrained, and enjoined from
pursuing now, or at any time in the future, any Rio Tinto/Zurich
Released Claims.
(iii) Subject to the occurrence of the Cyprus Trigger Date, all

Persons that have held or asserted, that hold or assert, or that may in
the future hold or assert any Cyprus Released Claims directly or
indirectly against the Cyprus Protected Parties (or any of them) shall
be permanently stayed, restrained, and enjoined from pursuing now,
or at any time in the future, any Cyprus Released Claims.
(b) Any Imerys Protected Party, Rio Tinto Protected Party, Zurich
Protected Party, or Cyprus Protected Party may enforce the Supplemental
Settlement Injunction Order as a defense to any Claim brought against such Imerys
Protected Party, Rio Tinto Protected Party, Zurich Protected Party, or Cyprus
Protected Party that is enjoined under the Plan as to such Imerys Protected Party,
Rio Tinto Protected Party, Zurich Protected Party, or Cyprus Protected Party and
may seek to enforce such injunction in a court of competent jurisdiction.
12.5 Reservation of Rights. Notwithstanding any other provision of the Plan to the
contrary, the satisfaction, release and discharge and the Injunctions set forth in this Article XII
shall not be deemed or construed to satisfy, discharge, release or enjoin claims by the Talc Personal
Injury Trust, the Reorganized Debtors, or any other Entity, as the case may be, against (a) the Talc
Personal Injury Trust for payment of Talc Personal Injury Claims in accordance with the Trust
Distribution Procedures, (b) the Talc Personal Injury Trust for the payment of Talc Personal Injury
Trust Expenses, or (c) any Talc Insurance Company that has not performed under a Talc Insurance
Policy, a Talc Insurance Settlement Agreement, or a Talc Insurance CIP Agreement. Nothing in
this Section 12.5 is intended or shall be construed to limit the assertion, applicability, or effect of
any Talc Insurer Coverage Defense.
12.6 Disallowed Claims and Disallowed Equity Interests. On and after the Effective
Date, the Debtors and the Reorganized Debtors shall have no liability or obligation on a Disallowed
Claim or a Disallowed Equity Interest, and any order disallowing a Claim or an Equity Interest
which is not a Final Order as of the Effective Date solely because of an Entity’s right to move for
reconsideration of such Final Order pursuant to section 502 of the Bankruptcy Code or Bankruptcy
Rule 3008 shall, nevertheless, become and be deemed to be a Final Order on the Effective Date.
The Confirmation Order, except as otherwise provided herein, shall constitute a Final Order: (a) in
relation to each Debtor disallowing all Claims (other than Talc Personal Injury Claims) and Equity
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Interests to the extent such Claims and Equity Interests are not allowable under any provision of
section 502 of the Bankruptcy Code, including, but not limited to, time-barred Claims and Equity
Interests, and Claims for unmatured interest, and (b) in relation to each Debtor disallowing or
subordinating to all other Claims, as the case may be, any Claims for penalties, punitive damages
or any other damages not constituting compensatory damages.
12.7 Exculpation. None of the Debtors, the Reorganized Debtors, the Imerys
Protected Parties, the Tort Claimants’ Committee, the members of the Tort Claimants’
Committee in their capacities as such, the FCR, the Information Officer nor any of their
respective officers, directors and employees, members, agents, attorneys, accountants,
financial advisors or restructuring professionals, nor any other professional Person
employed by any one of them, shall have or incur any liability to any Person or Entity for
any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases,
the negotiation of the Plan, the Disclosure Statement, the releases and Injunctions, the
pursuit of Confirmation of the Plan, the administration, consummation and implementation
of the Plan or the property to be distributed under the Plan, or the management or operation
of the Debtors (except for any liability that results primarily from such Person’s or Entity’s
gross negligence, bad faith or willful misconduct); provided, however, that this exculpation
shall not apply to Talc Insurer Coverage Defenses; provided further that this Section 12.7
shall also apply to any former officer or director of the Debtors that was an officer or director
at any time during the Chapter 11 Cases but is no longer an officer or director. In all
respects, each and all of such Persons, firms and Entities shall be entitled to rely upon the
advice of counsel with respect to their duties and responsibilities under, or in connection
with, the Chapter 11 Cases, the Plan, and the administration of each of them.
12.8 No Successor Liability. Except as otherwise expressly provided in the Plan, the
Reorganized Debtors do not, pursuant to the Plan or otherwise, assume, agree to perform, pay or
indemnify any Entity or Person, or otherwise have any responsibility for any liabilities or
obligations of the Debtors relating to or arising out of the operations of or assets of the Debtors,
whether arising prior to, on or after the Effective Date. Neither the Plan Proponents, the
Reorganized Debtors, nor the Talc Personal Injury Trust is, or shall be deemed to be, a successor
to any of the Debtors by reason of any theory of law or equity (except as otherwise provided in
Article IV of the Plan), and none shall have any successor or transferee liability of any kind or
character; provided, however, the Reorganized Debtors and the Talc Personal Injury Trust shall
assume and remain liable for their respective obligations specified in the Plan and the Confirmation
Order.
12.9 Corporate Indemnities.
12.9.1 Prepetition Indemnification and Reimbursement Obligations. The

respective obligations of the Debtors to indemnify and reimburse Persons who are or were
directors, officers or employees of the Debtors on the Petition Date or at any time thereafter
through the Effective Date, against and for any obligations pursuant to the articles of
incorporation, codes of regulation, bylaws, applicable state or non-bankruptcy law, or
specific agreement or any combination of the foregoing, (i) shall survive Confirmation of
the Plan and remain unaffected thereby, (ii) are assumed by the Imerys Non-Debtors, and
(iii) shall not be discharged under section 1141 of the Bankruptcy Code, irrespective of
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whether indemnification or reimbursement is owed in connection with any event occurring

before, on or after the Petition Date. In furtherance of, and to implement the foregoing, as
of the Effective Date the Imerys Non-Debtors shall obtain and maintain in full force
insurance for the benefit of each and all of the above-indemnified directors, officers and
employees, at levels no less favorable than those existing as of the date of entry of the
Confirmation Order, and for a period of no less than three (3) years following the Effective
Date.
12.9.2 Plan Indemnity. In addition to the matters set forth above and not by way
of limitation thereof, the Imerys Non-Debtors shall indemnify and hold harmless all
Persons who are or were officers or directors of the Debtors on the Petition Date or at any
time thereafter through the Effective Date on account of and with respect to any claim,
cause of action, liability, judgment, settlement, cost or expense (including attorney’s fees)
on account of claims or causes of action threatened or asserted by any third party against
such officers or directors that seek contribution, indemnity, equitable indemnity, or any
similar claim, based upon or as the result of the assertion of primary claims against such
third party by any representative of the Debtors’ Estates.
12.9.3 Limitation on Indemnification. Notwithstanding anything to the contrary

set forth in the Plan or elsewhere, the Debtors, the Reorganized Debtors, and the Imerys
Non-Debtors, as applicable, shall not be obligated to indemnify and hold harmless any
Entity for any claim, cause of action, liability, judgment, settlement, cost or expense that
results primarily from (i) such Entity’s bad faith, gross negligence or willful misconduct or
(ii) a Talc Personal Injury Claim.
12.10 ERISA Pension Plans.
12.10.1 The Debtors are Affiliates of Imerys USA, Inc., C-E Minerals Inc.,
Kerneos Inc., and IMERYS Fused Minerals Niagara Falls, Inc. (collectively “ERISA
Pension Plan Sponsors”), and members of each of the ERISA Pension Plan Sponsors’
controlled group. Specifically, (i) Imerys USA, Inc. is the contributing sponsor of the
IMERYS USA Pension Plan, and the IMERYS USA, Inc. Retirement Growth Account
Plan, (ii) C-E Minerals, Inc. is the contributing sponsor of the C-E Minerals Inc. Retiree
Health Capital Accumulation Plan, (iii) Kerneos, Inc. is the contributing sponsor of the
Kerneos Inc. Pension Plan for Hourly Employees, and (iv) IMERYS Fused Minerals
Niagara Falls, Inc. is the contributing sponsor of the IMERYS Fused Minerals Niagara
Falls, Inc. USW Local 4-277 Pension Plan, and the Treibacher Schleifmittel North
America, Inc. Pension Plan For Iam Local 1420. These six pension plans (“ERISA
Pension Plans”) are covered by ERISA and are not modified or affected by any provision
of the Plan.
12.10.2 Notwithstanding any provision to the contrary, no provision contained in

the Plan, Confirmation Order, the Bankruptcy Code (including section 1141 of the
Bankruptcy Code), or any other document filed in the Chapter 11 Cases shall be construed
to exculpate, discharge, release or relieve the Debtors, or any other party (other than the
Buyer, unless otherwise provided for in the Asset Purchase Agreement), in any capacity,
from any liability or responsibility to PBGC with respect to the ERISA Pension Plans under
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any law, governmental policy, or regulatory provision. PBGC and the ERISA Pension
Plans shall not be enjoined or precluded from enforcing such liability or responsibility, as
a result of any of the provisions of the Plan (including those provisions providing for
exculpation, satisfaction, release and discharge of Claims), the Confirmation Order, the
Bankruptcy Code (including section 1141 of the Bankruptcy Code), or any other document
filed in the Chapter 11 Cases. Notwithstanding anything to the contrary herein, the
Reorganized Debtors and the Talc Personal Injury Trust shall have no liability on account
of the ERISA Pension Plans including but not limited to: (i) any liability as a member of
a “Controlled Group” as defined in 29 U.S.C. §1301(a)(14)(A); (ii) pursuant to the federal
successor doctrine; or (iii) otherwise.
ARTICLE XIII
JURISDICTION OF BANKRUPTCY COURT
13.1 Jurisdiction. Until the Chapter 11 Cases are closed, the Bankruptcy Court shall
retain the fullest and most extensive jurisdiction that is permissible, including the jurisdiction
necessary to ensure that the purposes and intent of the Plan are carried out. Except as otherwise
provided in the Plan or the Talc Personal Injury Trust Agreement, the Bankruptcy Court shall
retain jurisdiction to hear and determine all Claims against and Equity Interests in the Debtors, and
to adjudicate and enforce the Talc Insurance Actions, the Talc Personal Injury Trust Causes of
Action, and all other causes of action which may exist on behalf of the Debtors. Nothing contained
herein shall prevent the Reorganized Debtors or the Talc Personal Injury Trust, as applicable, from
taking such action as may be necessary in the enforcement of any Estate Cause of Action, Talc
Insurance Action, Talc Personal Injury Trust Cause of Action, or other cause of action which the
Debtors have or may have and which may not have been enforced or prosecuted by the Debtors,
which actions or other causes of action shall survive Confirmation of the Plan and shall not be
affected thereby except as specifically provided herein. Nothing contained herein concerning the
retention of jurisdiction by the Bankruptcy Court shall be deemed to be a finding or conclusion
that (i) the Bankruptcy Court in fact has jurisdiction with respect to any Talc Insurance Action,
(ii) any such jurisdiction is exclusive with respect to any Talc Insurance Action, or (iii) abstention
or dismissal of any Talc Insurance Action pending in the Bankruptcy Court or the District Court
as an adversary proceeding is or is not advisable or warranted, so that another court can hear and
determine such Talc Insurance Action(s). Any court other than the Bankruptcy Court that has
jurisdiction over a Talc Insurance Action shall have the right to exercise such jurisdiction.
13.2 General Retention. Following Confirmation of the Plan, the administration of the
Chapter 11 Cases will continue until the Chapter 11 Cases are closed by a Final Order of the
Bankruptcy Court. The Bankruptcy Court shall also retain jurisdiction for the purpose of
classification of any Claims and the re-examination of Claims which have been Allowed for
purposes of voting, and the determination of such objections as may be filed with the Bankruptcy
Court with respect to any Claims. The failure by the Plan Proponents to object to, or examine, any
Claim for the purposes of voting, shall not be deemed a waiver of the rights of the Debtors, the
Reorganized Debtors, or the Talc Personal Injury Trust, as the case may be, to object to or re-
examine such Claim in whole or part.
13.3 Specific Purposes. In addition to the foregoing, the Bankruptcy Court shall retain
jurisdiction for each of the following specific purposes after Confirmation of the Plan:
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(a) to modify the Plan after Confirmation, pursuant to the provisions of

the Bankruptcy Code and the Bankruptcy Rules;
(b) to correct any defect, cure any omission, reconcile any inconsistency
or make any other necessary changes or modifications in or to the Plan, the Talc Personal
Injury Trust Agreement, or the Confirmation Order as may be necessary to carry out the
purposes and intent of the Plan;
(c) to assure the performance by the Talc Personal Injury Trust and the
Disbursing Agent of their respective obligations to make Distributions under the Plan;
(d) to enforce and interpret the terms and conditions of the Plan, the
Plan Documents and the Talc Personal Injury Trust Agreement; to enter such orders or
judgments, including, but not limited to, injunctions (i) as are necessary to enforce the title,
rights and powers of the Reorganized Debtors and the Talc Personal Injury Trust, and (ii) as
are necessary to enable holders of Claims to pursue their rights against any Entity that may
be liable therefor pursuant to applicable law or otherwise;
(e) to hear and determine any motions or contested matters involving

taxes, tax refunds, tax attributes, tax benefits and similar or related matters, including
without limitation contested matters arising on account of transactions contemplated by the
Plan, or relating to the period of administration of the Chapter 11 Cases;
(f) to hear and determine all applications for compensation of

Professionals and reimbursement of expenses under sections 330, 331, or 503(b) of the
Bankruptcy Code;
(g) to hear and determine any causes of action arising during the period
from the Petition Date through the Effective Date, or in any way related to the Plan or the
transactions contemplated hereby, against the Debtors, the Reorganized Debtors, the other
Plan Proponents, or the Talc Personal Injury Trust, and their respective current and former
officers, directors, stockholders, employees, members, attorneys, accountants, financial
advisors, representatives and agents;
(h) to determine any and all motions for the rejection, assumption or
assignment of Executory Contracts or Unexpired Leases and the allowance of any Claims
resulting therefrom;
(i) to determine such other matters and for such other purposes as may
be provided in the Confirmation Order;
(j) to determine the allowance and/or disallowance of any Claims,

including Administrative Claims, against or Equity Interests in the Debtors or their Estates,
including, without limitation, any objections to any such Claims and/or Equity Interests,
and the compromise and settlement of any Claim, including Administrative Claims, against
or Equity Interest in the Debtors or their Estates;
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(k) to hear and resolve disputes concerning any reserves under the Plan
or the administration thereof;
(l) to determine all questions and disputes regarding title to the assets
of the Debtors or their Estates, or the Talc Personal Injury Trust;
(m) to determine all questions and disputes regarding, and to enforce,

the Imerys Settlement;
(n) to determine all questions and disputes regarding, and to enforce,

the Rio Tinto/Zurich Settlement;
(o) to determine all questions and disputes regarding, and to enforce,

the Cyprus Settlement;
(p) to hear and determine the Talc Insurance Actions, any Talc Personal
Injury Trust Cause of Action and any similar claims, causes of action or rights of the Talc
Personal Injury Trust to construe and take any action to enforce any Talc Insurance Policy
or Talc Insurance CIP Agreement, and to issue such orders as may be necessary for the
execution, consummation and implementation of any Talc Insurance Policy or Talc
Insurance CIP Agreement, and to determine all questions and issues arising thereunder;
(q) to hear and determine any other matters related hereto, including the
implementation and enforcement of all orders entered by the Bankruptcy Court in the
Chapter 11 Cases;
(r) to resolve any disputes concerning whether a Person had sufficient

notice of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in
connection with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or
any deadline for responding or objecting to a Cure Amount, in each case, for the purpose
of determining whether a Claim or Equity Interest is discharged hereunder or for any other
purpose;
(s) to enter in aid of implementation of the Plan such orders as are

necessary, including, but not limited to, the implementation and enforcement of the
Releases and the Injunctions described herein; and
(t) to enter and implement such orders as may be necessary or

appropriate if any aspect of the Plan, the Talc Personal Injury Trust, or the Confirmation
Order is, for any reason or in any respect, determined by a court to be inconsistent with,
violative of, or insufficient to satisfy any of the terms, conditions, or other duties associated
with any Talc Insurance Policies, provided however, (i) such orders shall not impair the
Talc Insurer Coverage Defenses or the rights, claims, or defenses, if any, of any Talc
Insurance Company that are set forth or provided for in the Plan, the Plan Documents, the
Confirmation Order, or any other Final Orders entered in the Debtors’ Chapter 11 Cases,
(ii) this provision does not, in and of itself, grant this Court jurisdiction to hear and decide
disputes arising out of or relating to the Talc Insurance Policies, and (iii) all interested
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parties, including any Talc Insurance Company, reserve the right to oppose or object to any
such motion or order seeking such relief.
Notwithstanding anything herein to the contrary, however, such retention of jurisdiction by the
Bankruptcy Court in this Section 13.3 shall not be deemed to be a retention of exclusive
jurisdiction with respect to any matter described in this Section 13.3; rather, any court other than
the Bankruptcy Court which has jurisdiction over any matter described in this Section 13.3 shall
have the right to exercise such jurisdiction. To the extent that the Bankruptcy Court is not
permitted under applicable law to preside over any of the foregoing matters, the reference to the
“Bankruptcy Court” in this Article shall be deemed to be replaced by the “District Court.” Nothing
contained in this Section shall expand the exclusive jurisdiction of the Bankruptcy Court beyond
that provided by applicable law.
13.4 District Court Jurisdiction. The District Court shall, without regard to the amount
in controversy, retain exclusive jurisdiction after entry of the Affirmation Order to hear and
determine any motion to extend the Channeling Injunction to a Talc Insurance Company, and shall
be deemed to have withdrawn the reference to the Bankruptcy Court for such purpose.
13.5 Reservation of Rights. Nothing contained in the Plan will (i) constitute a waiver of
any claim, right or cause of action that a Debtor, the Reorganized Debtors, or the Talc Personal
Injury Trust, as the case may be, may hold against the insurer under any policy of insurance or
insurance agreement, except to the extent the insurer is a Settling Insurance Company; or (ii) limit
the assertion, applicability or effect of any Talc Insurer Coverage Defense.
13.6 Compromises of Controversies. From and after the Effective Date, the Reorganized
Debtors and/or the Talc Personal Injury Trust, as appropriate based on assets and liabilities retained
or owed by each respectively, shall be authorized to compromise controversies in their discretion
in a manner not inconsistent with the terms of the Plan, without notice to any other party or
approval of or notice to the Bankruptcy Court.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.1 Closing of Chapter 11 Cases. The Reorganized Debtors shall, promptly after the
full administration of each Chapter 11 Case, file with the Bankruptcy Court all documents required
by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close such Chapter
11 Case.
14.2 Timing of Distributions or Actions. If any payment or act under the Plan is required
to be made or performed on a date that is not a Business Day, then the making of such payment or
the performance of such act may be completed on the next succeeding Business Day, but shall be
deemed to have been completed as of the required date.
14.3 Governing Law. Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules), or an instrument, agreement or other
document executed under the Plan provides otherwise, the rights, duties and obligations arising
under the Plan, and the instruments, agreements and other documents executed in connection with
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the Plan, shall be governed by, and construed and enforced in accordance with, the internal laws
of the State of Delaware without giving effect to the principles of conflicts of law thereof.
14.4 Entire Agreement. The Plan Documents set forth the entire agreement and
undertakings relating to the subject matter thereof and supersede all prior discussions, negotiations,
understandings and documents. No Entity shall be bound by any terms, conditions, definitions,
warranties, understandings, or representations with respect to the subject matter hereof, other than
as expressly provided for in the Plan or the other Plan Documents or as may hereafter be agreed
to by the affected parties in writing.
14.5 Headings. Headings are utilized in the Plan for convenience and reference only
and shall not constitute a part of the Plan for any other purpose.
14.6 Severability. If, prior to entry of the Confirmation Order, any term or provision of
the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy
Court, at the request of the Debtors (with the consent of Imerys S.A., the Tort Claimants’
Committee, and the FCR, which consent shall not be unreasonably withheld), shall have the power
to alter and interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void,
or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation by the Bankruptcy Court, the
remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in
no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The
Confirmation Order shall constitute a judicial determination and shall provide that each term and
provision of the Plan, as it may have been altered or interpreted in accordance with this Section, is
valid and enforceable pursuant to its terms.
14.7 Notices. All notices, requests and demands required or permitted to be provided to
the Debtors, the Reorganized Debtors, or the Plan Proponents under the Plan, in order to be
effective, shall be in writing, and unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, to the addresses set forth below:
THE DEBTORS:
IMERYS TALC AMERICA, INC.,

Attention: Ryan Van Meter, Esq.
100 Mansell Court East, Suite 300
Roswell, Georgia 3007
Telephone: (770) 645-3739
Facsimile: (770) 645-3475
Email: [email protected]

100
US-DOCS\120811676.4

[email protected]
- and -

Telephone: (312) 876-7700
Facsimile: (312) 993-9767


Facsimile: (302) 571-1253
- and -
280 Trumbull Street [email protected]
Telephone: (860) 275-8290
Facsimile: (860) 275-8299
101
US-DOCS\120811676.4

Erin Diers, Esq.
Telephone: (212) 837-6000
Facsimile: (212) 422-4726
[email protected]
[email protected]
14.8 Notice to Other Entities. After the occurrence of the Effective Date, the
Reorganized Debtors have authority to send a notice to entities providing that to continue to receive
documents pursuant to Bankruptcy Rule 2002, such entities must file a renewed request to receive
documents pursuant to Bankruptcy Rule 2002; provided, that neither of: (i) the U.S. Trustee and
(ii) counsel of record to Imerys S.A., need not file such a renewed request and shall continue to
receive documents without any further action being necessary. After the occurrence of the
Effective Date, the Reorganized Debtors are authorized to limit the list of entities receiving
documents pursuant to Bankruptcy Rule 2002 to: (i) the U.S. Trustee; (ii) counsel of record to
Imerys S.A.; (iii) counsel of record to CAMC; and (iv) those entities that have filed such renewed
requests.
14.9 Plan Supplement. Any and all exhibits, lists, or schedules referred to herein but not
filed with the Plan shall be contained in the Plan Supplement to be filed with the Clerk of the
Bankruptcy Court prior to the Confirmation Hearing on the Plan, and such Plan Supplement is
incorporated into and is part of the Plan as if set forth in full herein. The Plan Supplement will be
available for inspection in the office of the Clerk of the Bankruptcy Court during normal court
hours, at the website maintained by the Claims Agent (https://case.primeclerk.com/imerystalc),
and at the Bankruptcy Court’s website (ecf.deb.uscourts.gov).
14.10 Inconsistencies. To the extent the Plan is inconsistent with the Disclosure
Statement or other Plan Documents, the provisions of the Plan shall be controlling. To the extent
the Plan is inconsistent with the Confirmation Order on the Plan, the provisions of such
Confirmation Order shall be controlling.
14.11 Withholding of Taxes. The Disbursing Agent, the Talc Personal Injury Trust or
any other applicable withholding agent, as applicable, shall withhold from any assets or property
distributed under the Plan any assets or property which must be withheld for foreign, federal, state
and local taxes payable with respect thereto or payable by the Person entitled to such assets to the
extent required by applicable law.
14.12 Transfer Taxes. Pursuant to section 1146 of the Bankruptcy Code, and to the fullest
extent permitted by law, no stamp tax, transfer tax, filing fee, sales or use tax or other similar tax
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shall be imposed or assessed by any taxing authority on account of (i) the transfer of any assets or
property pursuant to the Plan; (ii) the making or delivery of an instrument of transfer under the
Plan; or (iii) the termination or extinguishment of any Equity Interests. The appropriate state or
local government officials or agents shall be directed to forego the collection of any such tax and
to accept for filing or recordation of any of the foregoing instruments or other documents without
the payment of any such tax.
14.13 Binding Effect. The rights, duties and obligations of any Entity named or referred
to in the Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of
such Entity.
14.14 Payment of Statutory Fees. All fees payable under section 1930 of title 28 of the
United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be
paid on or before the Effective Date. The Reorganized Debtors shall pay all such fees that arise
after the Effective Date, but before the closing of the Chapter 11 Cases, and shall comply with all
applicable statutory reporting requirements.
14.15 Duty to Cooperate. Nothing in the Plan, the other Plan Documents or the
Confirmation Order shall relieve (by way of injunction or otherwise) any Entity that is or claims
to be entitled to indemnity under a Talc Insurance Policy from any duty to cooperate that may be
required by any such insurance policy or under applicable law with respect to the defense and/or
settlement of any Claim for which coverage is sought under such Talc Insurance Policy. To the
extent that any Entity incurs costs in satisfying such duty to cooperate with respect to Talc Personal
Injury Claims, the Talc Personal Injury Trust shall reimburse such Entity for all such reasonable
out-of-pocket expenses.
14.16 Effective Date Actions Simultaneous. Unless the Plan or the Confirmation Order
provides otherwise, actions required to be taken on the Effective Date shall take place and be
deemed to have occurred simultaneously, and no such action shall be deemed to have occurred
prior to the taking of any other such action.
14.17 Consent to Jurisdiction. Upon default under the Plan, the Reorganized Debtors, the
Talc Personal Injury Trust, the Talc Trustees, the Tort Claimants’ Committee, the FCR, and the
Imerys Protected Parties, respectively, consent to the jurisdiction of the Bankruptcy Court, or any
successor thereto, and agree that it shall be the preferred forum for all proceedings relating to any
such default.
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Dated: January 27, 2021 IMERYS TALC AMERICA, INC.

Wilmington, Delaware (On behalf of itself and each of the Debtors)
/s/ Ryan Van Meter

Ryan Van Meter
Secretary of Imerys Talc America, Inc., Imerys Talc
Vermont, Inc. and Imerys Talc Canada Inc.
TORT CLAIMANTS’ COMMITTEE
/s/ Maura Kolb, Esq. of The Lanier Law Firm

As attorney for Robin Alander,
/s/ Steven T. Baron, Esq. of Baron & Budd, P.C.

As attorney for Lloyd Fadem,
as representative of the estate of Margaret Ferrell,
/s/ Ted Meadows, Esq. of Beasley, Allen, Crow,

Methvin, Portis & Miles, P.C.
As attorney for Deborah Giannecchini,
FUTURE CLAIMANTS’ REPRESENTATIVE
/s/ James L. Patton, Jr., Esq.

James L. Patton Jr.
Legal Representative for Future Talc Personal Injury
Claimants
IMERYS S.A.
(On behalf of itself and each of the Imerys Plan
Proponents)
/s/ Frédérique Berthier-Raymond

Frédérique Berthier-Raymond
Group General Counsel & Company Secretary of
Imerys S.A.
US-DOCS\120811676.4
COUNSEL FOR THE PLAN PROPONENTS

[email protected]
- and -

Telephone: (312) 876-7700
Facsimile: (312) 993-9767


Facsimile: (302) 571-1253
[email protected]
280 Trumbull Street
US-DOCS\120811676.4
Telephone: (860) 275-8290

Facsimile: (860) 275-8299

Erin Diers, Esq.
Telephone: (212) 837-6000
Facsimile: (212) 422-4726
[email protected]
[email protected]
US-DOCS\120811676.4
EXHIBIT A
Trust Distribution Procedures
US-DOCS\120811676.4
IVORY AMERICA PERSONAL INJURY

TRUST DISTRIBUTION PROCEDURES
21044188-v74
TABLE OF CONTENTS
Page
IVORY AMERICA PERSONAL INJURY TDP
SECTION I INTRODUCTION ..................................................................................................... 1

1.1 Purpose .............................................................................................................. 1
1.2 Interpretation ..................................................................................................... 1
1.3 Definitions ......................................................................................................... 2
SECTION II OVERVIEW........................................................................................................... 25
2.1 Trust Purpose ................................................................................................... 25
2.2 Sub-Funds ........................................................................................................ 25
2.3 Treatment of Indemnified Claims ................................................................... 26
2.4 Treatment of Ovarian Cancer A-D Claims...................................................... 28
2.5 Treatment of Mesothelioma Claims ................................................................ 29
2.6 Claim Treatment Summary ............................................................................. 30
2.7 Necessity of Filing a Trust Claim Form .......................................................... 31
2.8 Application of the Payment Percentages ......................................................... 31
2.9 Determination of the Maximum Annual Payments ......................................... 31
2.10 Indirect Talc Personal Injury Claims............................................................... 32
SECTION III TDP ADMINISTRATION ................................................................................... 32
3.1 TAC and FCR .................................................................................................. 32
3.2 Consent and Consultation Procedures ............................................................. 33
SECTION IV PAYMENT PERCENTAGE; PERIODIC ESTIMATES..................................... 33
4.1 Uncertainty of Debtors’ Talc Liabilities ......................................................... 33
4.2 Computation of Payment Percentage .............................................................. 33
4.3 Applicability of the Payment Percentage ........................................................ 35
SECTION V RESOLUTION OF TALC PERSONAL INJURY CLAIMS ................................ 36
5.1 Ordering, Processing and Payment of Claims ................................................. 36
5.2 Resolution of Unliquidated Talc Personal Injury Claims ............................... 39
5.3 Categorizing Claims as Exigent ...................................................................... 49
5.4 Indirect Talc Personal Injury Claims............................................................... 50
5.5 Evidentiary Requirements ............................................................................... 53
5.6 Claims Audit Program ..................................................................................... 55
i
TABLE OF CONTENTS
(continued)
Page
5.7 Arbitration ....................................................................................................... 57

5.8 Litigation ......................................................................................................... 58
SECTION VI CLAIMS MATERIALS ....................................................................................... 59
6.1 Claims Materials.............................................................................................. 59
6.2 Withdrawal or Deferral of Claims ................................................................... 59
6.3 Filing Requirements and Fees ......................................................................... 60
6.4 English Language ............................................................................................ 61
6.5 Confidentiality of Talc Personal Injury Claimants’ Submissions ................... 61
SECTION VII GENERAL GUIDELINES FOR LIQUIDATING AND PAYING
CLAIMS .......................................................................................................... 62
7.1 Claims Processing ........................................................................................... 62
7.2 Acceptance and Release .................................................................................. 63
7.3 Claims Disputes ............................................................................................... 64
7.4 Costs Considered ............................................................................................. 64
7.5 Discretion to Vary the Order and Amounts of Payments in the Event of
Limited Liquidity ............................................................................................ 65
7.6 Punitive Damages ............................................................................................ 65
7.7 Sequencing Adjustments ................................................................................. 66
7.8 Payment of Judgments for Money Damages ................................................... 67
7.9 Third-Party Services ........................................................................................ 68
7.10 Trust Disclosure of Information ...................................................................... 68
SECTION VIII MISCELLANEOUS .......................................................................................... 68
8.1 Non-Binding Effect of Trust and/or Litigation Outcome ................................ 68
8.2 Independence of the Trust ............................................................................... 68
8.3 Amendments .................................................................................................... 69
8.4 Severability ...................................................................................................... 69
8.5 Governing Law ................................................................................................ 69
8.6 Administration with Other Comparable Trusts ............................................... 70
ii
IVORY AMERICA PERSONAL INJURY TRUST DISTRIBUTION PROCEDURES1
The Ivory America Personal Injury Trust Distribution Procedures (“TDP”) contained
herein provide the means for resolving all Talc Personal Injury Claims under the Plan for which
the Protected Parties have or are alleged to have legal responsibility for or on account of Imerys
Talc America, Inc., Imerys Talc Vermont, Inc., Imerys Talc Canada Inc. and/or Imerys Talc Italy
S.p.A. as provided in and required by the Plan and the Trust Agreement for Ivory America, Inc.
(f/k/a Imerys Talc America, Inc.), Ivory Vermont, Inc. (f/k/a Imerys Talc Vermont, Inc.), Ivory
Canada, Inc. (f/k/a Imerys Talc Canada Inc.) and Imerys Talc Italy S.p.A. (the “Trust
Agreement”).
The Plan and the Trust Agreement establish the Ivory America Personal Injury Trust (the
“Trust”). The trustees as set forth in the Plan and the Trust Agreement (“Trustees”) shall
implement and administer these TDP in accordance with the Trust Agreement.
SECTION I
INTRODUCTION
1.1 Purpose. These TDP have been adopted pursuant to the Trust Agreement.
These TDP are intended to provide reasonable assurance that the Trust will value, and be in a
financial position to pay, Talc Personal Injury Claims that involve similar claims in substantially
the same manner.
1
Capitalized terms used but not defined in these TDP have the meanings ascribed to them in Article I of the Plan
(defined herein). To the extent that a term is defined in these TDP and the Plan, the definition contained in these
TDP controls. It is intended that these TDP will be utilized in the Cyprus Mines Bankruptcy and will be modified
accordingly. Such modifications are not intended to change the rights and obligations of holders of Talc Personal
Injury Claims in the Imerys Chapter 11 Cases under these TDPs but rather to ensure that the holders of talc personal
injury claims in the anticipated Cyprus Bankruptcy will use these procedures. For example, and not by way of
limitation, there may need to be definitions added to reflect the appointment of a future claimants representative in
the Cyprus Bankruptcy and the date of commencement of the Cyprus Bankruptcy.
1
1.2 Interpretation. Except as expressly provided below, nothing in these TDP
shall be deemed to create a substantive right for the holder of any Talc Personal Injury Claim.
To the extent these TDP provide certain rights and benefits to holders of Talc Personal Injury
Claims, such rights and benefits shall vest as of the Effective Date.
1.3 Definitions. The following capitalized terms used in these TDP shall have the
meanings set forth below:
1. “Acceptance and Release” shall have the meaning set forth in Section 7.2 of
these TDP.
2. “ADR Procedures” shall mean the binding arbitration procedures that have or
will be instituted by the Trust, with the consent of the TAC and FCR, for resolving disputes as
set forth in Section 5.7 of these TDP.
3. “Affiliate” shall mean, with respect to any specified entity: (a) an “affiliate,”
as defined in Section 101(2) of the Bankruptcy Code, of such specified entity; or (b) any other
entity that, directly or indirectly through one or more intermediaries or otherwise, controls, is
controlled by or is under common control with the specified entity. As used in clause (b) of the
prior sentence, “control” shall include the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of the specified entity (whether
through the ownership of equity, by contract or otherwise).
4. “Average Value” shall mean, as to each disease as applicable, the targeted
average of the value of existing and projected future Talc Personal Injury Claims.
5. “Bankruptcy Code” shall mean title 11 of the United States Code, as in effect
on February 13, 2019.
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6. “Bankruptcy Court” shall mean the United States Bankruptcy Court for the
District of Delaware which has jurisdiction over the Debtors’ chapter 11 cases captioned and
jointly administered as In re Imerys Talc America, Inc., et al., Case No. 19-10289 (LSS).
7. “Basic Claim Submission” shall mean the submission of Identifying
Information to the Trust.
8. “BRCA Reduction” shall mean (a) a 30% reduction in the value assigned to
the claim of an Ovarian Cancer Claimant who is positive for the BRCA 1 or BRCA 2 mutation;
or (b) a 15% reduction in the value assigned to the claim of an Ovarian Cancer Claimant who has
not undergone BRCA testing but has a family history of a first-degree relative (parent, sibling, or
child) having epithelial ovarian cancer or breast cancer.
9. “Canadian Claims” shall mean Talc Personal Injury Claims of individuals
exposed in Canada or who were resident in Canada at the time such claims are filed.
10. “Claims Audit Program” shall have the meaning set forth in Section 5.6 of
these TDP.
11. “Claims Bar Date” shall mean (i) October 15, 2019, for North American
Debtor Claims (subject to the exceptions contained in the General Bar Date Order), (ii) January
9, 2020, for Indirect Talc Personal Injury Claims against the North American Debtors, or (iii)
such other period of limitation as may be specifically fixed by an order of the Bankruptcy Court
for objecting to certain Claims.
12. “Claims Materials” shall have the meaning set forth in Section 6.1 of these
TDP.
13. “Claims Processor” shall have the meaning set forth in Section 5.6 of these
TDP.
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14. “Claimant’s Jurisdiction” shall mean either (a) the jurisdiction in which the
Talc Personal Injury Claim was filed against the Debtors or any of their Affiliates in the tort
system prior to the Petition Date or, (b) if the Talc Personal Injury Claim was not filed against
the Debtors or any of their Affiliates in the tort system prior to the Petition Date, then at the
claimant’s election (i) the jurisdiction in which the claimant resides or resided at the time of
diagnosis or when the claim is filed with the Trust; (ii) a jurisdiction in which the claimant
experienced Debtor Exposure; or (iii) any other jurisdiction in the United States or Canada where
the claimant has or could have filed a Claim against either the Debtors or any of their Affiliates
or any other defendant in the tort system.
15. “Clear Cell EOC Reduction” shall mean a 15% reduction in the value
assigned to a claim for an Ovarian Cancer Claimant involving clear cell epithelial ovarian
cancer.
16. “Complete Claim Submission” shall mean the substantially complete
submission of all required materials by a holder of a Talc Personal Injury Claim to the Trust.
17. “Confirmation Order” shall mean the order of the District Court; the
Bankruptcy Court and the District Court acting jointly; or, if an order is entered by the
Bankruptcy Court, the order of the District Court affirming the Bankruptcy Court’s order, that
confirms the Plan pursuant to Section 1129 of the Bankruptcy Code.
18. “Cosmetic Talc” shall mean talc that contains at least 90% talc mineral
and/or was used in pharmaceutical, cosmetic and/or hygiene products.
19. “Cross-Trust Audit Program” shall mean an audit program designed to
compare claims filed with the Trust against claims filed with all other trusts administered by the
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Claims Processor that participate in the Cross-Trust Audit Program but shall include no fewer
than four other trusts.
20. “Cyprus” shall mean, collectively, Cyprus Mines Corporation and Cyprus
Amax Minerals Company, a Delaware corporation (“CAMC”).
21. “Cyprus Contribution” shall mean, subject to the terms of the Cyprus
Mines Plan and the Cyprus Settlement Agreement, and subject to the occurrence of the Cyprus
Trigger Date, the Cyprus Protected Parties will make the following contributions to the Trust, to
be used for the payment of Talc Personal Injury Claims in accordance with these TDP and the
Trust Agreement:
(a) Cash Payments from CAMC. CAMC will pay a total of $130
million to the Trust in seven installments (the “CAMC Cash Payments”). The first three
payments shall each consist of $21.67 million and shall total $65 million. The next four
payments shall each consist of $16.25 million and shall total $65 million. Each payment shall be
made no later than as set forth in the following schedule: (i) within 30 days after the Cyprus
Trigger Date: $21.67 million (the “First Installment”); (ii) 1-year anniversary of the First
Installment: $21.67 million; (iii) 2-year anniversary of the First Installment: $21.67 million; (iv)
3-year anniversary of the First Installment: $16.25 million; (v) 4-year anniversary of the First
Installment: $16.25 million; (vi) 5-year anniversary of the First Installment: $16.25 million; and
(vii) 6-year anniversary of the First Installment: $16.25 million.
(b) Freeport Guarantee. Freeport shall provide a guarantee of the
CAMC Cash Payments and shall be subject to a minimum liquidity covenant of not less than
$500 million tested as of the end of each of its fiscal quarters. If Freeport fails to meet such
covenant in respect of any fiscal quarter before CAMC has paid the $130 million in full, Freeport
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will post security in favor of the Trust in respect of CAMC’s obligations under Section
10.10.5(a) of the Plan in the form of a performance bond, letter of credit, or other similar
instrument for all remaining cash payments. For purposes of Section 10.10.5(b) of the Plan,
“liquidity” means unrestricted cash of Freeport and its consolidated subsidiaries as of the
applicable test date, plus availability under Freeport’s revolving credit facilities at such time.
(c) Insurance and Other Rights. Upon the occurrence of the Cyprus
Trigger Date, and in accordance with the terms of the Cyprus Settlement Agreement: (i) the
Cyprus Protected Parties will assign any and all rights to and in connection with any Cyprus Talc
Insurance Policies to the Trust; (ii) the Trust will assume all present and future obligations
associated with recovering proceeds under the Cyprus Talc Insurance Policies; provided that solely
to the extent that the Trust asserts any claim as assignee of a Cyprus Protected Party bound by the
PDC Agreement, the Trust shall abide by the terms of the PDC Agreement; provided further that
unless otherwise stated in the Plan or the Cyprus Settlement Agreement, such obligations shall not
include any obligations undertaken by any Cyprus Protected Party in any settlement agreement or
other contract compromising or releasing any rights under any Cyprus Talc Insurance Policy; and
(iii) the Cyprus Protected Parties shall transfer and assign to the Trust any and all other rights of
reimbursement, contribution, or indemnification relating to or in connection with the Talc Personal
Injury Claims as to which the Cyprus Protected Parties are being protected under the Plan and/or
the Cyprus Mines Plan.
(d) Indemnification, Contribution, and Subrogation Rights. Upon the
occurrence of the Cyprus Trigger Date, and in accordance with the terms of the Cyprus
Settlement Agreement, the appropriate Cyprus Protected Parties shall each execute and deliver to
the Trust, in a form reasonably acceptable to the Trust, an assignment to the Trust of: (i) all of
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their rights to or claims for indemnification, contribution (whether via any “other insurance”
clauses or otherwise), or subrogation against any Person relating to the payment or defense of
any Talc Personal Injury Claim or any past talc-related claim against the Debtors or the Cyprus
Protected Parties prior to the Cyprus Trigger Date, and (ii) all of the other rights to or claims for
indemnification, contribution (whether via any “other insurance” clauses or otherwise), or
subrogation against any Person relating to any Talc Personal Injury Claim or other claims
channeled to the Trust. The Cyprus Contribution shall be allocated 55% to Mesothelioma Claims
and 45% to Ovarian Cancer Claims. The FCR is currently examining the allocation described in
this paragraph. For the avoidance of doubt and solely for purposes of allocations among the
Funds, the Cyprus Contribution includes 100% of the proceeds of the Cyprus Talc Insurance
Policies. This allocation is for internal bookkeeping only and is not an adjudication or agreement
of the relative rights of Cyprus or Imerys to the Cyprus Talc Insurance Policies.
22. “Cyprus Industrial Talc” shall mean Cyprus Talc that was intended to be
incorporated into and/or was incorporated into products other than pharmaceutical, cosmetic
and/or hygiene products.
23. “Cyprus Parties” shall mean, collectively, Cyprus and Freeport.
24. “Cyprus Settlement” shall mean that certain comprehensive settlement by
and among the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, the FCR, and the
Imerys Plan Proponents, the terms of which are set forth in and implemented by the Plan, the
Cyprus Mines Plan, and the Cyprus Settlement Agreement, pursuant to which, in exchange for
the Cyprus Contribution and other good and valuable consideration, the Cyprus Protected Parties
receive the benefit of the releases, Injunctions, and other protections set forth in the Plan, the
Cyprus Mines Plan, and the Cyprus Settlement Agreement.
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25. “Cyprus Settlement Agreement” shall mean the Settlement Agreement and
Release among the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, the FCR, and
the Imerys Plan Proponents, in substantially the form contained in the Plan Supplement.
26.“Cyprus Talc” shall mean talc mined, processed, manufactured, sold, and/or
distributed by Cyprus Mines Corporation or any of its predecessors or affiliates including but not
limited to United Sierra Corporation, Cyprus Industrial Minerals Corporation, CMC-Sierra
Corporation or Cyprus Georesearch Company.
27. “Cyprus Trigger Date” means the later of (i) the later of the Effective Date
or the date the Affirmation Order becomes a Final Order or (ii) the Cyprus Mines Plan Trigger
Date.
28. “Debtors” shall mean Ivory America, Inc. (f/k/a Imerys Talc America, Inc.),
Ivory Vermont, Inc. (f/k/a Imerys Talc Vermont, Inc.), Ivory Canada, Inc. (f/k/a Imerys Talc
Canada Inc.) and Imerys Talc Italy S.p.A. individually, collectively or in any combination.
29. “Debtor Exposure” shall mean credible evidence (a) of exposure to talc or a
product containing talc mined, processed, manufactured, sold and/or distributed by the Debtors,
or for which the Debtors otherwise have legal responsibility, or (b) of conduct for which the
Debtors have legal responsibility that exposed the claimant to such product.
30. “Direct Claimant” shall mean the holder of a Direct Talc Personal Injury
Claim to whom the Trust has a liability or obligation under the Plan and these TDP.
31. “Direct Talc Personal Injury Claim” shall mean a Talc Personal Injury
Claim that is not an Indirect Talc Personal Injury Claims.
32. “Effective Date” shall mean the date on which the Plan becomes effective.
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33. “Exigent Claim” shall mean an Exigent Health Claim or an Exigent
Hardship Claim.
34. “Exigent Hardship Claim” shall mean a Direct Talc Personal Injury Claim
that is compensable hereunder, for which the Trust, in its sole discretion, determines that (i) the
claimant needs immediate financial assistance based on the claimant’s expenses and all sources
of available income, and (ii) there is a causal connection between the claimant’s dire financial
condition, and the claimant’s talc-related disease.
35. “Exigent Health Claim” shall mean a Direct Talc Personal Injury Claim
filed by a claimant who is living when the Direct Talc Personal Injury Claim is filed and that is
compensable hereunder, and as to which the claimant provides a declaration or affidavit made
under penalty of perjury by a physician who has examined the claimant within one hundred
twenty (120) days of the date of declaration or affidavit in which the physician states that (a)
there is substantial medical doubt that the claimant will survive beyond six (6) months from the
date of the declaration or affidavit, and (b) the claimant’s terminal condition is caused, in whole
or in part, by the relevant talc-related disease.
36. “Expedited Review Process” shall mean the claims-resolution method by
which Talc Personal Injury Claims for Ovarian Cancer or Mesothelioma are evaluated to
determine whether they are entitled to receive the applicable Scheduled Values as described in
Section 5.2(a) hereof.
37. “FIFO” shall mean “first-in-first-out” and refers to the impartial basis for
establishing a sequence pursuant to which all Talc Personal Injury Claims shall be valued and
paid by the Trust.
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38. “FIFO Processing Queue” shall mean the FIFO line-up on which the Trust
reviews Complete Claim Submissions.
39. “FIFO Payment Queue” shall have the meaning assigned set forth in
Section 5.1(b) of these TDP.
40. “Final Order” shall mean, as applicable, an order or judgment of the
Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject
matter, which has not been reversed, stayed, modified or amended, and as to which the time to
appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely
taken, or as to which any appeal that has been taken or any petition for certiorari that has been or
may be filed has been resolved by the highest court to which the order or judgment could be
appealed or from which certiorari could be sought or the new trial, reargument or rehearing shall
have been denied, resulted in no modification of such order or has otherwise been dismissed with
prejudice.
41. “Foreclosed Jurisdiction” shall mean a jurisdiction which describes a claim
for compensatory damages under these TDP as a claim for “exemplary” or “punitive” damages
thereby foreclosing a claimant from a remedy or compensation under these TDP if the law for
that jurisdiction were to be applied hereunder.
42. “Foreign Claim” shall mean a Talc Personal Injury Claim with respect to
which: (i) the purchase of a product containing talc mined, processed, manufactured, sold and/or
distributed by the Debtors, or for which the Debtors otherwise have legal responsibility occurred
outside of the United States or Canada and their territories and possessions, and (ii) the Debtor
Exposure occurred outside of the United States or Canada and their territory and possessions. For
the avoidance of doubt, a Canadian Claim is not a Foreign Claim.
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43. “Freeport” shall mean Freeport-McMoRan Inc.
44. “FCR” shall mean James L. Patton, Jr., Esquire, the legal representative for
persons who might subsequently assert talc-related demands, who was appointed pursuant to an
order of the Bankruptcy Court dated June 3, 2019 [Docket No. 647] and continues in that
capacity in connection with the Trust, and any validly appointed successor.
45. “Identifying Information” shall mean, with respect to the holder of a Talc
Personal Injury Claim, the holder’s: (i) name, (ii) address; (iii) social security number (if the
holder has one); and (iv) counsel serving as the holder’s Representative (if any) and such
counsel’s address.
46. “Imerys Affiliated Parties” shall mean, in each case during the times the
Debtors were direct or indirect subsidiaries of Imerys S.A. and solely in their capacities as such:
(i) direct or indirect shareholders of Imerys S.A.; (ii) current and former officers, directors,
principals, members, partners, managers, employees, agents, advisory board members, financial
advisors, attorneys, accountants, investment bankers, consultants, representatives, experts, and
other professionals of the Imerys Corporate Parties and/or the Debtors; and (iii) with respect to
each of the foregoing Persons in clauses (i) and (ii), each such Persons’ respective heirs,
executors, estates, and nominees, as applicable. For the avoidance of doubt, the Imerys Affiliated
Parties exclude J&J, Rio Tinto, and Cyprus.
47. “Imerys Corporate Parties” shall mean Imerys S.A. and all Persons listed
on Schedule I to the Plan, each of which are or were Affiliates of Imerys S.A. during the time
that the Debtors were owned or controlled by Imerys S.A., hereto, and the successors and assigns
of such Persons, solely in their capacity as such. Schedule I is an exclusive list. For avoidance of
doubt, Imerys Corporate Parties does not include, among others, J&J, Rio Tinto, or Cyprus.
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48. “Imerys Industrial Talc” shall mean Imerys Talc that was intended to be
incorporated into and/or was incorporated into products other than pharmaceutical, cosmetic
and/or hygiene products.
49. “Imerys Protected Parties” shall mean the Imerys Corporate Parties and the
Imerys Affiliated Parties.
50. “Imerys Settlement” shall mean that certain comprehensive settlement by
and among the Plan Proponents, the terms of which are set forth and implemented in the Plan.
51. “Imerys Settlement Proceeds” shall mean (i) $75 million, consisting of
$74.5 million in Cash and the Talc PI Note, plus (ii) the Sale Proceeds, plus (iii) a contingent
purchase price enhancement of up to $102.5 million, subject to the Cash value of the Sale
Proceeds provided that in the event the Sale contemplated by and pursuant to the Sale Order
closes, no contingent purchase price enhancement shall be payable, less (iv) if the DIP Order is
entered, amounts required to pay the DIP Facility Claims pursuant to the terms of the DIP Loan
Documents and Allowed by the DIP Order, less (v) if the DIP Order is not entered, Imerys S.A.’s
reasonable and documented out-of-pocket costs and expenses of negotiation and preparation of
the DIP Loan Documents estimated to be $400,000 as of December 10, 2020.
52. “Imerys Talc” shall mean talc mined, processed, manufactured, sold, and/or
distributed by the Debtors and any of their predecessors including but not limited to (i) Imerys
Talc Vermont, Inc f/k/a Windsor Minerals, Inc., and Cyprus Windsor Minerals Corp.; (ii)
Imerys Talc America, Inc, f/k/a Cyprus Talc Corporation and Luzenac America, Inc.; and (iii)
Imerys Talc Canada Inc. f/k/a Luzenac, Inc. Notwithstanding anything contained here, neither
J&J nor any Affiliate of J&J shall be treated as or considered a predecessor to any of the
Debtors, Rio Tinto, or Cyprus.
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53. “Indemnified” shall mean, when used to describe any Talc Personal Injury
Claim or any category of Talc Personal Injury Claims, in respect of which the Debtors, the Trust,
and/or any other person or entity who could have asserted, or may assert, rights under and to the
J&J Indemnities.
54. “Indemnified Claims” shall mean Talc Personal Injury Claims that are
Indemnified, including, without limitation, any claims asserting exposure to cosmetic talc
manufactured, distributed or sold by J&J during the time periods covered by the J&J
Indemnities.
55. “Indemnified Claimants” shall mean the holders of Indemnified Claims.
56. “Indirect Talc Personal Injury Claim” shall mean a Talc Personal Injury
Claim of any corporation (as defined in section 101(9) of the Bankruptcy Code), co-defendant of
a Debtor, or predecessor of a Debtor for contribution, reimbursement, subrogation, or indemnity,
whether contractual or implied by law (as those terms are defined by applicable non-bankruptcy
law of the relevant jurisdiction), and any other derivative Talc Personal Injury Claim of any
corporation (as defined in section 101(9) of the Bankruptcy Code), co-defendant of a Debtor, or
predecessor of a Debtor, whether in the nature of or sounding in contract, tort, warranty, or other
theory of law. For the avoidance of doubt, an Indirect Talc Personal Injury Claim shall not
include any claim for or otherwise relating to death, injury, or damages caused by talc or a
product or material containing talc that is asserted by or on behalf of any injured individual, the
estate, legal counsel, relative, assignee, or other representative of any injured individual, or an
individual who claims injury or damages as a result of the injury or death of another individual
regardless of whether such claim is seeking compensatory, special, economic, non-economic,
punitive, exemplary, administrative, or any other costs or damages, or any legal, equitable or
13
other relief whatsoever, including pursuant to a settlement, judgment, or verdict. By way of
illustration and not limitation, an Indirect Talc Personal Injury Claim shall not include any claim
for loss of consortium, loss of companionship, services and society, or wrongful death.
57. “Indirect Claimant” shall mean the holder of an Indirect Talc Personal
Injury Claim.
58. “Individual Review Process” shall mean the claims-resolution method in
which a Talc Personal Injury Claim is individually evaluated as described in Section 5.2(b).
59. “Initial Claims Filing Date” shall mean the date on which the Trust first
begins to accept claims.
60. “Initial Payment Percentages” shall mean the initial payment percentages
established herein based upon (i) an equitable distribution of the Trust with respect to existing
and projected future claims, (ii) the assumption that generally the Average Values will be
achieved with respect to existing and projected future Talc Personal Injury Claims; and (iii) the
funding of the Trust.
61. “J&J” shall mean Johnson & Johnson, Johnson & Johnson Baby Products
Company, Johnson & Johnson Consumer Companies, Inc., Johnson & Johnson Consumer Inc.,
Johnson & Johnson Consumer Products, Inc., and each of their past and present parents,
subsidiaries and Affiliates, direct and indirect equity holders, and the successors and assigns of
each, excluding the Debtors and the Imerys Non-Debtors.
62. “J&J Indemnities” shall mean any and all indemnity rights of the Debtors,
the Protected Parties, and the Imerys Non-Debtors against J&J for Talc Personal Injury Claims,
including, without limitation, pursuant to: (i) that certain Agreement, between Cyprus Mines
Corporation and Johnson & Johnson, dated as of January 6, 1989; (ii) that certain Talc Supply
14
Agreement, between Windsor Minerals Inc. and Johnson & Johnson Baby Products Company, a
division of Johnson & Johnson Consumer Products, Inc., dated as of January 6, 1989; (iii) that
certain Supply Agreement between Johnson & Johnson Consumer Companies, Inc. and Luzenac
America, Inc., dated as of April 15, 2001; (iv) that certain Material Purchase Agreement,
between Johnson & Johnson Consumer Companies, Inc. and Luzenac America, Inc., dated as of
January 1, 2010; (v) that certain Material Purchase Agreement, between Johnson & Johnson
Consumer Companies, Inc. and Luzenac America, Inc., dated as of January 1, 2011; or (vi) any
other applicable agreement, order, or law.
63. “J&J Product” shall mean any product manufactured, distributed or sold by
J&J containing or allegedly containing Cyprus Talc or Imerys Talc, including without limitation
Johnson’s Baby Powder and Shower to Shower.
64. “Maximum Annual Payments” shall mean the maximum allowable
amounts to be paid out for Talc Personal Injury Claims by the Trust for each Fund annually.
65. “Maximum Value” shall mean the maximum amount payable by the Trust
for a Talc Personal Injury Claim for a specific category of disease under the Trust Agreement.
66. “Medical/Exposure Criteria” shall mean the presumptive medical and
exposure requirements for a Talc Personal Injury Claimant to receive an offer under the
Expedited Review Process or the Individual Review Process.
67. “Mesothelioma” shall mean a type of cancer caused by exposure to asbestos
that develops from the thin layer of tissue that covers many of the internal organs known as the
mesothelium, including that found in the lining of the lungs and chest wall, abdomen, heart, and
testes.
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68. “Mesothelioma Claim” shall mean a Talc Personal Injury Claim for
Mesothelioma A or Mesothelioma B.
69. “Mesothelioma A” shall mean a Mesothelioma Claim alleging Regular and
Routine Exposure to Cosmetic Talc.
70. “Mesothelioma B” shall mean Mesothelioma Claim alleging Regular and
Routine Exposure to Industrial Talc.
71. “Mesothelioma __ Claim” shall mean in reference to Mesothelioma A or
Mesothelioma B, a Talc Personal Injury Claim for Mesothelioma A or Mesothelioma B,
respectively.
72. “Mesothelioma __ Claimant” shall mean a Talc Personal Injury Claimant
for the applicable Mesothelioma Claim.
73. “Mixed Claim” shall mean a Talc Personal Injury Claim for Ovarian Cancer
or Mesothelioma that is both an Indemnified Claim and a Non-Indemnified Claim.
74. “Non-Indemnified Claim” shall mean any Talc Personal Injury Claim that is
not an Indemnified Claim.
75. “Other Disease” shall mean any Talc Personal Injury Claim that is not for
Ovarian Cancer A-D or Mesothelioma A-B.
76. “Ovarian Cancer” shall mean epithelial ovarian cancer (serous,
endometrioid, undifferentiated, clear cell, borderline and mucinous), fallopian tube cancer, or
primary peritoneal cancer. For the avoidance of doubt, Ovarian Cancer includes Ovarian Cancer
A through D.
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77. “Ovarian Cancer A” shall mean: (a) a diagnosis of Stage IV Ovarian Cancer
of a person with serous, endometrioid, clear cell and/or undifferentiated Ovarian Cancer, or (b)
recurrence of or death from serous, endometrioid, clear cell, or undifferentiated Ovarian Cancer.
78. “Ovarian Cancer B” shall mean a diagnosis of Stage III Ovarian Cancer of a
person with serous, endometrioid, clear cell, or undifferentiated Ovarian Cancer.
79. “Ovarian Cancer C” shall mean a diagnosis of Stage II Ovarian Cancer of a
person with serous, endometrioid, clear cell, or undifferentiated Ovarian Cancer.
80. “Ovarian Cancer D” shall mean (i) a diagnosis of Stage I Ovarian Cancer of
a person with serous, endometrioid, clear cell, or undifferentiated Ovarian Cancer, and (ii) all
borderline serous Ovarian Cancers.
81. “Ovarian Cancer __ Claim” shall mean in reference to Ovarian Cancer A
through D, a Talc Personal Injury Claim for Ovarian Cancer A through D, respectively.
82. “Ovarian Cancer __ Claimant” shall mean a Talc Personal Injury Claimant
for the applicable Ovarian Cancer Claim.
83. “Ovarian Cancer A-D Claim” shall mean all Talc Personal Injury Claims
for Ovarian Cancer A, Ovarian Cancer B, Ovarian Cancer C and Ovarian Cancer D.
84. “Ovarian Cancer Claim” shall mean a Talc Personal Injury Claim for
Ovarian Cancer.
85. “Payment Percentage” shall have the meaning set forth in Section 4.1 of
these TDP.
86. “Personal Use Exposure” shall mean, in connection with Ovarian Cancer,
the regular or routine application of body powder containing Imerys Talc to the genital area by
17
girls who have reached puberty or women, for a period of three-years, which period does not
have to be continuous.
87. “Petition Date” shall mean February 13, 2019 for each of the Debtors except
Imerys Talc Italy S.p.A. for which the date is __[TBD]____.
88. “Plan” shall mean the Ninth Amended Joint Chapter 11 Plan of
Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates Under Chapter 11 of the
Bankruptcy Code, as the same may be amended or modified from time to time.
89. “Protected Parties” shall mean any of the following: (a) the Debtors and
any Person who served as a director or officer of any Debtor at any time during the Chapter 11
Cases, but solely in such Person’s capacity as such; (b) the Reorganized Debtors; (c) the Imerys
Protected Parties; (d) any Person, except for the Trust, that, pursuant to the Plan or otherwise,
after the Effective Date, becomes a direct or indirect transferee of, or successor to, the Debtors,
the Reorganized Debtors, or any of their respective assets (but only to the extent that liability is
asserted to exist as a result of its becoming such a transferee or successor); (e) the Buyer (but
only to the extent that liability is asserted to exist as a result of its becoming a transferee or
successor to the Debtors); (f) the Settling Talc Insurance Companies; (g) the Rio Tinto Protected
Parties; and (h) the Cyprus Protected Parties (upon the Cyprus Trigger Date). For the avoidance
of doubt, J&J is not a Protected Party.
90. “Regular and Routine Exposure” shall mean, as applicable, Regular and
Routine Exposure to Cosmetic Talc or Regular and Routine Exposure to Industrial Talc.
91. “Regular and Routine Exposure to Cosmetic Talc” shall mean, in
connection with Mesothelioma, (a) a three-year period of the regular or routine use of a personal
care/cosmetic/hygiene product containing Cyprus Talc and/or Imerys Talc, and (b) no other
18
significant occupational or industrial exposure (whether direct or bystander) to asbestos from a
source other than Cyprus Talc and/or Imerys Talc.
92. “Regular and Routine Exposure to Industrial Talc” shall mean, in
connection with Mesothelioma, (a) a one-year period of the regular or routine (i) personal
occupational exposure (whether direct or bystander) to Cyprus and/or Imerys Industrial Talc not
incorporated in a product, or (ii) use of a product containing Cyprus and/or Imerys Industrial
Talc, and (b) no other significant occupational or industrial exposure (whether direct or
bystander) to asbestos from a source other than Cyprus and/or Imerys Talc.
93. “Reorganized Debtors” shall mean the Debtors on and after the Effective
Date.
94. “Representative” shall mean an individual or entity acting under legal
authority on behalf of a holder of a Talc Personal Injury Claim, which includes counsel. For the
avoidance of doubt, a representation of authority by counsel shall be sufficient evidence of
authority.
95. “Rio Tinto” shall mean the Rio Tinto Corporate Parties identified in the Rio
Tinto/Zurich Settlement. For the avoidance of doubt, Rio Tinto does not include Zurich
American Insurance Company.
96. “Rio Tinto/Zurich Settlement” shall mean that certain comprehensive
settlement set forth in the Plan and the Rio Tinto/Zurich Settlement Agreement and implemented
by the Plan by and among: (i) Rio Tinto, on behalf of itself and the Rio Tinto Captive Insurers,
and for the benefit of the Rio Tinto Protected Parties, and Zurich, on behalf of itself and for the
benefit of the Zurich Protected Parties, on the one hand, and (ii) the Debtors, on the other hand,
and consented to by the Tort Claimants’ Committee and the FCR, pursuant to which, in
19
exchange for the Rio Tinto/Zurich Contribution, the Rio Tinto Protected Parties, the Rio Tinto
Captive Insurers, and the Zurich Protected Parties receive the benefit of the Channeling
Injunction and other protections set forth herein and in the Rio Tinto/Zurich Settlement
Agreement.
97. “Rio Tinto/Zurich Settlement Proceeds” shall mean the Cash proceeds of
the Rio Tinto/Zurich Settlement consisting of $340 million.
98. “Scheduled Value” shall mean the specific value set forth in Section
5.2(a)(iii) of these TDP to be assigned to claims that elect the Expedited Review Process and
satisfy the applicable Medical/Exposure Criteria.
99. “Secondary Mesothelioma Claim A” shall have the meaning set forth in
Section 5.2(b)(v) of these TDP.
100. “Secondary Mesothelioma Claim B” shall have the meaning set forth in
Section 5.2(b)(v) of these TDP.
101. “Secondary Mesothelioma Claimant” shall mean the holder of a Talc
Personal Injury Claim for the applicable Secondary Mesothelioma Claim A or B.
102. “Settled and Unpaid Talc Personal Injury Claim” shall mean a Talc
Personal Injury Claim that was settled and resolved prior to the Petition Date but for which
payment did not occur prior to the Petition Date.
103. “Settling Talc Insurance Company” shall mean, solely with respect to
Settled Talc Insurance Policies: (a) the Zurich Protected Parties; (b) the Rio Tinto Captive
Insurers; (c) the Cyprus Settling Talc Insurance Companies; (d) prior to the Effective Date, any
other Talc Insurance Company that contributes funds, proceeds, or other consideration to or for
the benefit of the Talc Personal Injury Trust and is designated, with the consent of the Debtors,
20
the Tort Claimants’ Committee, and the FCR, in the Confirmation Order and/or the Affirmation
Order, to be a Settling Talc Insurance Company; and (e) following the Effective Date, each Talc
Insurance Company that contributes funds, proceeds, or other consideration to or for the benefit
of the Talc Personal Injury Trust and is designated as a Settling Talc Insurance Company by the
Talc Personal Injury Trust, the Talc Trust Advisory Committee, and the FCR; provided,
however, that any post-Effective Date addition to the list of Protected Parties does not become
effective until entry of a Final Order approving the addition.
104. “TAC” shall mean the Trust Advisory Committee that represents the
interests of holders of present Talc Personal Injury Claims pursuant to the Plan and Trust
Agreement.
105. “Talc Insurance Company” shall mean any insurance company, insurance
syndicate, coverholder, insurance broker or syndicate insurance broker, guaranty association, or
any other Entity that may have liability under a Talc Insurance Policy.
106. “Talc Insurance Settlement Agreements” shall mean (a) the Rio
Tinto/Zurich Settlement Agreement and (b) any other settlement agreement entered into after
February 13, 2019 by and among any Talc Insurance Company and one or more of the Debtors
and consented to by the Tort Claimants’ Committee (or the TAC, after the Effective Date) and
the FCR, in which a Talc Insurance Policy and/or the Debtors’ rights thereunder with respect to
Talc Personal Injury Claims are released.
107. “Talc Insurance Proceeds” shall mean the proceeds of the Talc Insurance
Settlement Agreements.
108. “Talc Personal Injury Claim” shall mean any Claim and any Talc Personal
Injury Demand against one or more of the Debtors or any other Protected Party whether known
21
or unknown, including with respect to any manner of alleged bodily injury, death, sickness,
disease or alleged disease process, emotional distress, fear of cancer, medical monitoring, or any
other alleged personal injuries (whether physical, emotional or otherwise), directly or indirectly
arising out of or relating to the presence of or exposure to talc or talc-containing products based
on the alleged pre-Effective Date acts or omissions of the Debtors or any other entity for whose
conduct the Debtors have or are alleged to have liability (but only to the extent such Claim or
Talc Personal Injury Demand directly or indirectly arises out of or relates to the alleged pre-
Effective Date acts or omissions of the Debtors), including, without limitation any claims
directly or indirectly arising out of or relating to: (a) any products previously mined, processed,
manufactured, sold (including, without limitation, any Sale pursuant to the Sale Order) and/or
distributed by the Debtors or any other entity for whose conduct the Debtors have or are alleged
to have liability, but in all cases only to the extent of the Debtors’ liability; (b) any materials
present at any premises owned, leased, occupied or operated by any entity for whose products,
acts, omissions, business or operations the Debtors have, or are alleged to have, liability; or (c)
any talc in any way connected to the Debtors alleged to contain asbestos or other constituent.
Talc Personal Injury Claims include all such claims, whether: (1) in tort, contract, warranty,
restitution, conspiracy, contribution, indemnity, guarantee, subrogation, or any other theory of
law, equity or admiralty, whether brought, threatened or pursued in any United States court or
court anywhere in the world; (2) seeking compensatory, special, economic, non-economic,
punitive, exemplary, administrative or any other costs, fees, injunctive or similar relief or any
other measure of damages; (3) seeking any legal, equitable or other relief of any kind
whatsoever, including, for the avoidance of doubt, any claims arising out of or relating to the
presence of or exposure to talc or talc-containing products assertable against one or more
22
Debtors or any other Protected Party; or (4) held by claimants residing within the United States
or in a foreign jurisdiction. Talc Personal Injury Claims also include any such claims that have
been resolved or are subject to resolution pursuant to any agreement, or any such claims that are
based on a judgment or verdict. Talc Personal Injury Claims do not include any claim by any
present or former employee of a predecessor or Affiliate of the Debtors for benefits under a
policy of workers’ compensation insurance or for benefits under any state or federal workers’
compensation statute or other statute providing compensation to an employee from an employer.
For the avoidance of doubt, the term Talc Personal Injury Claim includes, without limitation (i)
all claims, debts, obligations, or liabilities for compensatory damages (such as, without
limitation, loss of consortium, medical monitoring, personal or bodily injury, wrongful death,
survivorship, proximate, consequential, general, and special damages) and punitive damages; and
(ii) Indirect Talc Personal Injury Claims. Notwithstanding the foregoing, Talc Personal Injury
Claims do not include any claim that a Settling Talc Insurance Company may have against its
reinsurers and/or retrocessionaires in their capacities as such, and nothing in the Plan, the Plan
Documents, or the Confirmation Order shall impair or otherwise affect the ability of a Settling
Talc Insurance Company to assert any such claim against its reinsurers and/or retrocessionaires
in their capacities as such.
109. “Talc Personal Injury Claimant” shall mean the holder of a Talc Personal
Injury Claim.
110. “Talc Personal Injury Demand” shall mean a demand for payment,
present or future, against one or more of the Debtors or any other Protected Party that (A) falls
within the meaning of “demand” in section 524(g) of the Bankruptcy Code; (B) (i) manifests
after the Effective Date, (ii) arises out of the same or similar conduct or events that gave rise to a
23
Claim that is a Talc Personal Injury Claim, and (iii) is caused or allegedly caused by any
constituent other than asbestos; and/or (C) (i) was not a claim prior to the Effective Date, (ii)
arises out of the same or similar conduct or events that gave rise to a Claim that is a Talc
Personal Injury Claim, and (iii) is to be resolved pursuant to the terms of the Talc Personal Injury
Trust.
111. “Talc Personal Injury Trust Assets” shall mean the following assets and
any income, profits, and proceeds derived from such assets subsequent to the transfer of such
assets to the Talc Personal Injury Trust: (a) the Imerys Settlement Funds; (b) the right to receive
the Rio Tinto/Zurich Contribution pursuant to the Rio Tinto/Zurich Settlement; (c) the right to
receive the Cyprus Contribution pursuant to the Cyprus Settlement, subject to the terms of the
Cyprus Settlement Agreement and conditioned upon occurrence of the Cyprus Trigger Date; (d)
all Cash held by the North American Debtors as of the Effective Date, not including the Cash
used to fund the Reserves; (e) all non-Cash assets included in the Imerys Contribution, including
the Contributed Indemnity and Insurance Interests; (f) the Talc Personal Injury Trust Causes of
Action and any and all proceeds thereof; (g) the Talc Insurance Actions; (h) the Talc Insurance
Action Recoveries; (i) the rights of the Debtors with respect to Talc Insurance Policies, Talc
Insurance CIP Agreements, Talc Insurance Settlement Agreements, and Claims thereunder; (j)
the Reorganized North American Debtor Stock; (k) all Cash remaining in the Reserves, if any, to
be distributed to the Talc Personal Injury Trust in accordance with the Plan; (l) any and all other
funds, proceeds, or other consideration otherwise contributed to the Talc Personal Injury Trust
pursuant to the Plan and/or the Confirmation Order or other order of the Bankruptcy Court; (m)
the rights of the Debtors with respect to the J&J Indemnification Obligations; and (n) the income
or earnings realized or received in respect to items (a) to (m) above. The rights of any Cyprus
24
Protected Parties under the J&J Agreements, including any J&J Indemnification Obligations, or
under any Cyprus Talc Insurance Policy or with respect to the Talc Insurance Actions, shall not
constitute “Talc Personal Injury Trust Assets” for any purpose until the occurrence of the Cyprus
Trigger Date (and then as provided for under the Cyprus Settlement).
112. “Tort System Election Claim” shall mean the Talc Personal Injury Claim
of a Tort System Election Claimant.
113. “Tort System Election Claimant” shall mean the holder of an Indemnified
Claim or Mixed Claim who elects to pursue such claim against one or more of the Debtors in the
tort system in any court of competent jurisdiction selected by such Talc Personal Injury
Claimant, in their sole discretion.
114. “Trust Claim Form” shall mean the form issued by the Trust for
submitting a claim, which form shall be subject to the consent of the TAC and FCR.
115. “Trust Election Claim” shall mean the Talc Personal Injury Claim of a
Trust Election Claimant.
116. “Trust Election Claimant” shall mean the holder of an Indemnified Claim
that elects to seek recovery from the Trust in lieu of proceeding in the tort system.
117. “Trust Fund” shall mean the Talc Personal Injury Trust Assets but not
including the Cyprus Contribution.
SECTION II
OVERVIEW
2.1 Trust Purpose. The purpose of the Trust is to assume the liability for Talc
Personal Injury Claims pursuant to the terms of the Plan, and to use the Talc Personal Injury
Trust Assets to resolve and, if appropriate, promptly pay Talc Personal Injury Claims in such a
way that holders of similar Talc Personal Injury Claims are valued and paid in substantially the
25
same manner and otherwise comply with the requirements of a trust set forth in section 524(g) of
the Bankruptcy Code. To this end, these TDP set forth procedures for processing, resolving, and
paying (as appropriate) Ovarian Cancer A-D Claims and Mesothelioma Claims A and B through
the Expedited Review Process in Section 5.2(a) or the Individual Review Process in Section
5.2(b). The Trust has established Medical/Exposure Criteria in recognition of the unique and
widespread consumer and commercial nature of the use of Imerys Talc and Imerys Talc
containing products and in recognition of the limited Talc Personal Injury Trust Assets and
Cyprus Contribution.
2.2 Sub-Funds. The Trust Fund and Cyprus Contribution shall be divided into
three funds within the Trust (each, a “Fund”). Each Fund operates entirely separately and any
changes to the administration of one Fund, such as changes to Medical/Exposure Criteria,
Scheduled, Average or Maximum Values, Payment Percentage or Maximum Annual Payment,
shall not affect or require changes to the other Funds. Each Fund shall be subject to the terms set
forth herein for such Fund, and each Fund shall be operated for the exclusive benefit of the
respective beneficiaries of each Fund. Administrative expenses attributable to the operation of
one Fund (including the processing of claims asserted against such Fund) shall be allocated to
that Fund separately. Common administrative expenses incurred by the Trust that cannot be
attributed to the operation of a single Fund shall be split among the three Funds in a manner to
ensure that each Fund is responsible for a pro rata share of the common administrative expense.
(a) Fund A: Ovarian Cancer A Claimants may seek a distribution from Fund
A. Fund A shall consist of a separate sub-account within the Trust equal to 40% of the total
Trust Fund and 30% of the Cyprus Contribution.
26
(b) Fund B: Mesothelioma Claimants and Secondary Mesothelioma
Claimants may seek a distribution from Fund B. Fund B shall consist of a separate sub-account
within the Trust equal to 40% of the total Trust Fund and 55% of the Cyprus Contribution.
(c) Fund C: Ovarian Cancer B, C, and D Claimants may seek a distribution
from Fund C. Fund C shall consist of a separate sub-account within the Trust equal to 20% of
the total Trust Fund and 15% of the Cyprus Contribution.
2.3 Treatment of Indemnified Claims.
(a) All holders of Indemnified Claims (irrespective of cancer, disease or other
personal injury) shall elect to either:
(i) seek recovery for such claim solely from the Trust under the
applicable Fund through the Expedited Review Process (if available) or the Individual Review
Process as set forth in Sections 2.4 and 2.5 as a Trust Election Claim; or
(ii) (x) pursue such claim against one or more of the Reorganized
Debtors nominally in the tort system in any court of competent jurisdiction selected by such Talc
Personal Injury Claimant, in their sole discretion, and (y) seek recovery for such claim as against
one or more of the non-Debtor Protected Parties under the applicable Fund through the
Expedited Review Process (if available) or the Individual Review Process as set forth in Sections
2.4 and 2.5 as a Tort System Election Claim.2
(b) The Trust shall make available to Talc Personal Injury Claimants copies of
all agreements governing the J&J Indemnities. It shall be the responsibility of each Talc
Personal Injury Claimant to determine the scope of the J&J Indemnities prior to making the
2
As set forth in Sections 5.2(a)(iii) and 5.2(b)(vii) below, the Scheduled, Average and Maximum Values provided
for Tort System Election Claims are reduced to reflect the election to pursue recovery in the tort system in lieu of
sharing in the cash assets contributed by the Debtors to the Trust.
27
election set forth in Section 2.3(a)(ii)(x). The defense of such claims shall be tendered to J&J
and the Trust shall have no obligation to defend any such claims in the tort system. Any
settlement of or judgment in the tort system of an Indemnified Claim shall be remitted to the
Talc Personal Injury Claimant and shall not be subject to any Payment Percentage or Maximum
Annual Payment. The Trust may enforce the provisions of the J&J Indemnities with respect to
such claim and/or may assign the right to enforce such provisions of the J&J Indemnities with
respect to such claim solely to the extent permitted by applicable law and contract.
(c) Upon J&J’s settlement of the Debtors’ liability (if any) with respect to a
Tort System Election Claim or entry of a judgment by Final Order in respect of such liability,
none of the Trust, the Debtors or the Reorganized Debtors shall have any obligation to pay such
settlement or judgment.
(d) The Trust reserves the right to pursue indemnification from J&J for any or
all Indemnified Claims. In such event, the costs of such pursuit shall be borne in the first
instance by the Trust; provided, however, that the Trust reserves the right to charge against any
recovery the costs and expenses incurred by the Trust directly or indirectly for fees and
expenses incurred in pursuit of the indemnification.
(e) Holders of Mixed Claims shall receive the right to (i) in respect of their
Indemnified Claims, make the same election as Indemnified Claimants set forth above in Section
2.3(a); and (ii) in respect of their Non-Indemnified Claims seek recovery from Funds A, B, or C
whichever is applicable, as set forth in Sections 2.4 and 2.5 below.
2.4 Treatment of Ovarian Cancer A-D Claims.
(a) Ovarian Cancer A Claimants who elect to seek recovery from Fund A
through the Expedited Review Process or the Individual Review Process, shall be subject to the
28
review and valuation procedures set forth herein and shall be subject to the applicable
Scheduled, Average and/or Maximum Values and Payment Percentage.
(b) Ovarian Cancer B through D Claimants who elect to seek recovery from
Fund C through the Expedited Review Process or the Individual Review Process, shall be
subject to the review and valuation procedures set forth herein and shall be subject to the
(c) Holders of Mixed Claims for Ovarian Cancer who elect to seek recovery
from the applicable Fund in respect of their Non-Indemnified claims also retain the right to
pursue recovery on their Indemnified Claims as set forth in Section 2.3(a) above.
2.5 Treatment of Mesothelioma Claims.
(a) Mesothelioma A Claimants and Mesothelioma B Claimants with Regular
and Routine Exposure who elect to seek recovery from Fund B through the Expedited Review
Process or the Individual Review Process, shall be subject to the review and valuation
procedures set forth herein and shall be subject to the applicable Scheduled, Average and/or
Maximum Values and Payment Percentage.
(b) Mesothelioma A Claimants and Mesothelioma B Claimants without
Regular and Routine Exposure and Secondary Mesothelioma Claimants who elect to seek
recovery from Fund B through the Individual Review Process, shall be subject to the review and
valuation procedures set forth herein (including the terms set forth in Sections 5.2(b)(iv) and
(v)) and shall be subject to the applicable Scheduled, Average and/or Maximum Values and
Payment Percentage.
29
(c) Holders of Mixed Claims for Mesothelioma who elect to seek recovery
from the applicable Fund in respect of their Non-Indemnified claims also retain the right to
pursue recovery on their Indemnified Claims as set forth in Section 2.3(a) above.
2.6 Claim Treatment Summary. The following chart summarizes the
information contained in Sections 2.3 to 2.5 above:

Claims with against the Debtors in the tort Expedited Review or Individual
Regular and system AND seek recovery Review, as set forth herein, for
Routine Exposure from the Trust as a Tort System distribution from the Trust as a Non-
Election Claimant; OR (b) to Indemnified Claim.
seek recovery solely from the
Trust as a Trust Election
Claimant.
Claims without against the Debtors in the tort Individual Review, as set forth herein,
Regular and system AND seek recovery for distribution from the Trust as a
Routine Exposure from the Trust as a Tort System Non-Indemnified Claim.
and Secondary Election Claimant; OR (b) to
Mesothelioma seek recovery solely from the
Claims Trust as a Trust Election
Claimant.
Ovarian Cancer A May elect either: (a) to proceed May file a claim with the Trust under
through D against the Debtors in the tort Expedited Review or Individual
system AND seek recovery Review, as set forth herein, for
from the Trust as a Tort System distribution from the Trust as a Non-
Election Claimant; OR (b) to Indemnified Claim.
seek recovery solely from the
Trust as a Trust Election
Claimant.
Mixed Claim In respect of the Indemnified Claim, may elect either: (a) to proceed
against the Debtors in the tort system AND seek recovery from the Trust
as a Tort System Election Claimant; OR (b) may file a claim with the
Trust under Expedited Review or Individual Review, as set forth herein,
for distribution from the Trust as a Mixed Claimant. In respect of the
Non-Indemnified Claim, may file a claim with the Trust under Expedited
Review or Individual Review, as set forth herein, for distribution from the
Trust as a Trust Election Claimant.
30
2.7 Necessity of Filing a Trust Claim Form. All holders of Talc Personal Injury
Claims, including Indemnified Claims and Mixed Claims, must file a Trust Claim Form with the
Trust. Holders of Indemnified Claims shall make the election set forth in Section 2.3(a) above.
Consent from the Trust shall be required before an Indemnified Claimant or Mixed Claimant
may pursue their Indemnified Claims against the Debtors in the tort system (including claimants
asserting a Talc Personal Injury Claim that is not for Mesothelioma or Ovarian Cancer). Notice
of such consent shall be provided to J&J. Indemnified Claimants and Mixed Claimants may then
commence litigation as set forth herein provided he or she thereafter files a Basic Claims
Submission.
2.8 Application of the Payment Percentages. Any adjustments to Payment
Percentages shall be made only pursuant to Section 4.2 below, and any adjustments to paid
claims are governed by Section 4.3 below. Because there is uncertainty in the prediction of both
the total amount of the Trust’s talc-related liabilities and the amount of the Talc Personal Injury
Trust Assets, no guarantee can be made of the Payment Percentage that will be applicable to any
Talc Personal Injury Claim.
2.9 Determination of the Maximum Annual Payments. The Trust shall model
the cash flow, principal, and income year-by-year to be paid over its entire life of each Fund to
ensure that each Fund shall be available to treat all present and future holders of Talc Personal
Injury Claims as similarly as possible. In each year, based upon the model of cash flow for each
Fund, the Trust shall be empowered to make offers to Talc Personal Injury Claimants up to the
Maximum Annual Payment for each Fund considering the Payment Percentage provisions set
forth in Sections 4.2 and 4.3 below. The Maximum Annual Payments for each Fund shall be
determined annually by the Trustees with the consent of the TAC and the FCR. The Trust’s
31
offers to all Talc Personal Injury Claimants from a given Fund shall not exceed the applicable
Fund’s Maximum Annual Payment so determined for that year. Should the Maximum Annual
Payment for a particular Fund not be reached in any year, the portion of the Maximum Annual
Payment for each Fund that is not exhausted in that year shall be added to the Maximum Annual
Payment for the applicable Fund for the following year and any subsequent year until exhausted
or an adjustment is made to the Payment Percentage applicable to such Fund. Should the
Maximum Annual Payment for the applicable Fund be reached in any Trust year before all
claimants in the applicable FIFO Payment Queue have been paid, such claimants shall be paid in
the following year in the order they appear in such Fund’s FIFO Payment Queue. The Payment
Percentages and the Maximum Annual Payment amounts are based on projections over the
lifetime of the Trust. If such long-term projections are revised, that may result in a new model of
the Trust’s anticipated cash flow and a new calculation of a Maximum Annual Payment for one
or more of the Funds.
2.10 Indirect Talc Personal Injury Claims. As set forth in Section 5.4 below,
Indirect Talc Personal Injury Claims, if any, shall be subject to all the same limitations and
provisions relating to categorization, evaluation and payment of these TDP as all other Talc
Personal Injury Claims, including the applicable Payment Percentage.
SECTION III
TDP ADMINISTRATION
3.1 TAC and FCR. Pursuant to the Plan, the Trust Agreement, and these TDP,
the Trustees shall obtain the consent of the TAC and the FCR with respect to any amendment,
change or modification to these TDP pursuant to Sections 4.1, 4.2, 5.2 and 8.3, and on such other
matters as are required herein or in the Trust Agreement. On all other matters, the Trust shall be
administered by the Trustees in consultation with the TAC and the FCR.
32
3.2 Consent and Consultation Procedures. In those circumstances in which
consultation or consent of the TAC and FCR is required, the Trustees shall provide written notice
to the TAC and the FCR of the specific amendment or other action that is proposed. The Trustees
shall not implement such amendment or take such action unless and until the parties have
engaged in the Consultation Process described in Section 7.1(a) or the Consent Process described
in Section 7.1(b), as applicable, of the Trust Agreement.
SECTION IV
PAYMENT PERCENTAGE; PERIODIC ESTIMATES
4.1 Uncertainty of Debtors’ Talc Liabilities. Litigation arising from the use
and/or exposure to talc is a relatively new mass tort and there is inherent uncertainty regarding
the aggregate value of the Debtors’ total talc-related liabilities. The Trustees must determine
from time to time the percentage of value that holders of present and future Talc Personal Injury
Claims are likely to receive from the applicable Fund as reflected by the applicable Payment
Percentage to provide reasonable assurance that holders of similar Talc Personal Injury Claims
are valued and paid in substantially the same manner. Each Fund shall have its own Payment
Percentage. No Payment Percentage shall apply to the value of any payments owed by J&J by
operation of one or more of the J&J Indemnities to holders of Tort System Election Claims or
Mixed Claims determined by (a) settlement or (b) a judgment by Final Order.
4.2 Computation of Payment Percentages. The Initial Payment Percentage for
each Fund shall be as follows:
33
Payment
Fund
Percentage3
A 0.40% - 2.34%
B 3.70% - 6.24%
C 0.30% - 1.48%
The Initial Payment Percentages shall apply to all Talc Personal Injury Claims to be paid
by the Trust until the Trustees, with the consent of the TAC and the FCR, determine that one or
more of the Payment Percentages must be changed to assure that the Trust shall be in a financial
position to pay present and future holders of similar Talc Personal Injury Claims in substantially
the same manner.
In making any such change to any Payment Percentage, the Trustees, the TAC and the
FCR shall take into account the fact that the holders of Talc Personal Injury Claims who voted
on the Plan relied on the findings of experts that the Initial Payment Percentages represented a
reasonably reliable estimate of the Trust’s total assets and liabilities over the Trust’s life based
on the best information available at the time, and shall therefore give due consideration to the
expectations of such claim holders that the applicable Initial Payment Percentage would be
applied to their Talc Personal Injury Claims.
No less frequently than once every twelve (12) months, commencing on the Initial
Claims Filing Date, the Trustees shall compare the liability forecasts for each Fund on which the
then applicable Payment Percentage is based with the actual claims filing and payment
experience of each Fund to date. If the results of the comparison call into question the ability of
any Fund to continue to rely upon the current liability forecast, the Trustees shall undertake a
3
The Initial Payment Percentage for each Fund has not been finalized. It is estimated that the Initial Payment
Percentage for each Fund will be within the ranges set forth in this chart.
34
reconsideration of the applicable Payment Percentage. The Trustees may also reconsider the
then-applicable Payment Percentages at shorter intervals if the Trustees deem such
reconsideration appropriate or if requested by the TAC or the FCR.
The Trustees must base their determination of each of the Payment Percentages on
current estimates of the number, types, and values of present and future Talc Personal Injury
Claims, the value remaining in the applicable Fund, all anticipated administrative and legal
expenses, and any other material matters that are reasonably likely to affect the sufficiency of
funds available to pay the Trust’s liability to present and future holders of Talc Personal Injury
Claims.
4.3 Applicability of the Payment Percentages. The Trust shall apply the
applicable Payment Percentages to all payments made to Talc Personal Injury Claimants. The
payment to a claimant shall reflect the applicable Payment Percentage in effect at the time a
Representative’s properly completed Acceptance and Release is received by the Trust.
If the Trustees, with the consent of the TAC and the FCR, increase the Payment
Percentage applicable to any Fund, the Trustees shall make supplemental payments to all
claimants who previously liquidated their claims and received payments from such Fund based
on the lower Payment Percentage. The amount of any such supplemental payment shall be the
liquidated value of the claim in question times the applicable newly adjusted Payment
Percentage, less all amounts previously paid to the claimant with respect to the claim (but
excluding any such amounts attributable to any sequencing adjustment paid pursuant to Section
7.7 below).
The Trustees’ obligation to make a supplemental payment to a claimant shall be
suspended in the event the payment in question would be less than $250 after application of the
35
Payment Percentage at that time, and the amount of the suspended payment to the holder of any
Talc Personal Injury Claim shall be added to the amount of any prior supplemental
payment/payments that was/were also suspended because it/they collectively would have been
less than $250. However, the Trustees’ obligation shall resume, and the Trustees shall pay any
such aggregate supplemental payments due the claimant at such time that the cumulative
aggregate exceeds $250.
SECTION V
RESOLUTION OF TALC PERSONAL INJURY CLAIMS
5.1 Ordering, Processing and Payment of Claims.
(a) Ordering of Claims.
(i) Establishment of FIFO Processing Queues. The Trust shall
order all Trust Claim Forms to be reviewed for processing purposes on a FIFO basis in the order
each Basic Claim Submission is received, except as otherwise provided herein. For all Talc
Personal Injury Claims in respect of which a Basic Claim Submission is filed on or before the
date six (6) months after the Initial Claims Filing Date, a claimant’s position in the FIFO
Processing Queue shall be determined as of the earliest of (i) the date prior to the Petition Date
that the specific claim was filed against the Debtors in the tort system; (ii) the date prior to the
Petition Date that the claim was filed against another defendant in the tort system if at the time
the claim was subject to a tolling agreement with the Debtors; (iii) the date subsequent to the
Petition Date but prior to the date that the Trust first makes available the Trust Claim Form and
other claims materials required to file a claim with the Trust that the claim was filed against
another defendant in the tort system; and (iv) the date a ballot was submitted on behalf of the
claimant for purposes of voting to accept or reject the Plan pursuant to voting procedures
approved by the Bankruptcy Court.
36
For all Talc Personal Injury Claims in respect of which a Basic Claim Submission is filed
after the date six (6) months after the Initial Claims Filing Date, a claimant’s position in the
FIFO Processing Queue shall be determined by (i) the date of receipt of the claimant’s Basic
Claim Submission; or (ii) the date that the claim was filed against one or more Debtors in the tort
system. If any Basic Claim Submissions are filed on the same date, a claimant’s position in the
applicable FIFO Processing Queue vis-à-vis such other same-day claims shall be determined by
the date of the diagnosis of the disease with the earlier diagnosis having priority over the later
diagnosis. If any Basic Claim Submissions are filed and diagnosed on the same date, a claimant’s
position in the applicable FIFO Processing Queue vis-à-vis such other same-day claims shall be
determined by the claimant’s date of birth, with older claimants given priority over younger
claimants.
(ii) Effect of Statutes of Limitations and Repose. To be considered
timely and eligible for compensation, all unliquidated Talc Personal Injury Claims filed against
the Trust must meet either: (i) in the case of claims first filed in the tort system against the
Debtors prior to the Petition Date, the applicable federal or state statute of limitations and repose
that was in effect at the time of the filing of the claim in the tort system; or (ii) in the case of
claims not filed against the Debtors in the tort system prior to the Petition Date, the applicable
federal or state statute of limitations and repose that was in effect at the time of the filing of a
Basic Claim Submission with the Trust. However, the running of the applicable statute of
limitations or repose shall be tolled as of the earliest of: (a) the actual filing of a claim against
one or more Debtors prior to the Petition Date in the tort system; (b) the date specified by
agreement or otherwise among the Debtors and/or the Trust, on the one hand, and the applicable
claimant, on the other hand, (or, if none, the date of the agreement) in the case of tolling prior to
37
the Petition Date by an agreement or otherwise, provided such tolling was still in effect on the
Petition Date; or (c) the Petition Date.
If a Talc Personal Injury Claim meets any of the tolling provisions described in the
preceding paragraph and the claim was not barred by the applicable federal or state statute of
limitations or repose at the time of the relevant tolling event, it shall be treated as timely filed if a
Basic Claim Submission in respect of such claim is filed with the Trust within three (3) years
after the Initial Claims Filing Date. In addition, any Talc Personal Injury Claim that is first
diagnosed after the Petition Date, irrespective of the application of any relevant federal or state
statute of limitations or repose, shall be treated as timely filed if a Basic Claim Submission in
respect of such claim is filed with the Trust within three (3) years after the date of diagnosis or
within three (3) years after the Initial Claims Filing Date, whichever is later. However, the
processing of any Talc Personal Injury Claim by the Trust may be deferred at the election of the
claimant pursuant to Section 6.2 below.
(b) Payment of Claims. Talc Personal Injury Claims that have been
liquidated in accordance with the terms hereof shall be paid from the applicable Fund in FIFO
order based on the date their liquidation became final, all such payments being subject to the
applicable Payment Percentage in accordance with Section 4.3, the applicable Maximum
Annual Payment, and any sequencing adjustment provided for in Section 7.7 below, except as
otherwise provided herein (the “FIFO Payment Queue”). For the avoidance of doubt, each
Fund shall have its own FIFO Payment Queue.
Where a claimant is deceased or incompetent, and the settlement and payment of his or
her claim must be approved by a court of competent jurisdiction or through a probate process
prior to submission of the Acceptance and Release by the Representative, an offer made by the
38
Trust on the claim shall remain open so long as proceedings before that court or in that probate
process remain pending, provided that the Trust has been furnished with evidence that the
settlement offer has been submitted to such court or in that probate process for approval. If the
offer is ultimately approved by the court or through the probate process and a properly
completed Acceptance and Release is submitted to the Trust, the Trust shall pay the claim in the
amount so offered, multiplied by the greater of (a) the applicable Payment Percentage in effect at
the time the offer was first made, or (b) the applicable Payment Percentage in effect at the time
the Trust received the properly completed Acceptance and Release.
If any claims are liquidated on the same date, the claimant’s position in the applicable
FIFO Payment Queue shall be determined by the date of the diagnosis of the claimant’s talc-
related disease with the earlier diagnosis having priority over the later diagnosis. If any claims
are liquidated on the same date and the respective claimants’ talc-related diseases were
diagnosed on the same date, the position of those claimants in the applicable FIFO Payment
Queue shall be determined by the Trust based on the claimants’ dates of births, with older
claimants given priority over younger claimants.
(c) Settled and Unpaid Talc Personal Injury Claims. The holder of a Settled
and Unpaid Talc Personal Injury Claim may: (i) resubmit such claim for qualification and
valuation under the Trust pursuant to the procedures set forth in these TDP; or (ii) agree to accept
the settled amount of their claim up to the Maximum Value multiplied by the Initial Payment
Percentage of the applicable Fund.
5.2 Resolution of Unliquidated Talc Personal Injury Claims. Within sixty
(60) days after the establishment of the Trust, the Trustees, with the consent of the TAC and the
FCR, shall adopt procedures for reviewing and liquidating all unliquidated Ovarian Cancer A-D
39
Claims and Mesothelioma Claims, which shall include deadlines for processing such claims.
Such procedures shall also require that claimants seeking compensation from the Trust in respect
of unliquidated Talc Personal Injury Claims must first file a Complete Claim Submission, in
accordance with the provisions of Sections 6.1 below.
The Trust Claim Form for claimants seeking to recover from the Trust shall require, in
addition to a Basic Claim Submission: (i) Disease; (ii) Debtor Exposure; and (iii) election to
proceed through the Expedited Review Process or the Individual Review Process.
Upon filing a Basic Claim Submission and electing the Expedited Review Process or the
Individual Review Process (as applicable), a Talc Personal Injury Claimant seeking to recover
from the Trust shall be placed in the FIFO Processing Queue in accordance with the ordering
criteria described in Section 5.1(a) above.
(a) Expedited Review Process.
(i) In General. The Expedited Review Process is designed to provide
qualifying claimants (a) an expeditious, efficient, and inexpensive method for liquidating
applicable, compensable Talc Personal Injury Claims where the claim, after meeting the
applicable Medical/Exposure Criteria, can easily be verified by the Trust; and (b) a fixed and
certain claim value. If, after completing its review, the Trust does not offer the claimant
Scheduled Value, the claimant may provide additional evidence and request that the claim be
reviewed pursuant to Individual Review Process in accordance with Section 5.2(b) below or
proceed to ADR in accordance with Section 5.7.
(ii) Claims Processing Under the Expedited Review Process. All
claimants seeking liquidation of a Talc Personal Injury Claim pursuant to the Expedited Review
Process shall file the Trust Claim Form. Following receipt of a Complete Claim Submission, the
40
Trust shall determine whether the claim described therein meets the Medical/Exposure Criteria
for any claim category eligible for the Expedited Review Process and shall advise the claimant
whether the submitted Trust Claim Form is compensable or deficient. If the Trust determines
that a claim meets the Medical/Exposure Criteria for a claim category eligible for the Expedited
Review Process, the Trust shall tender to the claimant an offer of payment equal to the
Scheduled Value for such disease set forth in Section 5.2(a)(iii) below, subject to the applicable
Payment Percentage in accordance with Section 4.3. Offers tendered to Ovarian Cancer A-D
Claimants shall be subject to both the BRCA Reduction and the Clear Cell Reduction, as
applicable, after application of the Payment Percentage. The Trust’s offer shall be delivered
together with the form of Acceptance and Release. Upon the Trust’s receipt of a properly
completed Acceptance and Release, the claim shall be placed in the applicable FIFO payment
queue, and the Trust shall make payment on the claim subject to the limitations, if any, of the
applicable Maximum Annual Payment.
(iii) Ovarian Cancer A-D Claims and Mesothelioma Claims:
Scheduled Value and Medical/Exposure Criteria. The Scheduled Values and
Medical/Exposure Criteria set forth below shall apply to all applicable claims for Ovarian Cancer
A through D and Mesothelioma filed with the Trust on or before the Initial Claims Filing Date
for which the claimant elects the Expedited Review Process and shall continue to apply unless
and until changed in accordance with these TDP. On or after the Initial Claims Filing Date, the
Trustees, with the consent of the TAC and FCR, may add to, change or eliminate Scheduled
Values and/or Medical/Exposure Criteria for Ovarian Cancer A-D Claims and Mesothelioma
Claims except that in no event shall the Scheduled Value for Ovarian Cancer A or Mesothelioma
be reduced to an amount less than the Scheduled Value identified below. In addition,
41
commencing on January 1, 2022, the Trust shall modify these valuations annually for inflation
based on the CPI-U published by the United States Department of Labor, Bureau of Labor
Statistics. Any such changes shall apply to such Talc Personal Injury Claims filed after the date
of such change.
Expedited Review Medical/Exposure Criteria
Disease/Category Medical/Exposure Criteria for Trust Distribution

Mesothelioma A (i) Diagnosis of Mesothelioma; (ii) Debtor Exposure;
and (iii) Regular and Routine Exposure to Cosmetic
Talc.
Mesothelioma B (i) Diagnosis of Mesothelioma; (ii) Debtor Exposure;
and (iii) Regular and Routine Exposure to Industrial
Talc.
Ovarian Cancer A (i) Diagnosis of Ovarian Cancer A; (ii) Debtor
Ovarian Cancer B (i) Diagnosis of Ovarian Cancer B; (ii) Debtor
Ovarian Cancer C (i) Diagnosis of Ovarian Cancer C; (ii) Debtor
Ovarian Cancer D (i) Diagnosis of Ovarian Cancer D; (ii) Debtor
Scheduled Values of Claims Eligible for Expedited Review
Scheduled Values
Disease Level Trust Election Claims
Tort System
and Non-Indemnified Mixed Claims
Election Claims
Claims
Mesothelioma A $140,000 $400,000 $400,000
Mesothelioma B $140,000 $400,000 $400,000
Ovarian Cancer A $140,000 $400,000 $400,000
Ovarian Cancer B $ 91,000 $260,000 $260,000
Ovarian Cancer C $ 49,000 $140,000 $140,000
Ovarian Cancer D $ 21,000 $ 60,000 $ 60,000
(b) Individual Review Process.
42
(i) In General. Subject to the provisions set forth below, a claimant
may elect to have his or her Talc Personal Injury Claim reviewed under the Individual Review
Process to determine whether (A) for Ovarian Cancer A-D Claims and Mesothelioma Claims
that meet the relevant Medical and Exposure Criteria, whether the value of the claim differs from
the Scheduled Value provided (see Section 5.2(b)(iii)) below; and (B) for Mesothelioma Claims
without Regular and Routine Exposure, and Secondary Mesothelioma Claims, whether the claim
is compensable hereunder and the value of such claim (see Sections 5.2(b)(iv) and (v) below,
respectively). A Talc Personal Injury Claim liquidated in the Individual Review Process may be
determined to be more or less than the Scheduled Value the claimant would have received under
the Expedited Review Process. Until such time as the Trust has made an offer on a claim
pursuant to the Individual Review Process, the claimant may change his or her election to
proceed with the Individual Review Process and have the claim liquidated pursuant to the
Expedited Review Process. In the event of such a change in the processing election, the claimant
shall nevertheless retain his or her place in the applicable FIFO Processing Queue. If, after
completing its review, the Trust does not extend an offer, the claimant may provide additional
evidence and request that the claim be re-reviewed or proceed to ADR in accordance with
section 5.7.
(ii) Foreign Claims. Notwithstanding anything to the contrary herein,
based on the fact that there is no history of Foreign Claims asserted against the Debtors, no
Foreign Claims shall be paid from the Trust or under these TDP.
(iii) Ovarian Cancer A-D Claims and Mesothelioma Claims that
meet the Medical and Exposure Criteria. Ovarian Cancer A-D Claimants and Mesothelioma
Claimants that meet the Medical and Exposure Criteria set forth in Section 5.2(a)(iii) and believe
43
they are entitled to greater than the applicable Scheduled Value, shall be eligible to seek the
Individual Review Process to determine the value of their claims. The Individual Review Process
is intended to result in payments equal to the full liquidated value for each claim (subject to the
applicable Payment Percentage) which may be determined to be more or less than the Scheduled
Value the claimant would have received under the Expedited Review Process. Because the
detailed examination and valuation process pursuant to the Individual Review Process requires
substantial time and effort, claimants electing to undergo the Individual Review Process may be
paid on the basis of the liquidated value of their Talc Personal Injury Claims later than would
have been the case had the claimant elected the Expedited Review Process. The liquidated
values of Ovarian Cancer A-D Claims or Mesothelioma Claims that undergo the Individual
Review Process in accordance with the factors set forth in Section 5.2(b)(vi) below may be
determined to be less than the Scheduled Value for the applicable disease, and, in any event,
shall not exceed the Maximum Value for such disease as set forth herein.
(iv) Mesothelioma Claims without Regular and Routine Exposure.
The Individual Review Process provides Mesothelioma Claimants that do not satisfy the Regular
and Routine Exposure criteria with an opportunity for individual consideration and evaluation. If
a Mesothelioma Claimant fails to meet the exposure period criteria in prong “a” of the Regular
and Routine Exposure criteria, but such Claimant otherwise has regular or routine exposure
equivalent to the applicable time period and no other exposure to asbestos, the Trust shall
consider and evaluate the nature, intensity and duration of the exposure to Cyprus Talc and/or
Imerys Talc. If the Trust is satisfied that the claimant has presented a claim that would be
compensable in the tort system, the Trust may offer the claimant a liquidated value up to the
applicable Scheduled Value for Mesothelioma, subject to the applicable Payment Percentage. If a
44
Mesothelioma Claimant fails to meet prong “b” of the Regular and Routine Exposure criteria, the
Trust shall consider and evaluate the nature, intensity and duration of all other exposures to
asbestos as well as the nature, intensity and duration of the exposure to Cyprus and/or Imerys
Talc. If the Trust is satisfied that the claimant has presented a claim that would be compensable
in the tort system, the Trust may offer the claimant a liquidated value up to the applicable
Scheduled Value for Mesothelioma, subject to the applicable Payment Percentage.
(v) Mesothelioma Secondary Exposure Claims. If a claimant
alleges Mesothelioma from Debtor Exposure based on exposure to Cyprus and/or Imerys
Industrial Talc from close physical contact to a person who was occupationally exposed (whether
direct or bystander) to Cyprus Talc and/or Imerys Industrial Talc (i.e., a “Secondary
Mesothelioma Claim”), the claimant must seek the Individual Review Process for his or her
claim pursuant to Section 5.2(b) above. In such a case, the claimant must establish that the
occupationally exposed person would have met the exposure requirements under these TDP that
would have been applicable had the occupationally exposed person filed a Mesothelioma Claim
against the Trust, including the requirement of Debtor Exposure. In addition, the claimant with a
Secondary Mesothelioma Claim must establish that he or she is suffering from Mesothelioma,
that his or her own Debtor Exposure to the occupationally exposed person occurred within the
same time frame that the occupationally exposed person was exposed to Cyprus and/or Imerys
Talc, and that such secondary exposure was a cause of the Mesothelioma. If the Trust is satisfied
that the claimant has presented a claim that would be compensable in the tort system, the Trust
may offer the claimant a liquidated value up to the applicable Scheduled Value for
Mesothelioma, subject to the applicable Payment Percentage.
45
(vi) Valuation Factors to Be Considered in the Individual Review
Process. The Trust shall liquidate the value of each Talc Personal Injury Claim that undergoes
the Individual Review Process based on the historic liquidated values of other similarly situated
claims in the tort system as it exists on the Effective Date for similar claims or an analogous
disease, or upon such criteria as the Trust may develop in consultation with the TAC and the
FCR based upon its claims administrative experience and information available on values
through continued litigation in the tort system. Accordingly, the Trust shall take into
consideration all of the factors that affect the amount of damages and values in the tort system,
including, but not limited to, credible evidence of (i) the degree to which the characteristics of a
claim differ from the Medical/Exposure Criteria for the disease in question; (ii) factors such as
the claimant’s age, disability, employment status, disruption of household, family or recreational
activities, dependencies, special damages, and pain and suffering; (iii) whether the claimant’s
damages were (or were not) caused by Debtor Exposure (for example, possible alternative causes
and the strength of documentation of injuries); (iv) settlement and verdict histories in the
Claimant’s Jurisdiction for similarly situated or analogous claims; (v) the greater of (a)
settlement and verdict histories for the claimant’s law firm in the Claimant’s Jurisdiction for
similarly situated or analogous claims, and (b) settlement and verdict histories for the claimant’s
law firm, including all cases where the claimant’s law firm satisfies the Trust on the basis of
clear and convincing evidence provided to the Trust that the claimant’s law firm played a
substantial role in the prosecution and resolution of the cases, such as actively participating in
court appearances, discovery and/or trial of the cases, irrespective of whether a second law firm
was also involved and would also be entitled to include the cases in its “settlement and verdict
histories.” For the avoidance of doubt, mere referral of a case, without further direct
46
involvement, will not be viewed as having played a substantial role in the prosecution and
resolution of a case. In liquidating the value of a Talc Personal Injury Claim that undergoes the
Individual Review Process, the Trust shall treat a claimant as living if the claimant was alive at
the time the initial pre-petition complaint was filed or the Trust Claim Form was filed with the
Trust even if the claimant has subsequently died.
With respect to Claimant’s Jurisdiction, if the claim was not filed against the Debtors in
the tort system prior to the Petition Date, the claimant may elect as the Claimant’s Jurisdiction (i)
the jurisdiction in which the claimant resides or resided at the time of diagnosis or when the
claim is filed with the Trust; (ii) a jurisdiction in which the claimant experienced exposure to
Cyprus and/or Imerys Talc or a product containing Cyprus and/or Imerys Talc; (iii) a jurisdiction
in which the claimant experienced conduct which exposed a claimant to a product containing
Cyprus and/or Imerys Talc for which the Debtors have legal responsibility; or (iv) any other
jurisdiction in which the claimant could have brought suit in the absence of the bankruptcy case.
With respect to the Claimant’s Jurisdiction, in the event a claim is made under these TDP
for compensatory damages that would otherwise satisfy the criteria for payment under these
TDP, but Claimant’s Jurisdiction is a Foreclosed Jurisdiction, the claimant may elect the
Commonwealth of Pennsylvania as the Claimant’s Jurisdiction, and such claimant’s damages
shall be determined pursuant to the statutory and common laws of the Commonwealth of
Pennsylvania without regard to its choice of law principles. The choice of law provision in
Section 8.6 below applicable to any claim with respect to which, but for this choice of law
provision, the applicable law of the Claimant’s Jurisdiction pursuant to Section 5.2(b)(vi) is
determined to be the law of a Foreclosed Jurisdiction, shall govern only the rights between the
47
Trust and the claimant, and, to the extent the Trust seeks recovery from any entity that provided
insurance coverage to the Debtors, the law of the Foreclosed Jurisdiction shall govern.
(vii) Average and Maximum Values for Talc Personal Injury
Claims. Average and Maximum Values for Talc Personal Injury Claims shall be as follows:
48
Average Values
Trust Election
Mixed Claims
Claims
Mesothelioma Claims with $175,000 $500,000 $500,000
Regular and Routine
Exposure
Mesothelioma Claims $52,500 $150,000 $150,000
without Regular and
Routine Exposure
Secondary Mesothelioma $52,500 $150,000 $150,000
Claims
Ovarian Cancer A Claims $175,000 $500,000 $500,000
Maximum Values
Trust Election
Mixed Claims
Claims
Mesothelioma Claims with $472,500 $1,350,000 $1,350,000
Regular and Routine
Exposure
Mesothelioma Claims $140,000 $400,000 $ 400,000
without Regular and
Routine Exposure
Secondary Mesothelioma $140,000 $ 400,000 $400,000
Claims
Ovarian Cancer A Claims $472,500 $1,350,000 $1,350,000
49
The foregoing Average Values and Maximum Values shall apply to all Talc Personal
Injury Claims filed with the Trust on or before the Initial Claims Filing Date and shall continue
to apply unless and until changed in accordance with these TDP. On or after the Initial Claims
Filing Date, the Trust, with the consent of the TAC and FCR may change these values as set
forth in Section 4.1. Any such changes shall apply to such Talc Personal Injury Claims filed after
the date of such change.
(viii) Claims Processing under Individual Review. All claimants
seeking liquidation of a Talc Personal Injury Claim pursuant to the Individual Review Process
shall file the Trust Claim Form. Following receipt of a Complete Claim Submission, the Trust
shall determine the liquidated value, if any, of the claim (as set forth herein) and shall advise the
claimant of that determination. The Trust shall tender to the claimant an offer of payment equal
to the determined liquidated value subject to the applicable Payment Percentage in accordance
with Section 4.3. Offers tendered to Ovarian Cancer A-D Claimants shall be subject to both the
BRCA Reduction and the Clear Cell Reduction, as applicable, after application of the Payment
Percentage. The Trust’s offer shall be delivered together with the form of Acceptance and
Release. Upon the Trust’s receipt of a properly completed Acceptance and Release, the claim
shall be placed in the applicable FIFO Payment Queue and the Trust shall make payment on the
claim, subject to the limitations, if any, of the applicable Maximum Annual Payment.
5.3 Categorizing Claims as Exigent.
(a) Exigent Claims. At any time, the Trust may liquidate and pay Direct Talc
Personal Injury Claims that qualify as Exigent Health Claims or Exigent Hardship Claims as set
forth below. Exigent Claims may be considered separately under the Individual Review Process
no matter what the order of processing otherwise would have been under these TDP. An
50
Exigent Claim, following its liquidation, shall be placed first in the applicable FIFO Payment
Queue ahead of all other Talc Personal Injury Claims and shall be subject to the applicable
Maximum Annual Payment.
(i) Exigent Health Claims. A Direct Talc Personal Injury Claim
qualifies for payment as an Exigent Health Claim if the claim meets the Medical/Exposure
Criteria for Mesothelioma or Ovarian Cancer and the claimant is living when the claim is filed,
and the claimant provides a declaration or affidavit made under penalty of perjury by a physician
who has examined the claimant within one hundred twenty (120) days of the date of declaration
or affidavit in which the physician states (a) that there is substantial medical doubt that the
claimant will survive beyond six (6) months from the date of the declaration or affidavit, and (b)
that the claimant’s terminal condition is caused by the relevant talc-related disease.
(ii) Exigent Hardship Claims. A Direct Talc Personal Injury Claim
qualifies for payment as an Exigent Hardship Claim if the claim meets the relevant
Medical/Exposure Criteria for Mesothelioma or Ovarian Cancer and the Trust, in its sole
discretion, determines (i) that the claimant needs immediate financial assistance based on the
claimant’s expenses and all sources of available income, and (ii) that there is a causal connection
between the claimant’s dire financial condition and the claimant’s talc-related disease.
5.4 Indirect Talc Personal Injury Claims. Indirect Talc Personal Injury Claims
asserted against the Trust shall be treated as presumptively valid and paid by the Trust subject to
the applicable Payment Percentage (and all other limitations applicable to Direct Talc Personal
Injury Claims hereunder) if (a) such claim satisfied the requirements of the Claims Bar Date for
such claims established by the Bankruptcy Court, if applicable, and is not otherwise disallowed
by Section 502(e) of the Bankruptcy Code or subordinated under Section 509(c) of the
51
Bankruptcy Code, and (b) the Indirect Claimant establishes to the satisfaction of the Trustees that
(i) the Indirect Claimant has paid in full the liability and obligation of the Trust to the individual
claimant to whom the Trust would otherwise have had a liability or obligation under these TDP
(and which has not been paid by the Trust), (ii) the Direct Claimant and the Indirect Claimant
have forever and fully released the Trust and the Protected Parties from all liability to the Direct
Claimant and the Indirect Claimant, (iii) the claim is not otherwise barred by a statute of
limitations or repose or by other applicable law; and (iv) the Indirect Claimant does not owe the
Debtors, Reorganized Debtors, or the Trust an obligation to indemnify the liability so satisfied.
In no event shall any Indirect Claimant have any rights against the Trust superior to the rights of
the related Direct Claimant against the Trust, including any rights with respect to the timing,
amount or manner of payment. In addition, no claim of an Indirect Claimant may be liquidated
and paid in an amount that exceeds what the Indirect Claimant has paid the related Direct
Claimant in respect of such claim for which the Trust would have liability. Further, in no event
shall any Indirect Talc Personal Injury Claim exceed the Maximum Value of the compensable
injury. An Indirect Talc Personal Injury Claim shall be subject to the applicable Payment
Percentages and Average Value set forth herein.
To establish a presumptively valid Indirect Talc Personal Injury Claim, the Indirect
Claimant’s aggregate liability for the Direct Claimant’s claim must also have been fixed,
liquidated and paid fully by the Indirect Claimant by settlement (with the consent of the Trust
and an appropriate full release in favor of the Trust and the Protected Parties) or a Final Order,
provided that such claim is valid under applicable state law. In any case where the Indirect
Claimant has satisfied the claim of a Direct Claimant against the Trust under applicable law by
52
way of a settlement, the Indirect Claimant shall obtain for the benefit of the Trust and the
Protected Parties a release in form and substance satisfactory to the Trustees.
If an Indirect Claimant cannot meet the presumptive requirements set forth above,
including the requirement that the Indirect Claimant provide the Trust and the Protected Parties
with a full release of the Direct Claimant’s claim, and demonstrate that the Indirect Claimant
does not owe the Debtors, Reorganized Debtors or the Trust any indemnification obligation in
respect of such claim, the Indirect Claimant may request that the Trust review the Indirect Talc
Personal Injury Claim individually to determine whether the Indirect Claimant can establish
under applicable state law that the Indirect Claimant has paid all or a portion of a liability or
obligation that the Trust had to the Direct Claimant. If the Indirect Claimant can show that it has
paid all or a portion of such liability or obligation, the Trust shall reimburse the Indirect
Claimant the amount of the liability or obligation so paid, times the then applicable Payment
Percentage. However, in no event shall such reimbursement to the Indirect Claimant be greater
than the amount to which the Direct Claimant would have otherwise been entitled under these
TDP. Further, the liquidated value of any Indirect Talc Personal Injury Claim paid by the Trust
to an Indirect Claimant shall be treated as an offset to or reduction of the full liquidated value of
any Talc Personal Injury Claim that might be subsequently asserted by the Direct Claimant
against the Trust.
Any dispute between the Trust and an Indirect Claimant over whether the Indirect
Claimant has a right to reimbursement for any amount paid to a Direct Claimant shall be subject
to the ADR Procedures. If such dispute is not resolved under the ADR Procedures, the Indirect
Claimant may litigate the dispute in the tort system pursuant to Section 5.8 below.
53
Indirect Claimants holding Indirect Talc Personal Injury Claims that have not been
disallowed, discharged, or otherwise resolved by Final Order shall have such claims processed in
accordance with procedures to be developed and implemented by the Trustees consistent with
the provisions of this Section 5.4, which procedures (a) shall determine the validity, allowability
and enforceability of such claims, and (b) shall otherwise provide the same liquidation and
payment procedures and rights to the holders of such claims as the Trust would have afforded the
holders of the underlying valid Talc Personal Injury Claims.
The Trustees may develop and approve a separate claim form for Indirect Claimants with
the consent of the TAC and FCR.
5.5 Evidentiary Requirements.
(a) Mesothelioma Medical Evidence.
(i) In General. All diagnoses of Mesothelioma shall be
accompanied by either (i) a statement by the physician providing the diagnosis that at least ten
(10) years have elapsed between the date of first exposure to asbestos to onset of disease, or (ii) a
history of the claimant’s Debtor Exposure, which may be by affidavit, sales receipts,
photographs, product possession, invoices, employment, construction records, hospital records,
or similar records, or by other credible evidence, sufficient to establish a 10-year latency period
from date of first exposure to asbestos to onset of disease.
(ii) Credibility of Medical Evidence. Before making any payment to
a claimant, the Trust must have reasonable confidence that the medical evidence provided in
support of the claim is credible and consistent with recognized medical standards. Diagnosis by a
physician competent to make a diagnosis of Mesothelioma shall be sufficient medical evidence.
54
In addition, claimants who otherwise meet the requirements of these TDP for payment of
a Talc Personal Injury Claim shall be paid irrespective of the results in any litigation at any time
between the claimant and any other defendant in the tort system. However, any relevant evidence
submitted in a proceeding in the tort system, other than any findings of fact, a verdict, or a
judgment, involving another defendant may be introduced by either the claimant or the Trust in
any Individual Review Process proceeding conducted pursuant to Section 5.2(b) or any Exigent
Claim proceeding conducted pursuant to Section 5.3(a). The Trust may take any action it deems
appropriate to protect the interests of the Trust in response to the submission of Medical
(b) Ovarian Cancer Medical Evidence.
(i) In General. All diagnoses of Ovarian Cancer shall be
accompanied by either (i) a statement by the physician providing the diagnosis that at least ten
(10) years have elapsed between the date of first exposure to Imerys Talc or an Imerys Talc-
containing product and the diagnosis, or (ii) a history of the claimant’s Debtor Exposure, which
may be by affidavit, sales receipts, photographs, product possession, invoices, hospital records or
similar records, or by other credible evidence, sufficient to establish a 10-year latency period.
(ii) Credibility of Medical Evidence. Before making any payment to
a claimant, the Trust must have reasonable confidence that the medical evidence provided in
support of the claim is credible and consistent with recognized medical and scientific standards.
The Trust may require the submission of pathology reports, laboratory tests, surgical reports,
hospitalization records, results of medical examinations or reviews of other medical evidence.
Medical evidence that is proof of diagnosis, subtype, and stages of epithelial ovarian cancer,
fallopian tube cancer, or primary peritoneal cancer by a gynecologic oncologist, medical
55
oncologist, or pathologist, is presumptively reliable, although the Trust may seek to rebut the
presumption.
In addition, claimants who otherwise meet the requirements of these TDP for payment of
a Talc Personal Injury Claim shall be paid irrespective of the results in any litigation at any time
between the claimant and any other defendant in the tort system. However, any relevant evidence
submitted in a proceeding in the tort system, other than any findings of fact, a verdict, or a
judgment, involving another defendant may be introduced by either the claimant or the Trust in
any Individual Review Process proceeding conducted pursuant to Section 5.2(b) or any Exigent
Claim proceeding conducted pursuant to Section 5.3(a). The Trust may take any action it deems
appropriate to protect the interests of the Trust in response to the submission of Medical
(c) Exposure Evidence. To receive compensation from the Trust, a claim
must demonstrate Debtor Exposure. Claims based on conspiracy theories that involve no
exposure to talc or talc-containing products sold, distributed, marketed, handled, processed or
manufactured by the Debtors are not compensable under these TDP. To meet the presumptive
exposure requirements of the Expedited Review Process, the holder of a claim for Ovarian
Cancer A-D must also establish Personal Use Exposure in addition to Debtor Exposure. To
meet the presumptive exposure requirements of the Expedited Review Process, the holder of a
Mesothelioma Claim must establish Regular and Routine Exposure in addition to Debtor
Exposure. Credible exposure evidence may be established by an affidavit or sworn statement
based on personal knowledge or by other credible evidence. The Trust may, but is not required
to, ask for the submission of other or additional evidence of exposure when it deems such to be
necessary.
56
Evidence submitted to establish proof of exposure is for the sole benefit of the Trust, not
third parties or defendants in the tort system. The Trust has no need for, and therefore claimants
are not required to furnish the Trust with, evidence of exposure to specific products other than
those for which the Debtors have legal responsibility, except to the extent such evidence is
required elsewhere in these TDP. Similarly, failure to identify Debtor Exposure in the claimant’s
underlying tort action, or to other bankruptcy trusts, does not preclude the claimant from
recovering from the Trust, provided that the claimant satisfies the medical and exposure
requirements of these TDP.
5.6 Claims Audit Program. The Trust, with the consent of the TAC and the FCR,
shall develop a Claims Audit Program. Such Claims Audit Program shall include methods for
auditing the reliability of medical evidence, as well as the reliability of evidence of exposure to
talc or talc-containing products for which the Trust has legal responsibility. The Trust shall
utilize the services of a third-party claims processing facility (the “Claims Processor”) to assist
in the evaluation of claims submitted to the Trust and shall participate in a Cross-Trust Audit
Program. The filing of any claim with the Trust, regardless of the treatment sought, shall
constitute consent for each other trust participating in the Cross-Trust Audit Program to release
to the entity overseeing the Cross-Trust Audit Program (the “Auditor”) all information
submitted to such other trusts by or on behalf of the claimant pursuant to the provisions of the
Cross-Trust Audit Program and to disclose the status of any such claim and the amount and date
of any payment on the claim to the Auditor.
To the extent that the Trustees believe that it is relevant, nothing herein shall preclude the
Trust or its Auditor, in the Trustees’ sole discretion, from reviewing or taking into consideration
filed state court complaints or other claims filed against other mass tort trusts. Any claimant
57
subject to the Claims Audit Program shall cooperate and, provide the Trust with non-privileged
information reasonably requested by the Trust and, if requested by the Trustees, authorization to
obtain from other mass tort trusts any information such claimant has submitted to such other
trusts.
In the event that an audit reveals that fraudulent information has been provided to the
Trust, the Trust may penalize any claimant or claimant’s attorney by rejecting the Talc Personal
Injury Claim or by other means including, but not limited to, requiring the source of such
fraudulent information to pay the costs associated with the audit and any future audit or audits,
reordering the priority of payment of all affected claimants’ Talc Personal Injury Claims and any
other appropriate action or sanction.
5.7 Arbitration.
(a) Establishment of ADR Procedures. The Trust, with the consent of the
TAC and the FCR, shall develop and adopt ADR Procedures, which shall provide for binding or
non-binding arbitration to resolve disputes concerning (a) the valuation of a claim by the Trust,
(b) whether the Trust’s determination that a claim would not receive an offer was proper, or (c)
whether the claimant’s medical condition or exposure history meets the requirements of these
TDP for purposes of categorizing a claim. In addition, disputes over the validity of an Indirect
Talc Personal Injury Claim shall be eligible for ADR.
In all arbitrations, the arbitrator shall consider the same medical and exposure evidentiary
requirements that are set forth in Section 5.5 above. In an arbitration involving any such claim,
the Trust shall not offer into evidence or describe any model or assert that any information
generated by the model has any evidentiary relevance or should be used by the arbitrator in
determining the presumed correct liquidated value in the arbitration. The underlying data that
58
was used to create the model may be relevant and may be made available to the arbitrator but
only if provided to the claimant or his or her counsel ten days prior to the arbitration proceeding.
The claimant and his or her counsel may use the data that is provided by the Trust in the
arbitration and shall agree to otherwise maintain the confidentiality of such information. Any
disputes regarding confidentiality shall be resolved by the arbitrator.
With respect to all claims eligible for arbitration, the claimant shall elect either non-
binding or binding arbitration. The Trust will consent to the type of ADR elected by the
claimant. The ADR Procedures may be modified by the Trust with the consent of the TAC and
the FCR.
(b) Claims Eligible for Arbitration. To be eligible for arbitration on the
question of the appropriate liquidated value to be assigned to a claim, the Talc Personal Injury
Claimant must first complete the Individual Review Process set forth in Section 5.2(b) above
with respect to the disputed issue. The Individual Review Process shall be treated as completed
for these purposes after the Trust has made an offer on the claim (or declined to make an offer
on the claim) and the claimant has rejected the liquidated value resulting from the Individual
Review Process in writing (or been notified that the Trust declined to make an offer).
(c) Limitations on and Payment of Arbitration Awards. A claimant who
submits to binding arbitration will receive payments in the same manner as one who accepts the
Trust’s original valuation of the claim. If a claimant elects non-binding arbitration and both the
claimant and the Trust agree to be bound by the award therein, then the claimant will receive
payments in the same manner as one who accepts the Trust’s original valuation of the claim.
5.8 Litigation. Claimants who elect non-binding arbitration and then reject their
arbitral awards retain the right to institute a lawsuit in the tort system against the Trust in the
59
Claimant’s Jurisdiction as defined in Section 5.2(b)(vi) above. Any such lawsuit must be filed
by the claimant in his or her own right and name and not as a member or representative of a
class, and no such lawsuit may be consolidated with any other lawsuit. All defenses (including,
with respect to the Trust, all defenses which could have been asserted by any Protected Party)
shall be available to both sides at trial; however, the Trust may waive any defense and/or
concede any issue of fact or law. If the claimant was alive at the time the initial pre-petition
complaint was filed or the Trust Claim Form was filed with the Trust, the Trust shall treat the
claims as a personal injury case with all personal injury damages to be considered even if the
claimant died during the pendency of the litigation. A claimant shall be eligible for payment of a
judgment for monetary damages obtained in the tort system from the Trust’s available Cash only
as set forth in Section 7.8 below.
SECTION VI
CLAIMS MATERIALS
6.1 Claims Materials. The Trust shall prepare suitable and efficient Claims
Materials, consisting of (i) a detailed Trust Claim Form (or forms); (ii) instructions each as may
be prepared by the Trustees with the consent of the TAC and FCR; and (iii) a copy of these TDP
for all holders of Talc Personal Injury Claims and shall provide such Claims Materials upon a
written request for such materials to the Trust. In addition, a separate Trust Claim Form for
Indirect Talc Personal Injury Claims shall be developed. The Trust Claim Form shall also
include a certification by the claimant or his or her Representative sufficient to meet the
requirements of Rule 11(b) of the Federal Rules of Civil Procedure. In developing its claim filing
procedures, the Trust shall make every effort to provide claimants with the opportunity to utilize
currently available technology in their discretion, including filing claims and supporting
documentation over the internet and electronically. The Trust Claim Form shall be developed by
60
the Trust and submitted to the TAC and the FCR for approval; it may be changed by the Trustees
with the consent of the TAC and the FCR.
6.2 Withdrawal or Deferral of Claims. A claimant may withdraw a Talc
Personal Injury Claim at any time upon written notice to the Trust and file another Talc Personal
Injury Claim subsequently without affecting the status of the claim for purposes of statutes of
limitations or repose. All such claims filed after withdrawal shall be given a place in the FIFO
Processing Queue based on the date of such subsequent filing. A claimant may also request that
the processing of his or her Talc Personal Injury Claim by the Trust be deferred for a period not
to exceed three (3) years without affecting the status of the claim for statute of limitations or
repose purposes, in which case the claimant shall also retain his or her original place in the
applicable FIFO Processing Queue. During the period of such deferral, a sequencing adjustment
on such claimant’s Talc Personal Injury Claim as provided in Section 7.7 hereunder shall not
accrue and payment thereof shall be deemed waived by the claimant. Except for Talc Personal
Injury Claims held by representatives of deceased or incompetent claimants for which court or
probate approval of the Trust’s offer is required, a claim shall be deemed to have been
withdrawn if the claimant neither accepts, rejects, nor initiates arbitration within six (6) months
of the Trust’s written offer of payment or of rejection of the claim. Upon written request, for
good cause, the Trust may extend the withdrawal or deferral period for an additional six (6)
months. During any period of deferral, a sequencing adjustment on such claimant’s Talc
Personal Injury Claim as provided in Section 7.7 hereunder shall not accrue and payment thereof
shall be deemed waived by the claimant.
6.3 Filing Requirements and Fees. The Trustees shall have the discretion to
determine, with the consent of the TAC and the FCR, whether a filing fee should be required for
61
any Talc Personal Injury Claims, and in what amount. A filing fee shall not be required for any
Talc Personal Injury Claimant who has commenced litigation against any party based on Debtor
Exposure or for any Indemnified Claimant who, in connection with submission of a Trust Claim
Form, will commence litigation in respect of an Indemnified Claim. Any filing fee paid to the
Trust shall be reimbursed in full without application of the applicable Payment Percentage if and
when such claim is paid by the Trust.
6.4 English Language. All claims, claims forms, submissions and evidence
submitted to the Trust or in connection with any claim or its liquidation not in the English
language shall be accompanied by an English translation.
6.5 Confidentiality of Talc Personal Injury Claimants’ Submissions. All
submissions to the Trust by a holder of a Talc Personal Injury Claim, including a claim form and
materials related thereto, shall be treated as made in the course of settlement discussions between
the holder and the Trust and intended by the parties to be confidential and to be protected by all
applicable state and federal privileges, including, but not limited to, those directly applicable to
settlement discussions. The Trust will preserve the confidentiality of such claimant submissions
and shall disclose the contents thereof only, with the permission of the holder, to another trust
established for the benefit of talc or asbestos personal injury claimants pursuant to Sections
105(a) and 524(g) of the Bankruptcy Code or other applicable law, or to such other persons as
authorized by the holder, or in response to a valid subpoena of such materials issued by the
Bankruptcy Court, a Delaware state court, the United States District Court for the District of
Delaware or any other court of competent jurisdiction.
Furthermore, the Trust shall provide counsel for the holder a copy of any such subpoena
immediately upon being served; provided, however, that if a subpoena seeks records or
62
information pertaining to more than fifty (50) claimants, the Trust may instead provide a copy of
the subpoena to counsel for the TAC and FCR and delay providing a copy of the subpoena to
counsel for individual holders of Talc Personal Injury Claims until, in the Trustees’ judgment, it
appears likely that information or records relating to the holders may have to be produced in
response to the subpoena. In such a case, the Trust shall ensure that the notice that is provided to
counsel for the holders allows such counsel sufficient time to object to the production. The Trust
shall on its own initiative or upon request of the claimant or claimants in question take all
necessary and appropriate steps to preserve any and all privileges.
Notwithstanding anything in the foregoing to the contrary, with the consent of the TAC
and the FCR, the Trust may disclose information, documents, or other materials reasonably
necessary in the Trust’s judgment to preserve, litigate, resolve or settle coverage, or to comply
with an applicable obligation under an insurance policy, indemnity, or settlement agreement;
provided, however, that the Trust shall take any and all steps reasonably feasible in its judgment
to preserve the further confidentiality of such information, documents and materials, and prior to
the disclosure of such information, documents or materials to a third party, the Trust shall
receive from such third party a written agreement of confidentiality that (a) ensures that the
information, documents and materials provided by the Trust shall be used solely by the receiving
party for the purpose stated in the agreement and (b) prohibits any other use or further
dissemination of the information, documents and materials by the third party.
SECTION VII
GENERAL GUIDELINES FOR LIQUIDATING AND PAYING CLAIMS
7.1 Claims Processing. The Trust may utilize the services of a Claims Processor.
All Talc Personal Injury Claims shall be resolved and, if determined to be eligible for payment,
paid on an impartial, FIFO basis.
63
A claimant may not assert more than one Talc Personal Injury Claim hereunder.
However, the holder of a Direct Talc Personal Injury Claim for Ovarian Cancer B, Ovarian
Cancer C, or Ovarian Cancer D who is paid from Fund C may assert a new claim for a higher
level of Ovarian Cancer or Mesothelioma that is subsequently diagnosed. Any additional
payments as to which such claimant may be entitled shall be paid from Fund A and shall be
reduced by the amount paid from Fund C for any earlier-diagnosed disease and the remaining
amount due shall be subject to the then applicable Payment Percentage.
Talc Personal Injury Claims shall be processed based on their place or places in the
applicable FIFO Processing Queues based upon the election (Expedited Review Process or
Individual Review Process) the Talc Personal Injury Claimant selects (if such election is
available). The Trust shall take all reasonable steps to resolve Talc Personal Injury Claims as
efficiently and expeditiously as possible at each stage of claims processing, including mediation
and arbitration, which steps may include, in the Trust’s sole discretion, conducting settlement
discussions with Representatives with respect to more than one claim at a time, provided that the
claimants’ respective positions in the applicable FIFO Processing Queues are maintained, and
each claim is individually evaluated pursuant to the valuation factors set forth in Section
5.2(b)(vi) herein. Except as set forth herein, the Trust shall also make every effort to issue offers
each year to at least that number of Talc Personal Injury Claims required to exhaust the
applicable Maximum Annual Payment for each Fund.
The Trustees shall use their reasonable best efforts to ensure that the Trust processes
claims such that over time the combination of settlements at the Scheduled Values (if applicable)
and those resulting from the Individual Review Process should generally result in the applicable
Average Values set forth in Section 5.2(b)(vii).
64
Nothing herein shall prevent the Trust from settling multiple claims at one time.
7.2 Acceptance and Release. A claimant may accept an offer of payment from
the Trust by completing the applicable acceptance and release form to be adopted by the Trust
with the consent of the TAC and FCR (the “Acceptance and Release”). The Acceptance and
Release form provided to holders of Non-Indemnified Claims and Trust Election Claimants shall
include a release of all Protected Parties. The Acceptance and Release form provided to Tort
System Election Claimants will explicitly provide that such claimant is not releasing the Debtors
but is solely releasing the Trust’s liability in respect of other Protected Parties and will provide
that such claimant’s right to pursue Indemnified Claims against the Debtors in the tort system is
preserved and unaffected as a result of any payment from the Trust. The applicable Acceptance
and Release shall be available for completion electronically and may be executed by the claimant
or the Representative through DocuSign or a similar authorized electronic signature program, or
such other simplified and expedient means as the Trust, with the consent of the TAC and FCR,
may adopt.
7.3 Claims Disputes. All unresolved disputes regarding a claimant’s medical
condition, exposure history and/or the liquidated value of the claim may be subject to informal
mediation and then, at the election of the claimant, to binding or non-binding arbitration as set
forth in Section 5.7 herein under the ADR Procedures to be adopted by the Trust with the
consent of the TAC and FCR. Talc Personal Injury Claims that are the subject of a dispute with
the Trust that are not resolved by arbitration may enter the tort system solely as provided in
Sections 5.8.
7.4 Costs Considered. Notwithstanding any provisions of these TDP to the
contrary, the Trustees shall always provide appropriate consideration to the cost of ensuring that
65
payment of valid Talc Personal Injury Claims is not further impaired by costs incurred related to
the Trust’s investigation of the validity of the medical and exposure evidence supporting any
claim for Ovarian Cancer or Mesothelioma. Nothing herein shall prevent the Trustees, in
appropriate circumstances, from contesting the validity of any claim against the Trust whatever
the costs or declining to accept medical evidence from sources that the Trustees have determined
to be unreliable pursuant to the Claims Audit Program described in Section 5.6 above.
7.5 Discretion to Vary the Order and Amounts of Payments in the Event of
Limited Liquidity. Consistent with the provisions hereof and subject to the FIFO Processing
and Payment Queue and the applicable Maximum Annual Payments set forth above, the Trustees
shall proceed as quickly as possible to liquidate valid Talc Personal Injury Claims and shall
make payments to holders of such claims in accordance with these TDP promptly as funds
become available and as claims are liquidated, while maintaining sufficient resources to pay
future valid claims in substantially the same manner.
Because the Trust’s assets and liabilities over time remain uncertain, and decisions about
payments must be based on estimates that cannot be made precisely, such decisions may have to
be revised in light of experiences over time, and there can be no guarantee of any specific level
of payment to claimants. However, the Trustees shall use their best efforts to treat similar claims
in substantially the same manner, consistent with their duties as Trustees, the purposes of the
Trust, and the practical limitations imposed by the inability to predict the future with precision.
In the event that the Trust faces issues with respect to liquidity, the Trustees may, with
the consent of the TAC and the FCR, (a) suspend the normal order of payment, or (b)
temporarily limit or suspend payments altogether.
66
7.6 Punitive Damages. Except to the extent that punitive damages are the sole
recovery provided under applicable law, in determining the value of any liquidated or
unliquidated Talc Personal Injury Claim, punitive or exemplary damages (i.e., damages other
than compensatory damages) shall not be considered or allowed, notwithstanding their
availability in the tort system. Similarly, no punitive or exemplary damages shall be payable with
respect to any claim litigated against the Trust in the tort system pursuant to Sections 5.8 herein.
For the avoidance of doubt, this Section 7.5 shall not affect in any way any claimant’s or
the Trust’s ability to recover from any entity other than the Trust or the Protected Parties,
including, by way of example and not limitation, J&J.
7.7 Sequencing Adjustments.
(a) General. Subject to the limitations set forth below, a sequencing
adjustment shall be paid on all Talc Personal Injury Claims with respect to which the claimant
has had to wait a year or more for payment, provided, however, that no claimant shall receive a
sequencing adjustment for a period in excess of seven (7) years, for the period when the claim
was deferred or withdrawn at the claimant’s request, or during any period where the Trust’s
provision of payment to a claimant is delayed as the result of the claimant’s failure to provide
the Trust with additional information as requested on an unliquidated Talc Personal Injury
Claim. The sequencing adjustment factor shall be equal to the federal funds rate per annum for
each of the first five (5) years after the Effective Date; thereafter, the Trust shall have the
discretion to change the annual sequencing adjustment factor with the consent of the TAC and
the FCR.
(b) Unliquidated Talc Personal Injury Claims. A sequencing adjustment
shall be payable on the Scheduled Value of any unliquidated Talc Personal Injury Claim
67
whether the claim is liquidated under Expedited Review Process, Individual Review Process, or
by arbitration. No sequencing adjustment shall be available to or paid on any claim liquidated in
the tort system pursuant to Section 5.8 above herein. Sequencing adjustments on all such
unliquidated claims shall be measured from the date of payment back to the date that is one (1)
year after the date on which the claim was placed in the FIFO Payment Queue, subject to the
limitation that no claimant shall receive a sequencing adjustment for a period in excess of seven
(7) years. Notwithstanding the provisions hereof, a sequencing adjustment shall not accrue
during any period where the Trust’s provision of payment to a claimant is delayed as the result
of the claimant’s failure to provide the Trust with information necessary to process a Talc
7.8 Payment of Judgments for Money Damages. This section does not apply to
Indemnified Claims pursued in the tort system pursuant to Section 2.3(a)(ii) hereof. If and when
a claimant who elected non-binding arbitration and rejected the arbitral award subsequently
obtains a judgment in the tort system, the claim shall be placed in the applicable FIFO Payment
Queue based on the date on which the judgment became final. Thereafter, the claimant shall
receive from the Trust an initial payment (subject to the applicable Payment Percentage and the
applicable Maximum Annual Payment) of an amount equal to the greater of (i) the Trust’s last
offer to the claimant, or (ii) the award that the claimant declined in non-binding arbitration;
provided, however, that in no event shall such payment amount exceed the amount of the
judgment obtained in the tort system. The claimant shall receive the balance of the judgment, if
any, in five (5) equal installments in years six (6) through ten (10) following the year of the
initial payment (also subject to the applicable Payment Percentage, Maximum Value, and the
68
applicable Maximum Annual Payment, if applicable, in effect on the date of the payment of the
subject installment).
The total amounts paid with respect to such claims shall not exceed the relevant
Maximum Values for such Disease Levels as set forth in Section 5.2(a)(iii) above, subject to the
applicable Payment Percentage. Under no circumstances shall (a) sequencing adjustments be
paid pursuant to Section 7.7, or (b) interest be paid under any statute on any judgments obtained
in the tort system.
7.9 Third-Party Services. Nothing in these TDP shall preclude the Trust from
contracting with another claims resolution organization to provide services to the Trust so long
as decisions about the categorization and liquidated value of Talc Personal Injury Claims are
based on the relevant provisions of these TDP, including the Disease Levels, Scheduled Values,
Average Values, Maximum Values, and Medical/Exposure Criteria set forth above.
7.10 Trust Disclosure of Information. Periodically, but not less often than once a
year, the Trust shall make available to claimants and other interested parties, the number of
claims by each disease that have been resolved both by the Individual Review Process and by
arbitration as well as by litigation in the tort system indicating the amounts of the awards and the
averages of the awards by jurisdiction.
SECTION VIII
MISCELLANEOUS
8.1 Non-Binding Effect of Trust and/or Litigation Outcome. Notwithstanding
any other provision of these TDP, a decision by the Trust to pay or not to pay any claim shall not
be used in, be admissible as evidence in, binding in, or have any res judicata, collateral estoppel,
or other preclusive effect in any lawsuit or other proceeding against J&J or any other entity other
than the Trust. Notwithstanding any other provision of these TDP, the outcome of litigation
69
against the Debtors by the holder of an Indemnified Claim shall not be used in, be admissible as
evidence in, binding in or have any other preclusive effect in connection with the Trust’s
resolution or valuation of an Indemnified Claim.
8.2 Independence of the Trust. Neither J&J nor any of its Affiliates shall have
any rights or involvement whatsoever in the Trust, including without limitation its management
or operation, or in connection with this TDP. Neither J&J nor any of its Affiliates are a third-
party beneficiary of the Trust or these TDP, and nothing herein creates any rights or obligations
that may give rise to a claim or cause of action by J&J or any of its Affiliates against the Trust or
any claimant.
8.3 Amendments. Except as otherwise provided herein, the Trustees may not
amend, modify, delete, or add to any provisions of these TDP, without the written consent of the
TAC and the FCR. Nothing herein is intended to preclude the TAC or the FCR from proposing
to the Trustees, in writing, amendments to these TDP. For the avoidance of doubt, these TDP
may not be amended to alter the allocation of the assets of the Trust between or among Funds.
8.4 Severability. Should any provision contained in these TDP be determined to
be unenforceable, such determination shall in no way limit or affect the enforceability and
operative effect of any and all other provisions of these TDP. Should any provision contained in
these TDP be determined to be inconsistent with or contrary to Debtors’ obligations to any
insurance company providing insurance coverage to the Debtors in respect of claims for personal
injury based on exposure to talc and/or a talc-containing product, or to conduct that exposed the
claimant to talc and/or a talc product, for which the Debtors have legal responsibility or products
containing talc for which the Debtors have legal responsibility, the Trustees, with the consent of
the TAC and the FCR, may amend these TDP and/or the Trust Agreement to make the
70
provisions of either or both documents consistent with the duties and obligations of the Debtors
to said insurance company.
8.5 Governing Law. Except for purposes of determining the liquidated value of
any Talc Personal Injury Claim, administration of these TDP shall be governed by, and construed
in accordance with, the laws of the State of Delaware. The law governing the liquidation of Talc
Personal Injury Claims in the case of the Individual Review Process, mediation, arbitration or
litigation in the tort system shall be the law of the Claimant’s Jurisdiction as described in Section
5.2(b)(vi) above.
8.6 Administration with Other Comparable Trusts. In order to efficiently
administer the Talc Personal Injury Trust Assets, the Trustees may determine, with the consent
of the TAC and the FCR, to provide for the administration of the Talc Personal Injury Trust
Assets and/or these TDP by or in conjunction with another trust or trusts established under
Sections 105 and/or 524(g) of the Bankruptcy Code, provided, however, that appropriate
accounting, trust, confidentiality, or other procedures shall be adopted and followed to ensure
that the Talc Personal Injury Assets are maintained separate and segregated from any other
trust’s assets or res and the Trust’s value can be separately ascertained at all appropriate times,
and all claimant information is maintained on a confidential basis.
71
EXHIBIT B
Talc Personal Injury Trust Agreement
US-DOCS\120811676.4
IVORY AMERICA PERSONAL INJURY TRUST AGREEMENT
20877240v16
TABLE OF CONTENTS
Page
ARTICLE I AGREEMENT OF TRUST ............................................................................. 3

1.1 Creation and Name ................................................................................................ 3
1.2 Purpose................................................................................................................... 3
1.3 Transfer of Assets .................................................................................................. 3
1.4 Acceptance of Assets and Assumption of Liabilities ............................................ 4
ARTICLE II POWERS AND TRUST ADMINISTRATION .............................................. 5
2.1 Powers .................................................................................................................... 5
2.2 General Administration .......................................................................................... 9
2.3 Claims Administration ......................................................................................... 13
ARTICLE III ACCOUNTS, INVESTMENTS, AND PAYMENTS .................................. 13
3.1 Accounts .............................................................................................................. 13
3.2 Investments .......................................................................................................... 13
3.3 Source of Payments.............................................................................................. 16
ARTICLE IV TRUSTEES; DELAWARE TRUSTEE......................................................... 16
4.1 Number ................................................................................................................ 16
4.2 Term of Service.................................................................................................... 16
4.3 Appointment of Successor Trustees..................................................................... 17
4.4 Liability of Trustees, Members of the TAC and the FCR ................................... 18
4.5 Compensation and Expenses of Trustees and Delaware Trustee......................... 18
4.6 Indemnification .................................................................................................... 19
4.7 Lien ...................................................................................................................... 20
4.8 Trustees’ Employment of Experts; Delaware Trustees’ Employment of
Counsel ................................................................................................................ 21
4.9 Trustees’ Independence ....................................................................................... 21
4.10 Bond ..................................................................................................................... 21
4.11 Delaware Trustee ................................................................................................. 22
4.12 Medicare Reporting Obligations .......................................................................... 24
ARTICLE V TRUST ADVISORY COMMITTEE ............................................................ 24
5.1 Members .............................................................................................................. 24
5.2 Duties ................................................................................................................... 25
-i-
20877240v15
TABLE OF CONTENTS
(continued)
Page
5.3 Term of Office ..................................................................................................... 25

5.4 Appointment of Successor ................................................................................... 26
5.5 TAC’s Employment of Professionals .................................................................. 27
5.6 Compensation and Expenses of the TAC ............................................................ 28
5.7 Procedures for Consultation with and Obtaining the Consent of the TAC.......... 29
ARTICLE VI THE FCR ....................................................................................................... 31
6.1 Duties ................................................................................................................... 31
6.2 Term of Office ..................................................................................................... 32
6.3 Appointment of Successor ................................................................................... 32
6.4 FCR’s Employment of Professionals ................................................................... 33
6.5 Compensation and Expenses of the FCR ............................................................. 34
6.6 Procedures for Consultation with and Obtaining the Consent of the FCR .......... 34
ARTICLE VII GENERAL PROVISIONS ............................................................................ 36
7.1 Irrevocability ........................................................................................................ 36
7.2 Term; Termination ............................................................................................... 36
7.3 Amendments ........................................................................................................ 38
7.4 Meetings ............................................................................................................... 39
7.5 Severability .......................................................................................................... 39
7.6 Notices ................................................................................................................. 39
7.7 Successors and Assigns........................................................................................ 41
7.8 Limitation on Claim Interests for Securities Laws Purposes ............................... 41
7.9 Entire Agreement; No Waiver ............................................................................. 41
7.10 Headings .............................................................................................................. 42
7.11 Governing Law .................................................................................................... 42
7.12 Settlors’ Representative and Cooperation ............................................................ 43
7.13 Dispute Resolution ............................................................................................... 43
7.14 Enforcement and Administration ......................................................................... 44
7.15 Effectiveness ........................................................................................................ 44
7.16 Counterpart Signatures......................................................................................... 44
-ii-
20877240v15
IVORY AMERICA PERSONAL INJURY TRUST AGREEMENT
This Ivory America Personal Injury Trust Agreement (this “Trust Agreement”), dated
the date set forth on the signature page hereof and effective as of the Effective Date, is entered
into pursuant to the Ninth Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc
America, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No.
_______] (as may be further amended or modified, the “Plan”),1 by Imerys Talc America, Inc.
and its Debtor affiliates (referred to as the “Debtors”)2, the debtors and debtors-in-possession
whose Chapter 11 Cases are administered under Case No. 19-10289 (LSS) in the United States
Bankruptcy Court for the District of Delaware (“Bankruptcy Court”); the Tort Claimants’
Committee (“TCC”); the Legal Representative of Future Claimants (the “FCR”); [__________]
(the “Delaware Trustee”); the Trustees identified on the signature pages hereof (the
“Trustees”); and the members of the Talc Trust Advisory Committee identified on the signature
pages hereof (the “TAC” and, together with the Debtors, the TCC, the FCR, the Delaware
Trustee, and the Trustees, the “Parties”);
WHEREAS, the Debtors have reorganized under the provisions of Chapter 11 of the
Bankruptcy Code in the cases filed in the Bankruptcy Court jointly administered and known as
In re: Imerys Talc America, Inc., et al., Case No. 19-10289 (LSS); and
WHEREAS, the Confirmation Order has been entered by the Bankruptcy Court and the
Affirmation Order entered by the District Court; and
1
All capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Plan, and
such definitions are incorporated herein by reference. All capitalized terms not defined herein or in the Plan, but
defined in the Bankruptcy Code or Bankruptcy Rules, shall have the meanings ascribed to them by the Bankruptcy
Code and Bankruptcy Rules, and such definitions are incorporated herein by reference.
2
To the extent Imerys Talc Italy S.p.A. (“ITI”) seeks protection pursuant to the terms of the Bankruptcy Code in the
Bankruptcy Court, the defined term Debtors shall include ITI.
20877240v15
WHEREAS, the Plan provides, inter alia, for the creation of the Ivory America Personal
Injury Trust (the “Talc Personal Injury Trust” or the “Talc Trust”); and
WHEREAS, pursuant to the Plan, the Talc Trust is to use its assets and income to
resolve all Talc Personal Injury Claims (“Talc Claims”); and
WHEREAS, it is the intent of the TCC, the Debtors, the FCR, the Trustees, and the TAC
that the Talc Trust will value, and be in a financial position to pay, Talc Claims that involve
similar claims in substantially the same manner and in accordance with the terms of this Trust
Agreement and the Trust Distribution Procedures (the “TDP”) attached to the Plan as Exhibit A;
and
WHEREAS, all rights of the holders of Talc Claims arising under this Trust Agreement
and the TDP shall vest upon the Effective Date; and
WHEREAS, pursuant to the Plan, the Talc Trust is intended to qualify as a “qualified
settlement fund” (a “Qualified Settlement Fund”) within the meaning of section 1.468B-1 et
seq. of the Treasury Regulations promulgated under section 468B of the Internal Revenue Code
(the “QSF Regulations”); and
WHEREAS, the Bankruptcy Court has determined that the Talc Trust and the Plan
satisfy all the prerequisites for issuance of an injunction pursuant to sections 524(g) and 105(a)
of the Bankruptcy Code with respect to any and all Talc Claims, and such injunction has been
entered in connection with the Confirmation Order;
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE I
AGREEMENT OF TRUST
1.1 Creation and Name. The Debtors as settlors (“Settlors”) hereby create a trust
known as the “Imerys America Personal Injury Trust,” which is the Talc Trust provided for and
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referred to in the Plan. The Trustees of the Talc Trust may transact the business and affairs of
the Talc Trust in the name of the Talc Trust, and references herein to the Talc Trust shall include
the Trustees acting on behalf of the Talc Trust. It is the intention of the Parties that the Talc
Trust constitutes a statutory trust under Chapter 38 of title 12 of the Delaware Code, 12 Del. C.
§ 3801 et seq. (the “Act”) and that this document constitute the governing instrument of the Talc
Trust. The Trustees and the Delaware Trustee are hereby authorized and directed to execute and
file a Certificate of Trust with the Delaware Secretary of State in the form attached hereto as
Exhibit 1.
1.2 Purpose. The purpose of the Talc Trust is to assume all liabilities and
responsibility for all Talc Claims and, among other things, to: (a) direct the processing,
liquidation, and payment of all Talc Claims in accordance with the Plan, the TDP, and the
Confirmation Order; (b) preserve, hold, manage, and maximize the assets of the Talc Trust for
use in paying and resolving Talc Claims; and (c) qualify at all times as a Qualified Settlement
Fund. The Talc Trust is to use the Talc Trust’s assets and income to pay the holders of all Talc
Claims in accordance with this Trust Agreement and the TDP in such a way that such holders of
Talc Claims are treated fairly, equitably, and reasonably in light of the assets available to resolve
such claims, and to otherwise comply in all respects with the requirements of a trust set forth in
section 524(g)(2)(B) of the Bankruptcy Code.
1.3 Transfer of Assets. Pursuant to, and in accordance with Article IV of the Plan,
the Talc Trust has received the Talc Personal Injury Trust Assets to fund the Talc Trust and settle
or discharge all Talc Claims. In all events, the Talc Personal Injury Trust Assets or any other
assets to be transferred to the Talc Trust under the Plan will be transferred to the Talc Trust free
and clear of any liens or other claims by the Debtors, the Reorganized Debtors, the other
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Protected Parties, any creditor, or other entity except as otherwise provided in the Plan. Article
IV, Section 4.6 of the Plan provides for the Debtors and the Reorganized Debtors, among others,
to execute and deliver such documents to the Talc Trust as the Trustees may request to effectuate
the transfer and assignment of any Talc Personal Injury Trust Assets to the Talc Trust.
1.4 Acceptance of Assets and Assumption of Liabilities.
(a) In furtherance of the purposes of the Talc Trust, the Talc Trust hereby
expressly accepts the transfer to the Talc Trust of the Talc Personal Injury Trust Assets or any
other transfers contemplated by the Plan in the time and manner as, and subject to the terms,
contemplated in the Plan.
(b) In furtherance of the purposes of the Talc Trust, the Talc Trust expressly
assumes all liabilities and responsibility for all Talc Claims (except as set forth in the Plan) and
the indemnification obligations in Section 4.12 of the Plan in substitution for the financial or
other responsibility or liability of the Reorganized Debtors therefor and neither the Reorganized
Debtors nor any of the Protected Parties shall have any further financial or other responsibility or
liability therefor except as explicitly set forth in the Plan. Except as otherwise provided in this
Trust Agreement and the TDP, the Talc Trust shall have all defenses, cross-claims, offsets, and
recoupments, as well as rights of indemnification, contribution, subrogation, and similar rights,
regarding such claims that the Debtors or the Reorganized Debtors have or would have had
under applicable law. Regardless of the foregoing, however, a claimant must meet otherwise
applicable federal and state statutes of limitations and repose, except as otherwise provided in
Section 5.1(a)(ii) of the TDP.
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(c) Notwithstanding anything to the contrary herein, no provision herein or in
the TDP shall be construed or implemented in a manner that would cause the Talc Trust to fail to
qualify as a Qualified Settlement Fund under the QSF Regulations.
(d) Nothing in this Trust Agreement shall be construed in any way to limit
(i) the scope, enforceability, or effectiveness of the Injunctions or (ii) the Talc Trust’s
assumption of liability for all Talc Claims subject to the provisions of Section 1.4(b) above and
the Plan.
(e) In this Trust Agreement and the TDP, the words “must,” “will,” and
“shall” are intended to have the same mandatory force and effect, while the word “may” is
intended to be permissive rather than mandatory.
(f) To the extent required by the Act, the beneficial owners (within the
meaning of the Act) of the Talc Trust (the “Beneficial Owners”) shall be deemed to be the
holders of Talc Claims; provided that (i) the holders of Talc Claims, as such Beneficial Owners,
shall have only such rights with respect to the Talc Trust and its assets as are set forth in the TDP
and (ii) no greater or other rights, including upon dissolution, liquidation, or winding up of the
Talc Trust, shall be deemed to apply to the holders of Talc Claims in their capacity as Beneficial
Owners.
ARTICLE II
POWERS AND TRUST ADMINISTRATION
2.1 Powers.
(a) The Trustees are and shall act as fiduciaries to the Talc Trust in
accordance with the provisions of this Trust Agreement, the Plan and the Confirmation Order.
The Trustees shall, at all times, administer the Talc Trust and the Talc Personal Injury Trust
Assets in accordance with the purposes set forth in Section 1.2 above. Subject to the limitations
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set forth in this Trust Agreement, the Trustees shall have the power to take any and all actions
that, in the judgment of the Trustees, are necessary or proper to fulfill the purposes of the Talc
Trust, including, without limitation, each power expressly granted in this Section 2.1, any power
reasonably incidental thereto and not inconsistent with the requirements of Section 2.2, and any
trust power now or hereafter permitted under the laws of the State of Delaware.
(b) Except as required by applicable law or otherwise specified herein, the
Trustees need not obtain the order or approval of any court in the exercise of any power or
discretion conferred hereunder.
(c) Without limiting the generality of Section 2.1(a) above, and except as
limited below or by the Plan, the Trustees shall have the power to:
(i) receive and hold the Talc Personal Injury Trust Assets and exercise
all rights with respect thereto, including the right to vote and sell any securities that are included
in the Talc Personal Injury Trust Assets;
(ii) invest the monies held from time to time by the Talc Trust;
(iii) enter into leasing and financing agreements with third parties to the
extent such agreements are reasonably necessary to permit the Talc Trust to operate;
(iv) pay liabilities and expenses of the Talc Trust including the
indemnification obligations set forth in section 4.12 of the Plan;
(v) establish such funds, reserves, and accounts within the Talc Trust
estate, the Trustees deem useful in carrying out the purposes of the Talc Trust;
(vi) sue and be sued and participate, as a party or otherwise, in any
judicial, administrative, arbitrative, or other proceeding;
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(vii) establish, supervise, and administer the Talc Trust in accordance
with this Trust Agreement and the TDP and the terms thereof;
(viii) appoint such officers, hire such employees, engage such legal,
financial, accounting, investment, auditing, forecasting, and other consultants, advisors, and
agents as the business of the Talc Trust requires, and delegate to such persons such powers and
authorities as the fiduciary duties of the Trustees permit and as the Trustees, in their discretion,
deem advisable or necessary in order to carry out the terms of the Talc Trust;
(ix) pay reasonable compensation to those employees, legal, financial,
accounting, investment, auditing, forecasting, and other consultants, advisors, and agents
(including those engaged by the Talc Trust in connection with its alternative dispute resolution
activities);
(x) as provided below, (a) compensate the Trustees, the Delaware
Trustee, and the FCR, and the employees, legal, financial, accounting, investment, auditing,
forecasting, and other consultants, advisors, and agents of each of them, and (b) reimburse the
Trustees, the Delaware Trustee, and the FCR for all reasonable out-of-pocket costs and expenses
incurred by such persons in connection with the performance of their duties hereunder;
(xi) execute and deliver such instruments as the Trustees deem proper
in administering the Talc Trust;
(xii) enter into such other arrangements with third parties as the
Trustees deem useful in carrying out the purposes of the Talc Trust, provided such arrangements
do not conflict with any other provision of this Trust Agreement;
(xiii) in accordance with Sections 4.4 and 4.6 below, defend, indemnify,
and hold harmless (and purchase insurance indemnifying) (A) the Trustees, (B) the Delaware
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Trustee, (C) the TAC and its members, (D) the FCR, and (E) the officers, employees,
consultants, advisors, and agents of each of the Talc Trust, the TAC, and the FCR (each of those
in (E) herein, the “Additional Indemnitees”), to the fullest extent that a statutory trust organized
under the laws of the State of Delaware is from time to time entitled to defend, indemnify, hold
harmless, and/or insure its directors, trustees, officers, employees, consultants, advisors, agents,
and representatives. No party shall be indemnified in any way for any liability, expense, claim,
damage, or loss for which he or she is liable under Section 4.4 below;
(xiv) consult with the TAC and the FCR at such times and with respect
to such issues relating to the purpose, conduct, and affairs of the Talc Trust as the Trustees
consider desirable;
(xv) make, pursue (by litigation or otherwise), collect, compromise, or
settle, in the name of the Talc Trust, any claim, right, action, or cause of action included in the
Talc Personal Injury Trust Assets or which may otherwise hereafter accrue in favor of the Talc
Trust, including, but not limited to, insurance recoveries, before any court of competent
jurisdiction; and
(xvi) exercise any and all other rights, and take any and all other actions
as are permitted, of the Trustees in accordance with the terms of this Trust Agreement.
(d) The Trustees shall not have the power to guarantee any debt of other
persons.
(e) The Trustees agree to take the actions of the Talc Trust required
hereunder.
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(f) The Trustees shall give the TAC and the FCR prompt notice of any act
performed or taken pursuant to Sections 2.1(c)(i) or (vi) above, and any act proposed to be
performed or taken pursuant to Section 2.2(f) below.
2.2 General Administration.
(a) The Trustees shall act in accordance with this Trust Agreement, the Plan,
the Confirmation Order and the TDP. In the event of a conflict between the terms of this Trust
Agreement and the TDP, the terms of this Trust Agreement shall control. In the event of a
conflict between the terms or provisions of the (i) Plan and (ii) this Trust Agreement or the TDP,
the terms of the Plan shall control.
(b) The Trustees shall (i) timely file such income tax and other returns and
statements required to be filed and shall timely pay all taxes required to be paid by the Talc
Trust, (ii) comply with all applicable reporting and withholding obligations, (iii) satisfy all
requirements necessary to qualify and maintain qualification of the Talc Trust as a Qualified
Settlement Fund within the meaning of the QSF Regulations, and (iv) take no action that could
cause the Talc Trust to fail to qualify as a Qualified Settlement Fund within the meaning of the
QSF Regulations.
(c) The Trustees shall timely account to the Bankruptcy Court as follows:
(i) The Trustees shall cause to be prepared and filed with the
Bankruptcy Court, as soon as available, and in any event within one hundred and twenty (120)
days following the end of each fiscal year, an annual report (the “Annual Report”) containing
financial statements of the Talc Trust (including, without limitation, a balance sheet of the Talc
Trust as of the end of such fiscal year and a statement of operations for such fiscal year) audited
by a firm of independent certified public accountants selected by the Trustees and accompanied
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by an opinion of such firm as to the fairness of the financial statements’ presentation of the cash
and investments available for the payment of claims. The Trustees shall provide a copy of such
Annual Report to the TAC and the FCR when such reports are filed with the Bankruptcy Court.
(ii) Simultaneously with the filing of the Annual Report, the Trustees
shall cause to be prepared and filed with the Bankruptcy Court a report containing a summary
regarding the number and type of claims resolved during the period covered by the financial
statements. The Trustees shall provide a copy of such report to the TAC and the FCR when such
report is filed.
(iii) All materials required to be filed with the Bankruptcy Court by this
Section 2.2(c) shall be available for inspection by the public in accordance with procedures
established by the Bankruptcy Court and shall be filed with the Office of the United States
Trustee for Region Three (the “UST”).
(d) The Trustees shall cause to be prepared as soon as practicable prior to the
commencement of each fiscal year a budget and cash flow projections covering such fiscal year.
The budget and cash flow projections shall include a determination of the Maximum Annual
Payment pursuant to Section 2.9 of the TDP. The Trustees shall provide a copy of the budget
and cash flow projections to the TAC and the FCR.
(e) The Trustees shall consult with the TAC and the FCR on (i) the general
implementation and administration of the Talc Trust; (ii) the general implementation and
administration of the TDP; and (iii) such other matters as may be required under this Trust
Agreement or the TDP.
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(f) The Trustees shall be required to obtain the consent of the TAC and the
FCR pursuant to the consent process set forth in Section 7.1(b) below, in addition to any other
instances elsewhere enumerated, in order:
(i) to reduce the number of Trustees as provided in Section 4.1 below;
(ii) to determine, establish, or change the Payment Percentage
described in Section 2.8 of the TDP as provided in Section 4.2 of the TDP;
(iii) to change the Scheduled Values and/or Medical/Exposure Criteria
set forth in Section 5.3(a)(iii) of the TDP;
(iv) to establish and/or to change the Claims Materials to be provided
to holders of Talc Claims under Section 6.1 of the TDP;
(v) to require that claimants provide additional kinds of medical
evidence pursuant to Section 6.1 of the TDP;
(vi) to change the form of Acceptance and Release to be provided
pursuant to Section 7.2 of the TDP;
(vii) to terminate the Talc Trust pursuant to Section 7.3 below;
(viii) to settle the liability of any insurer under any insurance policy or
legal action related thereto;
(ix) to change the compensation and/or expense reimbursement
limitations of the members of the TAC, the FCR, the Delaware Trustee, or the Trustees, other
than to reflect cost-of-living increases or to reflect changes approved by the Bankruptcy Court as
otherwise provided herein;
(x) to take actions to minimize any tax on the Talc Personal Injury
Trust Assets, provided that no such action may be taken if it prevents the Talc Trust from
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qualifying as a Qualified Settlement Fund within the meaning of the QSF Regulations or requires
an election for the Talc Trust to be treated as a grantor trust for tax purposes;
(xi) to amend any provision of this Trust Agreement or the TDP in
accordance with the terms thereof; provided that no such amendment shall be in contravention of
the Plan;
(xii) to acquire an interest in, or to merge any claims resolution
organization formed by the Talc Trust with, another claims resolution organization that is not
specifically created by this Trust Agreement or the TDP, or to contract with another claims
resolution organization or other entity that is not specifically created by this Trust Agreement or
the TDP, or permit any other party to join in any claims resolution organization that is formed by
the Talc Trust pursuant to this Trust Agreement or the TDP; provided that such acquisition,
merger, contract, or joinder shall not (a) subject the Reorganized Debtors, or any successors in
interest thereto, or the Protected Parties to any risk of having any Talc Claim asserted against it
or them, or (b) otherwise jeopardize the validity or enforceability of the Injunctions or any other
injunction or release issued or granted in connection with the Plan and/or the Confirmation
Order, (c) permit the surviving organization to make decisions about the allowability and value
of claims that are not in accordance with the TDP, or (d) cause the Talc Trust to fail to qualify as
a Qualified Settlement Fund under the QSF Regulations;
(xiii) if and to the extent required by Section 6.5 of the TDP, to disclose
any information, documents, or other materials to preserve, litigate, resolve, or settle coverage,
or to comply with an applicable obligation under an insurance policy or settlement agreement
pursuant to Section 6.5 of the TDP;
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(xiv) sell, transfer, or exchange any or all of the Talc Personal Injury
Trust Assets at such prices and upon such terms as the Trustees may consider proper, consistent
with the other terms of this Trust Agreement;
(xv) delegate any or all of the authority herein conferred with respect to
the investment of all or any portion of the Talc Trust Assets to any one or more reputable
individuals or recognized institutional investment advisors or investment managers without
liability for any action taken or omission made because of any such delegation, except as
provided in Section 4.4 below; or
(xvi) to approve any release or abandonment of the J&J Indemnification
Obligations.
(g) The Trustees shall meet with the TAC and the FCR no less often than
quarterly. The Trustees shall meet in the interim with the TAC and the FCR when so requested
by either. Meetings may be held in person, by telephone conference call, or by a combination of
the two.
(h) The Trustees, upon notice from either the TAC or the FCR, if practicable
in view of pending business, shall at their next meeting with the TAC or the FCR consider issues
submitted by the TAC or the FCR. The Trustees shall keep the TAC and the FCR reasonably
informed regarding all aspects of the administration of the Talc Trust.
2.3 Claims Administration. The Trustees shall promptly proceed to implement the
TDP.
2.4 Medicare Reporting Obligations.
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(a) The Talc Trust shall register as a Responsible Reporting Entity (“RRE”)
under the reporting provisions of section 111 of the Medicare, Medicaid, and SCHIP Extension
Act of 2007 (Pub. L. 110-173) (“MMSEA”).
(b) The Talc Trust shall, at its sole expense, timely submit all reports that are
required under MMSEA on account of any claims settled, resolved, paid, or otherwise liquidated
by the Talc Trust or with respect to contributions to the Talc Trust. The Talc Trust, in its role as
RRE, shall follow all applicable guidance published by the Centers for Medicare & Medicaid
Services of the United States Department of Health and Human Services and/or any other agent
or successor entity charged with responsibility for monitoring, assessing, or receiving reports
made under MMSEA (collectively, “CMS”) to determine whether or not, and, if so, how, to
report to CMS pursuant to MMSEA.
(c) Before remitting funds to claimants’ counsel, or to the claimant if such
claimant is acting pro se, in respect of any Talc Claim, the Trustees shall obtain a certification
that said claimant (or such claimant’s authorized representative) has or will provide for the
payment and/or resolution of any obligations owing or potentially owing under 42 U.S.C.
§ 1395y(b), or any related rules, regulations, or guidance, in connection with, or relating to, such
Talc Claim.
ARTICLE III
ACCOUNTS, INVESTMENTS, AND PAYMENTS
3.1 Accounts.
(a) The Trustees may, from time to time, create such accounts and reserves
within the Talc Trust estate as they deem necessary, prudent, or useful in order to provide for the
payment of expenses and payment of Talc Claims and may, with respect to any such account or
reserve, restrict the use of monies therein, and the earnings or accretions thereto.
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(b) The Trustees shall include a reasonably detailed description of the creation
of any account or reserve in accordance with this Section 3.1 and, with respect to any such
account, the transfers made to such account, the proceeds of or earnings on the assets held in
each such account, and the payments from each such account in the reports to be filed with the
Bankruptcy Court and provided to the TAC and the FCR pursuant to Section 2.2(c)(i) above.
3.2 Investments. Investment of monies held in the Talc Trust shall be administered
in a manner consistent with the standards set forth in the Uniform Prudent Investor Act, subject
to the following limitations and provisions;
(a) With respect to equity investments, the Talc Trust may invest only in
diversified equity portfolios whose benchmark is a broad equity market index such as, but not
limited to, the S&P 500 Index, Russell 1000 Index, S&P ADR Index, or MSCI EAFE Index.
The Talc Trust shall not acquire, directly or indirectly, equity in any entity (other than the
Reorganized Debtors or any successor to the Reorganized Debtors) or business enterprise if,
immediately following such acquisition, the Talc Trust would hold more than 5% of the equity in
such entity or business enterprise. The Talc Trust shall not hold, directly or indirectly, more than
5% of the equity in any entity (other than the Reorganized Debtors, or any successor to the
Reorganized Debtors) or business enterprise.
(b) The Talc Trust shall not acquire or hold any long-term debt securities
unless (i) such securities are Talc Trust Assets under the Plan, (ii) such securities are rated “Baa”
or higher by Moody’s, “BBB” or higher by Standard & Poor’s (“S&P”), or have been given an
equivalent investment grade rating by another nationally recognized statistical rating agency, or
(iii) have been issued or fully guaranteed as to principal and interest by the United States of
America or any agency or instrumentality thereof. This restriction does not apply to any pooled
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investment vehicles where pooled assets receive an investment grade rating (i.e., “BBB” rating
or above) by a nationally recognized rating agency.
(c) The Talc Trust shall not acquire or hold for longer than ninety (90) days
any commercial paper unless such commercial paper is rated “Prime-l” or higher by Moody’s or
“A-l” or higher by S&P or has been given an equivalent rating by another nationally recognized
statistical rating agency.
(d) The Talc Trust shall not acquire any debt securities or other debt
instruments issued by any entity if, following such acquisition, the aggregate market value of all
such debt securities and/or other debt instruments issued by such entity held by the Talc Trust
would exceed 5% of the then current aggregate value of the Talc Trust’s assets. There is no
limitation on holding debt securities or other debt instruments issued or fully guaranteed as to
principal and interest by the United States of America or any agency or instrumentality thereof.
(e) The Talc Trust shall not acquire or hold any certificates of deposit in an
amount exceeding any federal insurance on such certificates of deposit unless all publicly held,
long-term debt securities, if any, of the financial institution issuing the certificate of deposit and
the holding company, if any, of which such financial institution is a subsidiary, meet the
standards set forth in Section 3.2(b) above.
(f) The Talc Trust may acquire and hold any securities or instruments issued
by the Reorganized Debtors or any successor to the Reorganized Debtors or obtained as proceeds
of litigation or otherwise to resolve disputes, without regard to the limitations set forth in
Subsections (a)-(e) above.
(g) The Talc Trust shall not acquire or hold any repurchase obligations unless,
in the opinion of the Trustees, such obligations are adequately collateralized.
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(h) The Talc Trust may allow its investment managers to acquire or hold
derivative instruments—including, without limitation, options, futures, and swaps—in the
normal course of portfolio management to help hedge, manage, or mitigate portfolio risk,
including, without limitation, interest rate risk and equity market risk. However, using derivative
instruments to speculate or to leverage a portfolio at a much greater risk to the portfolio is
prohibited.
(i) The Talc Trust may lend securities on a short-term basis, subject to
adequate, normal, and customary collateral arrangements.
(j) Notwithstanding (a) above, the Talc Trust may acquire and hold an equity
interest in a claims resolution organization without limitation as to the size of the equity interest
acquired and held if prior to such acquisition, the Talc Trust complies with the provisions of
Section 2.2(f)(xii) hereof with respect to the acquisition.
3.3 Source of Payments.
(a) All Talc Trust expenses and payments and all liabilities with respect to
Talc Claims shall be payable solely by the Talc Trust out of the Talc Personal Injury Trust
Assets. Neither the Trustees, the Delaware Trustee, the TAC, the FCR, nor any of their officers,
employees, consultants, advisors, and agents, nor the Debtors, the Reorganized Debtors, nor any
other Protected Party, shall be liable for the payment of any Talc Trust expense or any other
liability of the Talc Trust, except to the extent explicitly provided for in (i) the Plan or, (ii) solely
with respect to the Trustees, the Delaware Trustee, the TAC, the FCR, and any of their officers,
employees, consultants, advisors, and agents, the Plan Documents.
(b) The Trustees shall include in the Annual Report a reasonably detailed
description of any payments made in accordance with this Section 3.3
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(c) The Trustees, with the consent of the TAC and the FCR, shall establish
and implement billing guidelines applicable to the Trustees, the TAC, and the FCR as well as
their respective professionals who seek compensation from the Talc Trust.
ARTICLE IV
TRUSTEES; DELAWARE TRUSTEE
4.1 Number. In addition to the Delaware Trustee appointed pursuant to Section 4.11,
there shall be three (3) Trustees who shall be those persons named on the signature pages hereof.
Upon the unanimous vote of the Trustees, with the consent of the TAC and the FCR, the number
of Trustees may be reduced to two (2) or one (1) at such time as the Trustees see fit.
4.2 Term of Service.
(a) The initial Trustees named pursuant to Section 4.1 above shall serve an
initial term of service of three-, four-, or five years from the date on the signature pages hereof.
Thereafter, each term of service shall be for five (5) years. The initial Trustees shall serve from
the Effective Date until the earliest of (i) the end of his or her term, (ii) his or her death, (iii) his
or her mandatory retirement at the end of the year in which he or she reaches the age of 70
(unless, and for so long as, this mandatory retirement requirement is waived by the agreement of
the TAC and the FCR), (iv) his or her resignation pursuant to Section 4.2(b) below, (v) his or her
removal pursuant to Section 4.2(c) below, or (vi) the termination of the Talc Trust pursuant to
Section 7.3 below.
(b) A Trustee may resign at any time by written notice to the TAC and the
FCR. Such notice shall specify a date when such resignation shall take effect, which shall not be
less than ninety (90) days after the date such notice is given, where practicable.
(c) A Trustee may be removed by the Bankruptcy Court on the motion of the
other Trustees, the TAC or the FCR, in the event that he or she becomes unable to discharge his
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or her duties hereunder due to accident, physical deterioration, mental incompetence, or for other
good cause. Good cause shall be deemed to include, without limitation, any substantial failure to
comply with the general administration provisions of Section 2.2 above, a consistent pattern of
neglect and failure to perform or participate in performing the duties of a Trustee hereunder, or
repeated non-attendance at scheduled meetings. Such removal shall take effect at such time as
the Bankruptcy Court shall determine.
4.3 Appointment of Successor Trustees.
(a) In the event of a vacancy in a Trustee position, whether by term
expiration, death, retirement, resignation, or removal, the vacancy shall be filled by the
unanimous vote of the remaining Trustees, with the consent of the TAC and FCR. In the event
that the remaining Trustees cannot agree on the successor Trustee or the TAC and FCR do not
consent, the Bankruptcy Court shall select the successor Trustee.
(b) Immediately upon the appointment of any successor Trustee, all rights,
titles, duties, powers, and authority of the predecessor Trustee hereunder shall be vested in, and
undertaken by, the successor Trustee without any further act. No successor Trustee shall be
liable personally for any act or omission of his or her predecessor Trustee. No successor Trustee
shall have any duty to investigate the acts or omissions of his or her predecessor Trustee.
(c) Each successor Trustee shall serve until the earliest of (i) the end of the
term of five (5) years for which he or she was appointed if his or her immediate predecessor
Trustee completed his or her term pursuant to Section 4.2(a) above, (ii) the end of the term of the
Trustee whom he or she replaced if his or her predecessor Trustee did not complete such term,
(iii) his or her death, (iv) his or her mandatory retirement at the end of the year in which the
Trustee reaches the age of 70 (unless, and for so long as, this mandatory retirement requirement
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is waived by the agreement of the TAC and the FCR), (v) his or her resignation pursuant to
Section 4.2(b) above, (vi) his or her removal pursuant to Section 4.2(c) above, or (vii) the
termination of the Talc Trust pursuant to Section 7.3 below.
(d) Nothing in this Trust Agreement shall prevent the reappointment of an
individual serving as a Trustee for one or more additional terms.
4.4 Liability of Trustees and Others. The Trustees, the members of the TAC, the
FCR, and each of their officers, employees, consultants, advisors, and agents shall not be liable
to the Talc Trust, to any individual holding a Talc Claim, or to any other person, except for their
own acts or omissions that constitute a bad faith violation of the implied contractual covenant of
good faith and fair dealing within the meaning of 12 Del. C. § 3806(e).
4.5 Compensation and Expenses of the Trustees.
(a) Each Trustee shall receive a retainer from the Talc Trust for his or her
service as a Trustee in the amount of [$____] per annum, paid annually. Hourly time, as
described below, shall first be billed and applied to the annual retainer. Hourly time in excess of
the annual retainer shall be paid by the Talc Trust. For all time expended as Trustees, including
attending meetings, preparing for such meetings, and working on authorized special projects, the
Trustees shall receive the sum of [$____] per hour. For all non-working travel time in
connection with Talc Trust business, the Trustees shall receive the sum of [$___] per hour. All
time shall be computed on a decimal (1/10th) hour basis. The Trustees shall record all hourly
time to be charged to the Talc Trust on a daily basis. The hourly compensation payable to the
Trustees hereunder shall be reviewed every year by the Trustees and, after consultation with the
members of the TAC and the FCR, appropriately adjusted for changes in the cost of living.
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(b) The Talc Trust will promptly reimburse the Trustees for all reasonable
out-of-pocket costs and expenses incurred by the Trustees in connection with the performance of
their duties hereunder.
(c) The Talc Trust shall include in the Annual Report a description of the
amounts paid under this Section 4.5.
4.6 Indemnification of Trustees and Others.
(a) The Talc Trust shall indemnify and defend the Trustees, the members of
the TAC, the Delaware Trustee, and the FCR in the performance of their duties hereunder to the
fullest extent that a statutory trust organized under the laws of the State of Delaware (after the
application of Section 7.11) is from time to time entitled to indemnify and defend such persons
against any and all liabilities, expenses, claims, damages, or losses incurred by them in the
performance of their duties hereunder or in connection with activities undertaken by them prior
to the Effective Date in connection with the formation, establishment, or funding of the Talc
Trust. The Talc Trust shall indemnify to the fullest extent permitted by applicable law any of the
Additional Indemnitees in the performance of their duties hereunder against any and all
liabilities, expenses, claims, damages, or losses incurred by them in the performance of their
duties hereunder or in connection with activities undertaken by them prior to the Effective Date
in connection with the formation, establishment, or funding of the Talc Trust, except for their
own acts or omissions that constitute a bad faith violation of the implied contractual covenant of
good faith and fair dealing within the meaning of 12 Del. C. § 3806(e). Notwithstanding the
foregoing, no individual shall be indemnified or defended in any way for any liability, expense,
claim, damage, or loss for which he or she is ultimately liable under Section 4.4 above.
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(b) Reasonable expenses, costs and fees (including attorneys’ fees and costs)
incurred by or on behalf of the Trustees, a member of the TAC, the Delaware Trustee, the FCR,
or an Additional Indemnitee in connection with any action, suit, or proceeding, whether civil,
administrative, or arbitrative, from which they are indemnified by the Talc Trust pursuant to
Section 4.6(a) above, shall be paid by the Talc Trust in advance of the final disposition thereof
upon receipt of an undertaking, by or on behalf of the Trustees, the member of the TAC, the
Delaware Trustee, the FCR, or the Additional Indemnitee (as applicable), to repay such amount
in the event that it shall be determined ultimately by final order that the Trustees, the member of
the TAC, the Delaware Trustee, the FCR, or the Additional Indemnitee (as applicable) is not
entitled to be indemnified by the Talc Trust.
(c) The Talc Trust must purchase and maintain reasonable amounts and types
of insurance on behalf of each individual who is or was a Trustee, a member of the TAC, the
Delaware Trustee, the FCR, or an Additional Indemnitee, including against liability asserted
against or incurred by such individual in that capacity or arising from his or her status as a
Trustee, TAC member, Delaware Trustee, FCR, or Additional Indemnitee.
(d) From and after the Effective Date, the Talc Trust shall indemnify, to the
fullest extent permitted by applicable law, each of the Debtors, the Reorganized Debtors, and the
other Protected Parties for reasonable documented out-of-pocket expenses (including, without
limitation, attorney’s fees and expenses) that occur after the Effective Date attributable to the
defense of any Talc Claim asserted against the Debtors, Reorganized Debtors, or the other
Protected Parties to the extent set forth in Section 4.12 of the Plan. Nothing provided in this
Trust Agreement or the TDP shall obligate the Trust to indemnify or pay any liabilities, fees, or
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expenses that Johnson & Johnson and/or Johnson & Johnson Consumer Inc. is obligated to pay
or indemnify.
4.7 Lien. The Trustees, members of the TAC, the FCR, and the Additional
Indemnitees shall have a first priority lien upon the Talc Personal Injury Trust Assets to secure
the payment of any amounts payable to them pursuant to Section 4.6 above or any undisputed
compensation.
4.8 Trustees’ Employment of Experts. The Trustees may, but are not required to,
retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, financial and
investment advisors, and such other parties deemed by the Trustees to be qualified as experts on
the matters submitted to them (the “Trust Professionals”) regardless of whether any such party
is affiliated with any of the Trustees in any manner (except as otherwise expressly provided in
this Trust Agreement). In the absence of a bad faith violation of the implied contractual
covenant of good faith and fair dealing within the meaning of 12 Del. C. § 3806(e), the written
opinion of or information provided by any such party deemed by the Trustees to be an expert on
the particular matter submitted to such party shall be full and complete authorization and
protection in respect of any action taken or not taken by the Trustees hereunder in good faith and
in accordance with the written opinion of or information provided by any such party.
4.9 Trustee Independence. The Trustees shall not, during the term of their service,
hold a financial interest in, act as attorney or agent for, or serve as an officer or as any other
professional for the Reorganized Debtors. Notwithstanding the foregoing, the Trustees may
serve, without any additional compensation other than the compensation to be paid by the Talc
Trust pursuant to Section 4.5(a) above, as a director of the Reorganized Debtors. The Trustees
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shall not act as an attorney, agent, or other professional for any person who holds a Talc Claim.
For the avoidance of doubt, this Section shall not be applicable to the Delaware Trustee.
4.10 No Bond. Neither the Trustees nor the Delaware Trustee shall be required to post
any bond or other form of surety or security unless otherwise ordered by the Bankruptcy Court.
4.11 Delaware Trustee.
(a) There shall at all times be a Delaware Trustee to serve in accordance with
the requirements of the Act. The Delaware Trustee shall either be (i) a natural person who is at
least 21 years of age and a resident of the State of Delaware or (ii) a legal entity that has its
principal place of business in the State of Delaware in accordance with section 3807 of the Act,
otherwise meets the requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be
eligible in accordance with the provisions of this Section 4.11, it shall resign immediately in the
manner and with the effect hereinafter specified in Section 4.11(c) below. For the avoidance of
doubt, the Delaware Trustee will only have such rights and obligations as expressly provided by
reference to the Delaware Trustee hereunder.
(b) The Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities, of the Trustees set forth
herein. The Delaware Trustee shall be one of the trustees of the Talc Trust for the sole and
limited purpose of fulfilling the requirements of section 3807 of the Act and for taking such
actions as are required to be taken by a Delaware Trustee under the Act. The duties (including
fiduciary duties), liabilities and obligations of the Delaware Trustee shall be limited to
(i) accepting legal process served on the Talc Trust in the State of Delaware and (ii) the
execution of any certificates required to be filed with the Secretary of State of the State of
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Delaware that the Delaware Trustee is required to execute under section 3811 of the Act (acting
solely at the written direction of the Trustees) and there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of the Delaware Trustee.
To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Talc Trust, the other Parties hereto or any beneficiary
of the Talc Trust, it is hereby understood and agreed by the other Parties hereto that such duties
and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set
forth in this Trust Agreement.
(c) The Delaware Trustee shall serve until such time as the Trustees remove
the Delaware Trustee or the Delaware Trustee resigns, and a successor Delaware Trustee is
appointed by the Trustees in accordance with the terms of Section 4.11(d) below. The Delaware
Trustee may resign at any time upon the giving of at least sixty (60) days’ advance written notice
to the Trustees; provided, that such resignation shall not become effective unless and until a
successor Delaware Trustee shall have been appointed by the Trustees in accordance with
Section 4.11(d) below. If the Trustees do not act within such 60-day period, the Delaware
Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a
successor Delaware Trustee.
(d) Upon the resignation or removal of the Delaware Trustee, the Trustees
shall appoint a successor Delaware Trustee by delivering a written instrument to the outgoing
Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of section
3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a
successor Delaware Trustee shall not become effective until a written acceptance of appointment
is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the
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Trustees and any undisputed fees and expenses due to the outgoing Delaware Trustee are paid.
Following compliance with the preceding sentence, the successor Delaware Trustee shall become
fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware
Trustee under this Trust Agreement, with like effect as if originally named as Delaware Trustee,
and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this
Trust Agreement.
(e) The Delaware Trustee shall neither be required nor permitted to attend
meetings relating to the Talc Trust.
(f) The Delaware Trustee shall be paid such compensation as agreed to
pursuant to a separate fee agreement.
(g) The Talc Trust will promptly reimburse the Delaware Trustee for all
reasonable out-of-pocket costs and expenses incurred by the Delaware Trustee in connection
with the performance of their duties hereunder.
(h) The Delaware Trustee shall be permitted to retain counsel only in such
circumstances as required in the exercise of its obligations hereunder, and compliance with the
advice of such counsel shall be full and complete authorization and protection for actions taken
or not taken by the Delaware Trustee in good faith in compliance with such advice.
ARTICLE V
TRUST ADVISORY COMMITTEE
5.1 Members. The original TAC shall consist of the eleven (11) members who were
appointed to serve as members of the Tort Claimants’ Committee. To the extent that a member
of the TAC elects to resign from the TAC in accordance with Section 5.3(b) below or is removed
pursuant to Section 5.3(c) below, that member shall not be replaced; provided, however, that: (i)
this Section 5.1 shall not prevent the appointment of a successor pursuant to Section 5.4(a); and
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(ii) notwithstanding anything contained herein, the membership in the TAC shall not be less than
five (5) members.
5.2 Duties. The members of the TAC shall serve in a fiduciary capacity, representing
the interests of all holders of present Talc Claims. The TAC shall have no fiduciary obligations
or duties to any party other than the holders of present Talc Claims. The Trustees must consult
with the TAC on matters identified in Section 2.2(e) above and in other provisions herein and
must obtain the consent of the TAC on matters identified in Section 2.2(f) above. Where
provided in the TDP, certain other actions by the Trustees are also subject to the consent of the
TAC. Except for the duties and obligations expressed in this Trust Agreement and the
documents referenced herein (including the TDP), there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of the TAC. To the
extent that, at law or in equity, the TAC has duties (including fiduciary duties) and liabilities
relating thereto to the Talc Trust, the other Parties hereto or any beneficiary of the Talc Trust, it
is hereby understood and agreed by the other Parties hereto that such duties and liabilities are
replaced by the duties and liabilities of the TAC expressly set forth in this Trust Agreement and
the documents referenced herein (including the TDP, the Plan and the Confirmation Order).
5.3 Term of Office.
(a) The initial members of the TAC appointed in accordance with Section 5.1
above shall serve the staggered three-, four-, or five-year terms shown on the signature pages
hereof. Thereafter, each term of office shall be five (5) years. Each member of the TAC shall
serve until the earlier of (i) his or her death, (ii) his or her resignation pursuant to Section 5.3(b)
below, (iii) his or her removal pursuant to Section 5.3(c) below, (iv) the end of his or her term as
provided above, or (v) the termination of the Talc Trust pursuant to Section 7.3 below.
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(b) A member of the TAC may resign at any time by written notice to the
other members of the TAC, the Trustees, and the FCR. Such notice shall specify a date when
such resignation shall take effect, which shall not be less than ninety (90) days after the date such
notice is given, where practicable.
(c) A member of the TAC may be removed in the event that he or she
becomes unable to discharge his or her duties hereunder due to accident, physical deterioration,
mental incompetence, or a consistent pattern of neglect and failure to perform or to participate in
performing the duties of such member hereunder, such as repeated non-attendance at scheduled
meetings, or for other good cause. Such removal may be made by the Bankruptcy Court on the
motion of the remaining members of the TAC, the Talc Trust, or the FCR.
5.4 Appointment of Successors.
(a) If, prior to the termination of service of a member of the TAC other than
as a result of removal, he or she has designated in writing an individual to succeed him or her as
a member of the TAC, such individual shall be his or her successor. If such member of the TAC
did not designate an individual to succeed him or her prior to the termination of his or her service
as contemplated above, such member’s law firm may designate his or her successor. If: (i) a
member of the TAC did not designate an individual to succeed him or her prior to the
termination of his or her service and such member’s law firm does not designate his or her
successor as contemplated above or (ii) a member is removed pursuant to Section 5.3(c) above,
no successor will be appointed unless absent such appointment, the membership of the TAC
would be reduced to a number less than five (5). If, absent appointment of a successor, the TAC
will not have of at least five (5) members, the successor shall be appointed by a majority of the
remaining members of the TAC and if such members cannot agree on a successor, the
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Bankruptcy Court. Nothing in this Trust Agreement shall prevent the reappointment of an
individual serving as a member of the TAC for an additional term, and there shall be no limit on
the number of terms that a TAC member may serve.
(b) Each successor TAC member shall serve until the earlier of (i) the end of
the full term for which he or she was appointed, (ii) the end of the term of the member of the
TAC whom he or she replaced if his or her predecessor member did not complete such term,
(iii) his or her death, (iv) his or her resignation pursuant to Section 5.3(b) above, (v) his or her
removal pursuant to Section 5.3(c) above, or (vi) the termination of the Talc Trust pursuant to
Section 7.3 below.
(c) No successor TAC member shall be liable personally for any act or
omission of his or her predecessor TAC member. No successor TAC member shall have any
duty to investigate the acts or omissions of his or her predecessor TAC member. No TAC
member shall be required to post any bond or other form of surety or security unless otherwise
ordered by the Bankruptcy Court.
5.5 TAC’s Employment of Professionals.
(a) The TAC may, but is not required to, retain and/or consult counsel,
accountants, appraisers, auditors, forecasters, experts, financial and investment advisors, and
such other parties deemed by the TAC to be qualified as experts on the matters submitted to
them (the “TAC Professionals”). The TAC and the TAC Professionals shall at all times have
complete access to the Talc Trust’s officers, employees, and agents, as well as to the Trust
Professionals, and shall also have complete access to all non-privileged information generated by
them or otherwise available to the Talc Trust or the Trustees. In the absence of a bad faith
violation of the implied contractual covenant of good faith and fair dealing within the meaning of
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12 Del. C. § 3806(e), the written opinion of or information provided by any TAC Professional or
Trust Professional deemed by the TAC to be an expert on the particular matter submitted to such
party shall be full and complete authorization and protection in respect of any action taken or not
taken by the TAC in good faith and in accordance with the written opinion of or information
provided by the TAC Professional or Trust Professional.
(b) The Talc Trust shall promptly reimburse, or pay directly if so instructed,
the TAC for all reasonable fees and costs associated with the TAC’s employment of legal
counsel and forecasters (including estimation consultants and experts) pursuant to this provision
in connection with the TAC’s performance of its duties hereunder. The Talc Trust shall also
promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs
associated with the TAC’s employment of any other TAC Professional pursuant to this provision
in connection with the TAC’s performance of its duties hereunder; provided, however, that (i) the
TAC has first submitted to the Talc Trust a written request for such reimbursement setting forth
(A) the reasons why the TAC desires to employ such TAC Professional, and (B) the basis upon
which the TAC seeks advice independent of the Trust Professionals to meet the need of the TAC
for such expertise or advice, and (ii) the Talc Trust has approved the TAC’s request for
reimbursement in writing, which approval must not be unreasonably withheld, delayed, or
denied. If the Talc Trust agrees to pay for the TAC Professional, such reimbursement shall be
treated as a Talc Trust expense. If the Talc Trust declines to pay for the TAC Professional, it
must set forth its reasons in writing. If the TAC still desires to employ the TAC Professional at
the Talc Trust’s expense, the TAC and/or the Trustees shall resolve the dispute pursuant to
Section 7.13 below.
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(c) In the event that the TAC retains counsel in connection with any matter
whether or not related to any claim that has been or might be asserted against the TAC and
irrespective of whether the Talc Trust pays such counsel’s fees and related expenses, any
communications between the TAC and such counsel shall be deemed to be within the attorney-
client privilege and protected by section 3333 of Title 12 of the Delaware Code, regardless of
whether such communications are related to any claim that has been or might be asserted by or
against the TAC and regardless of whether the Talc Trust pays such counsel’s fees and related
expenses.
5.6 Compensation and Expenses of the TAC. The members of the TAC shall not:
(i) receive compensation from the Talc Trust for their services as TAC members; or (ii) receive
reimbursement for any out-of-pocket costs or expenses incurred in connection with the
performance of such member’s duties hereunder notwithstanding the reasonableness of such cost
or expense.
ARTICLE VI
THE FCR
6.1 Duties. The initial FCR shall be the individual identified on the signature pages
hereof. He or she shall serve in a fiduciary capacity, representing the interests of the holders of
future Talc Claims for the purpose of protecting the rights of such persons. The FCR shall have
no fiduciary obligations or duties to any party other than holders of future Talc Claims. The
Trustees must consult with the FCR on matters identified in Section 2.2(e) above and in other
provisions herein and must obtain the consent of the FCR on matters identified in Section 2.2(f)
above. Where provided in the TDP, certain other actions by the Trustees are also subject to the
consent of the FCR. Except for the duties and obligations expressed in this Trust Agreement and
the documents referenced herein (including the TDP), there shall be no other duties (including
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fiduciary duties) or obligations, express or implied, at law or in equity, of the FCR. To the extent
that, at law or in equity, the FCR has duties (including fiduciary duties) and liabilities relating
thereto to the Talc Trust, the other Parties hereto or any beneficiary of the Talc Trust, it is hereby
understood and agreed by the other Parties hereto that such duties and liabilities are replaced by
the duties and liabilities of the FCR expressly set forth in this Trust Agreement and the
documents referenced herein (including the TDP, the Plan and the Confirmation Order).
6.2 Term of Office.
(a) The FCR shall serve until the earlier of (i) his or her death, (ii) his or her
resignation pursuant to Section 6.2(b) below, (iii) his or her removal pursuant to Section 6.2(c)
below, or (iv) the termination of the Talc Trust pursuant to Section 7.3 below.
(b) The FCR may resign at any time by written notice to the Trustees and the
TAC. Such notice shall specify a date when such resignation shall take effect, which shall not be
less than ninety (90) days after the date such notice is given, where practicable.
(c) The FCR may be removed in the event that he or she becomes unable to
discharge his or her duties hereunder due to accident, physical deterioration, mental
incompetence, or a consistent pattern of neglect and failure to perform or to participate in
performing the duties hereunder, such as repeated non-attendance at scheduled meetings, or for
other good cause. Such removal may be made upon a unanimous vote of the Trustees and
consent of the TAC, or by the Bankruptcy Court on the motion of the Talc Trust, or the TAC.
6.3 Appointment of Successor.
(a) A vacancy caused by resignation or death shall be filled with an individual
nominated by the former FCR prior to the effective date of the resignation or death. A vacancy
caused by removal of the FCR based on inability of the FCR to discharge his or her duties due to
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accident, physical deterioration, or mental incompetence shall be filled with an individual
nominated by the FCR prior to the inability. In the event a nominee has not been pre-selected,
the successor shall be chosen by the Trustees in consultation with the TAC. A vacancy caused
by removal of the FCR for other reasons shall be filled by a successor selected by the Trustees in
consultation with the TAC.
(b) No successor FCR shall be liable personally for any act or omission of his
or her predecessor. No successor FCR shall have any duty to investigate the acts or omissions of
his or her predecessor. No FCR shall be required to post any bond or other form of surety or
security unless otherwise ordered by the Bankruptcy Court.
6.4 FCR’s Employment of Professionals.
(a) The FCR may, but is not required to, retain and/or consult counsel,
accountants, appraisers, auditors, forecasters, experts, financial and investment advisors, and
such other parties deemed by the FCR to be qualified as experts on the matters submitted to them
(the “FCR Professionals”). The FCR and the FCR Professionals shall at all times have
complete access to the Talc Trust’s officers, employees, and agents, as well as to the Trust
Professionals, and shall also have complete access to all non-privileged information generated by
them or otherwise available to the Talc Trust or the Trustees. In the absence of a bad faith
violation of the implied contractual covenant of good faith and fair dealing within the meaning of
12 Del. C. § 3806(e), the written opinion of or information provided by any FCR Professional or
Trust Professional deemed by the FCR to be an expert on the particular matter submitted to such
party shall be full and complete authorization and protection in respect of any action taken or not
taken by the FCR in good faith and in accordance with the written opinion of or information
provided by the FCR Professional or Trust Professional.
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(b) The Talc Trust shall promptly reimburse, or pay directly if so instructed,
the FCR for all reasonable fees and costs associated with the FCR’s employment of legal counsel
and forecasters (including estimation consultants and experts) pursuant to this provision in
connection with the FCR’s performance of his or her duties hereunder. The Talc Trust shall also
promptly reimburse, or pay directly if so instructed, the FCR for all reasonable fees and costs
associated with the FCR’s employment of any other FCR Professionals pursuant to this provision
in connection with the FCR’s performance of his or her duties hereunder; provided, however,
that (i) the FCR has first submitted to the Talc Trust a written request for such reimbursement
setting forth (A) the reasons why the FCR desires to employ such FCR Professional, and (B) the
basis upon which the FCR seeks advice independent of the Trust Professionals to meet the need
of the FCR for such expertise or advice, and (ii) the Talc Trust has approved the FCR’s request
for reimbursement in writing, which approval must not be unreasonably withheld, delayed, or
denied. If the Talc Trust agrees to pay for the FCR Professional, such reimbursement shall be
treated as a Talc Trust expense. If the Talc Trust declines to pay for the FCR Professional, it
must set forth its reasons in writing. If the FCR still desires to employ the FCR Professional at
the Talc Trust’s expense, the FCR and/or the Trustees shall resolve the dispute pursuant to
Section 7.13 below.
(c) In the event that the FCR retains counsel in connection with any matter
whether or not related to any claim that has been or might be asserted against the FCR and
irrespective of whether the Talc Trust pays such counsel’s fees and related expenses, any
communications between the FCR and such counsel shall be deemed to be within the attorney-
client privilege and protected by section 3333 of Title 12 of the Delaware Code, regardless of
whether such communications are related to any claim that has been or might be asserted by or
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against the FCR and regardless of whether the Talc Trust pays such counsel’s fees and related
expenses.
6.5 Compensation and Expenses of the FCR. The FCR shall receive compensation
from the Talc Trust in the form of payment at the FCR’s normal hourly rate for services
performed, as such may be adjusted from time to time. The Talc Trust will promptly reimburse
the FCR for all reasonable out-of-pocket costs and expenses incurred by the FCR in connection
with the performance of his or her duties hereunder. Such reimbursement or direct payment shall
be deemed a Talc Trust expense. The Talc Trust shall include a description of the amounts paid
under this Section 6.5 in the Annual Report to be filed with the Bankruptcy Court and provided
to the FCR and the TAC pursuant to Section 2.2(c)(i).
ARTICLE VII
GENERAL PROVISIONS
7.1 Procedures for Consulting with or Obtaining Consent of the TAC and FCR.
(a) Consultation Process.
(i) In the event the Trustees are required to consult with the TAC and
FCR pursuant to Section 2.2(e) above, the TDP, the Plan, or otherwise, the Trustees shall provide
the TAC and FCR with written advance notice of the matter under consideration, and with all
relevant information concerning the matter as is reasonably practicable under the circumstances.
The Trustees shall also provide the TAC and FCR with such reasonable access to the Trust
Professionals and other experts retained by the Talc Trust and its staff (if any) as the TAC and
FCR may reasonably request during the time that the Trustees are considering such matter, and
shall also provide the TAC and FCR the opportunity, at reasonable times and for reasonable
periods of time, to discuss and comment on such matter with the Trustees.
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(ii) In determining when to take definitive action on any matter subject
to the consultation process set forth in this Section 7.1(a), the Trustees shall take into
consideration the time required for the TAC and FCR, if they so wish, to engage and consult
with their own independent financial or investment advisors as to such matter. In any event, the
Trustees shall not take definitive action on any such matter until at least thirty (30) days after
providing the TAC and FCR with the initial written notice that such matter is under
consideration by the Trustees, unless such period is waived by the TAC and FCR.
(b) Consent Process.
(i) In the event the Trustees are required to obtain the consent of the
TAC and FCR pursuant to Section 2.2(f) above, the TDP, the Plan, or otherwise, the Trustees
shall provide the TAC and FCR with a written notice stating that their consent is being sought
pursuant to that provision, describing in detail the nature and scope of the action the Trustees
propose to take, and explaining in detail the reasons why the Trustees desire to take such action.
The Trustees shall provide the TAC and FCR as much relevant additional information
concerning the proposed action as is reasonably practicable under the circumstances. The
Trustees shall also provide the TAC and FCR with such reasonable access to the Trust
Professionals and other experts retained by the Talc Trust and its staff (if any) as the TAC and
FCR may reasonably request during the time that the Trustees are considering such action, and
shall also provide the TAC and FCR the opportunity, at reasonable times and for reasonable
periods of time, to discuss and comment on such action with the Trustees.
(ii) The TAC and FCR must consider in good faith and in a timely
fashion any request for their consent by the Trustees and must in any event advise the Trustees in
writing of their consent or objection to the proposed action within thirty (30) days of receiving
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the original request for consent from the Trustees, or within such additional time as the Trustees
and TAC and FCR may agree. The TAC and FCR may not withhold their consent unreasonably.
If the TAC or FCR decides to withhold consent, they must explain in detail their objections to
the proposed action. If either the TAC or the FCR does not advise the Trustees in writing of its
consent or objections to the proposed action within thirty (30) days of receiving notice regarding
such request (or any additional time period agreed to by the Trustees), then consent of the TAC
or the FCR (as applicable) to the proposed action shall be deemed to have been affirmatively
granted.
(iii) If, after following the procedures specified in this Section 7.1(b),
the TAC or FCR continues to object to the proposed action and to withhold its consent to the
proposed action, the Trustees and the TAC or FCR shall resolve their dispute pursuant to Section
7.13. The TAC or FCR (as applicable) shall bear the burden of proving that it reasonably
withheld its consent. If the TAC or FCR (as applicable) meets that burden, the Talc Trust shall
then bear the burden of showing why it should be permitted to take the proposed action
notwithstanding the TAC or the FCR’s reasonable objection.
7.2 Irrevocability. To the fullest extent permitted by applicable law, the Talc Trust
is irrevocable.
7.3 Term; Termination.
(a) The term for which the Talc Trust is to exist shall commence on the date
of the filing of the Certificate of Trust and shall terminate pursuant to the provisions of Section
7.3 (b) - (d) below.
(b) The Talc Trust shall automatically dissolve on the date (the “Dissolution
Date”) ninety (90) days after the first occurrence of any of the following events:
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(i) the date on which the Trustees decide, with the consent of the TAC
and the FCR, to dissolve the Talc Trust because (A) the Trustees deem it unlikely that new Talc
Claims will be filed against the Talc Trust, (B) all Talc Claims duly filed with the Talc Trust
have been liquidated and paid or otherwise resolved, and (C) twelve (12) consecutive months
have elapsed during which no new Talc Claim has been filed with the Talc Trust; or
(ii) if the Trustees, with the consent of the TAC and the FCR, have
procured and have in place irrevocable insurance policies and have established claims handling
agreements and other necessary arrangements with suitable third parties adequate to discharge all
expected remaining obligations and expenses of the Talc Trust in a manner consistent with this
Trust Agreement and the TDP, the date on which the Bankruptcy Court enters an order
approving such insurance and other arrangements and such order becomes a Final Order; or
(iii) subject to the periods provided herein, the Talc Trust shall be
perpetual to the fullest extent permitted by Delaware law, provided however to the extent that
any property of the Talc Trust is subject to any rule against perpetuities then applicable to the
Talc Trust, then the Talc Trust shall terminate as to such property only on the date on which
twenty-one (21) years less ninety-one (91) days pass after the death of the last survivor of all of
the descendants of the late Joseph P. Kennedy, Sr., father of the late President John F. Kennedy,
living on the date hereof, or such other permissible last day of the perpetuities period.
(c) On the Dissolution Date (or as soon thereafter as is reasonably
practicable), after the wind-up of the Talc Trust’s affairs by the Trustees and payment of all the
Talc Trust’s liabilities have been provided for as required by applicable law including section
3808 of the Act, all monies remaining in the Talc Trust shall be given to charitable
organization(s) exempt from federal income tax under section 501(c)(3) of the Internal Revenue
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Code, which tax-exempt organization(s) shall be selected by the Trustees using their reasonable
discretion; provided, however, that (i) if practicable, the activities of the selected tax-exempt
organization(s) shall be related to the treatment of, research on the cure of, or other relief for
individuals suffering from talc-related disorders, and (ii) the tax-exempt organization(s) shall not
bear any relationship to the Reorganized Debtors within the meaning of section 468B(d)(3) of
the Internal Revenue Code. Notwithstanding any contrary provision of the Plan and related
documents, this Section 7.3(c) cannot be modified or amended.
(d) Following the dissolution and distribution of the assets of the Talc Trust,
the Talc Trust shall terminate and the Trustees and the Delaware Trustee (acting solely at the
written direction of the Trustees) shall execute and cause a Certificate of Cancellation of the
Certificate of Trust of the Talc Trust to be filed in accordance with the Act. Notwithstanding
anything to the contrary contained in this Trust Agreement, the existence of the Talc Trust as a
separate legal entity shall continue until the filing of such Certificate of Cancellation.
7.4 Amendments. The Trustees, after consultation with the TAC and the FCR, and
subject to the unanimous consent of the TAC and the FCR, may modify or amend this Trust
Agreement (except with respect to Section 7.3(c), which by its own terms is expressly not
subject to modification or amendment). The Trustees, after consultation with the TAC and the
FCR, and subject to the consent of the TAC and the FCR, may modify or amend the TDP;
provided, however, that no amendment to the TDP shall be inconsistent with the provisions
limiting amendments to that document provided therein, and in particular the provisions limiting
amendment of the Payment Percentage set forth in Section 4.2 of the TDP. Any modification or
amendment made pursuant to this Section must be done in writing. Notwithstanding anything
contained in this Trust Agreement or the TDP to the contrary, neither this Trust Agreement, the
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TDP, nor any document annexed to the foregoing shall be modified or amended in any way that
could jeopardize, impair, or modify (i) the applicability of section 524(g) and section 105 of the
Bankruptcy Code to the Plan, the Confirmation Order, or the Talc Trust, (ii) the efficacy or
enforceability of the Injunctions or any other injunction or release issued or granted in
connection with the Plan, (iii) the Talc Trust’s Qualified Settlement Fund status under the QSF
Regulations, or (iv) except with the written advance consent of the Reorganized Debtors and the
Imerys Plan Proponents, the scope and the terms of the releases and injunctions included in
Article XII of the Plan. Any amendment affecting the rights, duties, immunities or liabilities of
the Delaware Trustee shall require the Delaware Trustee’s written consent.
7.5 Severability. Should any provision in this Trust Agreement be determined to be
unenforceable, such determination shall in no way limit or affect the enforceability and operative
effect of any and all other provisions of this Trust Agreement.
7.6 Notices.
(a) Notices to persons asserting claims shall be given by first class mail,
postage prepaid, at the address of such person, or, where applicable, such person’s
representative, in each case as provided on such person’s claim form submitted to the Talc Trust
in accordance with the TDP with respect to his or her Talc Claim, or by such other means,
including electronic notice, as may be agreed between the Talc Trust and the TAC.
(b) Any notices or other communications required or permitted hereunder to
the following Parties shall be in writing and delivered to the addresses or e-mail addresses
designated below, or to such other addresses or e-mail addresses as may hereafter be furnished in
writing to each of the other Parties listed below in compliance with the terms hereof.
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To the Talc Trust through the Trustees:
Ivory America Personal Injury Trust

c/o
[__________]
With a copy to:
[__________]
To the Delaware Trustee;
[__________]
To the TAC:
[__________]
To the FCR:
[__________]
With a copy to:
[__________]
To the Reorganized Debtors:
[__________]
With a copy to:
[__________]
(c) All such notices and communications if mailed shall be effective when
physically delivered at the designated addresses or, if electronically transmitted, when the
communication is received at the designated addresses and confirmed by the recipient by return
transmission.
7.7 Successors and Assigns. The provisions of this Trust Agreement shall be
binding upon and inure to the benefit of the Debtors, the Talc Trust, the FCR, the TAC, the
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Trustees, and the Reorganized Debtors, and their respective successors and assigns, except that
neither the Debtors, the Talc Trust, the FCR, the TAC, the Trustees, nor the Reorganized Debtors
may assign or otherwise transfer any of their rights or obligations, if any, under this Trust
Agreement except in the case of the Trustees in accordance with Section 4.3 above, the TAC
members in accordance with Section 5.4 above, and the FCR in accordance to Section 6.3 above.
7.8 Limitation on Claim Interests for Securities Laws Purposes. Talc Claims, and
any interests therein, (a) shall not be assigned, conveyed, hypothecated, pledged, or otherwise
transferred, voluntarily or involuntarily, directly or indirectly, except by will or under the laws of
descent and distribution; (b) shall not be evidenced by a certificate or other instrument; (c) shall
not possess any voting rights; and (d) shall not be entitled to receive any dividends or interest;
provided, however, that clause (a) of this Section 7.8 shall not apply to the holder of a claim that
is subrogated to a Talc Claim as a result of its resolution of such Talc Claim.
7.9 Entire Agreement; No Waiver. The entire agreement of the Parties relating to
the subject matter of this Trust Agreement is contained herein, and in the documents referred to
herein (including the Plan), and this Trust Agreement and such documents supersede any prior
oral or written agreements concerning the subject matter hereof. No failure to exercise or delay
in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power, or privilege hereunder preclude any further
exercise thereof or of any other right, power, or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of rights under law or in equity.
7.10 Headings. The headings used in this Trust Agreement are inserted for
convenience only and do not constitute a portion of this Trust Agreement, nor in any manner
affect the construction of the provisions of this Trust Agreement.
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7.11 Governing Law. The validity and construction of this Trust Agreement and all
amendments hereto and thereto shall be governed by the laws of the State of Delaware, and the
rights of all Parties hereto and the effect of every provision hereof shall be subject to and
construed according to the laws of the State of Delaware without regard to the conflicts of law
provisions thereof that would purport to apply the law of any other jurisdiction; provided,
however, that the Parties hereto intend that the provisions hereof shall control and there shall not
be applicable to the Talc Trust, the Trustees, the Delaware Trustee, the TAC, the FCR, or this
Trust Agreement, any provision of the laws (statutory or common) of the State of Delaware
pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof:
(a) the filing with any court or governmental body or agency of Trustees accounts or schedules
of Trustees fees and charges; (b) affirmative requirements to post bonds for the Trustees,
officers, agents, or employees of a trust; (c) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding, or disposition of real or personal
property; (d) fees or other sums payable to the Trustees, officers, agents, or employees of a trust;
(e) the allocation of receipts and expenditures to income or principal; (f) restrictions or
limitations on the permissible nature, amount, or concentration of trust investments or
requirements relating to the titling, storage, or other manner of holding of trust assets; (g) the
existence of rights or interests (beneficial or otherwise) in trust assets; (h) the ability of beneficial
owners or other persons to terminate or dissolve a trust; or (i) the establishment of fiduciary or
other standards or responsibilities or limitations on the acts or powers of the Trustees or
beneficial owners that are inconsistent with the limitations on liability or authorities and powers
of Trustees, the Delaware Trustee, the TAC, or the FCR set forth or referenced in this Trust
Agreement. Section 3540 of the Act shall not apply to the Talc Trust.
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7.12 Settlors’ Representative and Cooperation. The Debtors are hereby irrevocably
designated as the Settlors and are hereby authorized to take any action required of the Settlors by
the Trustees in connection with the Trust Agreement. The Reorganized Debtors agree to
cooperate in implementing the goals and objectives of this Trust Agreement at the sole expense
of the Talc Trust.
7.13 Dispute Resolution. Any disputes that arise under this Trust Agreement or under
the TDP among the Parties hereto shall be resolved by submission of the matter to an alternative
dispute resolution (“ADR”) process mutually agreeable to the Parties involved. Should any
Party to the ADR process be dissatisfied with the decision of the arbitrator(s), that Party may
apply to the Bankruptcy Court for a judicial determination of the matter. Any review conducted
by the Bankruptcy Court shall be de novo. In any case, if the dispute arose pursuant to the
consent provision set forth in Section 7.1, the Party or Parties who withheld consent shall bear
the burden of proving that it reasonably withheld its consent. If the objecting Party meets that
burden, the Talc Trust shall then bear the burden of showing why it should be permitted to take
the proposed action notwithstanding the reasonable objection. Should the dispute not be
resolved by the ADR process within thirty (30) days after submission, the Parties are relieved of
the requirement to pursue ADR prior to application to the Bankruptcy Court. If the Trustees
determine that the matter in dispute is exigent and cannot await the completion of the ADR
process, the Trustees shall have the discretion to elect out of the ADR process altogether or at
any stage of the process and seek resolution of the dispute in the Bankruptcy Court.
7.14 Enforcement and Administration. The provisions of this Trust Agreement and
the TDP shall be enforced by the Bankruptcy Court pursuant to the Plan and the Confirmation
Order. The Parties hereby acknowledge and agree that the Bankruptcy Court shall have
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continuing exclusive jurisdiction over the settlement of the accounts of the Trustees and over any
disputes that arise under this Trust Agreement or the TDP and are not resolved by alternative
dispute resolution in accordance with Section 7.13 above.
7.15 Effectiveness. This Trust Agreement shall not become effective until the
Effective Date of the Plan and it has been executed and delivered by all the Parties hereto.
7.16 Counterpart Signatures. This Trust Agreement may be executed in any number
of counterparts and by different Parties on separate counterparts (including by PDF transmitted
by e-mail), and each such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Trust Agreement this_____ day
of ________________, 2021.
SETTLORS:
IMERYS TALC AMERICA, INC. IMERYS TALC VERMONT, INC.
By:_____________________________ By:_____________________________
IMERYS TALC CANADA INC.
By:_____________________________
OFFICIAL COMMITTEE OF TORT CLAIMANTS
By:
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TRUSTEES DELAWARE TRUSTEE

[________]
By:
Name: Name:
Expiration Date of Initial Term: Title:
anniversary of the date of this Trust Agreement
Name:
Expiration Date of Initial Term:
Name:
Expiration Date of Initial Term:
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TRUST ADVISORY COMMITTEE
Firm: Ashcraft & Gerel LLP Firm: Gori Julian & Assocs., P.C.
Name: Michelle A. Parfitt Name: Wendy M. Julian
Initial Term of ____(_) years Initial Term of ____(_) years
Firm: Barnes Law Group

Name: John R. Bevis Firm: The Lanier Law Firm
Initial Term of ____(_) years Name: Maura Kolb
Initial Term of ____(_) years
Firm: Baron & Budd P.C.

Name: Steve Baron Firm: Levy Konigsberg LLP
Initial Term of ____(_) years Name: Audrey Raphael
Firm: Beasley Allen Crow Methvin Portis

& Miles P.C. Firm: OnderLaw, LLC
Name: Ted G. Meadows Name: James G. Onder
Initial Term of ____(_) years Initial Term of ____(_) years
Firm: Burns Charest LLP

Name: Amanda Klevorn Firm: Simon Greenstone Panatier, P.C.
Initial Term of ____(_) years Name: Leah Kagan
Firm: Cohen Placitella Roth PC

Name: Christopher Placitella
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FCR
Firm: Young Conaway Stargatt & Taylor LLP

Name: Sharon M. Zieg
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Exhibit 1
Certificate of Trust
(TO COME)
20877240v15
EXHIBIT C
Rio Tinto / Zurich Settlement Agreement

SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into by and between
Imerys Talc America, Inc. (“ITA”), Imerys Talc Vermont, Inc. (“ITV”), Imerys Talc Canada,
Inc. (“ITC”), and, to the extent it becomes a debtor in the Chapter 11 Cases, Imerys Talc Italy
S.p.A. (“ITI”) (collectively, the “Debtors”), on behalf of themselves and their Estates, on the one
hand, and Rio Tinto America Inc. (“Rio Tinto”), Three Crowns Insurance Company, formerly
known as Three Crowns Insurance Company Limited (“TCI”), Metals & Minerals Insurance
Company Pte. Ltd. (“MMI”), and Falcon Insurance Ltd. (“Falcon,” and together with TCI and
MMI, the “Rio Tinto Captive Insurers”) (Rio Tinto and the Rio Tinto Captive Insurers,
collectively, the “Rio Tinto Settling Parties”), and Zurich American Insurance Company, in its
own capacity and as successor-in-interest to Zurich Insurance Company, U.S. Branch (“Zurich”),
on the other hand. The Rio Tinto Settling Parties and Zurich are referred to collectively as the
“Insurer Parties” and, together with the Debtors, as the “Parties.” Capitalized terms appearing in
this Agreement that are not defined in this prefatory paragraph have the meanings set out in Section
1, Additional Definitions, below.
RECITALS
WHEREAS, ITA, ITV, ITC, and ITI were formerly owned by various corporate entities
affiliated with Rio Tinto (under the names Luzenac America, Inc., Windsor Minerals, Inc.,
Luzenac, Inc., and Luzenac Val Chisone S.p.A., respectively) and were sold pursuant to a stock
purchase agreement with Mircal S.A., a subsidiary of Imerys S.A., in 2011; and
WHEREAS, numerous Talc Personal Injury Claims have been brought against one or
more of the Debtors seeking damages and other relief for injury allegedly caused by exposure to
1
talc, and the Debtors expect that such Talc Personal Injury Claims will continue to be made in the
future; and
WHEREAS, before the 2011 sale, Zurich and other Zurich Corporate Parties issued the
Zurich Policies, liability insurance policies that included Luzenac America, Inc., Windsor
Minerals, Inc., and/or Luzenac, Inc. as insureds; and
WHEREAS, before the 2011 sale, the Rio Tinto Captive Insurers issued the Rio Tinto
Captive Insurer Policies, liability insurance policies that included Luzenac America Inc.,
Windsor Minerals, Inc., Luzenac, Inc., and/or Luzenac Val Chisone, S.p.A. as insureds; and
WHEREAS, disputes have arisen as to the existence and scope of any obligation of the
Zurich Corporate Parties and the Rio Tinto Captive Insurers to provide coverage for Talc
Personal Injury Claims under the Zurich Policies and Rio Tinto Captive Insurer Policies,
respectively; and
WHEREAS, on February 13, 2019, ITA, ITV, and ITC filed voluntary petitions for relief
with the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, commencing their
respective Chapter 11 Cases; and
WHEREAS, on January 20, 2021, ITA, ITV, and ITC filed with the Bankruptcy Court
the Seventh Amended Plan, under which ITI will file its own Chapter 11 Case if the Seventh
Amended Plan is accepted by the requisite percentages of holders of Talc Personal Injury Claims;
and
WHEREAS, the Debtors, on the one hand, and the Insurer Parties, on the other hand, wish
to fully and finally resolve their disputes, and to provide for the other consideration, promises,
releases, and covenants set forth in this Agreement; and
2
WHEREAS, as part of the compromise and resolution of the Parties’ disputes, the
Debtors have agreed to sell, and Zurich and the Rio Tinto Settling Parties have agreed to
purchase, any and all of the Debtors’ rights and interests in the Zurich Policies and the Rio Tinto
Captive Insurer Policies, respectively, pursuant to Section 363 of the Bankruptcy Code, subject
to the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the foregoing, and in consideration of the other
mutual considerations, promises, releases, and covenants set forth below, the sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
1. ADDITIONAL DEFINITIONS
The following additional definitions apply to this Agreement. The singular form of a word
includes the plural and vice versa; the disjunctive “or” is not exclusive and thus includes the
conjunctive “and”; all pronouns apply to the male, female, and neutral genders; the word “any”
includes the word “all” and vice versa; the words “includes” and “including” are without
limitation; and the past tense of a word includes the present tense and vice versa.
1.1. “Affirmation Order” shall have the meaning set forth in the Plan.
1.2. “Agreement Effective Date” shall have the meaning set forth in Section 2 of this
Agreement.
1.3. “Bankruptcy Code” shall have the meaning set forth in the Plan.
1.4. “Bankruptcy Court” shall have the meaning set forth in the Plan.
1.5. “Bankruptcy Rules” shall have the meaning set forth in the Plan.
1.6. “Business Day” shall have the meaning set forth in the Plan.
1.7. “Cash” shall have the meaning set forth in the Plan.
1.8. “Channeling Injunction” shall have the meaning set forth in the Plan.
3
1.9. “Chapter 11 Cases” shall have the meaning set forth in the Plan.
1.10. “Claim,” when capitalized, shall have the meaning set forth in the Plan.
1.11. “Confirmation Date” shall have the meaning set forth in the Plan.
1.12. “Confirmation Order” shall have the meaning set forth in the Plan.
1.13. “Consenting Entities” means the Tort Claimants’ Committee and the FCR.
1.14. “Contribution Claim” means any claim by any insurer against any Rio Tinto
Protected Party or Zurich Protected Party asserting any right, whether legal, equitable,
contractual, or otherwise, of contribution, indemnity, reimbursement, subrogation, or other
similar claim directly or indirectly arising out of or in any way relating to such insurer’s payment
of loss on behalf of one or more of the Debtors in connection with any Talc Personal Injury
Claim.
1.15. “Coverage In Place Agreement” means the Settlement and Coverage In Place
Agreement (and any amendments thereto) executed by ITA, Zurich, and Rio Tinto and certain
of its affiliates in May 2014.
1.16. “Credits” shall have the meaning set forth in the Plan and in Section 4.3.1 of this
Agreement.
1.17. “Debtor Released Claims” shall have the meaning set forth in Section 6.2 of this
Agreement.
1.18. “Direct Action Claim” means any claim by a Person against any Zurich Protected
Party or any Rio Tinto Protected Party on account of, based upon, directly or indirectly arising
from, or in any way relating to any alleged right or interest of the Debtors, or any of them, in any
Zurich Policy or any Rio Tinto Captive Insurer Policy, whether arising by contract, in tort, or under
4
the laws of any jurisdiction, including any statute that gives a third party a direct cause of action
against any Zurich Protected Party or any Rio Tinto Protected Party.
1.19. “Disclosure Statement” means the Disclosure Statement for Seventh Amended
Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates
Under Chapter 11 of the Bankruptcy Code, dated January 20, 2021 (ECF No. 2810), or any
subsequently filed disclosure statement relating to the Plan, approved by the Bankruptcy Court
as containing adequate information, and distributed in accordance with such order of approval,
as such disclosure statement may be amended, modified, or supplemented from time to time.
1.20. “District Court” shall have the meaning set forth in the Plan.
1.21. “Estate” shall have the meaning set forth in the Plan.
1.22. “Estate Causes of Action” shall have the meaning set forth in the Plan.
1.23. “Excess Policies” means all excess liability insurance policies purchased by
corporate entities affiliated with Rio Tinto that included Luzenac America, Inc., Windsor
Minerals, Inc., Luzenac, Inc., and/or Luzenac Val Chisone, S.p.A. as insureds and provided
additional limits above the Rio Tinto Captive Insurer Policies, including the policies listed on
Exhibit C to this Agreement.
1.24. “Execution Date” means the earliest date on which this Agreement has been
signed by each Party and consented to by the Consenting Entities.
1.25. “Extra-Contractual Claim” means any claim against the Zurich Protected Parties
or Rio Tinto Protected Parties other than a claim for coverage or benefits under a Zurich Policy or
Rio Tinto Captive Insurer Policy, respectively, seeking any type of relief based upon conduct of
the Zurich Protected Parties or Rio Tinto Protected Parties prior to the Agreement Effective Date,
including statutory, compensatory, exemplary, or punitive damages on account of alleged bad
5
faith, failure to act in good faith, violation of any duty of good faith and fair dealing, violation of
any unfair claims practices act or similar statute, regulation, or code, any type of alleged
misconduct, or any other act or omission, or any claims for economic loss, general damages,
attorneys’ fees, or costs in connection with the handling of, or refusal to handle, any Talc Personal
Injury Claim.
1.26. “FCR” shall have the meaning set forth in the Plan.
1.27. “Final Order” shall have the meaning set forth in the Plan.
1.28. “Future Credits” shall have the meaning set forth in the Plan and in Section 4.3.1
of this Agreement.
1.29. “HDI Agreement” means the December 15, 2016 Confidential Settlement
Agreement and Mutual Releases among ITA, Rio Tinto, and HDI Global SE and the
accompanying Side Letter agreement between Rio Tinto and ITA dated December 4, 2016.
1.30. “Indirect Talc Personal Injury Claim” shall have the meaning set forth in the
Plan.
1.31. “Person” shall have the meaning set forth in the Plan.
1.32. “Plan” means the Seventh Amended Plan, as the same may be amended or
modified from time to time pursuant to section 1127 of the Bankruptcy Code, consistent with
the terms of the Rio Tinto/Zurich Settlement set out in the Seventh Amended Plan.
1.33. “Plan Effective Date” shall have the same meaning as the term “Effective Date”
in the Plan.
1.34. “Protected Party” shall have the meaning set forth in the Plan.
1.35. “Reorganized Debtors” shall have the meaning set forth in the Plan.
6
1.36. “Rio Tinto Buyback” means the sale to the Rio Tinto Settling Parties, pursuant
to sections 363(b) and 363(f) of the Bankruptcy Code and as implemented by the Plan and this
Agreement, of any and all of the Debtors’ rights and interests in the Rio Tinto Captive Insurer
Policies, free and clear of any and all rights, claims, or interests of any other entity.
1.37. “Rio Tinto Cash Contribution” means $80 million, which Rio Tinto will
contribute, or cause to be contributed, to the Talc Personal Injury Trust.
1.38. “Rio Tinto Captive Insurer Policies” means any and all Talc Insurance Policies
issued by the Rio Tinto Captive Insurers, including the Talc Insurance Policies listed on Schedule
III to the Plan, attached as Exhibit B to this Agreement. For the avoidance of doubt, the Rio Tinto
Captive Insurer Policies shall not include any policy to the extent such policy provides reinsurance
to any Zurich Protected Party.
1.39. “Rio Tinto Corporate Parties” shall have the meaning set forth in the Plan.
1.40. “Rio Tinto Protected Parties” shall have the meaning set forth in the Plan.
1.41. “Rio Tinto/Zurich Contribution” means, collectively, (a) the Rio Tinto Cash
Contribution, (b) the Zurich Cash Contribution, and (c) the Rio Tinto/Zurich Credit
Contribution.
1.42. “Rio Tinto/Zurich Credit Contribution” shall have the meaning set forth in the
Plan and in Section 4.3.1 of this Agreement.
1.43. “Rio Tinto/Zurich Released Claims” shall have the meaning set forth in the
Plan and in Section 6.1 of this Agreement.
1.44. “Rio Tinto/Zurich Settlement” shall have the meaning set forth in the Plan.
1.45. “Rio Tinto/Zurich Trigger Date” means the date that the Tort Claimants’
Committee or the Talc Personal Injury Trust provides Rio Tinto and/or Zurich (as applicable)
7
with notice of the occurrence of the later of (a) the Effective Date or (b) the date the Affirmation
Order becomes a Final Order.
1.46. “Settling Talc Insurance Company” shall have the meaning set forth in the Plan.
1.47. “Seventh Amended Plan” means the Seventh Amended Joint Chapter 11 Plan of
Bankruptcy Code, dated January 20, 2021 (ECF No. 2809).
1.48. “Supplemental Settlement Injunction Order” shall have the meaning set forth
in the Plan.
1.49. “Talc Insurance Policy” shall have the meaning set forth in the Plan.
1.50. “Talc Personal Injury Claim” shall have the meaning set forth in the Plan.
1.51. “Talc Personal Injury Trust” shall have the meaning set forth in the Plan.
1.52. “Talc Personal Injury Trust Documents” shall have the meaning set forth in
the Plan.
1.53. “Tort Claimants’ Committee” shall have the meaning set forth in the Plan.
1.54. “Trust” means the Talc Personal Injury Trust.
1.55. “XL” means XL Insurance America, Inc.
1.56. “XL Agreement” means the “RIO TINTO DEFENSE COSTS
REIMBURSEMENT AGREEMENT” among Rio Tinto and certain of its affiliates, XL, and
Zurich, dated on or about 20 March 2018.
1.57. “Zurich Buyback” means the sale to Zurich, pursuant to sections 363(b) and
363(f) of the Bankruptcy Code and as implemented by the Plan and this Agreement, of any and
all of the Debtors’ rights and interests in the Zurich Policies, free and clear of any and all rights,
claims, or interests of any other entity.
8
1.58. “Zurich Cash Contribution” means $260 million, which Zurich will contribute,
or cause to be contributed, to the Talc Personal Injury Trust.
1.59. “Zurich Corporate Parties” shall have the meaning set forth in the Plan.
1.60. “Zurich Policies” means any and all Talc Insurance Policies issued by the Zurich
Corporate Parties, including the Talc Insurance Policies listed on Schedule VI to the Plan, attached
as Exhibit A to this Agreement, provided, however, that Policy No. SXL 8129701, issued to
Standard Oil Company (Indiana) for the period August 17, 1983 to June 1, 1984, shall not be
considered a “Zurich Policy” for purposes of this Agreement. For the avoidance of doubt, the
Zurich Policies shall not include any policy to the extent such policy provides reinsurance to any
Rio Tinto Captive Insurer.
1.61. “Zurich Protected Parties” shall have the meaning set forth in the Plan.
2. EFFECTIVE DATE OF AGREEMENT
This Agreement shall become effective on the earliest date on which all of the following
conditions precedent have occurred (the “Agreement Effective Date”), provided, however, that
any of the conditions precedent set out in Sections 2.3, 2.4, and 2.5 below may be waived
pursuant to a writing signed by each Party and consented to by the Consenting Entities (if before
the Plan Effective Date) or signed by the Insurer Parties and the Trust (if after the Plan Effective
Date):
2.1. Each Party has executed the Agreement.
2.2. Each Consenting Entity has consented to the Agreement in writing, and the
Debtors have provided Zurich and Rio Tinto with evidence of such written consent.
2.3. The Bankruptcy Court has entered a Confirmation Order and the District Court
has entered an Affirmation Order providing that:
9
2.3.1. The Rio Tinto/Zurich Settlement and this Agreement are approved
pursuant to sections 363 and 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019.
2.3.2. The Zurich Buyback and Rio Tinto Buyback are approved, and each (a)
represents a sound exercise of the Debtors’ business judgment, will yield a fair and
reasonable price for the assets being sold, is in the best interest of the Debtors’ Estates,
and otherwise complies with Section 363 of the Bankruptcy Code, (b) meets the
requirements for a sale of the Debtors’ property free and clear of any interests of third
parties in such property pursuant to section 363(f) of the Bankruptcy Code, and (c)
constitutes a purchase in good faith pursuant to section 363(m) of the Bankruptcy Code,
rendering the provisions of section 363(m) applicable.
2.3.3. The Zurich Protected Parties and the Rio Tinto Captive Insurers are
Settling Talc Insurance Companies, and hence Protected Parties, under the Plan, and the
Rio Tinto Protected Parties are Protected Parties under the Plan. As Protected Parties,
the Zurich Protected Parties, the Rio Tinto Captive Insurers, and the Rio Tinto Protected
Parties are entitled to the protection of the Channeling Injunction, which shall
permanently channel all Talc Personal Injury Claims, including any Indirect Talc
Personal Injury Claims, against any Protected Party to the Trust, and pursuant to which
any holder of a Talc Personal Injury Claim shall be permanently and forever stayed,
restrained, barred, and enjoined from taking any action against a Protected Party for the
purpose of directly, indirectly, or derivatively collecting, recovering, or receiving
payment of, on, or with respect to any Talc Personal Injury Claim.
2.3.4. The Talc Personal Injury Trust, the Debtors and the Reorganized Debtors,
on their own behalf and as representatives of their respective Estates, and the Tort
10
Claimants’ Committee and FCR, solely on their own behalf, irrevocably and
unconditionally release the Rio Tinto Protected Parties and the Zurich Protected Parties
from all Rio Tinto/Zurich Released Claims.
2.3.5. Pursuant to the Supplemental Settlement Injunction Order, all Persons are
permanently enjoined from pursuing any Rio Tinto/Zurich Released Claim against any
Rio Tinto Protected Party or Zurich Protected Party.
2.4. The Debtors (or the Tort Claimants’ Committee or the Trust) have provided notice
to Zurich and Rio Tinto that the Affirmation Order has become a Final Order.
2.5. The Debtors (or the Tort Claimants’ Committee or the Trust) have provided notice
to Zurich and Rio Tinto that the Plan Effective Date has occurred.
3. VOIDABILITY
3.1. This Agreement shall not become effective, or shall be rendered null and void, as
applicable, upon the occurrence of any of the following contingencies, provided, however, that
any of the contingencies set out in Sections 3.1.1 through 3.1.6 may be waived by the Parties
pursuant to a writing signed by each Party and, if before the Plan Effective Date, consented to
by the Consenting Entities:
3.1.1. The entry of a Confirmation Order by the Bankruptcy Court, or of an
Affirmation Order by the District Court, confirming or affirming the confirmation of a
Chapter 11 plan of reorganization for the Debtors that does not contain the provisions set
out in Section 2.3 of this Agreement;
3.1.2. The entry by the Bankruptcy Court or District Court of a Final Order
denying approval of the Rio Tinto/Zurich Settlement or of this Agreement;
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3.1.3. The entry by the Bankruptcy Court or District Court of a Final Order
denying approval of the Zurich Buyback or the Rio Tinto Buyback, finding that the
Zurich Buyback or Rio Tinto Buyback is not free and clear of all interests of third parties
in the Zurich Policies or Rio Tinto Captive Insurer Policies, respectively, or finding that
Zurich or the Rio Tinto Settling Parties are not entitled to the good-faith purchaser
protections of section 363(m) of the Bankruptcy Code;
3.1.4. The entry by the Bankruptcy Court or District Court of a Final Order stating
that any Zurich Protected Party or Rio Tinto Captive Insurer is not a Settling Talc Insurance
Company or is not a Protected Party, or that any Rio Tinto Protected Party is not a Protected
Party, or that otherwise contravenes the designation of any Zurich Protected Party, Rio
Tinto Captive Insurer, or Rio Tinto Protected Party as a Protected Party entitled to the
protections of the Channeling Injunction;
3.1.5. The entry by the Bankruptcy Court, prior to the Plan Effective Date, of a
Final Order converting the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy
Code or dismissing the Chapter 11 Cases;
3.1.6. The entry by the Bankruptcy Court, prior to the Plan Effective Date, of a
Final Order appointing a trustee or an examiner substantially possessing the rights, powers,
and duties of a bankruptcy trustee in the Chapter 11 Cases; or
3.1.7. The statement in writing, prior to the Plan Effective Date, by the Tort
Claimants’ Committee or the FCR that such entity refuses to consent to this Agreement.
3.2. Notwithstanding anything in this Agreement to the contrary, in the event that one
of the contingencies listed in Section 3.1 above occurs and is not waived by the Parties:
12
3.2.1. This Agreement, except for this Section 3 and any definitions of capitalized
terms used herein (which shall remain in full force and effect), shall be vitiated and shall
be a nullity;
3.2.2. None of the Parties shall be bound by the terms of the Rio Tinto/Zurich
Settlement or of this Agreement;
3.2.3. Zurich and Rio Tinto shall not be obligated to pay the Zurich Cash
Contribution or the Rio Tinto Cash Contribution, or to make the Rio Tinto/Zurich Credit
Contribution;
3.2.4. The Zurich Protected Parties and the Rio Tinto Captive Insurers shall not
be designated as Settling Talc Insurance Companies or as Protected Parties, and the Rio
Tinto Protected Parties shall not be designated as Protected Parties, in the Plan,
Confirmation Order, or Affirmation Order, and the Zurich Protected Parties, the Rio Tinto
Captive Insurers, and the Rio Tinto Protected Parties shall not be entitled to assert the
Channeling Injunction as a defense to any Talc Personal Injury Claim;
3.2.5. The Parties shall have all of the same rights, defenses, and obligations under
or with respect to any and all of the Zurich Policies, the Rio Tinto Captive Insurance
Policies, the Excess Policies, the HDI Agreement, the XL Agreement, and the Coverage In
Place Agreement that they would have had absent this Agreement; and
3.2.6. Any and all otherwise applicable statutes of limitations or repose, or other
time-related limitations, shall be deemed to have been tolled for the period from the
Execution Date through the date on which this Agreement becomes null and void in
accordance with Section 3.1 above, and no Party shall assert that any other Party’s failure
during said period to raise any claim that would have been resolved by this Agreement,
13
had this Agreement become effective or not been voided, as applicable, renders such claim
time-barred.
4. RIO TINTO/ZURICH CONTRIBUTION
4.1. Zurich Cash Contribution
4.1.1. As consideration for the releases and injunctive protections set forth in this
Agreement and in the Plan, on or prior to the date that is thirty (30) days after the Rio
Tinto/Zurich Trigger Date, Zurich will irrevocably and indefeasibly pay, or cause to be
paid, $260 million in Cash, via wire transfer, to the Talc Personal Injury Trust.
4.1.2. Prior to the Rio Tinto/Zurich Trigger Date, the Trust shall provide all
information needed by Zurich to pay the Zurich Cash Contribution, including providing
Zurich with a Form W-9 containing the Talc Personal Injury Trust’s tax identification
number and bank account information sufficient to make the required wire transfer.
4.1.3. Zurich’s payment of the Zurich Cash Contribution is in addition to any and
all payments the Zurich Corporate Parties may have made to or for the benefit of the
Debtors under, arising out of, or related to the Zurich Policies prior to the Rio Tinto/Zurich
Trigger Date, and all such payments are deemed final and irrevocable, except as provided
in Section 3 hereto.
4.1.4. The Parties expressly agree that the Zurich Cash Contribution, together with
any amounts paid by the Zurich Corporate Parties prior to the Rio Tinto/Zurich Trigger
Date as set out in Section 4.1.3 of this Agreement, fully satisfies any and all indemnity,
defense, or other obligations the Zurich Protected Parties may have on account of claims
by the Debtors or any other Person directly or indirectly arising from or in any way related
to any rights of the Debtors under the Zurich Policies. The Parties further expressly agree
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that the payment of the Zurich Cash Contribution fully exhausts the available limits of the
following Zurich Policies:
Policy Number Policy Period

GLO 8210196-04 5/31/2001–5/31/2002
GLO 8210196-05 5/31/2002–5/31/2003
GLO 8210196-06 5/31/2003–5/31/2004
GLO 8210196-07 5/31/2004–5/31/2005
GLO 8210196-08 5/31/2005–5/31/2006
GLO 8210196-09 5/31/2006–5/31/2007
GLO 8210196-10 5/31/2007–5/31/2008
4.1.5. The Zurich Cash Contribution shall not be subject to any claims for
deductions, setoffs, or charge-backs to the Debtors of any kind, including claims involving
recoupment of deductibles, allocated loss adjustment expenses, contribution, self-insured
retentions, additional premiums, or retrospective or reinstatement premiums under the
Zurich Policies.
4.2. Rio Tinto Cash Contribution
4.2.1. As consideration for the releases and injunctive protections set forth in this
Agreement and in the Plan, on or prior to the date that is fourteen (14) days after the Rio
Tinto/Zurich Trigger Date, Rio Tinto will irrevocably and indefeasibly pay, or cause to
be paid, $80 million in Cash, via wire transfer, to the Talc Personal Injury Trust.
4.2.2. Prior to the Rio Tinto/Zurich Trigger Date, the Trust shall provide all
information needed by Rio Tinto to pay the Rio Tinto Cash Contribution, including
providing Rio Tinto with a Form W-9 containing the Talc Personal Injury Trust’s tax
15
identification number and bank account information sufficient to make the required wire
transfer.
4.2.3. Rio Tinto’s payment of the Rio Tinto Cash Contribution is in addition to
any and all payments the Rio Tinto Corporate Parties may have made to or for the benefit
of the Debtors under, arising out of, or related to the Rio Tinto Captive Insurer Policies
prior to the Rio Tinto/Zurich Trigger Date, and all such payments are deemed final and
irrevocable, except as provided for in Section 3 hereto.
4.2.4. The Parties expressly agree that the Rio Tinto Cash Contribution, together
with any amounts paid by the Rio Tinto Corporate Parties prior to the Rio Tinto/Zurich
Trigger Date as set out in Section 4.2.3 above, fully satisfies any indemnity, defense, or
other obligations the Rio Tinto Protected Parties may have on account of claims by the
Debtors or any other Person directly or indirectly arising from or in any way related to any
rights of the Debtors under the Rio Tinto Captive Insurer Policies.
4.2.5. The Rio Tinto Cash Contribution shall not be subject to any claims for
deductions, setoffs, or charge-backs to the Debtors of any kind, including claims involving
recoupment of deductibles, contribution, self-insured retentions, additional premiums, or
retrospective or reinstatement premiums under the Rio Tinto Captive Insurer Policies.
4.3. Rio Tinto/Zurich Credit Contribution
4.3.1. On the Rio Tinto/Zurich Trigger Date, or as soon as reasonably practicable
thereafter (not to exceed three (3) Business Days), the appropriate Rio Tinto Corporate
Party or Parties and the appropriate Zurich Corporate Party or Parties shall execute and
deliver to the Talc Personal Injury Trust an assignment, in substantially the form set forth
in Exhibit D to this Agreement, assigning to the Trust (a) all of their rights to or claims for
16
indemnification, contribution (whether via any “other insurance” clauses or otherwise), or
subrogation against any Person relating to the payment or defense of any Talc Personal
Injury Claim or any past talc-related claim against the Debtors prior to the Plan Effective
Date (the “Credits”) and (b) all of their other rights to or claims for indemnification,
contribution (whether via any “other insurance” clauses or otherwise), or subrogation
against any Person relating to any Talc Personal Injury Claim (the “Future Credits”) (the
Credits and the Future Credits, collectively, the “Rio Tinto/Zurich Credit
Contribution”); provided, however, that any such claims for Credits or Future Credits
against a Protected Party shall be subject to the Channeling Injunction, and nothing in the
Plan or this Agreement shall impact the injunctions and releases otherwise inuring to the
benefit of the Protected Parties under the terms of the Plan. Notwithstanding anything else
contained in this Section 4.3.1, the Rio Tinto Corporate Parties and the Zurich Corporate
Parties shall retain, and shall not transfer to the Talc Personal Injury Trust, all rights of the
Rio Tinto Corporate Parties and the Zurich Corporate Parties against their reinsurers and/or
retrocessionaires, in their capacities as such.
4.3.2. The Rio Tinto Settling Parties and Zurich hereby represent their good
faith belief that they possess a legal entitlement to the Credits assigned in Exhibit D, and
that they are duly authorized to fully assign such Credits to the Talc Personal Injury Trust.
Rio Tinto hereby represents that it has provided the Debtors and the Consenting Entities
with its good-faith estimate, based on various calculations and assumptions, of the
amount of the Credits. All parties, however, acknowledge that the Rio Tinto Settling
Parties and Zurich are not representing or warranting that the Talc Personal Injury Trust
will recover that amount (or any amount) on the Credits.
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4.3.3. The Insurer Parties shall assist and cooperate with the Talc Personal Injury
Trust as may be reasonably necessary for the pursuit of Credits and Future Credits assigned
to the Talc Personal Injury Trust under this Agreement. Such assistance shall include
providing all information and documentation reasonably necessary to assert and prove such
Credits and Future Credits, including: (a) documents sufficient to show, and proof of, all
amounts paid by the Insurer Parties under the Policies, including for defense costs,
judgments, or settlements of claims; (b) all communications with other potentially
responsible entities relating to amounts due or paid with respect to claims under the Zurich
Policies or Rio Tinto Captive Insurer Policies; and (c) communications with other
potentially responsible parties relating to the Insurer Parties’ claims to the Credits and
Future Credits and any defenses thereto, provided, however, that such assistance will not
extend to any documents or information of the Insurer Parties that are subject to any
applicable privilege, including attorney-client privilege, common-interest privilege, or
mediation privilege, or to the work-product doctrine, and will be provided subject to the
requirements of any existing confidentiality agreements, unless modified or waived. Such
cooperation shall be conditioned on the Talc Personal Injury Trust’s reimbursement of all
reasonable documented fees and expenses of outside professionals and vendors engaged
by Zurich or Rio Tinto to comply with requests made by the Talc Personal Injury Trust,
within thirty (30) days after Zurich or Rio Tinto provides documentation of such fees and
expenses to the Talc Personal Injury Trust.
4.3.4. The Insurer Parties agree not to assert or file any new claim seeking
contribution, indemnity, or defense against any other Person in order to recover any portion
of the Credits or Future Credits assigned to the Trust under this Agreement.
18
4.3.5. On the Agreement Effective Date, the Talc Personal Injury Trust will
assume the obligations of Zurich and of Rio Tinto and its affiliates (if any) to XL under the
XL Agreement, if, or to the extent that, the XL Agreement provides any obligation to share
with XL the proceeds of any recovery by the Talc Personal Injury Trust on any Credits or
Future Credits assigned to the Trust pursuant to Section 4.3.1 of this Agreement.
4.4. Reinsurance. Notwithstanding any other provision of this Section 4 or of this
Agreement, nothing in this Agreement is intended to or shall be construed to prevent any Zurich
Corporate Party or any Rio Tinto Corporate Party from making any claim against, or seeking to
recover any part of the Rio Tinto/Zurich Contribution or any other payment from, any of the Zurich
Corporate Parties’ or Rio Tinto Corporate Parties’ reinsurers and/or retrocessionaires, in their
capacities as such.
5. ZURICH AND RIO TINTO BUYBACKS
5.1. The Plan shall constitute a request by the Debtors for the Bankruptcy Court to
approve the Zurich Buyback and the Rio Tinto Buyback, as set out in the Plan and this Agreement,
pursuant to sections 363(b) and 363(f) of the Bankruptcy Code, and to find that Zurich and the Rio
Tinto Settling Parties are good-faith purchasers pursuant to section 363(m) of the Bankruptcy
Code.
5.2. Zurich Buyback. Subject to the approval of the Bankruptcy Court and to all the
terms and conditions of this Agreement, the Debtors shall sell and Zurich shall acquire, pursuant
to sections 363(b) and 363(f) of the Bankruptcy Code, any and all of the Debtors’ rights and
interests in the Zurich Policies, free and clear of any and all rights, claims, or interests of any
other entity, including (a) any claim by any alleged additional insured under the Zurich Policies
with respect to any Talc Personal Injury Claim, (b) any Contribution Claim, (c) any Direct Action
19
Claim, and (d) any other claim that directly or indirectly arises out of or relates to the Zurich
Policies.
5.3. Rio Tinto Buyback. Subject to the approval of the Bankruptcy Court and to all
the terms and conditions of this Agreement, the Debtors shall sell and the Rio Tinto Settling Parties
shall acquire, pursuant to sections 363(b) and 363(f) of the Bankruptcy Code, any and all of the
Debtors’ rights and interests in the Rio Tinto Captive Insurer Policies, free and clear of any and
all rights, claims, or interests of any other entity, including (a) any claim by any alleged
additional insured under the Rio Tinto Captive Insurer Policies with respect to any Talc Personal
Injury Claim, (b) any Contribution Claim, (c) any Direct Action Claim, and (d) any other claim
that directly or indirectly arises out of or relates to the Rio Tinto Captive Insurer Policies.
6. RELEASE
6.1. Release of Rio Tinto/Zurich Released Claims. Effective upon the Talc Personal
Injury Trust’s receipt of the Rio Tinto/Zurich Contribution, for good and valuable consideration,
the adequacy of which is hereby confirmed, the Trust, the Debtors, on their own behalf and as
representatives of their respective Estates, and the Reorganized Debtors shall be deemed to
irrevocably and unconditionally, fully, finally, and forever waive, release, acquit, and discharge
each and all of the Rio Tinto Protected Parties and the Zurich Protected Parties of and from (a) all
Estate Causes of Action and (b) any and all claims, causes of action, suits, costs, debts, liabilities,
obligations, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, executions and demands whatsoever,
of whatever kind or nature (including those arising under the Bankruptcy Code), whether known
or unknown, suspected or unsuspected, in law or in equity, which the Trust, the Debtors, their
Estates, or the Reorganized Debtors have, had, may have, or may claim to have against any of the
20
Rio Tinto Protected Parties and/or the Zurich Protected Parties, directly or indirectly arising out
of, with respect to, or in any way relating to any Talc Personal Injury Claim (collectively, the “Rio
Tinto/Zurich Released Claims”). For the avoidance of doubt, the Rio Tinto/Zurich Released
Claims include all Extra-Contractual Claims and any and all other claims directly or indirectly
arising out of, with respect to, or in any way relating to the Zurich Policies, the Rio Tinto Captive
Insurer Policies, the Excess Policies, the HDI Agreement, and the Coverage in Place Agreement,
excluding only claims against the Zurich Protected Parties arising under Policy No. SXL 8129701,
issued to Standard Oil Company (Indiana) for the period August 17, 1983 to June 1, 1984. Also
effective upon the Trust’s receipt of the Rio Tinto/Zurich Contribution, the Trust, the Debtors (on
their own behalf and as representatives of their respective Estates), and the Reorganized Debtors
shall withdraw any and all requests, demands, or tenders for defense or indemnity previously
submitted to any Zurich Protected Party or Rio Tinto Protected Party, and shall surrender,
relinquish, and release any further right to tender or present any Rio Tinto/Zurich Released Claim,
and the Zurich Protected Parties and Rio Tinto Protected Parties shall have no duty to defend or
indemnify the Trust, the Debtors or their Estates, or the Reorganized Debtors with respect to any
Rio Tinto/Zurich Released Claim.
6.2. Release of Debtor Released Claims. Effective upon the occurrence of the Rio
Tinto/Zurich Trigger Date, the Rio Tinto Settling Parties and Zurich shall be deemed to
the Debtors, their Estates, the Reorganized Debtors, and the Trust from any and all claims, causes
of action, suits, costs, debts, liabilities, obligations, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments,
executions and demands whatsoever, of whatever kind or nature (including those arising under the
21
Bankruptcy Code), whether known or unknown, suspected or unsuspected, in law or in equity,
which the Rio Tinto Settling Parties and Zurich have, had, may have, or may claim to have against
any of the Debtors, their Estates, the Reorganized Debtors, and the Trust directly or indirectly
arising out of, with respect to, or in any way relating to any Talc Personal Injury Claim
(collectively, the “Debtor Released Claims”), to the extent such Debtor Released Claims arise
on or prior to the Confirmation Date. Also effective upon the occurrence of the Rio Tinto/Zurich
Trigger Date, the Rio Tinto Settling Parties and Zurich shall withdraw any and all requests or
demands for payment of any Debtor Released Claim arising on or prior to the Confirmation Date,
and the Debtors, or their Estates, shall have no duty to indemnify, pay, or reimburse the Rio Tinto
Settling Parties and Zurich with respect to any Debtor Released Claim arising on or prior to the
Confirmation Date.
6.3. Unknown or Future Claims. The Parties expressly acknowledge that there may
be changes in the law or the Parties may hereafter discover facts different from, or in addition to,
those that they now believe to be true with respect to any and all of the claims released in Sections
6.1 and 6.2 above. Nevertheless, the Parties hereby agree that (subject to Section 3 of this
Agreement) the releases set forth in Sections 6.1 and 6.2 above shall be and remain effective in all
respects, notwithstanding any changes in the law or the discovery of such additional or different
facts. In addition, the Parties acknowledge that they have been advised by their respective legal
counsel regarding, and are familiar with, the provisions of section 1542 of the California Civil
Code, which provides:
A general release does not extend to claims that the creditor or releasing
party does not know or suspect to exist in his or her favor at the time of
executing the release, and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released
party.
22
Except with respect to claims of the Rio Tinto Settling Parties or Zurich arising after the
Confirmation Date, the Parties expressly waive and relinquish any and all rights or benefits they
have or may have under California Civil Code § 1542 and under any other federal or state statute,
rule, law, or common law principle of similar effect, as to the releases given in this Agreement, to
the full extent that such right or benefit may be lawfully waived. In connection with the waiver
and relinquishment of rights or benefits under California Civil Code § 1542, each Party
acknowledges that it fully understands that facts may later be discovered in addition to or different
from those facts which are now known or believed to be true with respect to the subject matter of
this Agreement, and that, except with respect to claims of the Rio Tinto Settling Parties or Zurich
arising after the Confirmation Date, it is that Party’s intention hereby to fully, finally and forever
release all claims and rights, known or unknown, suspected or unsuspected, which now exist, may
exist in the future, and/or have ever existed in the past, as to the matters released in Sections 6.1
and 6.2 of this Agreement.
6.4. Other Rights and Obligations Under This Agreement Not Affected. The
releases set forth in Sections 6.1 and 6.2 of this Agreement are not intended to, and shall not,
extend to or otherwise release any rights, privileges, benefits, duties, or obligations of the Parties
pursuant to or arising from this Agreement or the Plan.
7. BANKRUPTCY-RELATED OBLIGATIONS
7.1. Prior to the Execution Date, the Debtors will seek and obtain the Consenting
Entities’ written consent to the Debtors’ entry into this Agreement and shall furnish evidence of
such written consent to each of Zurich and Rio Tinto.
23
7.2. The Parties shall cooperate in good faith to ensure that the Confirmation Order and
Affirmation Order are entered, contain and/or affirm the provisions set out in Section 2.3 of this
Agreement, as applicable, and become Final Orders.
7.3. Except to contend that the Debtors have breached this Agreement (including
Section 7.2), neither Zurich nor Rio Tinto shall object to the Plan or seek formal discovery from
the Debtors, the Tort Claimants’ Committee, or the FCR (and the Debtors, the Tort Claimants’
Committee, and the FCR shall not seek formal discovery from Zurich or Rio Tinto) with respect
to the Plan. Within five (5) days following the Execution Date, Zurich and Rio Tinto shall
withdraw any and all objections to the Plan and Disclosure Statement they have made in the
Chapter 11 Cases. Such withdrawals shall be without prejudice until the occurrence of the
Agreement Effective Date, at which time such withdrawals shall be deemed to be with prejudice.
7.4. On the Rio Tinto/Zurich Trigger Date, any and all Claims that the Rio Tinto
Corporate Parties or the Zurich Corporate Parties have asserted or that have been asserted on
their behalf in the Chapter 11 Cases shall be deemed withdrawn with prejudice. Further, the Rio
Tinto Protected Parties and the Zurich Protected Parties shall not file or assert any additional
Claims against any of the Debtors arising from any Debtor’s conduct prior to the Confirmation
Date.
7.5. On the Plan Effective Date, the rights and obligations of the Debtors under this
Agreement shall be deemed to have been assigned and transferred to the Talc Personal Injury Trust
without need of further action by any Party or Person, and the Talc Personal Injury Trust shall be
bound by all of the provisions of this Agreement. The Reorganized Debtors shall continue to be
bound by this Agreement and shall retain the obligations and benefits hereunder to the extent
consistent with the Plan.
24
8. CONTRIBUTION CLAIMS; JUDGMENT REDUCTION
8.1. To the extent that the Debtors or the Talc Personal Injury Trust reach a settlement
with any other insurer or other Person of any claim directly or indirectly arising out of or in any
way relating to any Talc Personal Injury Claim or Rio Tinto/Zurich Released Claim, the Debtors
or the Talc Personal Injury Trust, as applicable, will use their best efforts to obtain a waiver of any
and all of that other insurer’s or other Person’s Contribution Claims against any Zurich Protected
Party or Rio Tinto Protected Party based upon, arising out of, or in any way attributable to such
Talc Personal Injury Claim or Rio Tinto/Zurich Released Claim. Such waiver may be
accomplished by an assignment of such claims to the Trust, which such claims will be subject to
the Release set forth in Section 6 herein.
8.2. In the event that any other entity asserts any Contribution Claim against any Zurich
Protected Party or Rio Tinto Protected Party and such claim is determined to be valid in any
judicial determination or binding arbitration award, the Talc Personal Injury Trust shall voluntarily
reduce its judgment(s) or claim(s) against, or settlement with, such other entity to the extent
necessary to eliminate such Contribution Claim. To ensure that such a reduction is accomplished,
any Zurich Protected Party or Rio Tinto Protected Party shall be entitled to assert this paragraph
as a defense to any action against them for any such Contribution Claim and shall be entitled to
have the court or appropriate tribunal issue such orders as are necessary to effectuate the judgment
reduction and to protect the Zurich Protected Party or Rio Tinto Protected Party from any liability
for the Contribution Claim.
9. COOPERATION
9.1. Each Party shall use its reasonable efforts to obtain the outcomes sought by this
Agreement, and to take such steps and execute such documents as may be reasonably necessary
25
and proper to effectuate the purpose and intent of this Agreement and to preserve its validity and
enforceability. In the event that any action or proceeding is commenced or prosecuted by any
Person to invalidate or prevent the validation, enforcement, or carrying out of all or any provisions
of this Agreement, the Parties mutually agree to cooperate fully in opposing such action or
proceeding.
9.2. Each of the Parties shall reasonably cooperate with each of the other Parties in
responding to or opposing any motion, objection, claim, assertion, or argument by any third party
that this Agreement is not binding, or should be avoided, or that valuable and fair consideration or
reasonably equivalent value has not been exchanged pursuant to this Agreement.
9.3. To the extent required by Section 4.3.3 of this Agreement, the Insurer Parties shall
assist and cooperate with the Talc Personal Injury Trust as may be reasonably necessary for the
pursuit of Credits and Future Credits assigned to the Talc Personal Injury Trust under this
Agreement.
10. NO ADMISSIONS OR WAIVER OF PRIVILEGE
Nothing contained in this Agreement, or in any negotiations, discussions,
correspondence, or other materials of any kind relating to this Agreement or relating to the
negotiation of this Agreement, shall be deemed to be an admission by any Party with respect to
any matter or any factual or legal issue of any kind. Nothing in this Agreement waives or shall
be deemed to waive any Party’s work-product protection or right to claim the protections of any
mediation privilege.
26
11. BINDING EFFECT OF AGREEMENT
Upon the Agreement Effective Date, all terms and provisions of this Agreement shall be
binding on, and shall inure to the benefit of, the Parties and their respective successors and assigns,
including the Talc Personal Injury Trust.
12. DISPUTE RESOLUTION
If any dispute should arise concerning the terms, meaning, or implementation of this
Agreement, the Parties agree to use their best efforts to reach a prompt resolution of such dispute.
If the Parties are unable to reach an agreement, they shall proceed to mediation. Either Party may
initiate litigation in the Bankruptcy Court to the extent the Bankruptcy Court has subject-matter
jurisdiction, or to the extent it does not, in any other appropriate forum, but no Party may initiate
litigation until 45 days after a mediation has commenced and the mediator has determined that the
Parties’ mediation has reached an impasse. All of the Parties consent to personal jurisdiction in
any federal court (including the Bankruptcy Court) or state court in the State of Delaware for
purposes of resolving any dispute concerning the terms, meaning, or implementation of this
Agreement.
13. CONSTRUCTION OF AGREEMENT
13.1. The Parties represent and acknowledge that they have participated in the
preparation and drafting of this Agreement or have each given their approval to all of the language
contained in this Agreement, and it is expressly agreed and acknowledged that if any of the Parties
later asserts that there is an ambiguity in the language of this Agreement, such asserted ambiguity
shall not be presumptively construed for or against any Party on the basis that one Party drafted
the language of this Agreement or played a greater role in the drafting of the language.
27
13.2. The headings of this Agreement are included for convenience and are not part of
the provisions hereof and shall have no force or effect.
13.3. If any provision of this Agreement or application thereof is held to be invalid or
unenforceable, the remainder of this Agreement shall remain in effect and be interpreted so as best
to reasonably effect the intent of the Parties. Notwithstanding the foregoing, Sections 2, 3, 4.1,
4.2, 5, and 6 and the definitions of the capitalized terms that appear in those Sections shall not be
severable from this Agreement.
14. MEDICARE AND OTHER THIRD-PARTY CLAIMS
14.1. Rio Tinto’s and Zurich’s payment obligations under this Agreement run solely to
the Talc Personal Injury Trust, as set forth in Section 4 above. In no event shall any Zurich
Corporate Party or Rio Tinto Corporate Party pay or be obligated to pay directly any claimant, any
representative of any claimant, or the Debtors’ defense counsel on account of any Talc Personal
Injury Claim.
14.2. The Parties agree that, given the buy-back nature of this settlement, Zurich and the
Rio Tinto Settling Parties are not “Responsible Reporting Entities,” and no Zurich Corporate Party
or Rio Tinto Corporate Party shall have any responsibility to make any reports (or to make any
payments owed or sums to be paid) to Medicare or to the United States Government or any agency
or instrumentality thereof pursuant to the Medicare Secondary Payer Act, 42 U.S.C. § 1395y(b)(2),
and/or under any related rules, regulations, or guidance issued in connection therewith or relating
thereto, including 42 C.F.R. § 411.20 et seq., with respect to any payment the Talc Personal Injury
Trust receives under this Agreement or makes on account of Talc Personal Injury Claims.
14.3. The Talc Personal Injury Trust shall be designated as the “RRE Agent.”
28
14.4. The RRE Agent shall, at its sole expense, act as Zurich’s and the Rio Tinto Settling
Parties’ reporting agent, and shall timely submit all reports that are required by a Responsible
Reporting Entity under the reporting provisions of Section III of the Medicare, Medicaid, and
SCHIP Extension Act of 2007 (P.L. 110-173) or any other similar statute or regulation
(“MMSEA”) on account of Talc Personal Injury Claims paid by the RRE Agent. The RRE Agent
shall follow all applicable guidance published by the Centers for Medicare & Medicaid Services
of the United States Department of Health and Human Services and/or any other agent or successor
entity charged with responsibility for monitoring, assessing, or receiving reports under MMSEA
(collectively, “CMS”) to determine whether or not and, if so, how to report to CMS pursuant to
MMSEA.
14.5. The RRE Agent shall provide a written notification to Rio Tinto and Zurich within
ten (10) Business Days following receipt of any notification from CMS that any report was rejected
or otherwise identified as noncompliant by CMS, along with the basis for such rejection or
noncompliance.
14.5.1. With respect to any reports rejected or otherwise identified as noncompliant
by CMS, the RRE Agent shall, at Rio Tinto’s or Zurich’s request, promptly provide copies
of the original reports submitted to CMS, as well as any response received from CMS with
respect to such reports. The RRE Agent shall reasonably undertake to remedy any issues
of noncompliance that CMS identifies and to resubmit such reports to CMS. Upon request
by Rio Tinto or Zurich, the RRE Agent shall provide copies of such resubmissions. With
respect to copies of original reports and resubmissions provided under this Section 14.5.1,
the RRE Agent may redact from such copies the names, social security numbers other than
the last four digits, health insurance claim numbers, taxpayer identification numbers,
29
employer identification numbers, mailing addresses, telephone numbers, and dates of birth
of the injured parties, claimants, guardians, conservators, and/or other personal
representatives, as applicable.
14.5.2. All documentation that the RRE Agent relies upon in making a
determination that a payment does not have to be reported to CMS shall be maintained for
a minimum of six (6) years following such determination.
14.6. Absent guidance to the contrary from CMS, the Secretary of Health and Human
Services or a controlling court, including the United States Court of Appeals for the Third Circuit,
the RRE Agent is not required by this Agreement to report any Talc Personal Injury Claim for a
claimant who alleges that exposure to or ingestion of talc or talc-containing product for which
Debtors are allegedly responsible took place exclusively before December 5, 1980.
14.7. In the event that CMS concludes that reporting done by the RRE Agent in
accordance with this Section 14 is or may be deficient in any way, and has not been corrected to
the satisfaction of CMS in a timely manner, or if CMS communicates to the RRE Agent, any
Zurich Corporate Party, or any Rio Tinto Corporate Party a concern with respect to the sufficiency
or timeliness of such reporting or non-reporting, then Rio Tinto and Zurich shall have the right to
submit their own reports to CMS under MMSEA, and the RRE Agent shall provide to Rio Tinto
and Zurich such information as either may require to comply with MMSEA, including the full
reports filed by the RRE Agent without any redactions. Rio Tinto and Zurich shall keep any
information received from the RRE Agent pursuant to this Paragraph confidential and shall not
use such information for any purpose other than meeting obligations under MMSEA.
14.8. The Talc Personal Injury Trust shall obtain, prior to remittance of funds to
claimants’ counsel or the claimant, if pro se, in respect of any Talc Personal Injury Claim, a
30
certification from the claimant to be paid that said claimant has or will provide for the payment
and/or resolution of any obligations owing or potentially owing under 42 U.S.C. § 1395y(b), or
any related rules, regulations, or guidance, in connection with, or relating to, such Talc Personal
Injury Claim. The Talc Personal Injury Trust shall provide a certification of its compliance with
this Section to Rio Tinto and Zurich upon either’s request, but not more often than quarterly.
14.9. Compliance with the requirements of this Section shall be a material obligation of
the Debtors and/or the Talc Personal Injury Trust in favor of Zurich and the Rio Tinto Settling
Parties under this Agreement.
15. REPRESENTATIONS, WARRANTIES, AND OTHER MISCELLANEOUS

PROVISIONS
15.1. Each Party represents and warrants that, subject to the preconditions set out in
Section 2 of this Agreement, it has taken all necessary corporate and legal action required to duly
approve the making and performance of this Agreement and that no further action is necessary
to make this Agreement binding and legally enforceable according to its terms.
15.2. Each Party represents and warrants that, to the best of its knowledge and belief, the
making and performance of this Agreement will not violate any provision of law or any of its
respective articles of incorporation or bylaws or any contract or agreement by which it is bound.
15.3. Each Party represents and warrants that (a) it is the owner of the rights and claims
to be compromised and released by it under this Agreement and (b) it has not assigned or
transferred to any Person any such right or claim or other matter to be compromised and released
hereunder.
15.4. Each Party represents and warrants that this Agreement is supported by valid and
lawful consideration sufficient to make all aspects of this Agreement legally binding and
enforceable on and after the Agreement Effective Date.

31
15.5. Each Party represents and warrants that this Agreement has been entered into in
good faith, as a result of arm’s-length negotiations, with advice of counsel, and that this
Agreement represents a fair, reasonable, proportionate, and good faith compromise of disputed
claims, disputed liabilities, and disputed issues.
15.6. Each Party represents and warrants that it has read this Agreement in its entirety,
fully understands all of its terms and the consequences thereof, and that the individual signing this
Agreement on its behalf has full and complete authority and competency to legally bind it to all
terms and consequences of this Agreement.
15.7. The Rio Tinto Captive Insurers represent and warrant that they issued insurance
policies only to Rio Tinto plc, Rio Tinto Limited, and their respective past and present affiliated
companies, and did not issue insurance policies to any other entities on the open market.
15.8. This Agreement (including the exhibits attached to it) sets forth the entire
agreement among the Parties as to its subject matter, and supersedes any and all prior or
contemporaneous statements, agreements, negotiations, or understandings, whether written or oral,
except that the Agreement should be read in pari materia with the Plan and Disclosure Statement.
15.9. All notices, demands, or other communications to be provided pursuant to this
Agreement shall be in writing and sent by electronic mail and also by overnight mail (or United
States first-class mail, postage prepaid), to the other Parties and Consenting Entities at the
addresses set forth below, or to such other persons or addresses as the Parties or Consenting
Entities may designate in writing from time to time:
32
For Zurich:
Robert Koscielniak
Director, Latent & Environmental Claims
Zurich North America
1299 Zurich Way
Schaumburg, IL 60196-1056
[email protected]
Mark D. Plevin, Esq.

Crowell & Moring LLP
Three Embarcadero Center
26th Floor
San Francisco, CA 94111
[email protected]
Karen Dixon, Esq.

Skarzynski Marick & Black LLP
353 N. Clark Street, Suite 3650
Chicago, IL 60654
[email protected]
For Rio Tinto:
Andrea Frost, Esq.

Senior Counsel – Litigation
Rio Tinto
4700 W. Daybreak Parkway
South Jordan, UT 84009
[email protected]
With a copy to:
[email protected] and the subject line must start with the

words: “RIO TINTO AMERICA INC.”
John D. Green, Esq.

Farella Braun + Martel LLP
Russ Building
235 Montgomery Street, 17th Floor
San Francisco, CA 94104
[email protected]
33
Danielle Spinelli, Esq.

Wilmer Cutler Pickering Hale and
Dorr LLP
1875 Pennsylvania Ave, N.W.
Washington, DC 20006
[email protected]
For the Debtors:
Ryan Van Meter, Esq.

Imerys Talc America, Inc.
[email protected]
With a copy to:
Kimberly A. Posin, Esq.

Latham & Watkins LLP
355 S. Grand Avenue, Suite 100
Los Angeles, CA 90071
[email protected]
Angela R. Elbert, Esq.

Neal, Gerber & Eisenberg LLP
Two North La Salle Street, Suite 1700
Chicago, IL 60602
[email protected]
For the Consenting Entities:
Kami E. Quinn, Esq.

Gilbert LLP
700 Pennsylvania Ave. SE
[email protected]
with a copy to:
34
Tort Claimants’ Committee:
Natalie D. Ramsey, Esq.

Robinson & Cole LLP
1201 North Market Street
Suite 1406
Wilmington, DE 19801
Direct 302.516.1702
[email protected]
FCR:
Edwin J. Harron, Esq.

Young Conaway Stargatt & Taylor, LLP
1000 North King Street
[email protected]
15.10. This Agreement may be amended only by a writing signed by or on behalf of each
Party and, if before the Agreement Effective Date, each of the Consenting Entities.
15.11. Zurich represents that it has made a good faith search and has located no evidence
of any liability policies issued by Zurich under which any Debtor is insured (excluding expired
claims-made policies), other than those listed on Exhibit A, and that it is not aware of any such
policy, secondary evidence of any such policy, or any reason to believe such policy exists (other
than Policy No. SXL 8129701, issued to Standard Oil Company (Indiana) for the period August
17, 1983 to June 1, 1984). Rio Tinto represents that it has made a good faith search and has located
no evidence of any liability policies issued by the Rio Tinto Captive Insurers under which any
Debtor is insured (excluding expired claims-made policies), other than those listed on Exhibit B,
and that it is not aware of any such policy, secondary evidence of any such policy, or any reason
to believe such policy exists.
15.12. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument. Execution of
35
this Agreement may be effected by PDF or other electronic transmission of executed copies of
the signature pages delivered to counsel for the Parties.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the last
date indicated below.
IMERYS TALC AMERICA, INC. (on IMERYS TALC ITALY S.P.A.

behalf of itself and each of the Debtors in
the Chapter 11 Cases)
By: _____________________________ By: _____________________________

Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
RIO TINTO AMERICA INC. (on behalf of ZURICH AMERICAN INSURANCE

itself, Three Crowns Insurance Company, COMPANY
Metals & Minerals Insurance Company
Pte. Ltd., and Falcon Insurance Limited)
By: _____________________________ By: _____________________________

Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
36
IN WITNESS WHEREOF, the Consenting Entities have consented to this Agreement as
of the last date indicated below.
TORT CLAIMANTS’ COMMITTEE FCR
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
37
EXHIBIT A
Zurich Policies
Issuing Insurer Policy No. Policy Period

Zurich Insurance Company, US Branch GLC 8209842-00/01 5/1/1996–5/31/1997
Zurich Insurance Company, US Branch GLO 8210069-00 5/31/1997–5/31/1998
Zurich Insurance Company, US Branch GLO 8210069-01 5/31/1998–5/31/1999
Zurich American Insurance Company GLO 8210069-02 5/31/1999–5/31/2000
Zurich Insurance Company Ltd (Canadian Branch) 8828308 5/31/1997-5/31/2007

EXHIBIT B
Rio Tinto Captive Insurer Policies
Issuing Insurer Policy Number Policy Period

Metals and Minerals Insurance Pte. Limited M&M GL/97-98/001 5/31/1997 - 5/31/1998
Three Crowns Insurance Company Limited 98162 5/31/1998 - 5/31/1999
Three Crowns Insurance Company Limited 98162/01 5/31/2001 - 5/31/2002
Three Crowns Insurance Company Limited 98162/02A 5/31/2002 - 5/31/2003
Three Crowns Insurance Company Limited 98162/02B 5/31/2002 - 5/31/2003
Three Crowns Insurance Company Limited 98162/06/A 5/31/2006 - 5/31/2007
Falcon Insurance Ltd. 98162/06/C 5/31/2006 - 5/31/2007
Metals and Minerals Insurance Pte. Limited 98162/07/B 5/31/2007 - 5/31/2008
EXHIBIT C
Excess Policies
Insurer Participant(s) Policy Period

Allianz SE 5/31/1997 – 5/31/1998
Zurich Insurance Group Ltd. 5/31/1997 – 5/31/1998
Lexington Insurance Co., Tamarack, CNA Insurance Company Ltd., 5/31/1997 – 5/31/1998
USF&G Corporation
Reliance National Insurance Company 5/31/1997 – 5/31/1998
TIG Insurance Company 5/31/1997 – 5/31/1998
Kemper Insurance Companies 5/31/1997 – 5/31/1998
Starr Excess Insurance Company 5/31/1997 – 5/31/1998
XL Insurance Company Ltd. 5/31/1997 – 5/31/1998
ACE Ltd. 5/31/1997 – 5/31/1998
Allianz SE 5/31/1998 – 5/31/2001
CNA Insurance Company Ltd.; Gulf Insurance Company; Kemper 5/31/1998 – 5/31/2001
Insurance Companies; National Union; USF&G Corporation
XL Insurance Company Ltd.; Starr Excess Insurance Company 5/31/1998 – 5/31/2001
ACE Ltd. 5/31/1998 – 5/31/2001
Aegis Security Insurance Company; National Union Fire Insurance Co.; 5/31/2001 – 5/31/2002
St. Paul Fire & Marine Insurance Company; Zurich Global Energy;
Kemper Insurance Companies
Starr Excess Liability Insurance International Ltd. 5/31/2001 – 5/31/2002
ACE Ltd.; Oil Casualty Insurance Ltd.; XL Insurance Company Ltd. 5/31/2001 – 5/31/2002
Zurich Global Energy 5/31/2002 – 5/31/2003
Kemper Insurance Companies 5/31/2002 – 5/31/2003
Rock River Insurance Company 5/31/2002 – 5/31/2003
Athena 5/31/2002 – 5/31/2003
Great Lakes Reinsurance (UK) Ltd. 5/31/2002 – 5/31/2003
Arch Bermuda 5/31/2002 – 5/31/2003
Endurance 5/31/2002 – 5/31/2003
XL (Sydney) 5/31/2002 – 5/31/2003

Oil Casualty Insurance, Ltd. 5/31/2002 – 5/31/2003
ACE 5/31/2002 – 5/31/2003
American Home Assurance Co. 5/31/2004 – 5/31/2005
Liberty Mutual Ins. Co.; XL Insurance Company Ltd. 5/31/2006 – 5/31/2007
Liberty Mutual Ins. Co.; XL Insurance Company Ltd. 5/31/2007 – 5/31/2008
Catlin Underwriting Agencies, Ltd.; Zurich Insurance Group Ltd. 5/31/2007 – 5/31/2008
Catlin Underwriting Agencies, Ltd.; Liberty Mutual Insurance Co; XL 5/31/2008 – 5/31/2009
Insurance Company Ltd.
AIG Excess Liability Insurance International Ltd. 5/31/2008 – 5/31/2009
AIG London; AIG Australia; DA Constable; Liberty Mutual Ins. Co.; 5/31/2009 – 5/31/2010
XL Insurance Company Ltd.

AIG; American Home Assurance Co.; DA Constable; Liberty Mutual 5/31/2010 – 5/31/2011
Ins. Co.; XL Insurance Company Ltd.
AIG; American Home Assurance Co.; DA Constable; Liberty Mutual 5/31/2011 – 5/31/2012
Ins. Co.; XL Insurance Company Ltd.
Catlin Underwriting Agencies, Ltd.; Starr Excess Liability Insurance 5/31/2011 – 5/31/2012
International Ltd.; Zurich Insurance Group Ltd.
Arch Insurance Co.; Iron-Starr Underwriting Agency Ltd. 5/31/2011 – 5/31/2012
EXHIBIT D
Assignment of Rights
This Assignment of Rights (“Assignment”) is executed by Rio Tinto America Inc. (“Rio
Tinto”), on its own behalf and on behalf of the Rio Tinto Captive Insurers (Rio Tinto and the Rio
Tinto Captive Insurers, collectively, the “Rio Tinto Settling Parties”), and Zurich American
Insurance Company, in its own capacity and as successor-in-interest to Zurich Insurance
Company, U.S. Branch (“Zurich,” and collectively with the Rio Tinto Settling Parties, the
“Insurer Parties”). Except where otherwise specified, capitalized terms appearing in this
Assignment have the meanings set out in the accompanying Settlement Agreement and Release.
WHEREAS, the Debtors and the Insurer Parties entered into the Rio Tinto/Zurich
Settlement, including the accompanying Settlement Agreement and Release dated [_________],
in order to fully and finally resolve their disputes, and to provide for other consideration,
promises, releases, and covenants set forth therein;
WHEREAS, in exchange for consideration set out in the Rio Tinto/Zurich Settlement and
the Settlement Agreement and Release, the Insurer Parties agreed to make cash contributions to
the Talc Personal Injury Trust as set forth therein;
WHEREAS, in addition to the foregoing cash contributions, as part of the Rio

Tinto/Zurich Settlement the Insurer Parties agreed to assign to the Talc Personal Injury Trust the
Credits and the Future Credits, as defined therein; provided, however, that the Insurer Parties did
not agree to assign to the Talc Personal Injury Trust, and will retain, all of their rights against
their reinsurers and/or retrocessionaires, in their capacities as such;
WHEREAS, pursuant to an October 17, 2017 Assignment of Claims (the “Zurich

Assignment of Claims”), Zurich and its affiliated companies previously assigned to Rio Tinto
and its affiliated companies any and all rights of recovery against third parties with respect to
sums already paid or thereafter paid under the Zurich Policies in connection with any lawsuit
filed against Imerys Talc America, Inc. in which the plaintiff alleges ovarian cancer and/or
bodily injury caused by exposure to products containing talc provided, distributed, or mined by
Luzenac America, Inc. or other entities divested by Rio Tinto and its affiliated companies to
Imerys Talc America, Inc. and/or its affiliated companies;
WHEREAS, Zurich acknowledges that, through the Zurich Assignment of Claims, it has
assigned to Rio Tinto and its affiliated companies any and all rights of subrogation, contribution
and/or indemnity arising out of the defense or payment of Talc Personal Injury Claims, but for
the avoidance of doubt, Zurich wishes to assign any remaining rights it may have;
THEREFORE, the Insurer Parties hereby assign to the Talc Personal Injury Trust the
Credits and the Future Credits; provided, however, that the Insurer Parties do not assign to the
Talc Personal Injury Trust, and do retain, all of their rights against their reinsurers and/or
retrocessionaires, in their capacities as such.
Rio Tinto America Inc.
By:
Printed Name:
Date:
Zurich American Insurance Company Inc.
By:
Printed Name:
Date:
EXHIBIT D
Cyprus Settlement Agreement

SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the “Cyprus Settlement Agreement”) is
entered into by and among Cyprus Mines Corporation (“Cyprus Mines”), Cyprus Amax
Minerals Company (“CAMC,” together with Cyprus Mines, “Cyprus”), Freeport-McMoRan
Inc. (“Freeport” and, together with Cyprus, the “Cyprus Parties”), on the one hand, and
Imerys Talc America, Inc. (“ITA”), Imerys Talc Vermont, Inc. (“ITV”), Imerys Talc Canada
Inc. (“ITC”), and, to the extent it becomes a debtor in the Imerys Chapter 11 Cases, Imerys
Talc Italy S.p.A. (“ITI”), the Tort Claimants’ Committee in the Imerys Chapter 11 Cases (the
“Tort Claimants’ Committee”), and James L. Patton as Future Claims Representative in the
Imerys Chapter 11 Cases (the “FCR”) on the other hand. Capitalized terms appearing in this
Cyprus Settlement Agreement that are not defined in this prefatory paragraph have the meanings
set out in Section 1 of this Cyprus Settlement Agreement.
RECITALS
WHEREAS, certain Talc Personal Injury Claims have been brought, and in the
future may be brought, against the Imerys Debtors and/or Cyprus seeking damages and other
relief for, among other things, alleged bodily injury;
WHEREAS, disputes have arisen as to the liabilities or obligations of the Imerys Debtors
and of Cyprus for Talc Personal Injury Claims;
WHEREAS, disputes have also arisen as to (a) the rights of the Imerys Debtors and of
Cyprus to seek coverage for Talc Personal Injury Claims under the Cyprus Talc Insurance
Policies and (b) the existence and scope of the rights of the Imerys Debtors and of Cyprus to
seek indemnification for Talc Personal Injury Claims from J&J;

WHEREAS, on February 13, 2019, ITA, ITV, and ITC filed voluntary petitions for relief
with the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, commencing their
respective chapter 11 cases;
WHEREAS, pursuant to the Imerys Plan, ITI will file its own Chapter 11 Case if the
Imerys Plan is accepted by the requisite percentages of holders of Talc Personal Injury Claims;
WHEREAS, the Imerys Debtors, on the one hand, and the Cyprus Parties, on the other
hand, while denying that they are liable for any injuries relating to the Talc Personal Injury Claims,
wish to fully and finally resolve their disputes as part of a global compromise and settlement to
be implemented through the Imerys Plan and the Cyprus Mines Plan; and
WHEREAS, the global compromise and settlement is intended: (a) to provide the Cyprus
Protected Parties with a full and comprehensive resolution and release of – and an injunction
channeling to the Talc Personal Injury Trust – any and all current and future potential liabilities,
at law or equity, arising out of or related to talc-related litigation claims that may be channeled,
released and/or enjoined under the Bankruptcy Code (including sections 105(a), 524(g), and
1141(d) of the Bankruptcy Code) and Rule 9019 of the Bankruptcy Rules, and (b) to resolve any
and all estate claims (including claims based on theories of veil piercing, successor liability or
conspiracy) that any of the Imerys Debtors, or Cyprus Mines as a debtor, could assert against
Cyprus Mines (in the case of the Imerys Debtors), CAMC, or any other Cyprus Protected Party;
NOW THEREFORE, in consideration of the foregoing, and in consideration of the other
mutual considerations, promises, releases, and covenants set forth below, the sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
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US-DOCS\120836835.1
1. ADDITIONAL DEFINITIONS
The following definitions apply to this Cyprus Settlement Agreement. The singular form
of a word includes the plural and vice versa; the disjunctive “or” is not exclusive and thus includes
the conjunctive “and”; all pronouns apply to the male, female, and neutral genders; the word “any”
includes the word “all” and vice versa; and the words “includes” and “including” are without
limitation.
1.1. “Affirmation Order” shall have the meaning set forth in the Imerys Plan.
1.2. “ATA” shall mean that certain Agreement of Transfer and Assumption (as
amended) dated June 5, 1992 between Cyprus Mines and Cyprus Talc Corporation (n/k/a Imerys
Talc America, Inc.).
1.3. “Bankruptcy Code” shall have the meaning set forth in the Imerys Plan.
1.4. “Bankruptcy Court” shall have the meaning set forth in the Imerys Plan.
1.5. “Bankruptcy Rules” shall have the meaning set forth in the Imerys Plan.
1.6. “Business Day” shall have the meaning set forth in the Imerys Plan.
1.7. “California Coverage Action” means the action captioned as Columbia
Casualty Co., et al. v. Cyprus Mines Corp., et al., No. CGC-17-560919 (Cal. Super. Ct.).
1.8. “CAMC Cash Payments” shall have the meaning set forth in Section 3.1 of this
Cyprus Settlement Agreement.
1.9. “CAMC Funding Loan” shall have the meaning set forth in Section 5.7 of this
1.10. “Cash” shall have the meaning set forth in the Imerys Plan.
1.11. “Channeling Injunction” shall mean the permanent injunction provided for in
the Imerys Plan and the Cyprus Plan with respect to Talc Personal Injury Claims against the
3
US-DOCS\120836835.1
Protected Parties to be issued pursuant to the Confirmation Order and the confirmation order in
the Cyprus Mines Bankruptcy, it being understood that the scope of the Channeling Injunction in
the Cyprus Mines Plan shall channel all Talc Personal Injury Claims as defined in the Cyprus
Mines Plan and shall otherwise be substantially similar to the Channeling Injunction in the Imerys
Plan.
1.12. “Claim,” when capitalized, shall have the meaning set forth in the Imerys Plan.
1.13. “CMAC” shall mean Climax Molybdenum Asia Corporation.
1.14. “Confirmation Date” shall have the meaning set forth in the Imerys Plan.
1.15. “Confirmation Order” shall have the meaning set forth in the Imerys Plan.
1.16. “Cyprus Affiliated Parties” shall have the meaning set forth in the Imerys Plan.
1.17. “Cyprus Contribution” shall have the meaning set forth in the Imerys Plan.
1.18. “Cyprus Indemnity Adversary Proceeding” shall mean Cyprus Mines
Corporation and Cyprus Amax Minerals Company v. Imerys Talc America, Inc., Imerys Talc
Vermont, Inc., Johnson & Johnson and Johnson & Johnson Consumer Inc., Adv. Pro. No. 20-
50626 (Bankr. D. Del.).
1.19. “Cyprus Indemnity Rights” shall mean (i) all of the Cyprus Parties’ rights to or
claims for indemnification, contribution (whether via any “other insurance” clauses or
otherwise), reimbursement or subrogation against any Person relating to the payment or defense
of any Talc Personal Injury Claim or other past talc-related claim channeled to the Talc Personal
Injury Trust prior to the Cyprus Trigger Date (the “Cyprus Credits”), and (ii) all of their rights
or claims for indemnification, contribution (whether via any “other insurance” clauses or
otherwise), reimbursement or subrogation against any Person relating to any other Talc Personal
Injury Claim or other claims channeled to the Talc Personal Injury Trust (the “Cyprus Future
4
US-DOCS\120836835.1
Credits”); provided, however, that the assertion of the Cyprus Credits or Cyprus Future Credits
against a Protected Party shall be subject to the Channeling Injunction, and nothing herein shall
impact the injunctions and releases otherwise inuring to the benefit of the Cyprus Protected
Parties under the terms of the Imerys Plan and Cyprus Plan; and provided further that, for the
avoidance of doubt, the Cyprus Indemnity Rights shall not include, and the assignment of such
rights shall not impair, the rights of any Talc Insurance Company.
1.20. “Cyprus Insurance Adversary Proceeding” shall mean Imerys Talc America,
Inc., et al. v. Cyprus Amax Minerals Company and Cyprus Mines Corporation, Adv. Pro. No.
19-50115 (Bankr. D. Del.).
1.21. “Cyprus Insurance Protocol” shall have the meaning set forth in the Imerys
Plan, it being understood that any changes to the Cyprus Insurance Protocol from that which is
set out in the Fifth Amended Imerys Plan must be consented to by the Parties hereto.
1.22. “Cyprus Mines Bankruptcy” shall have the meaning set forth in the Imerys Plan.
1.23. “Cyprus Mines Estate” means the estate created in the Cyprus Mines Bankruptcy
under section 541 of the Bankruptcy Code.
1.24. “Cyprus Mines Plan” shall have the meaning set forth in the Imerys Plan.
1.25. “Cyprus Mines Released Claims” shall have the meaning set forth in Section 4.3
of this Cyprus Settlement Agreement.
1.26. “Cyprus Parties” shall have the meaning set forth in the Imerys Plan.
1.27. “Cyprus Protected Parties” shall have the meaning set forth in the Imerys Plan.
1.28. “Cyprus Released Claims” shall have the meaning set forth in Section 4.1 of
this Cyprus Settlement Agreement and Section 12.2.1(d) of the Imerys Plan, it being understood
5
US-DOCS\120836835.1
that the Cyprus Mines Plan shall include a definition of “Cyprus Released Claims” substantially
similar to the definition in the Imerys Plan.
1.29. “Cyprus Settlement” means that certain comprehensive settlement by and
among the Cyprus Parties, the Debtors, the Tort Claimants’ Committee, and the FCR, the terms
of which are set forth in and implemented by the Imerys Plan, the Cyprus Mines Plan, and this
Cyprus Settlement Agreement, pursuant to which, in exchange for the Cyprus Contribution and
other good and valuable consideration, the Cyprus Protected Parties receive the benefit of the
releases, injunctions, and other protections set forth in the Imerys Plan, the Cyprus Mines Plan,
and this Cyprus Settlement Agreement
1.30. “Cyprus Talc Insurance Company” shall have the meaning set forth in the
Imerys Plan.
1.31. “Cyprus Talc Insurance Policy” shall have the meaning set forth in the Imerys
Plan.
1.32. “Cyprus Talc Insurance Policy Rights” shall mean (a) all rights, Claims,
benefits or causes of action held by the Cyprus Protected Parties with respect to the Cyprus Talc
Insurance Policies, including the right to receive proceeds; and (b) all rights, Claims, or causes
of action held by the Cyprus Protected Parties, including the right to receive proceeds, with
respect to any settlement agreements or coverage-in-place agreements to the extent those
agreements amend, modify, replace, or govern the rights and obligations of, and the coverage
afforded to, any or all of the Cyprus Protected Parties under any Cyprus Talc Insurance Policy.
For the avoidance of doubt, subject to Section 6.1 hereof, the right to receive proceeds under any
such agreements will not apply to any proceeds paid to a Cyprus Protected Party under such
agreements prior to the Cyprus Trigger Date.
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1.33. “Cyprus Trigger Date” shall have the meaning set forth in the Imerys Plan.
1.34. “Disclosure Statement” shall have the meaning set forth in the Imerys Plan.
1.35. “District Court” shall have the meaning set forth in the Imerys Plan.
1.36. “Document Access Agreement” shall have the meaning set forth in Section 8.3
1.37. “Estate Causes of Action” shall mean all actions, claims, rights remedies, defenses,
counterclaims, suit and causes of action that fall within the definition of “Estate Cause of Action”
in the Imerys Plan or in the Cyprus Mines Plan, as applicable, it being understood that the Cyprus
Mines Plan shall include a definition of “Estate Cause of Action” substantially similar to the
definition in the Imerys Plan.
1.38. “Execution Date” means the earliest date on which this Cyprus Settlement
Agreement has been signed by all Parties.
1.39. “Fifth Amended Imerys Plan” shall mean the Fifth Amended Joint Chapter 11
Plan of Reorganization of Imerys Talc America, Inc. and its Debtor Affiliates Under Chapter 11
of the Bankruptcy Code, Case No. 19-10289, D.I. 2673 (filed Dec. 22, 2020).
1.40. “Final Order” shall have the meaning set forth in the Imerys Plan.
1.41. “First Installment” shall have the meaning set forth in Section 3.1.1.1 of this
1.42. “Foreign Claims” shall have the meaning set forth in the Imerys Plan.
1.43. “Imerys Chapter 11 Cases” means the procedurally consolidated chapter 11
cases of the Imerys Debtors pending in the Bankruptcy Court and jointly administered as Case No.
19-10289 (LSS), and, if applicable, the chapter 11 case to be commenced by ITI.
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1.44. “Imerys Debtors” means ITA, ITV, ITC, and, to the extent it becomes a debtor
in the Imerys Chapter 11 Cases, ITI.
1.45. “Imerys Debtor Released Claims” shall have the meaning set forth in
Section 4.2 of this Cyprus Settlement Agreement.
1.46. “Imerys Effective Date” shall have the same meaning as the term “Effective Date”
in the Imerys Plan.
1.47. “Imerys Estates” means the estates created in the Imerys Chapter 11 Cases under
section 541 of the Bankruptcy Code.
1.48. “Imerys Plan” means the Seventh Amended Joint Chapter 11 Plan of
Bankruptcy Code, dated January 20, 2021 (ECF No. 2809), as the same may be amended or
modified from time to time pursuant to section 1127 of the Bankruptcy Code, and with Cyprus’
consent to the extent required by the Imerys Plan.
1.49. “Imerys Plan Supplement” shall have the same meaning as the term “Plan
Supplement” in the Imerys Plan.
1.50. “J&J” shall have the meaning set forth in the Imerys Plan.
1.51. “Minimum Liquidity Covenant” shall have the meaning set forth in Section 3.2
1.52. “Parties” shall mean the Cyprus Parties, the Imerys Debtors, the Tort Claimants’
Committee and the FCR (and each, individually, a “Party”).
1.53. “PDC Agreement” shall have the meaning set forth in the Imerys Plan.
1.54. “Person” shall have the meaning set forth in the Imerys Plan.
1.55. “Plan Documents” shall have the meaning set forth in the Imerys Plan.
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1.56. “Protected Party” shall have the meaning set forth in the Imerys Plan.
1.57. “Reorganized Imerys Debtors” shall have the same meaning as the term
“Reorganized Debtors” in the Imerys Plan.
1.58. “Section 105 Injunction” shall mean an injunction pursuant to Section 105 of
the Bankruptcy Code entered in the Imerys Chapter 11 Cases against the commencement or
continuation of any Talc Personal Injury Claims against Cyprus Mines and CAMC. The
Section 105 Injunction shall be effective on an interim basis and terminate, absent extension by
the Bankruptcy Court, if the Confirmation Order confirming the Imerys Plan, and incorporating
the Cyprus Settlement, is not entered by June 30, 2021. In the event the Imerys Plan is approved
by the Bankruptcy Court by June 30, 2021, the Section 105 Injunction shall extend through at
least September 30, 2021, subject to further extension by the Bankruptcy Court.
1.59. “Supplemental Settlement Injunction Order” shall have the meaning set forth
in the Imerys Plan.
1.60. “Talc Insurance Company” shall have the meaning set forth in the Imerys Plan.
1.61. “Talc Personal Injury Claim” shall mean any Claim or Talc Personal Injury
Demand (as such terms are defined in the Imerys Plan or the Cyprus Mines Plan) that falls within
the definition of “Talc Personal Injury Claim” in the Imerys Plan or in the Cyprus Mines Plan, it
being understood that the Cyprus Mines Plan shall include a definition of “Talc Personal Injury
Claim” that includes claims, with respect to any manner of alleged bodily injury, death, sickness,
disease or alleged disease process, emotional distress, fear of cancer, medical monitoring, or any
other alleged personal injuries (whether physical, emotional or otherwise), against any Cyprus
Protected Party that directly or indirectly arise out of or relate to the alleged acts or omissions of
Cyprus Mines, or any other entity for whose conduct Cyprus Mines has or is alleged to have
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liability, relating to talc or talc-related products. As in the Imerys Plan, the definition of “Talc
Personal Injury Claim” in the Cyprus Mines Plan shall include Indirect Talc Personal Injury
Claims as defined in the Cyprus Mines Plan.
1.62. “Talc Personal Injury Trust” shall have the meaning set forth in the Imerys Plan.
1.63. “Trust Distribution Procedures” shall have the meaning set forth in the Imerys
Plan.
2. CONDITIONS TO EFFECTIVENESS
2.1. This Cyprus Settlement Agreement shall become effective and binding on the
earliest date on which all of the following conditions precedent have occurred, provided,
however, that any of the conditions precedent set out in Sections 2.1.1 through 2.1.8 below may
be waived pursuant to a writing signed by each Party (if before the Imerys Effective Date), or
signed by each of the Cyprus Parties and the Talc Personal Injury Trust (if after the Imerys
Effective Date) on a prospective or retroactive basis:
2.1.1. Each Party executes this Cyprus Settlement Agreement;
2.1.2. The Imerys Debtors seek the Section 105 Injunction no later than
January 21, 2021;
2.1.3. The Bankruptcy Court enters the Section 105 Injunction by February [28],
2021;
2.1.4. The Bankruptcy Court confirms the Imerys Plan, including approval of the
Cyprus Settlement, by June 30, 2021;
2.1.5. A bankruptcy court confirms the Cyprus Mines Plan, including approval
of the Cyprus Settlement, by September 30, 2021;
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2.1.6. The District Court enters the Affirmation Order with respect to the Imerys
Plan and the Affirmation Order becomes a Final Order;
2.1.7. A district court enters an affirmation order with respect to the Cyprus
Mines Plan and that affirmation order becomes a Final Order;
2.1.8. The other conditions precedent set forth in Section 9.2 of the Imerys Plan
and substantially similar conditions in the Cyprus Mines Plan have been
satisfied or waived in accordance with the terms of the applicable plan;
2.1.9. The Imerys Effective Date has occurred; and
2.1.10. The Cyprus Trigger Date has occurred.
3. CYPRUS CONTRIBUTION
3.1. CAMC Cash Payments
3.1.1. Following the Cyprus Trigger Date, pursuant to an unsecured seven-year
promissory note, issued by CAMC, for and on behalf of itself, Cyprus Mines, and all other
Cyprus Protected Parties, in favor of the Talc Personal Injury Trust, with a stated principal
amount of $130 million as of the Cyprus Trigger Date, CAMC will pay, or cause to be paid,
a total of $130 million in Cash, via wire transfers, to the Talc Personal Injury Trust
(the “CAMC Cash Payments”) in seven installments, where each subsequent payment
shall be made on or before the anniversary of the first payment. The sum of the first three
payments shall be $65 million, and the sum of the next four payments shall be $65 million.
Each payment shall be made no later than as set forth in the following schedule:
 Within thirty (30) days after the Cyprus Trigger Date: $21.67 million
(the “First Installment”);
 1-year anniversary of the First Installment: $21.67 million;
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 5-year anniversary of the First Installment: $16.25 million; and
 6-year anniversary of the First Installment: $16.25 million.
3.1.2. Prior to the Cyprus Trigger Date, the Talc Personal Injury Trust shall
provide the Cyprus Parties with a Form W-9 containing the Talc Personal Injury Trust’s
tax identification number and bank account information sufficient to make the required
wire transfers to the Talc Personal Injury Trust.
3.1.3. Payment of the CAMC Cash Payments by CAMC, for and on behalf of
itself, Cyprus Mines, and all other Cyprus Protected Parties, shall not be reduced or affected
by any payments the Cyprus Parties may have made in connection with Talc Personal
Injury Claims prior to the Cyprus Trigger Date.
3.1.4. The releases and injunctions contained in the Imerys Plan, this Cyprus
Settlement Agreement, and the Confirmation Order with respect to the Cyprus Protected
Parties shall dissolve immediately should any of the CAMC Cash Payments (or, if
required by the guarantee in Section 3.2.1, any payments from Freeport) not be received
by the Talc Personal Injury Trust within thirty (30) days of a true and accurate written
notice from the Talc Personal Injury Trust to CAMC and Freeport in accordance with
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Section 14.8 that such payment was due and not made by the applicable deadline set forth
in Section 3.1.1.
3.2. Freeport Guarantee of CAMC Obligations
3.2.1. Freeport shall provide a guarantee of the CAMC Cash Payments and shall
be subject to a minimum liquidity covenant of not less than $500 million tested as of the
end of each of its fiscal quarters (the “Minimum Liquidity Covenant”).
3.2.2. If Freeport fails to meet the Minimum Liquidity Covenant in respect of any
such fiscal quarter before CAMC has paid the $130 million in full, Freeport will post
security in favor of the Talc Personal Injury Trust in respect of the Cyprus Parties’
obligations under Section 3 in the form of a performance bond, letter of credit, or other
similar instrument for all remaining cash payments.
3.2.3. For purposes of this Section 3.2, “liquidity” means the sum of unrestricted
cash of Freeport and its consolidated subsidiaries as of the applicable test date, plus
availability under Freeport’s revolving credit facilities at such time.
3.3. Transfer of the Cyprus Talc Insurance Policies
3.3.1. On the Cyprus Trigger Date, or promptly thereafter (not to exceed five (5)
Business Days), the Cyprus Parties shall execute and deliver to the Talc Personal Injury
Trust an Assignment of Rights substantially in the form of Exhibit A assigning and
transferring to the Talc Personal Injury Trust any and all of the Cyprus Talc Insurance
Policy Rights, and any and all Cyprus Indemnity Rights.
3.3.2. Upon the occurrence of the Cyprus Trigger Date, the Talc Personal Injury
Trust will assume all present and future obligations associated with recovering proceeds
under the Cyprus Talc Insurance Policies; provided that solely to the extent that the Talc
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Personal Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound by
the PDC Agreement, the Talc Personal Injury Trust shall abide by the terms of the PDC
Agreement; provided further that unless otherwise stated in the Imerys Plan or this
Cyprus Settlement Agreement, the Talc Personal Injury Trust obligations shall not
include any obligations undertaken by any Cyprus Protected Party in any settlement
agreement or other contract compromising or releasing any rights under any Cyprus Talc
Insurance Policy.
3.3.3. Within five (5) Business Days of the Cyprus Trigger Date, CAMC shall
deliver an officer’s certificate representing that the Cyprus Protected Parties do not have
insurance policies issued prior to June 30, 1992 that may provide coverage for any Talc
Personal Injury Claim other than the Cyprus Talc Insurance Policies.
3.3.4. Following the Cyprus Trigger Date, the Cyprus Protected Parties agree not
to assert, file, or pursue any claim seeking contribution or indemnity against any Person
in order to recover any proceeds of the Cyprus Talc Insurance Policies.
3.3.5. The Cyprus Protected Parties shall assist and cooperate with the Talc
Personal Injury Trust as may be reasonably necessary for the pursuit of coverage under
the Cyprus Talc Insurance Policies, including with respect to the California Coverage
Action. Such assistance shall include, at least, using commercially reasonable efforts to
provide all information and documentation reasonably necessary to assert all rights under
the Cyprus Talc Insurance Policies, including: (a) non-privileged communications with
the Cyprus Talc Insurance Companies regarding the Cyprus Talc Insurance Policies; (b)
documents sufficient to show, and proof of, all amounts paid under the Cyprus Talc
Insurance Policies, including for defense costs, judgments, or settlements of claims; and
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(c) non-privileged communications with other third parties relating to the Cyprus Talc
Insurance Policies, any rights thereunder, or any claims or defenses related thereto;
provided, however, that such assistance will not extend to any documents or information
that are subject to any applicable privilege, including attorney-client privilege, common-
interest privilege, or mediation privilege, or to the work-product doctrine, and will be
provided subject to the requirements of any existing confidentiality agreements, unless
modified or waived by the necessary parties, and provided further that nothing in this
Section 3.3.5 shall require any of the Cyprus Protected Parties to take any action that
would expose them to liability, including for breach of confidentiality obligations.
3.4. Cyprus Insurance Protocol. The Talc Personal Injury Trust shall comply with
the Cyprus Insurance Protocol.
4. RELEASES
4.1. Release of the Cyprus Released Claims. Effective upon the Cyprus Trigger Date
(and subject to Section 9 herein), for good and valuable consideration, the adequacy of which is
hereby confirmed, the Imerys Debtors, on their own behalf and as representatives of their
respective Imerys Estates, and the Reorganized Imerys Debtors, and any of their successors, are
deemed to irrevocably and unconditionally, fully, finally, and forever waive, release, acquit, and
discharge each and all of the Cyprus Protected Parties of and from (a) all Estate Causes of Action
and (b) any and all claims, causes of action, suits, costs, debts, liabilities, obligations, dues, sums
of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements,
promises, damages, judgments, executions and demands whatsoever, of whatever kind or nature
(including those arising under the Bankruptcy Code), whether known or unknown, suspected or
unsuspected, in law or in equity, which the Imerys Debtors, the Imerys Estates, and the
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Reorganized Imerys Debtors have, had, may have, or may claim to have against any of the Cyprus
Protected Parties, directly or indirectly arising out of, with respect to, or in any way relating to any
Talc Personal Injury Claim, including any and all claims and causes of action asserted or assertable
in the Cyprus Insurance Adversary Proceeding and the Cyprus Indemnity Adversary Proceeding
(collectively, the “Cyprus Released Claims”).
4.2. Release of Imerys Debtor Released Claims. Effective upon the occurrence of the
Cyprus Trigger Date (and subject to Section 9 herein), for good and valuable consideration, the
adequacy of which is hereby confirmed, the Cyprus Protected Parties shall be deemed to
the Imerys Debtors, the Imerys Estates, the Reorganized Imerys Debtors, and (other than as
provided in the Imerys Plan) the Talc Personal Injury Trust from any and all claims, causes of
action, suits, costs, debts, liabilities, obligations, dues, sums of money, accounts, reckonings,
bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments,
executions and demands whatsoever, of whatever kind or nature (including those arising under the
Bankruptcy Code), whether known or unknown, suspected or unsuspected, in law or in equity,
which the Cyprus Protected Parties have, had, may have, or may claim to have against any of the
Imerys Debtors, the Imerys Estates, the Reorganized Imerys Debtors, or (other than as provided in
the Imerys Plan) the Talc Personal Injury Trust directly or indirectly arising out of, with respect
to, or in any way relating to any Talc Personal Injury Claim, including any and all claims and
causes of action asserted or assertable in the Cyprus Insurance Adversary Proceeding and the
Cyprus Indemnity Adversary Proceeding (collectively, the “Imerys Debtor Released Claims”).
For avoidance of doubt, nothing in this Section 4.2 shall affect or impair any Cyprus Protected
Party’s rights, causes of action or claims against J&J.
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4.3. Release by Cyprus Mines of Cyprus Protected Parties. Effective upon the
Cyprus Trigger Date (and subject to Section 9 herein), for good and valuable consideration, the
adequacy of which is hereby confirmed, Cyprus Mines, on its own behalf and on behalf of the
Cyprus Mines Estate, is deemed to irrevocably and unconditionally, fully, finally, and forever
waive, release, acquit, and discharge each and all of the Cyprus Protected Parties of and from
(a) all Estate Causes of Action and (b) any and all claims, causes of action, suits, costs, debts,
liabilities, obligations, dues, sums of money, accounts, reckonings, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments, executions and demands
whatsoever, of whatever kind or nature (including those arising under the Bankruptcy Code),
whether known or unknown, suspected or unsuspected, in law or in equity, which Cyprus Mines
or the Cyprus Mines Estate has, had, may have, or may claim to have against any of the Cyprus
Protected Parties, directly or indirectly arising out of, with respect to, or in any way relating to any
Talc Personal Injury Claim (collectively, the “Cyprus Mines Released Claims”).
4.4. Unknown or Future Claims. The Parties expressly acknowledge that there may
be changes in the law or the Parties may hereafter discover facts different from, or in addition to,
those that they now believe to be true with respect to any and all of the claims released in Sections
4.1, 4.2, and 4.3 above. Nevertheless, the Parties hereby agree that (subject to Section 9 of this
Cyprus Settlement Agreement) the releases set forth in Sections 4.1, 4.2, and 4.3 above shall be
and remain effective in all respects, notwithstanding any changes in the law or the discovery of
such additional or different facts. In addition, the Parties acknowledge that they have been advised
by their respective legal counsel regarding, and are familiar with, the provisions of section 1542
of the California Civil Code, which provides:
A general release does not extend to claims that the creditor or releasing
party does not know or suspect to exist in his or her favor at the time of
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executing the release, and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released
party.
The Parties expressly waive and relinquish any and all rights or benefits they have or may have
under California Civil Code § 1542 and under any other federal or state statute, rule, law, or
common law principle of similar effect, as to the releases given in this Cyprus Settlement
Agreement, to the full extent that such right or benefit may be lawfully waived. In connection
with the waiver and relinquishment of rights or benefits under California Civil Code § 1542 or any
other federal or state statute, rule, law or common law principle of similar effect, each Party
acknowledges that it fully understands that facts may later be discovered in addition to or different
from those facts which are now known or believed to be true with respect to the subject matter of
this Cyprus Settlement Agreement, and that it is that Party’s intention hereby to fully, finally and
forever release all claims and rights, known or unknown, suspected or unsuspected, which now
exist, may exist in the future, and/or have ever existed in the past, as to the matters released in
Sections 4.1, 4.2, and 4.3 of this Cyprus Settlement Agreement.
4.5. Releases Cumulative. For the avoidance of doubt, the releases contained in this
Section 4 are cumulative of any applicable releases contained in the Imerys Plan and the Cyprus
Mines Plan.
4.6. Other Rights and Obligations Under This Cyprus Settlement Agreement Not
Affected. The releases set forth in Section 4 of this Cyprus Settlement Agreement are not intended
to, and shall not, extend to or otherwise release any of the respective rights, privileges, benefits,
duties, or obligations of the Parties pursuant to or arising from this Cyprus Settlement Agreement,
the Imerys Plan, or the Cyprus Mines Plan.
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5. CYPRUS MINES BANKRUPTCY
5.1. The Cyprus Mines Plan shall be in a form and substance reasonably acceptable to
the Imerys Debtors, the Tort Claimants’ Committee and the FCR, respectively and as applicable,
with respect to each provision that is material to the Imerys Debtors, the Tort Claimants’
Committee or the FCR’s rights and obligations in connection with the Cyprus Settlement. The
Cyprus Mines Plan, the proposed confirmation order in the Cyprus Mines Bankruptcy, and the
proposed affirmation order in the Cyprus Mines Bankruptcy shall be in form and substance
acceptable to CAMC.
5.2. The Imerys Debtors, Tort Claimants’ Committee, and FCR agree to take all
reasonable and necessary steps to obtain approval of the Cyprus Settlement in the Imerys
Chapter 11 Cases. The Tort Claimants’ Committee and FCR also agree to take all reasonable
and necessary steps to obtain approval of the Cyprus Settlement in the Cyprus Mines
Bankruptcy. The Tort Claimants’ Committee, FCR, and the Cyprus Parties shall cooperate in
good faith to seek entry of a confirmation order in the Cyprus Mines Bankruptcy and an
affirmation order in the Cyprus Mines Bankruptcy that are each consistent with this Cyprus
Settlement Agreement.
5.3. The Parties shall coordinate the preparation and filing of the Imerys Plan and the
Cyprus Mines Plan to the maximum extent possible, provided that such coordination is not the
cause for delay of the Imerys Debtors’ confirmation schedule as approved by the Bankruptcy
Court.
5.4. The Cyprus Mines Plan will provide that (a) unsecured claims against Cyprus
Mines other than Talc Personal Injury Claims, including any environmental and pension claims,
will proceed through the bankruptcy and be unimpaired and (b) the equity of CAMC in Cyprus
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Mines and Cyprus Mines’ equity in CMAC shall not be affected or impaired, except to the extent
that equity in Cyprus Mines is pledged to the Talc Personal Injury Trust.
5.5. Prior to the Cyprus Trigger Date, Cyprus Mines shall provide the Tort Claimants’
Committee and the FCR with diligence showing the current assets and value of CMAC.
5.6. Absent the consent of the other Parties hereto, Cyprus Mines and CAMC agree
that they shall not seek, pursuant to Section 105 of the Bankruptcy Code or otherwise, any
interim injunctive protection applicable to any Talc Personal Injury Claim in connection with
the Cyprus Mines Bankruptcy for the benefit of any party other than a Cyprus Protected Party.
5.7. CAMC will provide superpriority debtor-in-possession financing to Cyprus Mines,
on an unsecured basis, to fund the reasonable administrative expenses of the Cyprus Mines
Bankruptcy, including the fees and expenses of a tort claimants’ committee and future claims
representative in the Cyprus Mines Bankruptcy (the “CAMC Funding Loan”). Subject to
Section 5.8 hereof, the CAMC Funding Loan will be in an amount reasonable and necessary to
effectuate the Cyprus Settlement and consistent with customary terms and conditions. The CAMC
Funding Loan may not be used for purposes inconsistent with this Cyprus Settlement Agreement,
including for pursuit of litigation against any Cyprus Protected Parties. The CAMC Funding Loan
(including any and all fees, costs, and expenses) will be forgiven upon the effective date of the
Cyprus Mines Plan and the effectiveness of all associated releases and injunctions.
5.8. Notwithstanding any other provision hereof, CAMC shall not be obligated to
provide total financing in excess of $15 million (the “Funding Commitment”) in connection with
the CAMC Funding Loan or to fund other expenses allocable to CAMC, Cyprus Mines or the
Cyprus Mines Estate under Section 7 hereof.
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5.9. The Cyprus Mines Plan will contain the broadest releases and channeling
injunctions permitted by sections 105(a), 524(g), and 1141(d)(1) of the Bankruptcy Code so as
to prevent the assertion of any further Talc Personal Injury Claims of any kind against any
Cyprus Protected Party. The intent of the Parties is to provide the Cyprus Protected Parties with
“global peace” from any further talc-related litigation.
5.10. The Cyprus Mines Plan shall provide the following provisions or other equivalent
provisions and protections, consistent with or parallel to the analogous provisions in the Imerys
Plan:
5.10.1. The definition of “Estate Causes of Action” shall include causes of action
against the Imerys Debtors, the Imerys Estates, and the Reorganized Imerys
Debtors;
5.10.2. The definition of “Released Parties” shall include the Imerys Debtors, the
Imerys Estates, and the Reorganized Imerys Debtors;
5.10.3. The definition of “Protected Parties” shall include the Imerys Debtors, the
Imerys Estates, and the Reorganized Imerys Debtors;
5.10.4. This Cyprus Settlement Agreement shall be an exhibit to the Cyprus Mines
Plan or included as part of the Cyprus Mines Plan Supplement;
5.10.5. The “Indemnification of Protected Parties” provision of the Cyprus Mines
Plan shall provide for the indemnification of the Imerys Debtors, the
Imerys Estates and the Reorganized Imerys Debtors;
5.10.6. The “Releases by Debtor and the Estate” provision of the Cyprus Mines
Plan shall protect the Imerys Debtors, the Imerys Estates, and the
Reorganized Imerys Debtors;
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5.10.7. The “Releases by Holders of Claims” provision of the Cyprus Mines Plan
shall protect the Imerys Debtors, the Imerys Estates, and the Reorganized
Imerys Debtors;
5.10.8. The “Injunction Related to Releases” provision of the Cyprus Mines Plan
shall protect the Imerys Debtors, the Imerys Estates and the Reorganized
Imerys Debtors;
5.10.9. The “Channeling Injunction” provision of the Cyprus Mines Plan shall
protect the Imerys Debtors, the Imerys Estates, and the Reorganized
Imerys Debtors;
5.10.10. The Cyprus Mines Plan shall contain a provision substantially similar to
the “Supplemental Settlement Injunction Order” provision of the Imerys
Plan, and such provision shall protect the Imerys Debtors, the Imerys
Estates, and the Reorganized Imerys Debtors; and
5.10.11. Proposed findings of fact and conclusions of law consistent with the relief
to be provided to the Imerys Debtors, their Estates, and the Reorganized
Imerys Debtors as set forth herein shall be included in the proposed order
approving the Cyprus Mines Plan.
6. IMERYS CHAPTER 11 CASE
6.1. Following the entry of the Section 105 Injunction, as to all claims and lawsuits
against Cyprus Mines and CAMC that are enjoined or stayed, and to the extent such injunctions
or stays are and remain in place, Cyprus shall take all reasonable steps to avoid taking actions that
would reduce the available limits of the Cyprus Talc Insurance Policies.
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6.2. The Parties shall cooperate in good faith to seek entry of the Confirmation Order
and Affirmation Order in the Imerys Chapter 11 Cases. The Imerys Plan, Confirmation Order,
and Affirmation Order shall be in form and substance acceptable to CAMC and Cyprus Mines,
respectively and as applicable, with respect to each provision that is material to CAMC’s or Cyprus
Mines’ rights and obligations in connection with the Cyprus Settlement.
6.3. The Imerys Plan shall include all terms that are material to the Cyprus Settlement
that were first included in the Fifth Amended Imerys Plan, including at least the following
provisions, and other terms necessary to effectuate the releases and protections to be afforded to
the Cyprus Protected Parties pursuant to this Cyprus Settlement Agreement:
6.3.1. The definition of “Estate Causes of Action” shall include causes of action
against Cyprus Protected Parties.
6.3.2. The definition of “Released Parties” shall include the Cyprus Protected
Parties.
6.3.3. The definition of “Protected Parties” shall include the Cyprus Protected
Parties.
6.3.4. This Cyprus Settlement Agreement shall be attached to the Imerys Plan.
6.3.5. The “Indemnification of Protected Parties” provision shall include the
Cyprus Protected Parties. For the avoidance of doubt, the indemnification
of the Cyprus Protected Parties shall not extend to Foreign Claims.
6.3.6. The “Releases by Debtors and Estates” provision of the Imerys Plan shall
protect the Cyprus Protected Parties, and a subsection of the Imerys Plan
shall include a provision relating to “Cyprus Released Claims” that is
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analogous to the “Imerys Released Claims” and “Rio Tinto/Zurich
Released Claims” provisions as contained therein.
6.3.7. The “Releases by Holders of Claims” provision of the Imerys Plan shall
protect the Cyprus Protected Parties.
6.3.8. The “Injunction Related to Releases” provision of the Imerys Plan shall
protect the Cyprus Protected Parties.
6.3.9. The “Channeling Injunction” provision of the Imerys Plan shall protect
the Cyprus Protected Parties.
6.3.10. The “Supplemental Settlement Injunction Order” provision of the Imerys
Plan shall protect the Cyprus Protected Parties.
6.3.11. The Talc Personal Injury Trust shall assume the liabilities, obligations,
and responsibilities of the Imerys Debtors and the Cyprus Protected
Parties for all Talc Personal Injury Claims, financial or otherwise,
including Indirect Talc Personal Injury Claims.
6.3.12. Proposed findings of fact and conclusions of law consistent with the relief
to be provided to the Cyprus Protected Parties as set forth herein shall be
included in the proposed order approving the Imerys Plan.
6.4. On and after December 22, 2020, (a) the Cyprus Protected Parties shall stay and
cease prosecuting all adversary proceedings, proofs of claim, objections, discovery demands and
discovery disputes, and any other litigation against the Imerys Debtors, the Tort Claimants’
Committee, and the FCR, and (b) the Imerys Debtors, the Tort Claimants’ Committee, and the
FCR shall stay and cease prosecuting all adversary proceedings, proofs of claim, objections,
discovery demands and discovery disputes, and any other litigation against Cyprus Mines and the
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other Cyprus Protected Parties; provided that the Imerys Debtors shall be permitted to file a proof
of claim in the Cyprus Mines Bankruptcy solely to preserve their rights pending the Cyprus
Trigger Date; provided further that, for the avoidance of doubt, the filing of the Imerys Plan shall
not stay, delay, or otherwise prevent the adjudication of any adversary proceedings or claims of
the Cyprus Protected Parties against J&J.
6.5. Upon occurrence of the Cyprus Trigger Date, (a) the Cyprus Protected Parties
shall release, dismiss and withdraw all claims against the Imerys Debtors arising out of, with
respect to, or in any way relating to any Talc Personal Injury Claim, including without limitation
all indemnity claims, and (b) the Imerys Debtors shall release, dismiss and withdraw all claims
against Cyprus Mines and the other Cyprus Protected Parties arising out of, with respect to, or in
any way relating to any Talc Personal Injury Claim, including all indemnity claims. The foregoing
dismissals and withdrawals shall be without prejudice to re-filing, and all releases shall be void
and all released claims may be reinstated, if and only if the Affirmation Order or the affirmation
order in the Cyprus Mines Bankruptcy fails to become a Final Order.
6.6. Except to contend that any of the Parties hereto have breached this Cyprus
Settlement Agreement, or to address any changes to the Imerys Plan or the Plan Documents
materially impacting the rights of any Cyprus Protected Party or treatment of their Claims against
the Imerys Debtors, the Cyprus Protected Parties shall not object to the Imerys Plan or seek any
formal discovery from the Imerys Debtors, the Tort Claimants’ Committee, or the FCR (and the
Imerys Debtors, the Tort Claimants’ Committee, and the FCR shall not seek formal discovery from
the Cyprus Protected Parties) with respect to the Imerys Plan. Within three (3) days following the
Execution Date, any pending objections of the Cyprus Parties to the Imerys Plan and Disclosure
Statement shall be deemed withdrawn. Such withdrawals shall be without prejudice until the
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occurrence of the Cyprus Trigger Date, at which time such withdrawals shall be deemed to be with
prejudice. For the avoidance of doubt, in the event that this Cyprus Settlement Agreement is
terminated or is no longer effective, this Section 6.6 shall no longer be effective and shall not
prejudice the Cyprus Protected Parties’ rights to take any of the actions described in this
Section 6.6.
6.7. On the Imerys Effective Date, the rights and obligations of the Imerys Debtors
under this Cyprus Settlement Agreement shall be deemed to have been assigned and transferred
to the Talc Personal Injury Trust without need of further action by any Party or Person, and the
Talc Personal Injury Trust shall be bound by all of the provisions of this Cyprus Settlement
Agreement. The Reorganized Imerys Debtors shall continue to be bound by this Cyprus
Settlement Agreement and shall retain the obligations and benefits hereunder to the extent
consistent with the Imerys Plan.
6.8. Solely in the event the conditions to effectiveness described in Section 2 of this
Cyprus Settlement Agreement do not occur and are not waived, the stays described in
Sections 6.5 and 6.6 shall be lifted and the Cyprus Protected Parties, on the one hand, and the
Imerys Debtors, on the other hand: (a) shall be fully entitled to prosecute and seek recovery on
all claims against one another, including under the Trust Distribution Procedures (as applicable),
and in the interim may take any necessary action to avoid forfeitures or waivers of such claims;
and (b) notwithstanding any prior actions or omissions, may opt out of any consensual release
in the respective plans.
7. ALLOCATION OF PROFESSIONAL FEES
7.1. Cyprus Mines shall pay the reasonable fees and expenses of professionals for the
TCC and FCR incurred on or after December 22, 2020, including to the extent those
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professionals act in unofficial capacities on behalf of Cyprus Mines tort claimants prior to the
Cyprus Mines Bankruptcy, in connection with preparation for Cyprus Mines’ bankruptcy case,
including preparation of its plan, disclosure statement and related documents. Cyprus Mines
shall provide reasonable retainers for Robinson & Cole LLP, Young Conaway Stargatt & Taylor,
LLP, Willkie Farr & Gallagher LLP and Gilbert LLP for work in advance of the Cyprus Mines
Bankruptcy on behalf of tort claimants against Cyprus Mines and the proposed representative of
future tort claimants against Cyprus Mines.
7.2. Any and all reasonable and documented fees and expenses incurred by the Tort
Claimants’ Committee and the FCR in the Imerys Chapter 11 Cases on or after December 22,
2020 related exclusively to the Cyprus Settlement or the defense of same will be paid by CAMC.
For the avoidance of doubt, this includes the costs of litigating any objection made to the approval
or implementation of this Cyprus Settlement Agreement by any entity in the Imerys Chapter 11
Case.
7.3. Any and all reasonable and documented fees and expenses incurred by the Tort
Claimants’ Committee and the FCR in the Imerys Chapter 11 Cases defending objections or for
other work that the Parties reasonably determine, in good faith, materially relates to both to the
Cyprus Settlement and to other aspects of the Imerys Plan shall be allocated equally between the
CAMC and the Imerys Estates (50% to each) until CAMC has expended $2.5 million under this
Section 7.3.
7.4. After CAMC has expended $2.5 million under Section 7.3, then fees and expenses
in the category described in Section 7.3 shall be allocated equitably between CAMC and the
Imerys Estates based on the relative benefit to the Cyprus Protected Parties, on the one hand, and
the Imerys Estates, on the other.
27
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7.5. Fees or expenses relating to the Imerys Plan that do not relate in any material
respect to the Cyprus Protected Parties and the Cyprus Settlement will be allocated solely to the
Imerys Estates and not to Cyprus Mines or CAMC.
7.6. The Parties will negotiate in good faith to resolve disputes regarding assignment of
fees and expenses among the categories above. Absent agreement, the Parties will submit to
accelerated binding arbitration of disputes by Lawrence Pollack using a streamlined process to be
determined in consultation with Mr. Pollack.
7.7. For the avoidance of doubt, all fees and expenses paid by CAMC under this
Section 7 shall be counted towards the $15 million Funding Commitment limit set forth in
Section 5.8.
8. COOPERATION
8.1. Each Party shall use its reasonable efforts to obtain approval of this Cyprus
Settlement Agreement. In the event that any action or proceeding is commenced or prosecuted by
any Person to invalidate or prevent the approval, validation, enforcement, or carrying out of all or
any provisions of this Cyprus Settlement Agreement, the Parties mutually agree to cooperate in
opposing such action or proceeding.
8.2. Each of the Parties shall reasonably cooperate with each of the other Parties in
responding to or opposing any motion, objection, claim, assertion, or argument by any Person that
this Cyprus Settlement Agreement is not binding, or should be avoided, or that valuable and fair
consideration or reasonably equivalent value has not been exchanged pursuant to this Cyprus
8.3. On the Cyprus Trigger Date, Cyprus Mines, CAMC and the Talc Personal Injury
Trust shall enter into an agreement (the “Document Access Agreement”) whereby (i) certain
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books and records of the Cyprus Protected Parties will be transferred, or otherwise made available,
to the Talc Personal Injury Trust, and (ii) the Cyprus Protected Parties will reasonably cooperate
with the Talc Personal Injury Trust with respect to all rights and causes of action assigned or
contributed to the Talc Personal Injury Trust, including claims related to insurance or indemnity
rights transferred to the Talc Personal Injury Trust against any Talc Insurance Company or J&J;
provided that nothing in this Section 8.3 shall require any of the Cyprus Protected Parties to take
any action that would expose them to liability. The Document Access Agreement shall be filed
by no later than the date of filing of the Plan Supplement in the Cyprus Mines Bankruptcy.
9. VOIDABILITY
9.1. This Cyprus Settlement Agreement shall be rendered null and void, as applicable,
if any of the following contingencies occur, provided, however, that any of the contingencies set
out in Sections 9.1.1 through 9.1.4 may be waived by the Parties pursuant to a writing signed by
each Party (if before the Imerys Effective Date, including the Tort Claimants Committee and the
FCR; if after the Imerys Effective Date, including the Talc Personal Injury Trust):
9.1.1. The entry of a Confirmation Order by the Bankruptcy Court, or of an
Affirmation Order by the District Court, confirming or affirming the confirmation of a
Chapter 11 plan of reorganization for the Imerys Debtors that is not the Imerys Plan;
9.1.2. The entry of a confirmation order by a bankruptcy court, or of an affirmation
order by a district court, confirming or affirming the confirmation of a Chapter 11 plan of
reorganization for Cyprus Mines that does not incorporate the terms of the Cyprus
Settlement as set forth in this Cyprus Settlement Agreement and the Imerys Plan;
9.1.3. The entry by the Bankruptcy Court or District Court of an order denying
approval of the Cyprus Settlement or of this Cyprus Settlement Agreement, including an
29
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order denying approval of the Imerys Plan to the extent it incorporates the Cyprus
Settlement or the Cyprus Mines Plan to the extent it incorporates the Cyprus Settlement;
9.1.4. The entry by the Bankruptcy Court, prior to the Imerys Effective Date, of a
Final Order converting the Imerys Chapter 11 Cases into cases under Chapter 7 of the
Bankruptcy Code or dismissing the Imerys Chapter 11 Cases;
9.1.5. The non-occurrence of any of the conditions set forth in Section 2.1,
including:
 Each Party executes this Cyprus Settlement Agreement;
 The Imerys Debtors seek the Section 105 Injunction no later than
January 21, 2021;
 The Bankruptcy Court enters the Section 105 Injunction by
February [28], 2021;
 The Bankruptcy Court confirms the Imerys Plan, including approval
of the Cyprus Settlement, by June 30, 2021;
 A bankruptcy court confirms the Cyprus Mines Plan, including
approval of the Cyprus Settlement, by September 30, 2021;
9.1.6. The entry by the Bankruptcy Court, prior to the Imerys Effective Date, of a
Final Order appointing a trustee or an examiner substantially possessing the rights, powers,
and duties of a bankruptcy trustee in the Imerys Chapter 11 Cases; or
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9.1.7. The entry by the Bankruptcy Court of a Final Order appointing a trustee or
an examiner substantially possessing the rights, powers, and duties of a bankruptcy trustee
in the Cyprus Mines Bankruptcy.
9.2. Notwithstanding anything in this Cyprus Settlement Agreement to the contrary, in
the event that one of the contingencies listed in Section 9.1 above occurs and is not waived by the
Parties on a prospective or retrospective basis:
9.2.1. This Cyprus Settlement Agreement, except for this Section 9 and any
definitions of capitalized terms used herein (which shall remain in full force and effect),
shall be null and void and:
 None of the Parties shall be bound by the terms of the Cyprus
Settlement or any of the terms of this Cyprus Settlement Agreement
(including the releases contained in Section 4 and the Assignment of
Rights attached as Exhibit A);
 CAMC, for and on behalf of itself, Cyprus Mines, and all other Cyprus
Protected Parties and/or Freeport shall not be obligated to pay the
CAMC Cash Payments as described in Section 3.1 herein, and the
Cyprus Protected Parties shall not be obligated to assign the Cyprus Talc
Insurance Policy Rights or the Cyprus Indemnity Rights to the Talc
Personal Injury Trust as described in Section 3.3 herein.
 The Cyprus Protected Parties shall not be designated as Protected
Parties, in the Imerys Plan, Confirmation Order, or Affirmation Order,
and the Cyprus Protected Parties shall not be entitled to assert the
Channeling Injunction as a defense to any Talc Personal Injury Claim;
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 The Cyprus Protected Parties shall not be obligated to pay any of the
professional fees allocated to any of them pursuant to Section 7 that
have not yet been incurred as of the date that one of the contingencies
listed in Section 9.1 above occurs and is not waived by the Parties; and
 The Parties shall have all of the same rights, defenses, and obligations
under or with respect to any and all of the Cyprus Talc Insurance
Policies, and any and all agreements giving rise to the Cyprus Indemnity
Rights, that they would have had absent this Cyprus Settlement
Agreement.
9.2.2. In the event of a material breach of this Cyprus Settlement Agreement by
any Party to this agreement (regardless of whether such Party has signed the Settlement
Agreement or been authorized to enter into the agreement), any Party to this Settlement
Agreement whose rights are materially affected by such breach may terminate the
Settlement Agreement and all obligations hereunder by providing notice to all other Parties
hereto in accordance with Section 14.8. Upon such termination, the Parties shall have no
further obligations under the Cyprus Settlement Agreement, and, for the avoidance of
doubt, the provisions of Section 9.2.1 shall apply. Termination of this Cyprus
Settlement Agreement pursuant to this Section 9.2.2 shall be the exclusive remedy for
material breach of this Cyprus Settlement Agreement.
9.2.3. Any and all otherwise applicable statutes of limitations or repose, or other
time-related limitations, shall be deemed to have been tolled for the period from the
Execution Date through the date on which this Cyprus Settlement Agreement becomes
null and void in accordance with Section 9.1 above, and no Party shall assert that any other
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Party’s failure during said period to raise any claim that would have been resolved by this
Cyprus Settlement Agreement, had this Cyprus Settlement Agreement become effective
or not been voided, as applicable, renders such claim time-barred.
10. NO ADMISSIONS OR WAIVER OF PRIVILEGE
Nothing contained in this Cyprus Settlement Agreement, or in any negotiations,
discussions, correspondence, or other materials of any kind relating to this Cyprus Settlement
Agreement or relating to the negotiation of this Cyprus Settlement Agreement, shall be deemed to
be an admission by any Party with respect to any matter or any factual or legal issue of any kind.
In particular, nothing in this Agreement shall constitute an admission by any Party with respect to
any factual or legal issue of any kind regarding the claims and causes of action asserted or
assertable in the Cyprus Insurance Adversary Proceeding and the Cyprus Indemnity Adversary
Proceeding. Nothing in this Cyprus Settlement Agreement is intended to waive, waives or shall
be deemed to waive any Party’s work-product protection or right to claim the protections of any
mediation privilege.
11. BINDING EFFECT OF AGREEMENT
Upon the Cyprus Trigger Date, all terms and provisions of this Cyprus Settlement
Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective
successors and assigns, including the Talc Personal Injury Trust.
12. DISPUTE RESOLUTION
If any dispute should arise concerning the terms, meaning, or implementation of this
Cyprus Settlement Agreement, the Parties agree to use their best efforts to reach a prompt
resolution of such dispute. If the Parties are unable to reach an agreement, they shall proceed to
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mediation administered by JAMS, and agree to request that Lawrence Pollack shall serve as
mediator. Either Party may initiate litigation in the Bankruptcy Court to the extent the Bankruptcy
Court has subject-matter jurisdiction, or to the extent it does not, in any other appropriate forum,
but no Party may initiate litigation until forty-five (45) days after a mediation has commenced and
the mediator has determined that the Parties’ mediation has reached an impasse. All of the Parties
consent to personal jurisdiction in any federal court (including the Bankruptcy Court) or state court
in the State of Delaware for purposes of resolving any dispute concerning the terms, meaning, or
implementation of this Cyprus Settlement Agreement.
13. CONSTRUCTION OF AGREEMENT
13.1. The Parties represent and acknowledge that they have participated in the
preparation and drafting of this Cyprus Settlement Agreement or have each given their approval
to all of the language contained in this Cyprus Settlement Agreement, and it is expressly agreed
and acknowledged that if any of the Parties later asserts that there is an ambiguity in the language
of this Cyprus Settlement Agreement, such asserted ambiguity shall not be presumptively
construed for or against any Party on the basis that one Party drafted the language of this Cyprus
Settlement Agreement or played a greater role in the drafting of the language.
13.2. This Cyprus Settlement Agreement shall be interpreted and construed consistent
and in pari materia with the Imerys Plan. To the extent the Cyprus Protected Parties obtain
benefits or protection under this Cyprus Settlement Agreement but not under the Imerys Plan, or
vice versa, all benefits or protections are to be deemed cumulative and non-exclusive.
13.3. The headings of this Cyprus Settlement Agreement are included for convenience
and are not part of the provisions hereof and shall have no force or effect.
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13.4. If any provision of this Cyprus Settlement Agreement or application thereof is held
to be invalid or unenforceable, any Party shall be entitled to terminate this Cyprus Settlement
Agreement as though a material breach had occurred under Section 9.2.2.
14. REPRESENTATIONS, WARRANTIES, AND OTHER MISCELLANEOUS

PROVISIONS
14.1. Each Party represents and warrants that, subject to the conditions precedent set out
in Section 2 of this Cyprus Settlement Agreement, it has taken all necessary corporate governance
and legal action required to duly approve the making and performance of this Cyprus Settlement
Agreement and that no further action is necessary to make this Cyprus Settlement Agreement
binding and legally enforceable according to its terms.
14.2. Each Party represents and warrants that, to the best of its knowledge and belief, the
making and performance of this Cyprus Settlement Agreement will not violate any provision of
law or any of its respective articles of incorporation or bylaws or any contract or agreement by
which it is bound.
14.3. Each Party represents and warrants that (a) it is the owner, or believes itself to be
the owner, of the rights and claims to be compromised and released by it under this Cyprus
Settlement Agreement and (b) it has not assigned or transferred, or does not believe it has
assigned or transferred, to any Person any such right or claim or other matter to be compromised
and released hereunder.
14.4. Each Party represents and warrants that this Cyprus Settlement Agreement is
supported by valid and lawful consideration sufficient to make all aspects of this Cyprus
Settlement Agreement legally binding and enforceable on and after the Cyprus Trigger Date.
14.5. Each Party represents and warrants that this Cyprus Settlement Agreement has
been entered into in good faith, as a result of arm’s-length negotiations, with advice of counsel,
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and that this Cyprus Settlement Agreement represents a fair, reasonable, proportionate, and good
faith compromise of disputed claims, disputed liabilities, and disputed issues.
14.6. Each Party represents and warrants that it has read this Cyprus Settlement
Agreement in its entirety, fully understands all of its terms and the consequences thereof, and that
the individual signing this Cyprus Settlement Agreement on its behalf has full and complete
authority and competency to legally bind it to all terms and consequences of this Cyprus
14.7. This Cyprus Settlement Agreement (including the exhibits attached to it) sets forth
the entire agreement among the Parties as to its subject matter, and supersedes any and all prior or
contemporaneous statements, agreements, negotiations, or understandings, whether written or oral,
except that this Cyprus Settlement Agreement shall be read in pari materia with the Imerys Plan.
14.8. All notices, demands, or other communications to be provided pursuant to this
Cyprus Settlement Agreement shall be in writing and sent by electronic mail and also by overnight
mail (or United States first-class mail, postage prepaid), to the other Parties at the addresses set
forth below, or to such other persons or addresses as the Parties may designate in writing from
time to time:
For Cyprus Mines:
D. Jansing Baker
PO Box 609
Garrison, NY 10524
[email protected]
With a copy to:
Paul M. Singer
Reed Smith LLP
225 Fifth Avenue
Pittsburgh, PA 15222
[email protected]
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For CAMC:
Scott Statham
c/o Freeport-McMoRan Inc.
333 North Central Ave.
Phoenix, AZ 85004
[email protected]
With a copy to:
Emil A. Kleinhaus
Wachtell, Lipton, Rosen & Katz
52 West 52nd Street
New York, NY 10019
[email protected]
For Freeport:
Scott Statham
c/o Freeport-McMoRan Inc.
333 North Central Ave.
Phoenix, AZ 85004
[email protected]
With a copy to:
Emil A. Kleinhaus
Wachtell, Lipton, Rosen & Katz
52 West 52nd Street
New York, NY 10019
[email protected]
For the Imerys Debtors:
Ryan Van Meter, Esq.

Imerys Talc America, Inc.
[email protected]
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With a copy to:
Kimberly A. Posin, Esq.

Latham & Watkins LLP
355 S. Grand Avenue, Suite 100
Los Angeles, CA 90071
[email protected]
Angela R. Elbert, Esq.

Neal, Gerber & Eisenberg LLP
Two North La Salle Street, Suite 1700
Chicago, IL 60602
[email protected]
For the Tort Claimants Committee and the FCR:
Kami E. Quinn, Esq.

Gilbert LLP
700 Pennsylvania Ave. SE
[email protected]
with a copy to:
Tort Claimants’ Committee:
Natalie D. Ramsey, Esq.

Robinson & Cole LLP
1201 North Market Street
Suite 1406
Direct 302.516.1702
[email protected]
FCR:
Edwin J. Harron, Esq.

Young Conaway Stargatt & Taylor, LLP
1000 North King Street
[email protected]
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14.9. This Cyprus Settlement Agreement may be amended only by a writing signed by
or on behalf of each Party (if before the Imerys Effective Date, by the Tort Claimants Committee
and the FCR; if after the Imerys Effective Date, by the Talc Personal Injury Trust).
14.10. This Cyprus Settlement Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which shall constitute one and the same
instrument. Execution of this Cyprus Settlement Agreement may be effected by electronic
transmission of executed copies of the signature pages delivered to counsel for the Parties.
IN WITNESS WHEREOF, the Parties have duly executed this Cyprus Settlement
Agreement as of the last date indicated below.
IMERYS TALC AMERICA, INC. (on IMERYS TALC ITALY S.P.A.

behalf of itself and each of the Imerys By: _____________________________
Debtors in the Imerys Chapter 11 Cases)
Name: _____________________________
By: _____________________________ Title: _____________________________
Name: _____________________________ Date: _____________________________
Title: _____________________________
Date: _____________________________
CYPRUS MINES CORPORATION CYPRUS AMAX MINERALS COMPANY
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
FREEPORT-MCMORAN INC.
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By: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
TORT CLAIMANTS’ COMMITTEE FCR

By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
40
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SCHEDULE I
Imerys Corporate Parties
CURRENT AFFILIATES
• 000 CALDERYS
• AFRICA REFRACTORY CONSULTANTS (PTY) LTD
• AKROTIRIO THAHILAS DYO S.A.
• ALMATECH MINERAL INTERNATIONAL LTD
• ALMERIA, SA DE CV
• ALUMICA CANADA INC.
• AMERICARB, INC.
• AMMIN HOLDINGS, INC.
• ANGANG STOLLBERG & SAMIL CO., LTD
• ARDOISIERES D'ANGERS
• AUSTRALIAN VERMICULITE INDUSTRIES (PTY) LTD
• B & B REFRACTORY SERVICES PTY LTD
• CALDERYS ALGERIE SERVICES SPA
• CALDERYS ALGERIE SPA
• CALDERYS AUSTRALIA PTY LTD
• CALDERYS BELGIUM
• CALDERYS CHINA CO., LTD
• CALDERYS DANMARK A/S
• CALDERYS DEUTSCHLAND GMBH
• CALDERYS FINLAND OY
• CALDERYS FRANCE
• CALDERYS IBERICA REFRACTARIOS, SA
• CALDERYS INDIA REFRACTORIES LIMITED
• CALDERYS ITALIA SRL
• CALDERYS JAPAN CO., LTD
• CALDERYS KOREA CO. LTD
• CALDERYS MAGYARORSZAG K.F.T. (HUNGARY)
• CALDERYS NGJ LIMITED
• CALDERYS NORDIC AB
• CALDERYS POLSKA SP. Z.O.O.
• CALDERYS REFRACTARIOS VENEZOLANOS SA
• CALDERYS REFRAKTER
• CALDERYS SOUTH AFRICA (PTY) LTD
• CALDERYS TAÏWAN CO LTD
• CALDERYS THE NETHERLANDS B.V.
• CALDERYS UK LTD
• CALDERYS UKRAINE LTD
• CALDERYS USA, INC.
US-DOCS\120811676.4
• CEBO HOLLAND B.V.

• CEBO INTERNATIONAL B.V.
• CEBO MARINE B.V.
• CEBO UK LIMITED
• CHANGBAI CELITE DIATOMITE CO., LTD
• DONBASSKERAMIKA
• DONKAOLIN
• ECCA HOLDINGS (PTY) LTD
• ECCA MINERALS (PTY) LTD
• ECO-BOS DEVELOPMENT LIMITED
• ELMIN BAUXITES SA
• FAGERSTA ELDFASTA AB
• FIBERLEAN TECHNOLOGIE LIMITED
• FIBERLEAN TECHNOLOGIE NA INC.
• FIBERLEAN TECNOLOGIA E SOLUCOES EIRELI
• FOKIS MINING PARK
• GIMPEX-IMERYS INDIA PRIVATE LTD
• GUIYANG JIANAI SPECIAL ALUMINATES
• HARBORLITE AEGEAN ENDUSTRI MINERALLERI SANAYI A.S.
• IMERTECH
• IMERTECH USA, INC.
• IMERYS KILN FURNITURE HUNGARY KFT.
• IMERYS (SHANGHAI) INVESTMENT MANAGEMENT CO., LTD
• IMERYS ADMINISTRATIVE GERMANY GMBH
• IMERYS AL ZAYANI FUSED MINERALS CO. W.L.L.
• IMERYS ALÜMINÄT DIS TICARET
• IMERYS ALUMINATES ASIA PACIFIC PTE LTD
• IMERYS ALUMINATES GMBH
• IMERYS ALUMINATES ITALIA S.R.L.
• IMERYS ALUMINATES LIMITED
• IMERYS ALUMINATES NORDIC AB
• IMERYS ALUMINATES SA
• IMERYS ARGENTINA SRL
• IMERYS ASIA PACIFIC PTE LTD
• IMERYS BELGIUM SA
• IMERYS BENTONITE GEORGIA LTD
• IMERYS BENTONITE HUNGARY KFT
• IMERYS BENTONITE ITALY S.P.A.
• IMERYS CANADA INC.
• IMERYS CARBONATES (THAILAND), LTD
• IMERYS CARBONATES AUSTRIA GMBH
• IMERYS CARBONATES INDIA LIMITED
• IMERYS CARBONATES USA, INC.
• IMERYS CERAMICS (INDIA) PRIVATE LIMITED
US-DOCS\120811676.4
• IMERYS CERAMICS (THAILAND) LTD

• IMERYS CERAMICS BRASIL MINERAIS PARA CERAMICAS LTDA
• IMERYS CERAMICS EGYPT
• IMERYS CERAMICS FRANCE
• IMERYS CERAMICS ITALY S.R.L.
• IMERYS CERAMICS MEXICO SA DE CV
• IMERYS CERAMICS NEW ZEALAND
• IMERYS CERAMICS PORTUGAL, SA
• IMERYS CLAYS, INC.
• IMERYS CSI SWITZERLAND SAGL
• IMERYS DIATOMITA ALICANTE, S.A.
• IMERYS DIATOMITA MEXICO, SA DE CV
• IMERYS DO BRASIL COMERCIO
• IMERYS FILTRATION FRANCE
• IMERYS FILTRATION MINERALS, INC.
• IMERYS FUSED MINERALS (YINGKOU) CO., LTD
• IMERYS FUSED MINERALS BEYREDE SAS
• IMERYS FUSED MINERALS DOMODOSSOLA S.P.A.
• IMERYS FUSED MINERALS FRANCE SARL
• IMERYS FUSED MINERALS GREENEVILLE, INC.
• IMERYS FUSED MINERALS GUIZHOU CO. LTD
• IMERYS FUSED MINERALS LAUFENBURG GMBH
• IMERYS FUSED MINERALS MURG GMBH
• IMERYS FUSED MINERALS NIAGARA FALLS, INC.
• IMERYS FUSED MINERALS RUSE D.O.O.
• IMERYS FUSED MINERALS SALTO LTDA
• IMERYS FUSED MINERALS TEUTSCHENTHAL GMBH
• IMERYS FUSED MINERALS VILLACH GMBH
• IMERYS FUSED MINERALS ZSCHORNEWITZ GMBH
• IMERYS GECKO GRAPHITE (NAMIBIA) (PTY) LTD
• IMERYS GECKO HOLDING (NAMIBIA) (PTY) LTD
• IMERYS GECKO OKANJANDE MINING (PTY) LTD
• IMERYS GRAPHITE & CARBON BELGIUM SA
• IMERYS GRAPHITE & CARBON CANADA INC.
• IMERYS GRAPHITE & CARBON JAPAN KK
• IMERYS GRAPHITE & CARBON KOREA
• IMERYS GRAPHITE & CARBON SWITZERLAND SA
• IMERYS HIGH RESISTANCE MINERALS JAPAN KK
• IMERYS INDUSTRIAL MINERALS DENMARK A/S
• IMERYS INDUSTRIAL MINERALS GREECE S.A.
• IMERYS ITATEX SOLUCOES MINERAIS LTDA
• IMERYS KAOLIN, INC.
• IMERYS KILN FURNITURE (THAILAND) CO. LTD
• IMERYS KILN FURNITURE ESPAÑA, SA
US-DOCS\120811676.4
• IMERYS METALCASTING FRANCE SARL

• IMERYS METALCASTING GERMANY GMBH
• IMERYS MICA KINGS MOUTAIN, INC.
• IMERYS MIDDLE EAST HOLDING COMPANY W.L.L.
• IMERYS MINERAL AB
• IMERYS MINERAL ARABIA LLC
• IMERYS MINERALES ARGENTINA S.A.
• IMERYS MINERALES CHILE SPA
• IMERYS MINERALES PERU SAC
• IMERYS MINERALI CORSICO SRL
• IMERYS MINERALI SPA
• IMERYS MINERALS (INDIA) PRIVATE LIMITED
• IMERYS MINERALS (TAIWAN) LTD
• IMERYS MINERALS (THAILAND) LTD
• IMERYS MINERALS AUSTRALIA PTY LTD
• IMERYS MINERALS BULGARIA AD
• IMERYS MINERALS CHINA, INC.
• IMERYS MINERALS GMBH
• IMERYS MINERALS HOLDING LIMITED
• IMERYS MINERALS INTERNATIONAL SALES
• IMERYS MINERALS JAPAN KK
• IMERYS MINERALS KOREA LTD
• IMERYS MINERALS LTD
• IMERYS MINERALS MALAYSIA SDN. BHD.
• IMERYS MINERALS NETHERLANDS B.V.
• IMERYS MINERALS OY
• IMERYS MINERALS USA, INC.
• IMERYS MINERALS VIETNAM LIMITED
• IMERYS MINERAUX BELGIQUE SA
• IMERYS MINÉRAUX FRANCE
• IMERYS NEWQUEST (INDIA) PRIVATE LIMITED
• IMERYS OILFIELD MINERALS, INC.
• IMERYS PACIFIC LTD
• IMERYS PARTICIPACOES LTDA
• IMERYS PCC FRANCE
• IMERYS PCC UK
• IMERYS PERFORMANCE AND FILTRATION MINERALS PRIVATE LIMITED
• IMERYS PERLITA BARCELONA, S.A.
• IMERYS PERLITE SARDINIA S.R.L.
• IMERYS PERLITE USA, INC.
• IMERYS PIGMENTS (QINGYANG) CO., LTD
• IMERYS PIGMENTS (WUHU) CO., LTD
• IMERYS RE
• IMERYS REFRACTORY MINERALS CLERAC
US-DOCS\120811676.4
• IMERYS REFRACTORY MINERALS GLOMEL

• IMERYS REFRACTORY MINERALS INTERNATIONAL SALES
• IMERYS REFRACTORY MINERALS SOUTH AFRICA (PTY) LTD
• IMERYS REFRACTORY MINERALS USA, INC.
• IMERYS RIO CAPIM CAULIM SA
• IMERYS SERAMIK HAMMADDELERI SANAYI VE TICARET LIMITED SIRKETI
• IMERYS SERVICES
• IMERYS SERVICES GERMANY GMBH & CO. KG
• IMERYS SERVICES GREECE
• IMERYS SOUTH AFRICA (PTY) LTD
• IMERYS SOUTH EUROPE, S.L.
• IMERYS SPECIALITIES JAPAN CO., LTD
• IMERYS STEELCASTING DO BRASIL LTDA
• IMERYS STEELCASTING INDIA PRIVATE LIMITED
• IMERYS STEELCASTING USA, INC.
• IMERYS TABLEWARE CR S.R.O.
• IMERYS TABLEWARE DEUTSCHLAND GMBH
• IMERYS TABLEWARE FRANCE
• IMERYS TALC AUSTRALIA PTY LTD
• IMERYS TALC AUSTRIA GMBH
• IMERYS TALC BELGIUM
• IMERYS TALC EUROPE
• IMERYS TALC FINLAND OY
• IMERYS TALC GERMANY GMBH
• IMERYS TALC ITALY S.P.A. 1
• IMERYS TALC LUZENAC FRANCE
• IMERYS TALC MEXICO, SA DE CV
• IMERYS TALC SPAIN, S.A.
• IMERYS TALC UK HOLDING LTD
• IMERYS TCSI SWITZERLAND SAGL
• IMERYS TRADING MINERALS EGYPT
• IMERYS TRUSTEES LTD
• IMERYS UK FINANCE LIMITED
• IMERYS UK LTD
• IMERYS UK PENSION FUND TRUSTEES LTD
• IMERYS USA, INC.
• IMERYS WOLLASTONITE USA, LLC
• IMERYS ZHEJIANG ZIRCONIA CO., LTD
• INDUSTRIA MACINAZIONE MINERALI PER L'INDUSTRIA CERAMICA S.P.A
• INDUSTRIAL MINERALS OF GREECE
• ISOCON S.A.
1
Imerys Talc Italy S.p.A. is only an Imerys Corporate Party to the extent it does not commence a
bankruptcy case.
US-DOCS\120811676.4
• KAOLIN AUSTRALIA PTY LTD

• KENTUCKY-TENNESSEE CLAY COMPANY
• KERNEOS (CHINA) ALUMINATE TECHNOLOGIES CO., LTD
• KERNEOS AUSTRALIA PTY LTD
• KERNEOS CORPORATE SAS
• KERNEOS DO BRASIL COMERCIAL LTDA
• KERNEOS GROUP SAS
• KERNEOS HOLDING NORTHERN EUROPE LIMITED
• KERNEOS INC.
• KERNEOS INDIA ALUMINATE PRIVATE LIMITED
• KERNEOS INDIA ALUMINATE TECHNOLOGIES PRIVATE LIMITED
• KERNEOS SOUTHERN AFRICA PTY LTD
• KINTA POWDERTEC SDN. BHD
• LATOMIA N. KORAKAS SA
• LAVIOSA CHIMICA MINERARIA SPA
• LAVIOSA PROMASA S.A.
• LINJIANG IMERYS DIATOMITE CO., LTD
• LIQUID QUIMICA MEXICANA, SA DE CV
• LLC IMERYS ALUMINATES
• METALLEION METALLEYMATON
• MICRON-ITA INDUSTRIA E COMERCIO DE MINERAIS LTDA
• MICRON-ITA MINERACAO LTDA
• MIKRO MINERAL ENDUSTRIYEL MINERALLER SANAYI VE TICARET A.S.
• MILOS INITIATIVE
• MILOS MINING MUSEUM
• MINERA ROCA RODANDO S.DE R.L. DE C.V.
• MINERAL RESOURCES DEVELOPMENT (M.R.D.) CO. LTD
• MINERALIEN SCHIFFAHRT SPEDITION UND TRANSPORT GMBH - MST
• MINVEN - (C-E MINERALES DE VENEZUELA)
• MIRCAL
• MIRCAL AUSTRALIA PTY LTD
• MIRCAL BRESIL
• MIRCAL DE MEXICO SA DE CV
• MIRCAL EUROPE
• MIRCAL ITALIA SPA
• MONREFCO GMBH
• MRD-ECC CO. LTD
• MSL MINERAIS S.A.
• NIIGATA GCC LTD
• NIPPON POWER GRAPHITE CO., LTD
• NORTH AFRICAN INDUSTRIAL MINERAL EXPLORATION SARL - NAIMEX
• NYCO MINERALS, LLC
• ORGANIK MADENCILIK AS
• PABALK MADEN SANAYI VE TICARET A.S.
US-DOCS\120811676.4
• PARIMETAL
• PARNASSE TRENTE DEUX
• PERAMIN AB
• PERGEM MINERAL MADENCILIK SANAYI VE TICARET AS
• PGB SA
• PLIBRICO INSTALLACIONES REFRACTARIAS
• PPSA
• PPSA OVERSEAS LTD
• PT BINAH SURINDAH CEMERLANG
• PT ESENSINDO CIPTA CEMERLANG
• PT IMERYS CERAMICS INDONESIA
• PT INDOPORLEN
• PT INDOPORLEN SAKTI
• PT STOLLBERG - SAMIL INDONESIA
• PYRAMAX CERAMICS SOUTHEAST, LLC
• QA REFRACTORIES (PTY) LTD
• QINGDAO STOLLBERG & SAMIL CO., LTD
• QS ABRASIVI MARENGO SRL
• QUARTZ CORP (SHANGHAÏ) CO., LTD
• RECLAYM LIMITED
• REFRACTORY MINERALS (PTY) LTD
• RT 043 MINERACAO LTDA
• RUMICO FEUERFESTE BAUSTOFFE GMBH
• S&B BENTONITE CHAOYANG CO., LTD
• S&B ENDUSTRIYEL MINERALLER A.S.
• S&B HOLDING GMBH
• S&B INDUSTRIAL MINERALS (HENAN) CO., LTD
• S&B INDUSTRIAL MINERALS MOROCCO S.A.R.L.
• S&B INDUSTRIAL MINERALS SPAIN S.L.U.
• S&B MINERALS FINANCE SARL
• S&B MINERALS PARTICIPATIONS SARL
• S&B WINES S.A.
• SAMREC (PTY) LTD
• SERVICIOS PIEDRA TUMBANTE S.DE R.L. DE C.V.
• SHANDONG IMERYS MOUNT TAI CO., LTD
• SIBIMIN OVERSEAS LTD
• SPRINDEALS SIX PTY LTD
• STOLLBERG & SAMI CO., LTD
• TERMORAK (THAILAND) CO LTD
• THE QUARTZ CORP AS
• THE QUARTZ CORP SAS
• THE QUARTZ CORP USA
• TYGERKLOOF MINING (PTY) LTD
• US CERAMICS LLC
US-DOCS\120811676.4
• VATUTINSKY KOMBINAT VOGNETRYVIV

• VERMICULITA Y DERIVADOS, SL
• VOUGIOUKLI QUARRIES AVEE
• XINYANG ATHENIAN MINING CO., LTD
• YBB CALCIUM PRODUCTS CO. LTD
• YUEYANG IMERYS ANTAI MINERALS CO., LTD
• ZHENGZHOU JIANAI SPECIAL ALUMINATES CO., LTD
FORMER AFFILIATES
• 11656490 CANADA INC.

• ADVANCED MINERALS CORPORATION
• AKROTIRIO TRAHILAS TRIA S.A.
• AMERICAN TRIPOLI, INC.
• ANADOLU PERLIT MEDENCILIK SANAYI
• ARC FUSED ALUMINA
• ARDOISE ET JARDIN
• AREFCON B.V.
• AREFCON HISMA B.V.
• ASSOS MERMER SANAYI VE TICARET LTD SIRKETI
• BAOTOU JINGYUAN GRAPHITE CO., LTD
• BLX TRADING SAS
• CALDERYS CHINA
• CALDERYS CZECH S.R.O
• CALDERYS DE MEXICO SA DE CV
• CALDERYS NORWAY AS
• CAPTELIA
• CARBONATOS ANDINOS SA
• C-E NEWELL, INC.
• CELITE MEXICANA, SA DE CV
• CHARGES MINERALES DU PERIGORD - CMP
• CHOICEWISE LIMITED
• CONDIMENTUM OY
• COVEO
• DALIAN JINSHENG FINE CHEMICAL INDUSTRY CO., LTD
• DAMOLIN ETRECHY
• DAMOLIN GMBH
• DAMOLIN INVESTMENT A/S
• DOLPHIN FELDSPAR PRIVATE LIMITED
• DOYET TERRE CUITE
• ECC OVERSEAS INVESTMENTS LTD
• ECC PACIFIC (AUSTRALIA) PTY LTD
• ECCA CALCIUM PRODUCTS, INC.
• EDWIN H. BRADLEY HOLDINGS LTD
US-DOCS\120811676.4
• ELMIN BAUXITES S.R.L.

• ENGLISH CHINA CLAYS LTD
• EUROARGILLE
• EUROPE COMMERCE REFRACTORY
• FEL-MAC COMPANY LLC
• GOONAMARRIS LIMITED
• GRAN BIANCO CARRARA SRL
• GUIZHOU S&B NEW-TYPE MATERIALS CO., LTD
• GUIZHOU STAR MINERALS CO., LTD
• GUNUNG IMBANGAN SDN. BHD
• HARBORLITE (UK) LTD
• HJM INDUSTRIES SDN. BHD
• IGM FOR FIBRE GLASS
• IMERPLAST UK LIMITED
• IMERYS (SHANGHAÏ) FILTRATION MINERALS TRADING CO., LTD
• IMERYS ADVANCED MATERIALS (YINGKOU) CO., LTD
• IMERYS BENTONITE USA, LLC
• IMERYS CALCIUM SOLUTIONS AUSTRIA GMBH
• IMERYS CANADA 2004, INC.
• IMERYS CANADA LP
• IMERYS CARBONATES LLC
• IMERYS CERAMICS ESPAÑA
• IMERYS CERAMICS ITALIA
• IMERYS FINE CHEMICAL (CHANGSHU) CO., LTD
• IMERYS FUSED MINERALS (TAICANG) CO., LTD
• IMERYS FUSED MINERALS (ZIBO) CO., LTD
• IMERYS FUSED MINERALS HULL LIMITED
• IMERYS GRAPHITE & CARBON (CHANGZHOU) CO., LTD
• IMERYS GRAPHITE & CARBON GERMANY GMBH
• IMERYS GRAPHITE & CARBON USA, INC.
• IMERYS KAOLIN BELGIUM
• IMERYS KILN FURNITURE FRANCE
• IMERYS MICA SUZORITE INC.
• IMERYS MINERALES ESPANA, S.L.
• IMERYS MINERALES PERU S.A.C.
• IMERYS MINERALES SANTIAGO LIMITADA
• IMERYS MINERALI GAMALERO SRL
• IMERYS MINERALS (HEZHOU) CO., LTD
• IMERYS MINERALS CALIFORNIA, INC.
• IMERYS MINERALS HONG KONG LIMITED
• IMERYS MINERAUX DE TUNISIE "IMT"
• IMERYS MINING DEVELOPMENT (QINGYANG) CO., LTD
• IMERYS PAPER CARBONATES LLC
• IMERYS PERLITA PAULINIA MINERAIS LTDA
US-DOCS\120811676.4
• IMERYS PIGMENTS TRADING (SHANGHAI) CO., LTD

• IMERYS PIGMENTS, INC.
• IMERYS REFRACTARIOS PARTICIPACOES MONTE DOURADO LTDA
• IMERYS REFRACTORY MINERALS JAPAN KK
• IMERYS TABLEWARE BALKANS SRL
• IMERYS TABLEWARE GUANGZHOU CO., LTD
• IMERYS TABLEWARE NEW ZEALAND LTD
• IMERYS TALC CALIFORNIA, INC.
• IMERYS TALC DELAWARE, INC.
• IMERYS TALC OHIO, INC.
• IMERYS TC
• IMERYS TECHNOLOGY CENTER AUSTRIA GMBH
• IMERYS TOITURE BELGIE N.V.
• IMERYS VOSTOK
• IMERYS WINDFARM PROJECT LTD
• IMERYS YILONG ANDALUSITE (XINJIANG) CO, LTD
• IMPALA ADMINCO LTD
• INDUSTRIALMIN
• ITACA S.R.L.
• KAOLINS DE NOZAY (SOCIÉTÉ ANONYME DES)
• KAOPOLITE, INC.
• KERAPLAN GMBH
• KERN TECH 1
• KERN TECH 2
• KERN TECH 3
• KERNEOS DE MEXICO SA DE CV
• KERNEOS ESPANA SL
• KERNEOS HOLDING GROUP SAS
• KERNEOS HOLDING NORTH AMERICA, INC.
• KERNEOS POLSKA SP. Z.O.O.
• KERNEOS SERVICIOS SA DE CV
• KILITEAM V
• KORUND D.O.O.
• KPCL K.V.S.
• LA FRANCAISE DES TUILES ET BRIQUES
• L-IMERYS INDUSTRIA E COMERCIO DE CAL LTDA
• LUXOL PHOTOVOLTAICS SN
• LUZENAC MICRO MILLING LIMITED
• MAGEMO SCI
• MASSA MINERALI SRL
• MATISCO DEVELOPPEMENT
• METRAMCO (PTY) LTD
• MINERAL HOLDINGS, INC.
• MINERALS MILLING TUNISIA
US-DOCS\120811676.4
• MINERALS TRADING, INC.

• MIRCAL ARGENTINA SRL
• MIRCAL ASIA
• MIRCAL CHILI
• MIRCAL TALC HOLDING
• MSL OVERSEAS LTD
• MULLITE COMPANY OF AMERICA – MULCOA
• N.G. JOHNSON (NORTHERN) HOLDINGS LIMITED
• N.G. JOHNSON LIMITED
• NIZEROLLES
• NYCO MINERALS CANADA, INC.
• PANSHI HUANYU WOLLASTONITE CO., LTD
• PARNASSE TRENTE ET UN
• PARNASSE TRENTE TROIS
• PARNASSE VINGT DEUX
• PERU MINERALS CORPORATION
• PERUCO, INC.
• PLIBRICO LTD
• PLR REFRACTAIRES SAS U
• PROFIMO
• PROPERTY COMPANY ONE
• PROPERTY COMPANY TWO
• PYRAMAX CERAMICS ARKANSAS, LLC
• PYRAMAX CERAMICS, LLC
• QUARTZ DE MAURITANIE SA
• RECURSOS MINERALES DEL NORTE, SA DE CV
• S&B INDUSTRIAL MINERALS (SHANGHAI) CO., LTD
• S&B INDUSTRIAL MINERALS (TIANJIN) CO., LTD
• S&B MINERALS LIMITED
• S&B MINERALS PARTICIPATIONS 2 SARL
• S&B MINERALS PARTICIPATIONS LLC
• S&B MINERALS US HOLDING GMBH
• S&B MINERALS VERWALTUNG GMBH
• SAMREC VERMICULITE (ZIMBABWE) ( PRIVATE) LTD
• SCEA STE COLOMBE
• SCOVER PLUS
• SEG
• SET LININGS GMBH
• SIDEX MONOLITHIQUES SRL
• SILLA DE PAITA S.A.C.
• SLS BAUSTOFFE GESELLSCHAFT MBH
• SOCIEDAD MINERA CELITE DEL PERU SA
• SOCIETE DE VALORISATION DES MINERAUX INDUSTRIELS SAS
• SOTRIVAL
US-DOCS\120811676.4
• TALIMMO
• TENNESSEE ELECTRO MINERALS, INC. – TECO
• TERMORAK AB
• TERMORAK OY
• TOKAI CERAMICS CO., LTD
• TREIBACHER SCHLEIFMITTEL ABRASIVES KAILI CO., LTD
• TREIBACHER SCHLEIFMITTEL ASIA LTD
• TREIBACHER SCHLEIFMITTEL INTERNATIONALE VERTRIEBS MBH
• TREIBACHER SCHLEIFMITTEL ITALIA P. MAROZZI & CO SAS
• UCM GROUP LTD
• UCM MAGNESIA, INC.
• UNITEC CERAMICS LIMITED
• VERMICULITE INTERNATIONAL SALES
• WORLD MINERALS AMERICA LATINA, SA
• WORLD MINERALS USD LLC
• WORLD MINERALS USD SARL
• ZHENGZHOU TREIBACHER SCHLEIFMITTEL TENGDA ABRASIVES CO., LTD
US-DOCS\120811676.4
SCHEDULE II
Imerys Plan Proponents
1. ALMATECH MINERAL INTERNATIONAL LIMITED

2. IMERTECH
3. IMERYS (SHANGHAI) INVESTMENT MANAGEMENT CO., LTD.
4. IMERYS CANADA INC.
5. IMERYS CARBONATES USA
6. IMERYS CLAYS, INC.
7. IMERYS DIATOMITA MEXICO, SA DE CV
8. IMERYS DO BRASIL COMERCIO DE EXTRAÇAO DE MINÉRIOS
9. IMERYS FILTRATION MINERALS, INC.
10. IMERYS GRAPHITE & CARBON CANADA INC.
11. IMERYS HIGH RESISTANCE MINERALS JAPAN KK
12. IMERYS ITATEX SOLUCOES MINERAIS LTDA
13. IMERYS MICA KINGS MOUNTAIN INC.
14. IMERYS MINERALI SPA
15. IMERYS MINERALS AUSTRALIA PTY LTD
16. IMERYS MINERALS INTERNATIONAL SALES S.A.
17. IMERYS MINERALS KOREA LTD
18. IMERYS PERFORMANCE AND FILTRATION MINERALS PRIVATE LIMITED
19. IMERYS RIO CAPIM CAULIM S.A.
20. IMERYS SERVICES
21. IMERYS SPECIALITIES JAPAN CO. LIMITED
22. IMERYS TALC AUSTRALIA PTY LTD
23. IMERYS TALC AUSTRIA GMBH
24. IMERYS TALC BELGIUM
25. IMERYS TALC EUROPE
26. IMERYS TALC ITALY S.P.A. 1
27. IMERYS TALC LUZENAC FRANCE
28. IMERYS USA, INC.
29. IMERYS WOLLASTONITE USA, LLC
30. KENTUCKY-TENNESSEE CLAY COMPANY
31. MINERA ROCA RODANDO S. DE. R.L. DE C.V.
32. NYCO MINERALS, LLC
1
Imerys Talc Italy S.p.A. is only an Imerys Plan Proponent to the extent it does not commence a
bankruptcy case.
US-DOCS\120811676.4
SCHEDULE III
Rio Tinto Captive Insurer Policies

Metals and Minerals
Insurance Pte. M&M GL/97-98/001 5/31/1997 - 5/31/1998
Limited
Three Crowns
Insurance Company 98162 5/31/1998 - 5/31/1999
Limited
Three Crowns
Limited
Three Crowns
Limited
Three Crowns
Insurance Company 98162/01 5/31/2001 - 5/31/2002
Limited
Three Crowns
Limited
Three Crowns
Insurance Company 98162/02A 5/31/2002 - 5/31/2003
Limited
Three Crowns
Insurance Company 98162/02B 5/31/2002 - 5/31/2003
Limited
Three Crowns
Limited
Three Crowns
Limited
US-DOCS\120811676.4

Three Crowns
Limited
Three Crowns
Insurance Company 98162/06/A 5/31/2006 - 5/31/2007
Limited
Falcon Insurance 98162/06/C 5/31/2006 - 5/31/2007

Ltd.
Metals and Minerals

Insurance Pte. 98162/07/B 5/31/2007 - 5/31/2008
Limited

Ltd.
Metals and Minerals

Insurance Pte. 98162/08/B 5/31/2008 - 5/31/2009
Limited

Ltd.
Metals and Minerals

Insurance Pte. 98162/09/B 5/31/2009 - 5/31/2010
Limited

Ltd.
Metals and Minerals

Insurance Pte. 98162/10/B 5/31/2010 - 5/31/2011
Limited

Ltd.
Metals and Minerals

Insurance Pte. 98162/11/B 5/31/2011 - 5/31/2012
Limited

Ltd.
US-DOCS\120811676.4
SCHEDULE IV
Rio Tinto Corporate Parties
• 10029734 Canada Inc.

• 1043802 Ontario Ltd
• 1109723 B.C. Ltd.
• 201 Logistics Center, LLC
• 46106 YUKON INC.
• 7600 West Center, LLC
• 7999674 CANADA INC.
• AGM Holding Company Pte. Ltd.
• Alcan Alumina Ltda.
• Alcan Asia Limited
• Alcan Betriebs- und Verwaltungsgesellschaft GmbH
• Alcan Chemicals Limited
• Alcan Composites Brasil Ltda
• Alcan Corporation
• Alcan Farms Limited
• Alcan Finances USA LLC
• Alcan Gove Development Pty Limited
• Alcan Holdings Australia Pty Limited
• Alcan Holdings Europe B.V.
• Alcan Holdings Nederland B.V.
• Alcan Holdings Switzerland AG (SA/Ltd.)
• Alcan International Network U.S.A. Inc.
• Alcan Lebensmittelverpackungen GmbH
• Alcan Management Services (Shanghai) Co., Ltd.
• Alcan Management Services Canada Limited / Societe de Services de Gestion Alcan
Canada Limitee
• Alcan Northern Territory Alumina Pty Limited
• Alcan Packaging Mühltal Gmbh & Co. KG
• Alcan Primary Metal Australia Pty Ltd
• Alcan Primary Products Company LLC
• Alcan Primary Products Corporation
• Alcan Realty Limited / Societe Immobiliere Alcan Limitee
• Alcan South Pacific Pty Ltd
• Alcan Trading AG (SA/Ltd.)
• Alufluor AB
US-DOCS\120811676.4
• Aluminerie Alouette Inc.

• Aluminerie De Bécancour, Inc.
• Aluminium & Chemie Rotterdam B.V.
• Aluminium Pechiney
• Aluminum Company of Canada Limited / Aluminium du Canada Limitee
• AML Properties Pty Ltd
• Anglesey Aluminium Metal Limited
• AP Service
• Argyle Diamond Mines Pty Limited
• Argyle Diamonds Limited
• Ashton Mining Pty Ltd
• Ashton Nominees Pty Limited
• Asia Gold Mongolia LLC
• Asia Naran Bulag LLC
• Asia Now Resources Corp
• Australian Coal Holdings Pty. Limited
• Australian Mining & Smelting Pty Ltd
• Balkhash Saryshagan LLP
• Bao-HI Ranges Joint Venture
• Beasley River Joint Venture
• Beasley River Management Pty Limited
• Beasley River Marketing Pty Ltd
• Beasley River Mining Pty Limited
• Beijing Iron Ore Trading Centre Corporation
• Bektau B.V.
• Boké Investment Company
• Boke Personnel Limited
• Boké Services Company SA
• Boké Services Management, Inc.
• Boké Trading Inc.
• Borax España, S.A.
• Borax Europe Limited
• Borax Francais
• Borax Malaysia Sdn Bhd
• Borax Rotterdam N.V.
• Boyne Smelters Limited
• British Alcan Aluminium Limited
• C.V.G. Bauxilum C.A.
• Canning Resources Pty Limited
• CanPacific Potash Inc.
• Cape Bougainville Joint Venture
• Capricorn Diamonds Investments Pty Limited
• Carol Lake Company Ltd.
• Cathjoh Holdings Pty Limited
US-DOCS\120811676.4
• Champlain Reinsurance Company Ltd.

• Channar Management Services Pty Limited
• Channar Mining Joint Venture
• Channar Mining Pty Ltd
• Chinalco Rio Tinto Exploration Co. Ltd
• Chlor Alkali Unit Pte Ltd
• CIA. Inmobiliaria e Inversiones Cosmos S.A.C.
• Compagnie des Bauxites de Guinée
• Compania de Transmision Sierraoriente S.A.C.
• Consórcio de Alumínio do Maranhão
• CRA Investments Pty. Limited
• CRA Pty Ltd
• Dampier Salt Limited
• Daybreak Development LLC
• Daybreak Property Holdings LLC
• Daybreak Secondary Water Distribution Company
• Daybreak Water Holding LLC
• DB Medical I LLC
• DBVC1 LLC
• Diamond Producers Association Limited
• Diavik Diamond Mines (2012) Inc.
• Diavik Joint Venture
• Donkerpoort Iron Ltd
• East Kalimantan Coal Pte. Ltd
• Eastland Management Inc.
• Electric Power Generation Limited
• Elysis Limited Partnership / Elysis Societe en Commandite
• Empresa de Mineracao Finesa Ltda.
• Enarotali Gold Project Limited
• Endurvinnslan Ltd.
• Energy Resources of Australia Ltd
• Entrée Resources Ltd.
• Exeltium
• EXELTIUM 2
• Fabrica De Plasticos Mycsa, S.A.
• Falcon Insurance Ltd.
• Flambeau Mining Company
• Fondation Rio Tinto
• Foundation for Australia-Japan Studies
• France Aluminium Recyclage Sa
• Fundsprops Pty. Limited
• Gladstone Infrastructure Pty Ltd
• Gladstone Power Station Joint Venture
• Global Coal Limited
US-DOCS\120811676.4
• Global Hubco BV
• Globalore Pte. Ltd.
• Gove Aluminium Ltd
• GPS Energy Pty Limited
• GPS Nominee Pty Limited
• GPS Power Pty. Limited
• Green Mountain Mining Venture
• Groupement pour la Gestion de Pensions Complementaires
• Gulf Power Company / La Compagnie Gulf Power
• Halco (Mining) Inc.
• Hamersley Exploration Pty Limited
• Hamersley HMS Pty Ltd
• Hamersley Holdings Limited
• Hamersley Iron - Yandi Pty Limited
• Hamersley Iron Pty. Limited
• Hamersley Resources Limited
• Hamersley WA Pty Ltd
• Henlopen Manufacturing Co., Inc.
• Heruga Exploration LLC
• High Purity Iron Inc.
• HIsmelt Corporation Pty Limited
• Hope Downs Joint Venture
• Hope Downs Marketing Company Pty Ltd
• Hunter Valley Resources Pty Ltd
• IAL Holdings Singapore Pte. Ltd.
• IEA Coal Research Limited
• IEA Environmental Projects Limited
• Industrias Metalicas Castello S.A.
• Integrity Land and Cattle LLC
• InterEmballage
• IOC Sales Limited
• Iron Ore Company of Canada
• Itallumina Srl
• Johcath Holdings Pty Limited
• Juna Station Pty Ltd
• Kalimantan Gold Pty Limited
• Kelian Pty. Limited
• Kembla Coal & Coke Pty. Limited
• Kennecott Barneys Canyon Mining Company
• Kennecott Exploration Company
• Kennecott Exploration Mexico, S.A. de C.V.
• Kennecott Holdings Corporation
• Kennecott Land Company
• Kennecott Land Investment Company LLC
US-DOCS\120811676.4
• Kennecott Molybdenum Company

• Kennecott Nevada Copper Company
• Kennecott Ridgeway Mining Company
• Kennecott Royalty Company
• Kennecott Services Company
• Kennecott Uranium Company
• Kennecott Utah Copper LLC
• Kennecott Water Distribution LLC
• Korgantas LLP
• Kutaibar Holdings Pty Ltd
• Lao Sanxai Minerals Company Limited
• Lawson Mardon Flexible Limited
• Lawson Mardon Smith Brothers Ltd.
• Magma Arizona Railroad Company
• Metallwerke Refonda AG
• Metals & Minerals Insurance Pte. Limited
• Minera Escondida Ltda
• Minera IRL Limited
• Minera Kennecott, S.A. de C.V.
• Mineração Rio do Norte S.A.
• Mineracao Tabuleiro Ltda
• Minmetals Rio Tinto Exploration Company Limited
• Mitchell Plateau Bauxite Co. Pty. Limited
• Mitchell Plateau Joint Venture
• Mount Bruce Mining Pty Limited
• Mount Pleasant Pty Ltd
• Movele
• Mutamba Mineral Sands S.A.
• NBH Pty Ltd
• New Zealand Aluminium Smelters Ltd
• Nhulunbuy Corporation Limited
• Norgold Pty Limited
• North Gold (W.A.) Pty Ltd
• North Insurances Pty. Ltd.
• North IOC (Bermuda) Holdings Limited
• North IOC (Bermuda) Limited
• North IOC Holdings Pty Ltd
• North Limited
• North Mining Limited
• Northern Land Company Ltd
• Nozalela Mineral Sands (Pty) Ltd
• NZAS Retirement Fund Trustee Limited
• Oyu Tolgoi LLC
• Oyu Tolgoi Netherlands BV
US-DOCS\120811676.4
• Pacific Aluminium (New Zealand) Limited

• Pacific Aluminium Pty. Limited
• Pacific Coast Mines, Inc.
• Pechiney Aviatube Limited
• Pechiney Bâtiment
• Pechiney Bécancour, Inc.
• Pechiney Cast Plate, Inc.
• Pechiney Consolidated Australia Pty Limited
• Pechiney Holdings, Inc.
• Pechiney Metals LLC
• Pechiney Philippines Inc.
• Pechiney Plastic Packaging, Inc.
• Pechiney Reynolds Quebec, Inc.
• Pechiney Sales Corporation
• Peko Exploration Pty Ltd.
• Peko-Wallsend Pty Ltd
• Pilbara Iron Company (Services) Pty Ltd
• Pilbara Iron Pty Ltd
• Port d'Ehoala S.A.
• Procivis Savoie
• Project Generation Group Pty Ltd
• PT Hutan Lindung Kelian Lestari
• PT Kelian Equatorial Mining
• PT Rio Tinto Consultants
• QIT Madagascar Minerals Ltd
• QIT Madagascar Minerals SA
• Quebec North Shore and Labrador Railway Company / Compagnie de Chemin de Fer du
Littoral Nord de Quebec et du Labrador Inc.
• Queensland Alumina Limited
• Queensland Coal Pty. Limited
• Química e Metalúrgica Mequital Ltda.
• Ranges Management Company Pty Ltd
• Ranges Mining Pty Ltd
• Resolution Copper Company
• Resolution Copper Mining LLC
• Rhodes Ridge Joint Venture
• Richards Bay Mining (Proprietary) Limited
• Richards Bay Mining Holdings (Proprietary) Limited
• Richards Bay Prefco (Pty) Ltd
• Richards Bay Titanium (Proprietary) Limited
• Richards Bay Titanium Holdings (Proprietary) Limited
• Rightship Pty Ltd
• Rio de Contas Desenvolvimentos Minerais Ltda
• Rio Santa Rita Empreenimentos e-Particiacoes Ltda
US-DOCS\120811676.4
• Rio Sava Exploration DOO

• Rio Tinto (Commercial Paper) Limited
• Rio Tinto (Hong Kong) Ltd
• Rio Tinto Advisory Services Pty Limited
• Rio Tinto Alcan Fund Inc.
• Rio Tinto Alcan Inc.
• Rio Tinto Alcan International Ltd. / Rio Tinto Alcan International Ltee
• Rio Tinto Alcan Middle East DMCC
• Rio Tinto Alcan Technology Pty Ltd
• Rio Tinto Aluminium (Bell Bay) Limited
• Rio Tinto Aluminium (Holdings) Limited
• Rio Tinto Aluminium Bell Bay Sales Pty Limited
• Rio Tinto Aluminium Limited
• Rio Tinto Aluminium Pechiney
• Rio Tinto Aluminium Services Pty Limited
• Rio Tinto America Holdings Inc.
• Rio Tinto America Inc.
• Rio Tinto Asia Ltd
• Rio Tinto Asia Pty. Limited.
• Rio Tinto AuM Company
• Rio Tinto Australian Holdings Limited
• Rio Tinto Bahia Holdings Limited
• Rio Tinto Base Metals Pty. Limited
• Rio Tinto Brazilian Holdings Limited
• Rio Tinto Brazilian Investments Limited
• Rio Tinto Canada Diamond Operation Management Inc.
• Rio Tinto Canada Inc
• Rio Tinto Canada Management Inc./ Rio Tinto Gestion Canada Inc.
• Rio Tinto Canada Uranium Corporation
• Rio Tinto Chile S.A.S.
• Rio Tinto Coal (Clermont) Pty Ltd
• Rio Tinto Coal Australia Pty Limited
• Rio Tinto Coal Investments Pty Limited
• Rio Tinto Coal NSW Holdings Limited
• Rio Tinto Commercial Americas Inc.
• Rio Tinto Commercial GmbH
• Rio Tinto Commercial Pte. Ltd.
• Rio Tinto Desenvolvimentos Minerais LTDA.
• Rio Tinto Diamonds and Minerals Canada Holding Inc.
• Rio Tinto Diamonds Limited
• Rio Tinto Diamonds Netherlands B.V.
• Rio Tinto Diamonds NV
• Rio Tinto Eastern Investments B.V.
• Rio Tinto Energy America Inc.
US-DOCS\120811676.4
• Rio Tinto Energy Limited

• Rio Tinto Escondida Limited
• Rio Tinto European Holdings Limited
• Rio Tinto Exploration (Asia) Holdings Pte. Ltd.
• Rio Tinto Exploration (PNG) Limited
• Rio Tinto Exploration and Mining (India) Private Limited
• Rio Tinto Exploration Canada Inc.
• Rio Tinto Exploration Dunav d.o.o. Beograd-Vracar
• Rio Tinto Exploration Finland OY
• Rio Tinto Exploration India Private Limited
• Rio Tinto Exploration Kazakhstan LLP
• Rio Tinto Exploration Pty Limited
• Rio Tinto Exploration Zambia Limited
• Rio Tinto FalCon Diamonds Inc.
• Rio Tinto Fer et Titane inc.
• Rio Tinto Finance (USA) Inc.
• Rio Tinto Finance (USA) Limited
• Rio Tinto Finance (USA) plc
• Rio Tinto Finance Limited
• Rio Tinto Finance plc
• Rio Tinto France S.A.S.
• Rio Tinto Global Employment Company Pte. Ltd.
• Rio Tinto Guinée S.A.
• Rio Tinto Holdings LLC
• Rio Tinto Hydrogen Energy LLC
• Rio Tinto Iceland Ltd.
• Rio Tinto India Private Limited
• Rio Tinto Indonesian Holdings Limited
• Rio Tinto International Holdings Limited
• Rio Tinto Investments One Pty Limited
• Rio Tinto Investments Two Pty Limited
• Rio Tinto Iron & Titanium (Suzhou) Co., Ltd
• Rio Tinto Iron & Titanium GmbH
• Rio Tinto Iron & Titanium Holdings GmbH
• Rio Tinto Iron & Titanium Limited
• Rio Tinto Iron and Titanium Canada Inc. / Rio Tinto Fer et Titane Canada Inc.
• Rio Tinto Iron Ore Atlantic Limited
• Rio Tinto Iron Ore Europe S.A.S.
• Rio Tinto Iron Ore Trading China Limited
• Rio Tinto Japan Ltd
• Rio Tinto Jersey Holdings 2010 Limited
• Rio Tinto Korea Ltd
• Rio Tinto Limited
• Rio Tinto London Limited
US-DOCS\120811676.4
• Rio Tinto Management Services South Africa (Proprietary) Ltd

• Rio Tinto Marketing Pte. Ltd.
• Rio Tinto Marketing Services Limited
• Rio Tinto Medical Plan Trustees Limited
• Rio Tinto Metals Limited
• Rio Tinto Minera Peru Limitada SAC
• Rio Tinto Mineracao do Brasil Ltda
• Rio Tinto Minerals Asia Pte Ltd
• Rio Tinto Minerals Development Limited
• Rio Tinto Minerals Exploration (Beijing) Co., Ltd
• Rio Tinto Minerals Inc.
• Rio Tinto Mining and Exploration Inc.
• Rio Tinto Mining and Exploration Limited
• Rio Tinto Mining and Exploration S.A.C.
• Rio Tinto Mining Commercial (Shanghai) Co., Ltd.
• Rio Tinto Mongolia LLC
• Rio Tinto Nominees Limited
• Rio Tinto Orissa Mining Private Ltd
• Rio Tinto OT Management Limited
• Rio Tinto Overseas Holdings Limited
• Rio Tinto PACE Australia Pty Limited
• Rio Tinto PACE Canada Inc. / Gestion Rio Tinto PACE Canada Inc.
• Rio Tinto Pension 2009 Trustees Limited
• Rio Tinto Pension Fund Trustees Limited
• Rio Tinto Pension Investments Limited
• Rio Tinto Peru Limited
• Rio Tinto plc
• Rio Tinto Potash Management Inc. / Rio Tinto Potasse Management Inc.
• Rio Tinto Procurement (Singapore) Pte Ltd
• Rio Tinto Pte Ltd
• Rio Tinto Saskatchewan Management Inc.
• Rio Tinto Saskatchewan Potash Holdings General Partner Inc.
• Rio Tinto Saskatchewan Potash Holdings Limited Partnership
• Rio Tinto Secretariat Limited
• Rio Tinto Services Inc.
• Rio Tinto Services Limited
• Rio Tinto Shared Services Pty Limited
• Rio Tinto Shipping (Asia) Pte. Ltd.
• Rio Tinto Shipping Pty. Limited.
• Rio Tinto Simfer UK Limited
• Rio Tinto Singapore Holdings Pte Ltd
• Rio Tinto Sohar Logistics LLC
• Rio Tinto South East Asia Limited
• Rio Tinto Staff Fund (Retired) Pty Limited
US-DOCS\120811676.4
• Rio Tinto Sulawesi Holdings Limited

• Rio Tinto Technological Resources Inc.
• Rio Tinto Technological Resources UK Limited
• Rio Tinto Trading (Shanghai) Co., Ltd.
• Rio Tinto Uranium Limited
• Rio Tinto Western Holdings Limited
• Rio Tinto Winu Pty Limited
• Riversdale Connections (Proprietary) Ltd
• Robe River Iron Associates Joint Venture
• Robe River Limited
• Robe River Mining Co. Pty. Ltd.
• Robe River Ore Sales Pty. Ltd.
• Rocklea Station Pty Ltd
• RTA AAL Australia Limited
• RTA Boyne Limited
• RTA Gove Pty Limited
• RTA Holdco 1 Limited
• RTA Holdco Australia 1 Pty Ltd
• RTA HOLDCO FRANCE 1 S.A.S.
• RTA HOLDCO FRANCE 2 S.A.S.
• RTA Pacific Pty Limited
• RTA Sales Pty Ltd
• RTA Smelter Development Pty Limited
• RTA Weipa Pty Ltd
• RTA Yarwun Pty Ltd
• RTAlcan 1 LLC
• RTAlcan 2 LLC
• RTAlcan 3 LLC
• RTLDS Aus Pty. Ltd
• RTLDS UK Limited
• RTPDS Aus Pty Ltd
• Saryarka B.V.
• Scheuch Unterstuetzungskasse GmbH
• SGLS LLC
• Sharp Strategic Funding Pte. Ltd.
• Simfer Jersey Finance 1 Ltd
• Simfer Jersey Finance 2 Ltd
• Simfer Jersey Limited
US-DOCS\120811676.4
• Simfer Jersey Nominee Limited

• SIMFER S.A.
• Singapore Metals Pte. Ltd.
• Skymont Corporation
• Société De Financement Des Risques Industriels
• Société Départementale De Développement 65
• Société Minière Et De Participations Guinée-Alusuisse
• Sohar Aluminium Co. L.L.C.
• Sohio Western Mining Company
• Solutions Strategiques Funding LLC
• Southern Copper Pty. Limited
• Swift Current Land & Cattle LLC
• Swiss Aluminium Australia Limited
• TBAC Limited
• Technological Resources Pty. Limited
• The Barrier Corporation (Vic.) Pty. Limited
• The Kelian Community and Forest Protection Trust
• The Pyrites Company, Inc.
• The Roberval and Saguenay Railway Company/ La Compagnie du Chemin de Fer
Roberval Saguenay
• The Zinc Corporation Pty Ltd
• Thos. W. Ward Limited
• THR Aruba Holdings LLC A.V.V.
• THR Delaware Holdings, LLC
• THR Kharmagtai Pte. Ltd.
• THR MINES (BC) LTD.
• THR Mines Services Co. Ltd.
• THR OYU TOLGOI LTD.
• THR Ulaan Pte. Ltd.
• Three Crowns Insurance Company, formerly known as Three Crowns Insurance
Company Limited
• Tinto Holdings Australia Pty. Limited
• Tisand (Proprietary) Limited
• Tomago Aluminium Company Pty Limited
• Tomago Aluminium Joint Venture
• Trans Territory Pipeline Pty Limited
• TRQ Australia Pty. Ltd.
• Turquoise Hill (Beijing) Services Company Ltd
• Turquoise Hill Netherlands Cooperatief U.A.
• Turquoise Hill Resources Ltd.
• Turquoise Hill Resources Philippines Inc.
• Turquoise Hill Resources Singapore Pte Ltd.
• Twin Falls Power Corporation Ltd
• U.S. Borax Inc.
US-DOCS\120811676.4
• Victoria Technology Inc.

• Waste Solutions and Recycling LLC
• West Kutai Foundation Limited
• Wimmera Industrial Minerals Pty. Limited
• Winchester South Development Company Proprietary Limited
• Winter Road Joint Venture
• Wright Mgmt Services Pte. Ltd.
• Wyoming Coal Resources Company
• Yalleen Pastoral Co. Pty. Ltd.
• Yarraloola Pastoral Co
• Zululand Titanium (Pty) Ltd
US-DOCS\120811676.4
SCHEDULE V
Zurich Corporate Parties
• Zurich American Insurance Company, in its own capacity and as successor-in-interest to

Zurich Insurance Company, U.S. Branch
• American Guarantee and Liability Insurance Company
• American Zurich Insurance Company
• Colonial American Casualty & Surety Company
• Empire Fire and Marine Insurance Company
• Empire Indemnity Insurance Company
• Fidelity and Deposit Company of Maryland
• Hoplite Reinsurance Company of Vermont, Inc.
• Rural Community Insurance Company
• Steadfast Insurance Company
• Universal Underwriters Insurance Company
• Universal Underwriters of Texas Insurance Company
• Zurich American Insurance Company of Illinois
• Zurich Insurance Company Ltd (Canadian Branch)
• Zurich American Puerto Rico Insurance Company
• Zurich American Life Insurance Company
• Zurich American Insurance Company of New York
• Maryland Casualty Company
• Northern Insurance Company of New York
• Assurance Company of America
US-DOCS\120811676.4
SCHEDULE VI
Zurich Policies

Zurich Insurance
Company, US GLC 8209842-00/01 5/1/1996–5/31/1997
Branch
Zurich Insurance
Company, US GLO 8210069-00 5/31/1997–5/31/1998
Branch
Zurich Insurance
Company, US GLO 8210069-01 5/31/1998–5/31/1999
Branch
Zurich American
GLO 8210069-02 5/31/1999–5/31/2000
Insurance Company
Zurich American
GLO 8210069-03 5/31/2000–5/31/2001
Insurance Company
Zurich American
GLO 8210196-04 5/31/2001–5/31/2002
Insurance Company
Zurich American
GLO 8210196-05 5/31/2002–5/31/2003
Insurance Company
Zurich American
GLO 8210196-06 5/31/2003–5/31/2004
Insurance Company
Zurich American
GLO 8210196-07 5/31/2004–5/31/2005
Insurance Company
Zurich American
GLO 8210196-08 5/31/2005–5/31/2006
Insurance Company
Zurich American
GLO 8210196-09 5/31/2006–5/31/2007
Insurance Company
Zurich American
GLO 8210196-10 5/31/2007–5/31/2008
Insurance Company
Zurich American
GLO 8210196-11 5/31/2008–5/31/2009
Insurance Company
US-DOCS\120811676.4

Zurich American
GLO 8249662-00 5/31/2009–5/31/2010
Insurance Company
Zurich American
GLO 8249662-01 5/31/2010–5/31/2011
Insurance Company
Zurich American
GLO 8249662-02 5/31/2011–5/31/2012
Insurance Company
Zurich Insurance
Company Ltd 8828308 5/31/1997-5/31/2007
(Canadian Branch)
Zurich Insurance
Company Ltd 8835547 5/31/2007-5/31/2009
(Canadian Branch)
Zurich Insurance
Company Ltd 8837911 5/31/2009-5/31/2011
(Canadian Branch)
US-DOCS\120811676.4
SCHEDULE VII
Cyprus Corporate Parties
• Ajo Improvement Company [AZ]

• Amax Arizona, Inc. [NV]
• Amax Energy Inc. [DE]
• Amax Exploration, Inc. [DE]
• Amax Metals Recovery Inc. [DE]
• Amax Nickel Overseas Ventures, Inc. [DE]
• Amax Research & Development, Inc. [DE]
• Amax Specialty Coppers Corporation [DE]
• Amax Specialty Metals (Driver), Inc. [DE]
• Amax Zinc (Newfoundland) Limited [DE]
• American Metal Climax, Inc. [DE]
• Ametalco Limited [UK]
• Ametalco, Inc. [DE]
• Apache Nitrogen Products, Incorporated [AZ]
• Arguello Inc. [DE]
• Arroyo Grande Land Company LLC [DE]
• Asarel-Exploration AD [Bulgaria]
• Atlantic Copper, S.L.U. [Spain]
• AZ Big Sandy, LLC [NV]
• Bagdad Fire and Rescue, Inc. [DE]
• Balkan Metals and Minerals EOOD [Bulgaria]
• Bisbee Queen Mining Co. [DE]
• Blackwell Zinc Company, Inc. [DE]
• Byner Cattle Company [NV]
• Cane River Development LLC [DE]
• Capital Gestao de Negocios LTDA. [Brazil]
• Carollite Holdings B.V. [The Netherlands]
• Cattierite Holdings Coöperatief U.A. [The Netherlands]
• Chino Acquisition LLC [DE]
• Climax Canada LTD. [DE]
• Climax Engineered Materials, LLC [CO]
• Climax Molybdenum Asia Corporation [DE]
• Climax Molybdenum B.V. [The Netherlands]
• Climax Molybdenum China Corporation [DE]
• Climax Molybdenum Company [DE]
• Climax Molybdenum GMBH [Germany]
• Climax Molybdenum Marketing Corporation [DE]
• Climax Molybdenum U.K. Limited [UK]
• Cobaltite Holdings Limited [Bermuda]
• Compania Exploradora De La Isla, S.A. [Cuba]
US-DOCS\120811676.4
• Copper Market Inc. [AZ]

• Copper Overseas Service Company [DE]
• CuAu International Holdings (BVI) LTD. [BVI]
• Cukaru Peki B.V. [The Netherlands]
• Cyprus Amax Indonesia Corporation [DE]
• Cyprus Amax Minerals Company [DE]
• Cyprus Climax Metals Company [DE]
• Cyprus Copper Marketing Corporation [DE]
• Cyprus Copperstone Gold Corporation [DE]
• Cyprus El Abra Corporation [DE]
• Cyprus Exploration and Development Corporation [DE]
• Cyprus Gold Company [DE]
• Cyprus Gold Exploration Corporation [DE]
• Cyprus Metals Company [DE]
• Cyprus Mines Corporation [DE]
• Cyprus Pinos Altos Corporation [DE]
• Cyprus Specialty Metals Company [DE]
• Cyprus Tohono Corporation [DE]
• Discovery Metals Kazakhstan LLP [Kazakhstan]
• Drum Mountains Mineral Properties LLC [DE]
• Eastern Mining Company, Inc. [DE]
• Enarotali Gold Project Limited [Isle of Jersey]
• Exploraciones Antakana S.A.C. [Peru]
• FCX Investment LLC [DE]
• FCX Investment LTD [Cayman Islands]
• FCX Oil & Gas LLC [DE]
• Flobarco S.A. de C.V. [Mexico]
• FM Chile Holdings Inc. [DE]
• FM Myanmar Holding LTD. [Bermuda]
• FM O&G Mexico Holdings B.V. [The Netherlands]
• FM O&G Mexico Intermediate Holdings B.V. [The Netherlands]
• FM Services Company [DE]
• FNS Holdings, LLC [AZ]
• Freeport Asia Holdings PTE. LTD. [Singapore]
• Freeport Azufre Limitada [Chile]
• Freeport Canadian Exploration Company [DE]
• Freeport Cobalt Americas LLC [DE]
• Freeport Cobalt Asia LTD. [Taiwan]
• Freeport Cobalt Europe GMBH [Germany]
• Freeport Cobalt Japan Inc. [Japan]
• Freeport Cobalt OY [Finland]
• Freeport Cobalt Trading (Shanghai) Co., LTD. [China]
• Freeport Copper Company [DE]
• Freeport Finance Company B.V. [Netherlands]
US-DOCS\120811676.4
• Freeport International, Inc. [DE]

• Freeport Minerals Corporation [DE]
• Freeport Overseas Service Company [DE]
• Freeport Research and Engineering Company [DE]
• Freeport Sulphur Company [DE]
• Freeport Warim Inc. [DE]
• Freeport-McMoRan Inc. [DE]
• Freeport-McMoRan Australasia Inc. [DE]
• Freeport-McMoRan Bagdad Inc. [DE]
• Freeport-McMoRan Bulgaria B.V. [The Netherlands]
• Freeport-McMoRan Chino Inc. [DE]
• Freeport-McMoRan Chino Mines Company [NM]
• Freeport-McMoRan Cobalt Holdings Limited [Bermuda]
• Freeport-McMoRan Copper & Gold China Corporation [Cayman Islands]
• Freeport-McMoRan Copper & Gold Energy Services LLC [DE]
• Freeport-McMoRan Copper & Gold Investment Co., S.A. [Cayman Islands]
• Freeport-McMoRan do Brasil Mineração LTDA. [Brazil]
• Freeport-McMoRan Energy LLC [DE]
• Freeport-McMoRan Exploration & Production LLC [DE]
• Freeport-McMoRan Exploration Australia PTY LTD [Australia]
• Freeport-McMoRan Exploration Corporation [DE]
• Freeport-McMoRan Mercantile Company Inc. [DE]
• Freeport-McMoRan Miami Inc. [DE]
• Freeport-McMoRan Mineral Properties Canada Inc. [Canada]
• Freeport-McMoRan Mineral Properties Inc. [DE]
• Freeport-McMoRan Morenci Inc. [DE]
• Freeport-McMoRan Nevada LLC [DE]
• Freeport-McMoRan of Canada Limited [DE]
• Freeport-McMoRan Oil & Gas Inc. [DE]
• Freeport-McMoRan Oil & Gas LLC [DE]
• Freeport-McMoRan Safford Inc. [DE]
• Freeport-McMoRan Sales Company Inc. [DE]
• Freeport-McMoRan Shelf Properties LLC [DE]
• Freeport-McMoRan Sierrita Inc. [DE]
• Freeport-McMoRan Spain Inc. [DE]
• Freeport-McMoRan Tyrone Inc. [DE]
• Freeport-McMoRan Tyrone Mining LLC [NM]
• Fundacion Freeport-McMoRan Chile [Chile]
• Gaviota Gas Plant Company [CA]
• Grand Ecaille Land Company, Inc. [LA]
• Gulf Coast Ultra Deep Royalty Trust [DE]
• Habirshaw Cable and Wire Corporation [DE]
• Hidalgo Mining, LLC [NM]
• International Administrative Services Company [DE]
US-DOCS\120811676.4
• International Air Capital Inc. [DE]

• International Asaz LLC [DE]
• International Mining Investments, LLC [DE]
• International Purveyors Inc. [DE]
• International Support LLC [DE]
• James Douglas Insurance Company, LTD. [Bermuda]
• Jenny East Holdings LTD. [Bermuda]
• JRTW Holdings Inc. [DE]
• Kameni Potok Coöperatief U.A. [The Netherlands]
• Kisanfu Holdings LTD. [Bermuda]
• K-Mc Venture I LLC [DE]
• Koboltti Chemicals Holdings Limited [Bermuda]
• Las Quintas Serenas Water Co. [AZ]
• LHD Ventures, LLC [DE]
• Lompoc Land Company LLC [DE]
• Main Pass Energy Hub LLC [DE]
• McMoRan Exploration LLC [DE]
• Mcmoran Oil & Gas LLC [DE]
• Midwest Land Acquisition Company LLC [DE]
• Minera Cuicuilco S.A. de C.V. [Mexico]
• Minera Freeport-McMoRan South America Limitada [Chile]
• Minera Freeport-McMoRan South America S.A.C. [Peru]
• Missouri Lead Smelting Company [DE]
• Molinos Corporation [AZ]
• Montebello Land Company LLC [DE]
• MSS Properties, LLC [DE]
• Mt. Emmons Mining Company [DE]
• Nabire Bakti LLC [DE]
• Nicaro Nickel Company [DE]
• Nuevo Energy Company [DE]
• Overseas Service Company [DE]
• Pacific Western Land Company [CA]
• PD Peru, Inc. [DE]
• PD Receivables, LLC [DE]
• PDM Energy, LLC [AZ]
• PDRC Laurel Hill 9, LLC [DE]
• PDRC Laurel Hill Development, LLC [DE]
• Phelps Dodge Ajo, Inc. [DE]
• Phelps Dodge Congo S.A.R.L. [DRC]
• Phelps Dodge Development Corporation [DE]
• Phelps Dodge Hidalgo, Inc. [DE]
• Phelps Dodge High Performance Conductors of NJ, Inc. [NJ]
• Phelps Dodge Holdings Mexico, S.A. de C.V. [Mexico]
• Phelps Dodge Industries, Inc. [DE]
US-DOCS\120811676.4
• Phelps Dodge Katanga Corporation [DE]

• Phelps Dodge Mining (Zambia) Limited [Zambia]
• Phelps Dodge Molybdenum Corporation [DE]
• Phelps Dodge of Africa, LTD. [DE]
• Phelps Dodge Refining Corporation [DE]
• Plains Acquisition Corporation [DE]
• Plains Offshore LLC [DE]
• Plains Offshore Operations Inc. [DE]
• Plains Vietnam LTD. [Cayman Islands]
• Pogo Partners, Inc. [TX]
• Point Arguello Natural Gas Line Company [CA]
• Point Arguello Pipeline Company [CA]
• PT Airfast Aviation Facilities Company [Indonesia]
• PT Eksplorasi Nusa Jaya [Indonesia]
• PT Freeport Indonesia [Indonesia]
• PT Freeport Management Indonesia [Indonesia]
• PT IRJA Eastern Minerals [Indonesia]
• PT Kencana Infra Nusakarya [Indonesia]
• PT Kencana Wisata Nusakarya [Indonesia]
• PT Manyar Maju Refinery [Indonesia]
• PT Mineserve International [Indonesia]
• PT Mitradaya Vulkanisindo [Indonesia]
• PT Nabire Bakti Mining [Indonesia]
• PT Papua Utama Mitra [Indonesia]
• PT Puncakjaya Power [Indonesia]
• PT Rio Tinto Indonesia [Indonesia]
• PT Smelting [Indonesia]
• PXP Aircraft LLC [DE]
• PXP Gulf Coast LLC [DE]
• PXP Louisiana LLC [DE]
• PXP Louisiana Operations LLC [DE]
• PXP Luxembourg S.A.R.L. [Luxembourg]
• PXP Morocco B.V. [The Netherlands]
• PXP Oil & Gas Inc. [DE]
• PXP Producing Company LLC [DE]
• PXP Resources LLC [DE]
• Rakita Exploraton DOO BOR [Serbia]
• Red Metal Limited [Australia]
• Servicios Especiales Nacionales, SA de CV a.k.a. “PD SENSA” [El Salvador]
• Silver Springs Ranch, Inc. [CO]
• Sociedad Contractual Minera El Abra [Chile]
• Sociedad Minera Cerro Verde S.A.A. [Peru]
• Southern Bayou Holdings, LLC [DE]
• Southern Discovery Metals LTD. [BVI]
US-DOCS\120811676.4
• Southern Pearl Holdings, LLC [DE]

• Suva Reka (BVI) LTD. [BVI]
• Tank Barge LLC [DE]
• The Morenci Water & Electric Company [AZ]
• Timok JVSA (BVI) LTD. [BVI]
• Timok Metals D.O.O. BOR [Serbia]
• Tucson, Cornelia and Gila Bend Railroad Company [AZ]
• United States Metals Refining Company [DE]
• Warren Company [AZ]
• Western Nuclear, Inc. [DE]
US-DOCS\120811676.4
SCHEDULE VIII
Cyprus Talc Insurance Policies
Insurer Policy Number Policy Start Policy End

American Insurance Company K2238871 May 23, 1961 May 23, 1962
American Insurance Company K2290639 May 23, 1964 October 15, 1964
Continental Casualty Company CL4284386 October 15, 1964 January 1, 1965
Continental Casualty Company RDX9996941 October 15, 1964 April 17, 1965
Employers Surplus Lines Insurance E504218 October 15, 1964 April 17, 1965
Company
Employers Surplus Lines Insurance E504219 October 15, 1964 April 17, 1965
Company
Continental Casualty Company CL24319352 January 1, 1965 January 1, 1966
Employers Surplus Lines Insurance E509914 April 17, 1965 February 2, 1968
Company
Harbor Insurance Company 102632 April 17, 1965 January 31, 1968
Continental Casualty Company 2402140673 January 1, 1966 January 1, 1969
Employers Surplus Lines Insurance E513910 February 1, 1968 March 1, 1971
Company
Continental Casualty Company CCP2404125889 January 1, 1969 November 1, 1969
Continental Casualty Company CCP2405051090R November 1, 1969 November 1, 1972
Employers Surplus Lines Insurance E63850 March 1, 1971 March 1, 1972
Company
CNA Casualty of California RDU9231389 March 1, 1972 March 1, 1973
Midland Insurance Company XL1952 March 1, 1972 March 1, 1973
Mission Insurance Company M74758 March 1, 1972 March 1, 1973
Fireman’s Fund Insurance XLX1056187 March 1, 1972 March 1, 1973
Company
Aetna Casualty & Surety Company 01XN244WCA March 1, 1972 March 1, 1973
Continental Casualty CCP9677215R November 1, 1972 October 1, 1974
Reserve Insurance Company UCP00067 March 1, 1973 April 2, 1975
Stonewall Insurance Company D11910 March 1, 1973 July 1, 1976
Truck Insurance Exchange 3504134 October 1, 1974 July 1, 1980
Central National Insurance CNU122873 April 2, 1975 April 2, 1976
Company of Omaha
Mission Insurance Company M830271 April 2, 1975 April 2, 1976
Central National Insurance CNU125306 April 2, 1976 July 1, 1977
Company of Omaha
Mission Insurance Company M832531 April 2, 1976 April 2, 1977
Stonewall Insurance Company 13584 July 1, 1976 July 1, 1977
Granite State Insurance Company SCLD 80-93902 July 1, 1976 July 1, 1977
US-DOCS\120811676.4

Lexington Insurance Company LC0140 July 1, 1977 July 1, 1978
Pine Top Insurance Company MLP 100304 July 1, 1977 July 1, 1978
Columbia Casualty Company RDX3652421 July 1, 1977 July 1, 1978
Harbor Insurance Company 135171 July 1, 1978 July 1, 1979
Columbia Casualty Company RDX4169299 July 1, 1978 July 1, 1979
AIU Insurance Company 75100270 July 1, 1978 July 1, 1979
Mission Insurance Company M843870 July 1, 1978 July 1, 1979
Union Indemnity Insurance UF11 00 128 June 1, 1979 June 1, 1980
Company of New York
London Market 881/ULL0705 June 1, 1979 June 1, 1980
Lexington Insurance Company 5512603 June 1, 1979 June 1, 1980
Gibraltar Casualty Company GMX 00143 June 1, 1979 June 1, 1980
Central National Insurance CNZ 14-16-28 June 1, 1979 June 1, 1980
Company of Omaha (The)
Federal Insurance Company (80) 7922-6248 June 1, 1979 June 1, 1980
National Union Fire Insurance BE1326219 July 1, 1979 July 1, 1980
Company of Pittsburgh, Pa.
Insurance Company of North ISL 1083 July 1, 1979 July 1, 1981
America
Employers Mutual Casualty MMO71462 June 1, 1980 June 1, 1981
Company
London market insurers WM22007 & June 1, 1980 June 1, 1981
UMH0287
Company
International Surplus Lines XSI6996 June 1, 1980 June 1, 1981
Insurance Company
UMH0288
Company
Landmark Insurance Company FE40000337 June 1, 1980 June 1, 1981
Insurance Company
UMH0289
Central National Insurance CNZ142075 June 1, 1980 June 1, 1981
Company of Omaha
Granite State Insurance Company 6680-2317 June 1, 1980 June 1, 1981
Union Indemnity Insurance UF1100193 June 1, 1980 June 1, 1981
Company
US-DOCS\120811676.4

AIU Insurance Company 75-1010687 June 1, 1980 June 1, 1981
Travelers Indemnity Company TJEX121T880A80 June 1, 1980 June 1, 1981
Gibraltar Casualty Company GMX00619 June 1, 1980 June 1, 1981
First State Insurance Company 930527 June 1, 1980 June 1, 1981
Federal Insurance Company 81-79226248 June 1, 1980 June 1, 1981
Allianz Underwriters, Inc. AUX5200117 June 1, 1980 June 1, 1981
Insurance Company
Integrity Insurance Company XL201671 June 1, 1980 June 1, 1981
Birmingham Fire Insurance SE6073736 June 1, 1980 June 1, 1981
Company of Pennsylvania
National Union Fire Insurance 1226464 June 1, 1980 June 1, 1981
American Excess Insurance EUL5074786 June 1, 1980 June 1, 1981
Company
Northbrook Excess and Surplus 63006816 June 1, 1980 June 1, 1981
Insurance Company
Insurance Company of North XCP143852 June 1, 1980 June 1, 1981
America
London Market UMH0450 September 19, 1980 June 1, 1981
London market insurers WM23009 & September 19, 1980 June 1, 1981
WMBA400
Midland Insurance Company XL152834 October 1, 1980 June 1, 1981
Protective National Insurance XUB18068-62 October 1, 1980 June 1, 1981
Company of Omaha
International Surplus Lines XSI7184 October 1, 1980 June 1, 1981
Insurance Company
First State Insurance Company 931168 October 1, 1980 June 1, 1981
Federal Insurance Company 7922-6337 October 1, 1980 June 1, 1981
American Excess Insurance EUL5075361 October 1, 1980 June 1, 1981
Company
Lexington Insurance Company 5512663 October 1, 1980 June 1, 1981
International Surplus Lines XSI7138 October 1, 1980 June 1, 1981
Insurance Company
London market insurers WN30027 & June 1, 1981 June 1, 1982
UNH0204
International Insurance Company 5220293553 June 1, 1981 June 1, 1982
US-DOCS\120811676.4

London market insurers WN31008, June 1, 1981 June 1, 1982
UNH0205 &
UNH0206
London Market 551/UNH0207 June 1, 1981 June 1, 1982
London Market UNH0237 June 1, 1981 June 1, 1982
London market insurers WN31009 June 1, 1981 June 1, 1982
London market insurers WNBK300 June 1, 1981 June 1, 1982
London market insurers WN31018 June 1, 1981 June 1, 1982
Travelers Indemnity Company TJEX121T880A81 June 1, 1981 June 1, 1982
Northbrook Excess and Surplus 63008-019 June 1, 1981 June 1, 1982
Insurance Company
America
Federal Insurance Company 8207922 6248 June 1, 1981 June 1, 1982
Company
Midland Insurance Company XL723954 June 1, 1981 June 1, 1982
Protective National Insurance XUB1806914 June 1, 1981 June 1, 1982
Company of Omaha
American Excess Insurance EUL5081285 June 1, 1981 June 1, 1982
Company
London market insurers UPH0171 June 1, 1982 June 1, 1983
US-DOCS\120811676.4

London market insurers UPH0337 & June 1, 1982 June 1, 1983
UPH0174
London market insurers UPH0338 & June 1, 1982 June 1, 1983
UPH0175
Insurance Company
America
Federal Insurance Company (83)7922-62-48 June 1, 1982 June 1, 1983
Company
Company of Omaha
Insurance Company
London market insurers UQH0180 June 1, 1983 June 1, 1984
London market insurers UQH0181, June 1, 1983 June 1, 1984
UQH0182 &
UQH0186
London market insurers UQH0183 & June 1, 1983 June 1, 1984
UQH0187
UQH0184
UQH0189
US-DOCS\120811676.4

Federal Insurance Company (84)7922-62-48 June 1, 1983 June 1, 1984
America
Company
Company of Omaha
Pine Top Insurance Company XL700011 June 1, 1983 June 1, 1984
Insurance Corporation of Ireland XL7-13000-0 June 1, 1983 June 1, 1984
Century Indemnity Company CIZ425524 June 1, 1983 June 1, 1984
Marine Office of America EXH101628 June 1, 1983 June 1, 1984
Corporation
Zurich American Insurance 8129701 June 1, 1983 June 1, 1984
Company
Century Indemnity Company CIZ425525 June 1, 1983 June 1, 1984
Constitution State CCA841F503A June 1, 1983 June 1, 1984
Royal Insurance Company RED102107 June 1, 1983 June 1, 1984
Republic Insurance Company CDE0796 June 1, 1983 June 1, 1984
Home Insurance Company HEC1203840 June 1, 1983 June 1, 1984
London market insurers URH0093 June 1, 1984 June 1, 1985
London market insurers URH0098 & June 1, 1984 June 1, 1985
URH0162
Allianz Underwriters, Inc. [unknown] June 1, 1984 June 1, 1985
URH0161
URH0160
US-DOCS\120811676.4

America
First State Insurance Company EU002200 June 1, 1984 June 1, 1985
Federal Insurance Company 85-79226248 June 1, 1984 June 1, 1985
Republic CDE 1159 June 1, 1984 June 1, 1985
Old Republic Insurance Company ZC46316 July 1, 1985 July 1, 1986
Lexington Insurance Company USA 0370 July 1, 1985 July 1, 1986
Lexington Insurance Company USA 0371 July 1, 1985 July 1, 1986
Old Republic Insurance Company ZC46784 July 1, 1986 July 1, 1987
Lexington Insurance Company 5572150 November 26, 1986 July 1, 1987
Old Republic Insurance Company ZZ50105 July 1, 1987 July 1, 1988
Lexington Insurance Company 5521451 July 1, 1987 July 1, 1988
National Union Fire Insurance RMGLCM 459-69- July 1, 1989 July 1, 1990
Company of Pittsburgh, Pa. 51
National Union Fire Insurance RMGL 459-69-50 July 1, 1989 July 1, 1990
National Union Fire Insurance GLA 459-69-56 July 1, 1989 July 1, 1990
Lexington Insurance Company 556-7598 July 1, 1989 July 1, 1990
XL Insurance Company XLUMB-00592 July 1, 1989 July 1, 1999
National Union Fire Insurance CLM 308-33-90 July 1, 1991 July 1, 1992
US-DOCS\120811676.4
EXHIBIT B
Financial Projections – North American Debtors
US-DOCS\120811663.4
Financial Projections: Imerys Talc America, Inc., Imerys Talc Vermont, Inc. and Imerys
Talc Canada Inc.
Introduction
Imerys Talc America, Inc. (“ITA”), Imerys Talc Vermont, Inc. (“ITV”) and Imerys Talc
Canada Inc. (“ITC”), with the assistance of their restructuring, legal, and financial advisors, have
prepared these projections (the “North American Debtors Projections”). The North American
Debtors Projections should be read in connection with the assumptions and qualifications as
described herein and in the Disclosure Statement.1 For the purpose of projecting liabilities and
continuing costs, the Debtors have assumed that the Effective Date of the Plan will be July 31,
2021.2
In order to fully administer the Plan, it is estimated that the Reorganized North American
Debtors will require a consolidated cash balance totaling approximately $24.7 million. The cash
balance is expected to be funded, as of the Effective Date, through a combination of the following
sources:
 Cash held by the Debtors as of the date operations are discontinued and assets are
transferred to a third party buyer;
 liquidation of any remaining receivable owed from Imerys USA to ITA or ITV;
 liquidation of any remaining receivable owed from Imerys S.A. to ITC;
 contribution from the Imerys Non-Debtors totaling $5.0 million to pay general unsecured
claims of the North American Debtors;
 the Contingent Contribution; and
 proceeds from the Sale (subject to certain reductions).3
Estimated liabilities included as part of the North American Debtors Projections have been
allocated to four separate Reserves, as required pursuant to the Plan. Funds held in the Reserves
attributable to these liabilities will be disbursed on or following the Effective Date. The table
below summarizes the projected disbursements and related timing, by year. The sections that
follow provide additional details for the underlying costs within each Reserve.
1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Ninth
Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates Under
Chapter 11 of the Bankruptcy Code (as may be amended from time to time, the “Plan”).
2
If the Plan is accepted by the requisite number of claimants in Class 4, Imerys Talc Italy S.p.A. (“ITI”) will
commence a bankruptcy case that will be, pending entry of an order by the Bankruptcy Court, jointly administered
under Case No. 19-10289 (LSS). Financial projections related to ITI are separately attached to the Disclosure
Statement.
3
The North American Debtor Projections assume that the sale of the North American Debtors’ assets to Magris
Resources Canada Inc. pursuant to the Asset Purchase Agreement (as approved by the Sale Order) will close prior to
the Effective Date.
US-DOCS\120910959.1
Plan of Reorganization: Funding Rollforward

2021 2022 2023-2030 Total
($ in 000s)
Beginning Cash Balance $24,734 $8,232 $3,778 $24,734
Reserved Liabilities
Administrative Claim Reserve (1,851) (135) (34) (2,020)
Fee Claim Reserve (8,474) - - (8,474)
Disputed Claims Reserve (357) - - (357)
Reorganized North American Debtor Cash Reserve (5,820) (1,754) (3,744) (11,319)
Total Disbursements (16,503) (1,889) (3,778) (22,170)
Undistributed Imerys S.A. contribution for General Unsecured Claims (transferred to Trust) - (2,564) - (2,564)
Total Estate Disbursements (16,503) (4,454) (3,778) (24,734)
Ending Cash Balance $8,232 $3,778 $0 $0
Administrative Claim Reserve
As of the Effective Date, the Debtors project that certain Administrative Claims will be
incurred, but remain unpaid. In addition to any accrued and unpaid Administrative Claims as of
the Effective Date, the Estates will continue to incur costs, which would be granted administrative
expense priority and/or be paid from the Administrative Claim Reserve, until the final decree is
entered. The full balance of projected claims allocated to the Administrative Claim Reserve are
discussed below.
United States Trustee Fees
Includes quarterly United States Trustee fees accrued for the period through July 2021.
Individual balances for each of the North American Debtors are as follows:
($s in thousands)
 Imerys Talc America $250.0
 Imerys Talc Vermont $28.0
 Imerys Talc Canada $88.0
Contract Cures
The Debtors do not currently estimate any reserve requirements related to contract cures,
as no service agreements or similar third-party contracts are necessary post-Effective Date. To the
extent certain indemnification agreements are deemed executory, the Debtors would likely assume
such contracts, and currently do not estimate any cures with respect to such agreements.
Fees and Expenses of the Canadian Information Officer and Counsel to the Information Officer
The Information Officer is expected to remain in place until a final decree is entered in
order to ensure adequate treatment of Canadian creditors and to close out the Canadian Proceeding.
Estimated costs for the Information Officer and counsel to the Information Officer total $270.0
thousand.
US-DOCS\120910959.1
Excluded Liabilities
Certain administrative expenses incurred as of the Sale Closing Date, namely property
taxes and royalties, have due dates that arise after the Effective Date. As such, these obligations,
totaling approx. $0.7 million, will remain unpaid as of the Effective Date and require to be
reserved.
Post-Effective Date Claim Activities
The Debtors anticipate being required to undertake certain activities corresponding to the
transfer of Talc Personal Injury Trust Assets to the Talc Personal Injury Trust. These activities
include, but are not limited to, eDiscovery, document production, and maintaining records. In
addition to these costs, the Debtors also estimate additional costs will be incurred by the
Reorganized North American Debtors related to post-Effective Date claim objections (as related
to Administrative Claims), other sale costs, and contingencies.
503(b)(9) and Disputed Administrative Claims
The Debtors’ estimates currently include $472.5 thousand for allowed 503(b)(9) claims,
Disputed Administrative Claims, and Administrative Claims not yet identified.
Fee Claim Reserve
Concurrent with the Effective Date, any accrued and unpaid professional fees will be held
in the Fee Claim Reserve. These unpaid professional fees remain subject to Bankruptcy Court
approval and timing per the Compensation Procedures Order. Professional fees included with the
Fee Claim Reserve include:
 retained professionals for the Debtors, FCR, and Tort Claimants’ Committee; and
 monthly fee applications, interim fee applications, and final fee applications not otherwise
paid prior to the Effective Date.
Note: Restructuring professionals fees related to ITI are excluded from the Fee Claim Reserve. It
is assumed that all restructuring fees related to ITI will be paid directly by ITI or reimbursed by
ITI to ITA prior to the Effective Date. It is also assumed that investment bankers’ transaction and
advisory fees will be paid after the Sale Closing Date, but prior to the Effective Date.
Disputed Claims Reserve
The Debtors and their advisors continue to reconcile Claims recorded on the Claims
Register maintained by Prime Clerk LLC (“Prime Clerk”). Amounts included in the Disputed
Claims Reserve are maintained for distributable amounts required to be set aside on account of
Disputed Non-Talc Claims. If the Debtors prevail in their objections to Disputed Non-Talc Claims
included within this Reserve, any undistributed amounts from this Reserve will be transferred to
US-DOCS\120910959.1
Reorganized North American Debtor Cash Reserve
The following section details key assumptions and post-Effective Date costs that are
required to be reserved, and will be paid from Cash held by the Estates. The Reorganized North
American Debtor Cash Reserve will be funded in a sufficient amount to satisfy certain Non-Talc
Claims, and account for post-Effective Date obligations of the Reorganized North American
Debtors, including, but not limited to, amounts necessary to (i) resolve potential environmental
liabilities excluded from Asset Purchase Agreement, including estimated winddown costs,
(ii) compensate the Disbursing Agent, (iii) enforce all rights to commence and pursue certain
causes of action (as applicable), and (iv) administer the Canadian Proceeding.
Environmental Liabilities
The Debtors’ environmental advisor, Ramboll US Corporation, prepared cost estimates for
the closure of certain of the Debtors’ former operational sites not otherwise sold as part of the Sale
(“Former Sites”), as well as certain pre-closure environmental matters. Estimates related to
potential environmental liabilities of Former Sites (that were not assumed by the Buyer), including
a potential insurance policy, total approximately $4.2 million.
Disbursing Agent
The Plan requires appointment of a Disbursing Agent to make or facilitate Distributions

pursuant to the Plan. Projected costs for the Disbursing Agent, during the post-Effective Date
period, total approximately $1.4 million. The following key assumptions outline this position and
related costs:
 Retention of a third party professional services firm with experience in these matters;
 Financial books and records electronically archived prior to the Effective Date; and
 Disbursing Agent will require ten (10) years from the Effective Date to close the North
American Debtors’ Chapter 11 Cases.
As the responsible party for the Reorganized North American Debtors, it is anticipated that
the Disbursing Agent’s role will include the following:
 Compliance with fiduciary duties required by the Reorganized North American Debtors;
 Assist legal counsel with filing objections to any Disputed Non-Talc Claims;
 Remit Distributions to holders of remaining Allowed Non-Talc Claims;
 Prosecute remaining Estate Causes of Action (if and as applicable);
 Distribute agreed documents and assets to the Talc Personal Injury Trust;
 File tax returns; and
 Oversee winddown of Former Sites, including resolution of remaining environmental
claims (estimated to take approximately ten (10) years in total).
US-DOCS\120910959.1
Legal Counsel
Legal counsel to provide support for Disbursing Agent mandates. The current reserve
estimate of $1.1 million assumes legal counsel’s role will involve the following:
 Resolve Claims objections;

 Resolve Disputed Claims;
 Respond to United States Trustee inquiries;
 Final decree to close Chapter 11 Cases for the North American Debtors; and
 Advise on any legal disputes arising from winddown of Former Sites.
Counsel for Canadian Recognition Proceeding
Canadian counsel will need to be retained as the Canadian Proceeding will continue until
the ITA and ITV Chapter 11 Cases are closed. The estimated costs of $200.0 thousand are based
on a historical 3-month average incurred costs during the pendency of these Chapter 11 Cases.
Noticing Agent
Estimated costs of $765.0 thousand incurred by Prime Clerk from the Effective Date
through entry of final decree for services including maintenance of official Claims Register,
noticing, serving objections, motions and distributions, if requested.
Independent Contractor Costs
Additional costs to periodically engage legacy Debtor personnel as contractors for ad hoc
services projected to total approximately $40.0 thousand.
Final Post-Effective Activities
Included within the Reorganized North American Debtor Cash Reserve are estimates for a
variety of other potential costs the Reorganized North American Debtors could incur post-
Effective Date. These estimates total $465.0 thousand and include, without limitation:
 Cooperation costs (e.g., expenses incurred under the Cooperation Agreement as outlined
therein);
 Filing of tax returns;
 Provide W-2s to former employees; and
 Document retention and destruction.
Allowed Non-Talc Claims
Through extensive claim reconciliation efforts, the Debtors and their advisors estimate that
Distributions on account of Allowed Non-Talc Claims will be as follows:
 Priority & Secured Claims: $800.0 thousand
US-DOCS\120910959.1
 Unsecured Claims: $2.1 million
Post-Effective Date United States Trustee Fee
Reserved amount totals $210.0 thousand, and is based on projected disbursements made
by the Reorganized North American Debtors following the Effective Date. This estimate utilizes
the same methodology and assumptions applied for each United States Trustee quarterly fee
payment calculated during the pendency of the Chapter 11 Cases.
US-DOCS\120910959.1
EXHIBIT C
Financial Projections - ITI
US-DOCS\120811663.4
Financial Projections: Imerys Talc Italy S.p.A.

Introduction
Imerys Talc Italy S.p.A. (“ITI”), with the assistance of its restructuring, legal, and financial
advisors, has prepared these projections (the “Financial Projections”). The Financial Projections
should be read in connection with the assumptions and qualifications as described herein and in
the Disclosure Statement.1 The Financial Projections represent management’s estimate of the
statements of income and simplified statements of cash flows forecasted over the period from 2020
through 2023 (the “Projection Period”).
Accounting Policies
The Financial Projections have been prepared by management using accounting policies
that are generally consistent with those applied in ITI’s internally reported financial statements.
The below projected financial information was not, however, prepared with a view toward
compliance with guidelines established by the American Institute of Certified Public Accountants,
the Financial Accounting Standards Board or the rules and regulations of the Securities &
Exchange Commission. The below Financial Projections have been disclosed to – but not been
examined or compiled by – independent auditors.
Projected Income Statement
($ in thousands)
Fiscal Year Ending December 31 2020 2021 2022 2023

Forecast Forecast Forecast Forecast
Sales 22,519 18,450 17,769 17,161
Growth YoY 10.4% (18.1)% (3.7)% (3.4)%
Variable Costs (8,150) (6,787) (6,508) (6,284)

Fixed Costs (8,860) (8,226) (8,386) (8,550)
Gross Margin 5,510 3,437 2,875 2,327
Gross Margin % 24.5% 18.6% 16.2% 13.6%
Total Overhead (366) (358) (361) (365)

Current Operating Income 5,143 3,079 2,513 1,962
Current Operating Income % 22.8% 16.7% 14.1% 11.4%

1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Ninth
Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its Debtor Affiliates Under
Chapter 11 of the Bankruptcy Code (as may be amended from time to time, the “Plan”).

US‐DOCS\120910945.1
Projected Statement of Cash Flows
($ in thousands)
Fiscal Year Ending December 31 2020 2021 2022 2023

Forecast Forecast Forecast Forecast
Current Operating Income 5,143 3,079 2,513 1,962
Depreciation 1,072 878 887 896

Depreciation ‐ Overburden assets 572 456 435 418
National income tax on current operating income (1,440) (862) (704) (549)
Operating Cash Flow 5,346 3,552 3,132 2,727
Maintenance CapEx (130) (130) (130) (130)

Growth CapEx (Overburden assets) (478) (478) (478) (478)
Capital Expenditures (959) (609) (609) (609)
Change in Working Capital (179) (179) (179) (179)
Free Operating Cash Flow 4,208 2,763 2,344 1,938
Note: EUR/USD FX rate as of November 31, 2020
Summary of Significant Assumptions

The Financial Projections are based on numerous assumptions regarding the anticipated
future operating performance of ITI, general business and economic conditions, and other factors.
Most of these assumptions are beyond the control of ITI and its management. Therefore, although
the Financial Projections are necessarily presented with numerical specificity, the actual results
achieved during the Projection Period will vary from the projected result. Although management
believes the assumptions underlying the Financial Projections, when considered on an overall
basis, are reasonable in light of current circumstances, actual results may differ subject to market
conditions and changes to the input costs.
Revenue and Operating Expenses
Revenues
The Financial Projections assume sales decrease at a compound annual growth rate of
8.7% during the Projection Period. This decrease over the Projection Period is primarily driven
by lower volumes – in terms of Dry Metric Tonne (“DMT”) – on specialties (in particular
pharmaceutical – premium products with higher €/DMT value – and chewing gum industries),
personal care products, and intercompany sales (mostly due to sales on North American market
and to the opening of a new talc mine in the Slovak Republic that will absorb Imerys Talc Austria
GmbH intercompany volumes). These Financial Projections take into consideration various
factors, including modest actions on pricing per DMT (+1% year on year, substantially aligned

US‐DOCS\120910945.1
with fundamental Italian inflation outlook), market dynamics, product mix (both volumes and
pricing), as well as different sales initiatives. However, the projections do not include any
corrective actions taken by management to offset expected volume declines. While not included
in the revenue projections, management has identified initiatives that would favorably impact the
current Financial Projections. Examples of these initiatives include new products that will increase
volumes within the food market, and capital investments (e.g., packing machine and dryer) that
will increase throughput volumes for pharmaceutical and cosmetic markets.
Variable Costs
Variable costs mainly include raw materials, consumables, freight costs, utilities, and
overburden costs (capitalized cost incurred when removing waste rock in order to access the
mineral deposit/ore and amortized over the expected remaining life of the mine) and were forecast
primarily based on historical trends and margins.
Total Fixed Costs
Fixed costs primarily represent personnel expenses, cleaning, maintenance and repair
costs, external services, and direct depreciation. Such costs were projected to increase based on
either historical levels growing at approximately 1% year over year or, as per labor cost, at a higher
2.5% per year in order to reflect the National Collective Bargaining Employment Contract renewal
recently negotiated with certain unions. As anticipated, the Financial Projections – even
considering a reduction in sales volume over the Projection Period – do not envisage any cost
savings initiatives that might partially or totally offset the margin erosion.
Overheads
Overheads mostly include Selling and Marketing Expenses and were forecast assuming a
1% increase per year.
Income Tax on Current Operating Income
The Financial Projections assume income tax expenses at an average tax rate of 29%
applied to Current Operating Income.
Capital Expenditures
Projected capital expenditures are forecast based on management's estimated investments
required to support the business. Such expenditures include maintenance, growth and overburden
capital expenditures. In addition, management is evaluating revisions to their 3-year capital
expenditure plan, and may include new investments not factored into these Financial Projections.
Those investments include geological exploration designed to lengthening the life of the mine, an
advanced packing machine and a dryer. The equipment under consideration would improve the
efficiency of operations, and offset potential negative sales trends in pharmaceutical and personal
care products.
Working Capital
The Financial Projections assume a flat working capital absorption over the Projection
Period. Please note that ITI has approximately $21.9M in receivables from Imerys Talc Europe
as of October 2020.

US‐DOCS\120910945.1
EXHIBIT D
Liquidation Analysis
US-DOCS\120811663.4
Liquidation Analysis
1) Introduction
The Debtors, with the assistance of their restructuring, legal, and financial advisors, have
prepared this hypothetical Liquidation Analysis in connection with the Debtors’ Plan and
Disclosure Statement pursuant to chapter 11 of the Bankruptcy Code.1 The Liquidation Analysis
indicates the estimated recoveries that may be obtained by Classes of Claims and Equity Interests
in a hypothetical liquidation pursuant to chapter 7 of the Bankruptcy Code upon disposition of
assets as an alternative to the Plan. Accordingly, asset values discussed herein may be different
than amounts referred to in the Plan. In addition, ITI is included in the Liquidation Analysis even
though ITI does not intend to file a chapter 11 bankruptcy petition unless holders of Claims in
Class 4 vote to accept the Plan.
Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires
that the Bankruptcy Court find, as a condition to confirmation of the Plan, that each holder of a
Claim or Equity Interest in each Impaired Class: (i) has accepted the Plan; or (ii) will receive or
retain under the Plan property of a value, as of the Effective Date, that is not less than the amount
that such Person would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy
Code. In order to make these findings, the Bankruptcy Court must: (1) estimate the cash proceeds
(the “Liquidation Proceeds”) that a chapter 7 trustee (the “Trustee”) would generate if each
Debtor’s chapter 11 case was converted to a chapter 7 case on the Effective Date and the assets of
such Debtor’s Estate were liquidated; (2) determine the distribution (the “Liquidation
Distribution”) that each holder of a Claim or Equity Interest would receive from the Liquidation
Proceeds under the priority scheme dictated in chapter 7; and (3) compare each holder’s
Liquidation Distribution to the distribution under the Plan that such holder would receive if the
Plan were confirmed and consummated. Accordingly, asset values discussed herein may be
different than amounts referred to in the Plan. The Liquidation Analysis is based upon certain
assumptions discussed herein and in the Disclosure Statement.
THE DEBTORS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING

THE ACCURACY OF THE ESTIMATES AND ASSUMPTIONS CONTAINED HEREIN, OR
A TRUSTEE’S ABILITY TO ACHIEVE FORECASTED RESULTS. IN THE EVENT THAT
THE CHAPTER 11 CASES ARE CONVERTED TO A CHAPTER 7 LIQUIDATION, ACTUAL
RESULTS COULD VARY MATERIALLY FROM THE ESTIMATES AND PROJECTIONS
SET FORTH IN THE LIQUIDATION ANALYSIS.
2) Basis of Presentation
The Liquidation Analysis has been prepared assuming that the Debtors’ chapter 7
liquidation would commence on or about July 31, 2021 (the “Liquidation Date”). The pro forma
values referenced herein are projected as of July 31, 2021. The Liquidation Analysis assumes
that if the Plan is not confirmed at the Confirmation Hearing likely to occur 30 to 120 days prior
1
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
the Ninth Amended Joint Chapter 11 Plan of Reorganization of Imerys Talc America, Inc. and Its Debtor
Affiliates Under Chapter 11 of the Bankruptcy Code (the “Plan”).
US-DOCS\120911017.1
to the Liquidation Date, the Chapter 11 Cases would convert to a chapter 7 liquidation. The
Liquidation Analysis was prepared on a legal entity basis for each Debtor and summarized into a
consolidated report.
For the North American Debtors, the Liquidation Analysis assumes the sale of substantially
all of the North American Debtors’ assets (the “Sale”) will close on or around January 31, 2021.
For ITI, the Liquidation Analysis represents an estimate of recovery values and percentages based
upon a hypothetical liquidation if a trustee were appointed by the Bankruptcy Court to convert
assets into cash. The determination of the hypothetical proceeds from the liquidation of assets is
a highly uncertain process involving the extensive use of estimates and assumptions that, although
considered reasonable by management and their advisors, are inherently subject to significant
business, economic, and competitive uncertainties and contingencies beyond the control of the
Debtors and their management team. The Liquidation Analysis should be read in conjunction
with the assumptions, qualifications, and explanations set forth in the Disclosure Statement and
the Plan in their entirety as well as the notes and assumptions set forth below.
The Liquidation Analysis assumes a timeline in which:
 The Sale closes on or around January 31, 2021;
 On the Liquidation Date, the North American debtors commence orderly wind-down
procedures over a 3-month period to wind-down the estate at which point all book-
keeping and claims distributions are finalized by October 31, 2021;
 on the Liquidation Date, ITI converts existing raw materials to finished goods for sale
to customers over a 1-month period, ceasing operations by August 31, 2021; and
 all ITI assets are assumed to be sold and book-keeping is finalized by November 30,
2021, over a 3-month period following the cessation of operations.
In preparing the Liquidation Analysis, the Debtors have estimated an amount of Allowed
Claims – except that no value has been estimated for Claims in Class 4 for the reasons set forth in
Note T below – or Equity Interests for each Class of claimants based upon a review of the Debtors’
balance sheets as of October 31, 2020, adjusted for estimated balances as of the Liquidation Date
where needed. The estimate of Allowed Claims in the Liquidation Analysis is based on the par
value of each of these Claims. The estimate of the amount of Allowed Claims and Equity Interests
set forth in the Liquidation Analysis should not be relied upon for any other purpose, including,
without limitation, any determination of the value of any distribution to be made on account of
Allowed Claims and Equity Interests under the Plan. The actual amount of Allowed Claims and
Equity Interests could be materially different from the amount of Claims estimated in the
Liquidation Analysis.2
2
For example, the cessation of business in a liquidation is likely to trigger certain claims that otherwise
would not exist under a chapter 11 plan absent a liquidation.
2
US-DOCS\120911017.1
For the avoidance of doubt, the Liquidation Analysis does not:
 include estimates for the tax consequences that may be triggered upon the liquidation
and sale of assets in the manner described above (although such tax consequences
may be material);
 assign value to Claims in Class 4 for the reasons discussed in Note T;
 estimate insurance or indemnity recoveries, including potential recoveries associated

with the J&J Indemnification Obligations, for purposes of determining the Liquidation
Proceeds, as the Debtors do not expect that insurance or indemnification recoveries
would be higher in a chapter 7 liquidation than they would be pursuant to the Plan;
 include recoveries resulting from any potential preference, fraudulent transfer, or

other litigation or avoidance actions; given the complexities in calculating such
estimates, and the costs associated with prosecuting such actions, any potential
recoveries were assumed to be negligible; or
 include recoveries potentially attributable to claims that are being settled under the
Plan or pursuant to separate settlement agreements (e.g., claims against Imerys S.A.,
Rio Tinto and Zurich, or Cyprus) as the Debtors assume that the value attributable to
such claims will be less in the context of a chapter 7 liquidation given that (i) any
recoveries on such claims will be offset by substantial legal costs associated with
prosecuting the claims and (ii) the settling parties would not be entitled to the same
injunctions and releases in the context of a chapter 7 liquidation.
3) Liquidation Process
This Liquidation Analysis assumes that substantially all of the assets of the North American
Debtors have been disposed of pursuant to the Sale. As such, a Trustee would not be required to
liquidate any material assets of the North American Debtors, but would still be required to oversee
all other aspects associated with the winding down the North American Debtors’ Estates over a 3-
month period. The Trustee’s mandate would primarily include:
 Oversight of the liquidation process and the related costs, including wind-down costs,
and Trustee, professional, and other administrative fees; and
 Distribution of net proceeds to creditors in accordance with the priority scheme under
chapter 7 of the Bankruptcy Code.
ITI’s hypothetical liquidation would be conducted in a chapter 7 environment with the

Trustee managing ITI’s Estate to maximize recovery in an expedited process. The Trustee’s initial
step would be to develop a liquidation plan to generate proceeds from the sale of entity specific
assets for distribution to creditors. The three major components of ITI’s liquidation are as follows:
 generation of cash proceeds from asset sales, largely sold on a piecemeal basis;
3
US-DOCS\120911017.1
 costs related to the liquidation process, such as personnel retention costs, severance,
Estate wind-down costs and Trustee, professional, and other administrative fees; and
 distribution of net proceeds generated from asset sales to the holders of Claims and
Equity Interests in accordance with the priority scheme under chapter 7 of the
Bankruptcy Code.3
4) Distribution of Net Proceeds to Claimants
Any available net proceeds would be allocated to the applicable holders of Claims and
Equity Interests in strict priority in accordance with section 726 of the Bankruptcy Code:
 Secured Claims: includes claims arising from post-petition contract claim at ITA and
capital leases and auto leases at ITI.
 Chapter 11 Administrative Expense and Priority Claims: includes post-petition

liabilities,4 priority taxes, and restructuring professional fees.
 Unsecured Claims: includes contract rejection claims, trade claims, environmental

liabilities, and various other unsecured liabilities.
 Talc Personal Injury Claims: includes claims against one or more of the Debtors
directly or indirectly arising out of or relating to the presence of or exposure to talc or
talc-containing products based on alleged acts or omissions of the Debtors or any other
entity for whose conduct the Debtors have or are alleged to have liability, prior to the
Effective Date.
 Intercompany Claims: includes claims held by both non-debtor affiliates and other
Debtors.
 Existing Equity Interests: includes any equity security in a Debtor as defined in section
101(16) of the Bankruptcy Code, including all common stock or units, preferred stock
or units, or other instruments evidencing an ownership interest in any of the Debtors.
5) Conclusion
The Debtors have determined, as summarized in the following analysis, upon the Effective
Date, the Plan will provide all holders of Claims and Equity Interests with a recovery (if any) that
is not less than what they would otherwise receive pursuant to a liquidation of the Debtors under
3
The liquidation process would include a reconciliation of claims asserted against the Estates to determine
the Allowed Claim amount per Class.
4
The Liquidation Analysis assumes that all employees of the North American Debtors will be transferred
to the Buyer pursuant to the Sale. Accordingly, post-petition vacation and severance costs contained within
the analysis correspond to ITI’s employees. For the avoidance of doubt, this Liquidation Analysis is a
hypothetical analysis, and the Sale of the North American Debtors’ assets to Magris Resources Canada Inc.
pursuant to the Sale Order has not yet closed.
4
US-DOCS\120911017.1
chapter 7 of the Bankruptcy Code, and as such believe that the Plan satisfies the requirement of
section 1129(a)(7) of the Bankruptcy Code.
Under the proposed Plan, holders of Unsecured Claims would be paid in full, and the Talc
Personal Injury Trust would receive contributions of at least (i) $75 million plus any remaining
portion of the Sale Proceeds (up to $223 million) on the Effective Date pursuant to the Imerys
Settlement (subject to the Contingent Contribution and certain reductions described in the Plan);5
(ii) $340 million pursuant to the Rio Tinto/Zurich Settlement; and (iii) $130 million pursuant to
the Cyprus Settlement. In a liquidation under chapter 7 of the Bankruptcy Code, there is no
guarantee that any of the funds to be paid pursuant to the Imerys Settlement, the Rio Tinto/Zurich
Settlement, or the Cyprus Settlement would be available for distribution to holders of Talc Personal
Injury Claims.
5
In addition, pursuant to the Imerys Settlement, the Imerys Non-Debtors will contribute (i) $5 million for
the payment of Allowed Claims in Class 3 against the North American Debtors, and (b) $2.5 million, which
represents the balance of the Intercompany Loans, to fund administrative expenses during the pendency of
the Chapter 11 Cases.
5
US-DOCS\120911017.1
The following Liquidation Analysis should be reviewed with the accompanying notes. The following tables reflect the rollup of the
deconsolidated liquidation analysis for the Debtors.
6
US-DOCS\120911017.1
[Remainder of This Page Intentionally Left Blank]
7
US-DOCS\120911017.1
Specific Notes to the Liquidation Analysis
Net Liquidation Proceeds6
 Note A - Cash & Cash Equivalents

o Consists of rollforward of book cash as of the Liquidation Date for all legal entities.
o Includes all cash held at SunTrust, Royal Bank of Canada, Signature Bank, Société
Générale Italy, and Intesa Sanpaolo.
o The projected cash balance for the North American Debtors as of July 31, 2021
reflects proceeds from the Sale and any additional pro forma cash activity through
the Liquidation Date.
o The projected cash balance for ITI as of July 31, 2021 is based on the latest pro
forma business plan projections prepared by ITI and its advisors.
o The Debtors estimate a 100% recovery of the pro forma balance of cash.
 Note B - Accounts Receivable

o The analysis assumes the North American Debtors’ accounts receivable balances
will be conveyed to the Buyer as part of the Sale; therefore no recoverable value is
projected.
o The negative adjustments to accounts receivable reflect the Sale of the North
American Debtors’ assets. As the Sale is expected to close prior to the Liquidation
Date, these assets are not reflected in the pro forma balance.
o The only remaining accounts receivable on the Liquidate Date is accounts
receivable for ITI.
o For ITI:
 Accounts receivable consists of accrued revenue, which is assumed to be
paid in the ordinary course on 30 to 60 day payment terms.
 The projected accounts receivable balances as of July 31, 2021 is based on
the latest pro forma business plan projections prepared by the Debtors and
its advisors.
 The analysis assumes that a chapter 7 Trustee would retain certain existing
staff to handle collection efforts for outstanding trade accounts receivable
for the entities undergoing liquidation.
 There are high risks with collecting accounts receivable once a liquidation
is announced.
 The adjustments to collections reflect the potential costs of litigation if
customers do not pay or delay payments, customers attempting to offset
payables due to business disruption, contract breach expenses as a result of
the cessation of operations, and other offset risks.
 The Debtors estimate the liquidation recovery value of accounts receivable
is 79% to 89% of the pro forma value.
6
Estimated net Liquidation Proceeds do not include an estimate for rights to insurance or indemnification
proceeds as the Debtors do not expect that insurance or indemnification recoveries would be higher in a
chapter 7 liquidation than they would be pursuant to the Plan.
8
US-DOCS\120911017.1
 Note C - Intergroup Loan

o Consists of prepetition amounts owed from non-debtor affiliates.
o The negative adjustments to the intergroup loan reflect the Sale of the North
American Debtors’ assets. As the Sale is expected to close prior to the Liquidation
Date, these assets are not reflected in the pro forma balance.
o The projected parent receivable balance as of July 31, 2021 is based on the latest
pro forma business plan projections prepared by the Debtors and its advisors and
reflects draws against the balance for liquidity purposes to fund operations.
o The Debtors estimate a 100% recovery of the pro forma balance of the intergroup
loan.
 Note D - Inventory
o The analysis assumes the North American Debtors’ inventory will be conveyed to
the Buyer as part of the Sale; therefore no recoverable value is projected as to the
o For ITI:
 Inventory includes raw materials, spare parts, and finished goods. ITI holds
no goods on consignment.
 Inventory is held across multiple locations and includes multiple SKUs and
types.
 Recovery percentages were estimated based on turnover metrics, days on
hand, recent market price, and discussions with management.
 Recovery percentages for finished goods assumed assets are sold in a fire-
sale scenario.
 Recovery percentages for raw materials reflect recovery against pro forma
balances after adjustment for conversion of raw materials to finished goods
during the post-conversion cash flow period.
 The Debtors estimate the liquidation recovery value of inventory is 32% to
45% of the pro forma value.
 Note E - Other Current Assets

o Other current assets primarily include amounts owed from other Debtors, amounts
owed from non-debtor affiliates, prepaid expenses, and other receivables.
o For both Debtor and non-debtor affiliate balances, debit balances located on the
liability side of balance sheet were re-classed to receivables.
o Debtor and non-debtor affiliate receivable balances were offset by post-petition
payable balances at the legal entity level.
o It is assumed that all prepaid expenses corresponding to the North American
Debtors will be conveyed to the Buyer as part of the Sale. ITI does not have prepaid
expenses.
o It is assumed that all other receivables of the North American Debtors will be
conveyed to the Buyer as part of the Sale. ITI’s other receivables are not
recoverable per discussions with management.
o The negative adjustments to prepaid expenses and other receivables reflect the Sale
of the North American Debtors’ assets. As the Sale is expected to close prior to the
Liquidation Date, these assets are not reflected in the pro forma balance.
9
US-DOCS\120911017.1
o The Debtors estimate the liquidation recovery value of other current assets is 100%
of the pro forma value.
 Note F - Property, Plant, and Equipment

o The analysis assumes the North American Debtors’ Property, Plant, and Equipment
will be conveyed to the Buyer as part of Sale; therefore no recoverable value is
projected
o For ITI:
 Consists primarily of production plants, equipment utilized at the plant and
mines, and land.
 Estimated recoveries are based on estimates from management team and
guidance on current market environment.
 Recoveries on plants assume that ITI has ceased operations and no volumes
are moving through the plants and they are sold in a fire-sale scenario. The
buyer would purchase the plants as-is and would be responsible for any
dismantling and transportation costs to relocate the assets to an operating
location.
 Other tangible assets were evaluated for their marketability to a non-talc
related purchaser.
 Recovery on land was discounted given the assumption that the asset was
disposed in a fire-sale scenario.
 The Debtors estimate the liquidation recovery value of Property, Plant, and
Equipment is 36% to 45% of the pro forma value.
 Note G - Deferred Taxes

o Deferred income taxes are assets arising from differences between statutory
accounting and tax basis.
o Per discussions with the parent company’s internal tax professionals, deferred taxes
can only be utilized by the Debtors and have no market value to third parties.
o The Debtors estimate the liquidation recovery value of deferred taxes is 0% of the
pro forma value.
 Note H - Intangible Assets

o Consists primarily of software, goodwill, intangibles, and other assets, including
intellectual property, patents, and business methodologies.
o The Debtors estimate the liquidation recovery value of intangible assets is 0% of
the pro forma value.
 Note I - Other Long-Term Assets

o The analysis assumes the North American Debtors’ other long-term assets will be
conveyed to the Buyer as part of the Sale; therefore no recoverable value is
projected
o For ITI:
 Other long-term assets includes overburden and mineral reserves associated
with operating the mills and mines.
10
US-DOCS\120911017.1
 Overburden is a capitalized cost incurred when removing the surface, rock

and soil in order to access the underlying mineral deposit. As there is no
tangible asset associated with this capitalized cost, no estimated recovery is
assumed.
 Mineral reserves are the economically mineable part of a measured or
indicated mineral resource and represents mineable ore within the mine.
Talc mines with remaining useful life and unmined resources are primarily
marketable to companies that mine talc minerals. This assumption creates
the highest and best use, maximizes return for the Estates, and has been
included as part of the Liquidation Analysis.
 The Debtors estimate the liquidation recovery value of other long-term
assets is 2% to 4% of the pro forma value.
Liquidation Adjustments
 Note J - Post-Conversion Cash Flow

o Adjustment is based on (i) estimated cash flow generated (used) by the North
American Debtors for the 1-month subsequent to Liquidation Date for claims
reconciliations, and other Estate activities, and (ii) estimated cash flow generated
(used) by ITI for 1-month subsequent to Liquidation Date for converting existing
raw materials into finished goods for sale to third parties.
o For the North American Debtors, amounts are allocated to each legal entity based
on the ratable total distributable value (“Distributable Value”), which is defined
as economic recovery on assets prior to liquidations costs, generated by such legal
entity. Estimated post-conversion cash flow for the North American Debtors is
assumed to be ($0.2) million.
o ITI post-conversion cash flow was calculated independently for 1-month of
operations until mine production and maintenance activities are assumed to be
completely eliminated. Estimated post-conversion cash flow for ITI is assumed to
be $0.6 million.
 Note K - Chapter 7 Trustee Fees

o Chapter 7 Trustee fees consist of fees paid to the chapter 7 Trustee to liquidate the
Estates of the Debtors.
o The estimate is pursuant to section 326 of the Bankruptcy Code and is calculated at
approximately 3% of all gross Liquidation Proceeds in excess of $1.0 million.
o Based on the Liquidation Proceeds forecast, the Debtors estimate the chapter 7
Trustee fees to be $7.0 million.
 Note L - Chapter 7 Professional Fees

o Chapter 7 professional fees includes costs to retain key professionals (attorneys,
investment bankers, and financial advisors).
o The North American Debtors’ Chapter 7 professional fee costs are assumed at 0.5%
of Distributable Value.
o ITI’s Chapter 7 professional fee costs are assumed at 2.5% of Distributable Value.
11
US-DOCS\120911017.1
o Based on the Liquidation Proceeds forecast, the Debtors estimate the chapter 7
professional fees to be $1.7 million.
 Note M - Orderly Wind-Down Costs

o Includes payroll, facility and overhead costs to assist the Trustee and retained
professionals with post-close activities, which include: (i) accounting and
remittance for accrued and unpaid invoices, (ii) calculating and distributing final
payouts, and (iii) other administrative, dissolution and tax-related activities
required to close the chapter 7 cases.
o Additional wind-down activities include monetizing assets (for ITI), reconciling
claims and winding-down the estate.
o For the North American Debtors, these expenses are incurred over a 2-month
period subsequent to cessation of operations.
o For ITI, a collective dismissal procedure would be required and managed according
to established union procedures and labor law. This communication and
consultation lasts a maximum of 75 days.
o Additional costs at ITI include $3.2 million to account for a 12 months lay-off
incentive to facilitate trade unions negotiations, $1.4 million in lieu of the dismissal
notice requirement, and $0.7 million for dismissal tickets and the employee
termination fund.
o Wind-down budget drafted in coordination with management, with an initial
headcount totaling 311 FTEs declining over 4 months.
o Orderly wind-down costs for all of Debtors is estimated to be $5.5 million.
 Note N - Estate Wind-Down Costs

o Includes document retention, final W-2s, and final tax returns.
o Costs are estimated to be $0.3 million.
 Note O - Decommissioning Costs

o Includes amounts associated with decommissioning and reclamation of the
Rodoretto mine at ITI.
o Examples of costs include earthwork/excavation, demolition, equipment
demobilization, and associated operating expenses during the decommissioning
period.
o Total estimated costs are estimated to be $1.8 million.
Claims
 Note P - Secured Claims (Class 2)

o Includes claims arising from post-petition contract claim at ITA and capital leases
and auto leases at ITI.
o The Debtors estimate that there will be approximately $0.7 million of secured
claims as of the Liquidation Date and that the recoveries will be 100%.
12
US-DOCS\120911017.1
 Note Q - Administrative Expenses

o Includes actual and necessary post-petition cost or expense of preserving the Estates
or operating the businesses of the Debtors, post-petition costs, indebtedness or
contractual obligations duly and validly incurred or assumed by the Debtors in the
ordinary course of business, and compensation or reimbursement of expenses of
Professionals to the extent allowed by the Bankruptcy Court under sections 327,
328, and 330(a) of the Bankruptcy Code.
o Claims pursuant to section 503(b)(9) of the Bankruptcy Code as a result of
receiving goods in the 20-day period prior to the Petition Date, have been paid in
the ordinary course during chapter 11.
o Estimate of accrued professional fees based on the latest pro forma cash flow
forecast projections prepared by the Debtors and their advisors.
o Accrued professional fee balances were offset at the advisor level for any retainers
in place as of the Petition Date.
o The Debtors estimate that there will be approximately $47.0 million of chapter 11
administrative expenses remaining as of the Liquidation Date and that the
recoveries will be 100%.
 Note R - Priority Tax Claims

o Allowed priority tax claims will be treated per section 1129(a)(9)(C) of the
Bankruptcy Code and will receive interest on such allowed priority tax claims after
the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the
Bankruptcy Code.
o The Debtors estimate that there will be approximately $0.1 million of priority tax
claims and that recoveries will be 100%.
 Note S – Employment Related Claims (Administrative Claims) and Priority

Non-Tax Claims (Class 1)
o The Debtors estimate that there will be no employment related claims or priority
non-tax claims as the Liquidation Analysis assumes that all employees of the North
American Debtors will be transferred to the Buyer pursuant to the Sale and ITI
employment claims are addressed within Note M.
 Note T – Non-Priority Unsecured Claims (Class 3)

o Overview – Classes 3, 4, and 5
 Claims in Classes 3, 4, and 5 are treated pari passu, and the Debtors estimate
that in a chapter 7 liquidation there would be approximately $168.8 million
distributed to holders of Claims in these Classes. The estimated amount of
Claims in these Classes, other than Talc Personal Injury Claims, is $33.9
million. The Debtors estimate in a chapter 7 liquidation, all remaining
distributable proceeds from the North American Debtors would go to
Holders of Claims in Classes 3, 4, and 5 and no value would flow to Holders
of Equity Interests in the North American Debtors or ITI. To the extent
distributable proceeds remain such proceeds would go to holders of Equity
Interests. As discussed below, no value has been assigned to the Talc
13
US-DOCS\120911017.1
Personal Injury Claims therefore estimated recoveries are higher than stated
claim value.
 Assuming Talc Personal Injury Claims are excluded from the Liquidation
Analysis, Holders of Unsecured Claims and Intercompany Claims against
ITI and the North American Debtors are expected to recover in full in a
hypothetical liquidation pursuant to chapter 7.
o Unsecured Claims (Class 3)
 Includes unpaid prepetition trade, legal costs arising from prepetition talc
litigation, environmental liabilities and surety bond claims.
 The Debtors estimate that there will be approximately $20.2 million of
Unsecured Claims as of the Liquidation Date.
 For purposes of the Liquidation Analysis, estimated recovery values do not
contemplate any potential distributions on account of the Talc Personal
Injury Claims, given the inability to estimate such Claims. Accordingly,
recovery values for Unsecured Claims may be materially less, depending
on the actual value of the Talc Personal Injury Claims.
o Talc Personal Injury Claims (Class 4)
 Represents claims against one or more of the Debtors directly or indirectly
arising out of or relating to the presence of or exposure to talc or talc-
containing products based on alleged acts or omissions of the Debtors or
any other entity for whose conduct the Debtors have or are alleged to have
liability, prior to the Effective Date.
 At the time the Disclosure Statement was filed, Talc Personal Injury Claims
remain unliquidated, contingent or disputed, and the aggregate amount of
such Claims is unknown. The Debtors do not have sufficient information
to estimate the amount of these Claims for purposes of this analysis, and
therefore, no value has been assigned to Class 4 and no recovery value is
currently projected.
 Conversion to chapter 7 would substantially impact the cost and efficiency
of resolving the Talc Personal Injury Claims. Chapter 7 of the Bankruptcy
Code contains no provision for establishing a trust or other efficient means
to resolve such Claims.
 Under chapter 7, the Talc Personal Injury Claims, or any portion of such
Claims would need to be resolved through litigation and the Trustee would
need to engage litigation counsel to defend and liquidate those Claims. This
differs significantly from the Plan, which proposes to establish the Talc
Personal Injury Trust to resolve such Claims through the Trust Distribution
Procedures. As such, litigation in a chapter 7 liquidation is likely to be more
costly and time-consuming than resolving all Talc Personal Injury Claims
through the Talc Personal Injury Trust to be established under the Plan.
Additionally, and as discussed above, the Plan guarantees that certain
amounts will be contributed to the Talc Personal Injury Trust as part of the
Imerys Settlement, the Rio Tinto/Zurich Settlement, and the Cyprus
Settlement. All or a portion of these amounts would likely not be paid in a
chapter 7 liquidation or not without incurring significant litigation expenses.
14
US-DOCS\120911017.1
o Intercompany Claims (Class 5)

 Includes claims held by both non-debtor affiliates and other Debtors.
Claims held by non-debtor affiliates represent prepetition balances that
arose in the ordinary course of business in trading relationships with the
Debtors.
 Debtor intercompany claims represent prepetition amounts owed to ITA
from ITV, ITC, and ITI.
 The Debtors estimate that there will be approximately $13.8 million of
intercompany claims as of the Liquidation Date.
 Note U - Equity Interests in the North American Debtors (Class 6)

o Existing Interests consists of interests of any holders of any class of equity
securities of any of the North American Debtors, represented by shares of common
or preferred stock, limited partnership interests or other instruments evidencing an
ownership interest in any of the North American Debtors, whether or not
certificated, transferable, voting or denominated “stock” or a similar security, or
any option, warrant or right, contractual or otherwise, to acquire any such interest.
o ITA is the direct parent of ITV and receives any proceeds remaining subsequent to
ITV distributions following strict priority in accordance with section 726 of the
Bankruptcy Code.
o The Debtors estimate that there will be no recoveries for equity interests in the
 Note V - Equity Interests in ITI (Class 7)

o Existing Interests consists of interests of any holders of any class of equity
securities of ITI, represented by shares of common or preferred stock, limited
partnership interests or other instruments evidencing an ownership interest in any
of ITI, whether or not certificated, transferable, voting or denominated “stock” or a
similar security, or any option, warrant or right, contractual or otherwise, to acquire
any such interest.
o Estimated recoveries for Equity Interests in ITI are expected to be zero.
15
US-DOCS\120911017.1

Imerys Disclosure Statement 1/28/21

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Case 19-10289-LSS Doc 2866 Filed 01/28/21 Page 1 of 602

IN THE UNITED STATES BANKRUPTCY COURT

DISCLOSURE STATEMENT FOR NINTH AMENDED JOINT CHAPTER 11 PLAN OF

RICHARDS, LAYTON & FINGER, P.A. LATHAM & WATKINS LLP

Richard A. Levy, Esq.

Counsel for the Debtors and Debtors-in-Possession

ROBINSON & COLE LLP YOUNG CONAWAY STARGATT &

HUGHES HUBBARD & REED LLP

Article I. INTRODUCTION .........................................................................................................1

1.1 Voting and Confirmation .........................................................................................2

Article II. OVERVIEW OF THE PLAN .....................................................................................3

Article III. GENERAL INFORMATION..................................................................................23

Article IV. SUMMARY OF LIABILITIES AND RELATED INSURANCE OF THE

4.1 Description of Talc Personal Injury Liabilities ......................................................34

Article V. EVENTS DURING THE CHAPTER 11 CASES ....................................................46

Article VI. SETTLEMENTS AND THE SALE OF THE NORTH AMERICAN

6.1 The Imerys Settlement ...........................................................................................71

6.2 Settlement with Rio Tinto and Zurich ...................................................................74

Article VII. THE PLAN OF REORGANIZATION .................................................................82

Article VIII. THE TALC PERSONAL INJURY TRUST AND TRUST

8.1 Overview ..............................................................................................................125

Article IX. CERTAIN FACTORS TO BE CONSIDERED ...................................................153

9.1 Variance from Financial Projections ...................................................................153

Article X. VOTING PROCEDURES AND REQUIREMENTS............................................159

10.1 Voting Procedures Summary ...............................................................................159

Article XI. CONFIRMATION OF THE PLAN ......................................................................165

11.1 Confirmation Hearing ..........................................................................................165

Article XII. POSITIONS OF CERTAIN OBJECTING PARTIES WITH RESPECT

12.1 J&J .......................................................................................................................169

Article XIII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION

13.1 Alternative Plan of Reorganization......................................................................185

Article XIV. CERTAIN TAX CONSEQUENCES OF THE PLAN......................................185

14.1 Treatment of the Talc Personal Injury Trust ........................................................186

Article XV. CONCLUSION AND RECOMMENDATION...................................................188

Exhibit B: Financial Projections – North American Debtors

Exhibit C: Financial Projections – ITI

Exhibit D: Liquidation Analysis

Voting Record Date January 27, 2021

Deadline to Mail Solicitation Packages and Related

Newspaper Publication Notice February 1, 2021 – February 14, 2021

Deadline to File Plan Supplement February 5, 2021

Deadline to Serve Written Discovery in Connection

Deadline for Plaintiffs’ Attorneys to Return

Deadline to File Rule 3018 Motions February 19, 2021

Deadline for Plan Proponents to Identify Topics of

Deadline to Reply to 3018 Motions March 5, 2021

Deadline for All Parties Other than Plan

Hearing on 3018 Motions March 15, 2021

Deadline for Substantial Completion of Document

March 25, 2021 at 4:00 p.m. (Prevailing Eastern Time);

Fact Depositions March 29, 2021 – April 14, 2021

End of Fact Discovery April 14, 2021

Affirmative Expert Reports Due April 19, 2021

Responsive Expert Reports Due May 10, 2021

Expert Depositions May 13, 2021 – May 21, 2021

End of Expert Discovery May 21, 2021

Confirmation Reply Deadline and Deadline to File

June 21, 22 and 23, 2021 at 10:00 a.m. (Prevailing Eastern