IN THE UNITED STATES BANKRUPTCY COURT FOR THE … · prior to OldCo s Chapter 11 f iling. Also prior to such Chap ter 11 filing, Coltec Industries Inc will undergo the Coltec Restructuring,

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA

Charlotte Division

IN RE:

OLDCO, LLC, SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC,

Debtor.

Case No. 17-BK-30140

Chapter 11

[Joint Administration Pending]1

DISCLOSURE STATEMENT FOR MODIFIED JOINT PLAN OF REORGANIZATION OF GARLOCK SEALING TECHNOLOGIES LLC, ET AL. AND OLDCO, LLC,

PROPOSED SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC2

1 OldCo, LLC, successor by merger to Coltec Industries Inc, has moved to have its chapter 11 case jointly administered with the chapter 11 cases of In re Garlock Sealing Technologies LLC (10-BK-31607), In re Garrison Litigation Management Group, Ltd. (10-BK-31608) and In re The Anchor Packing Company (10-BK-31606) (collectively, the “Garlock Bankruptcy Case”), with In re Garlock Sealing Technologies LLC serving as the lead case. 2 The Disclosure Statement filed herein is a true and correct copy of the corresponding document filed in the Garlock Bankruptcy Case. However, the file stamp for the Garlock Bankruptcy Case at the top of each page of the document has been redacted to permit the file stamp for this chapter 11 case to be clearly reflected thereon.

Case 17-30140 Doc 28 Filed 01/30/17 Entered 01/30/17 17:32:46 Desc Main Document Page 1 of 106

NOTICE: 11 U.S.C. § 1125(b) PROHIBITS SOLICITATION OF AN ACCEPTANCE OR REJECTION OF A PLAN OF REORGANIZATION IN A PENDING BANKRUPTCY CASE UNLESS A COPY OF THE PLAN OF REORGANIZATION OR A SUMMARY THEREOF IS ACCOMPANIED OR PRECEDED BY A COPY OF A DISCLOSURE STATEMENT APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSED DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT AND, THEREFORE, THE FILING AND DISSEMINATION OF THIS PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS, AN AUTHORIZED SOLICITATION PURSUANT TO 11 U.S.C. § 1125 AND RULE 3017 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE. NO SUCH SOLICITATION WILL BE MADE EXCEPT AS AUTHORIZED PURSUANT TO SUCH LAW AND RULES. THIS PROPOSED DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL ONLY.

THIS SOLICITATION IS BEING CONDUCTED NOT ONLY WITH RESPECT TO THE THREE DEBTORS IN THE BELOW-CAPTIONED BANKRUPTCY CASE, BUT ALSO BY COLTEC INDUSTRIES INC WITH RESPECT TO A NEW ENTITY NAMED OLDCO, LLC (WHICH WILL BE A SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC) 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 OLDCO, LLC, 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 OLDCO, LLC. FOLLOWING COMMENCEMENT OF ITS CHAPTER 11 CASE, OLDCO, LLC EXPECTS TO PROMPTLY SEEK AN ORDER OF THE BANKRUPTCY COURT APPROVING THIS DISCLOSURE STATEMENT AND THE SOLICITATION OF VOTES WITH RESPECT TO OLDCO, LLC. THE ASSETS AND LIABILITIES OF OLDCO, LLC AND THE TRANSACTIONS THAT WILL CREATE OLDCO, LLC ARE DESCRIBED IN FULL IN THIS DISCLOSURE STATEMENT.


Charlotte Division

IN RE:

GARLOCK SEALING TECHNOLOGIES LLC, et al.,

Debtors.1


Chapter 11

Jointly Administered

1 The debtors in these jointly administered cases are Garlock Sealing Technologies LLC; Garrison Litigation Management Group, Ltd.; and The Anchor Packing Company. This solicitation is also being conducted by Coltec


IN RE: OLDCO, LLC, SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC,

Debtor.

Case No. [Not yet filed]

Chapter 11

[Joint Administration To Be Requested]

DISCLOSURE STATEMENT FOR MODIFIED JOINT PLAN OF REORGANIZATION

OF GARLOCK SEALING TECHNOLOGIES LLC, ET AL. AND OLDCO, LLC, PROPOSED SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC

Dated: July 29, 2016

RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. (N.C. Bar No. 6357) Albert F. Durham (N.C. Bar No. 6600) John R. Miller, Jr. (N.C. Bar No. 28689) 1200 Carillion, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 Counsel to the Debtors Garlock Sealing Technologies, LLC, Garrison Litigation Management Group, Ltd., and The Anchor Packing Company

ROBINSON, BRADSHAW & HINSON, P.A. Garland S. Cassada (N.C. Bar No. 12352) Jonathan C. Krisko (N.C. Bar No. 28625) Richard C. Worf (N.C. Bar No. 37143) 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Telephone: (704) 377-2536 Special Corporate and Litigation Counsel to the Debtors Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd., The Anchor Packing Company, and OldCo, LLC

ORRICK, HERRINGTON & SUTCLIFFE, LLP Jonathan P. Guy Gregory D. Beaman 1152 15th Street, NW Washington, DC 20005

GRIER FURR & CRISP, PA A. Cotten Wright (N.C. Bar No. 28162) 101 North Tryon Street, Suite 1240 Charlotte, NC 28246 Telephone: (704) 375-3720

Industries Inc pursuant to Sections 1125(g) and 1126(b) of the Bankruptcy Code and Rule 3018(b) of the Federal Rules of Bankruptcy Procedure with respect to OldCo, LLC which, in the event this Plan is accepted by the requisite numbers of claimants in Class 5, will become a successor by merger to Coltec Industries Inc and commence a bankruptcy case that will be jointly administered under Case No. 10-BK-31607. The term “Debtors” includes OldCo, LLC.


Telephone: (202) 339-8400 Counsel for Joseph W. Grier, III, Future Asbestos Claimants’ Representative and Ad Hoc Coltec Future Asbestos Claimants’ Representative

Counsel for Joseph W. Grier, III, Future Asbestos Claimants’ Representative and Ad Hoc Coltec Future Asbestos Claimants’ Representative

CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch Trevor W. Swett III Jeffrey A. Liesemer One Thomas Circle, N.W. Washington, D.C. 20005 Telephone: (202) 862-5000 Counsel for the Official Committee of Asbestos Personal Injury Claimants and the Ad Hoc Coltec Asbestos Claimants Committee

MOON WRIGHT & HOUSTON, PLLC Travis W. Moon (N.C. Bar No. 3067) Richard S. Wright (N.C. Bar No. 24622) 227 West Trade St., Suite 1800 Charlotte, NC 28202 Telephone: (704) 944-6560 Counsel for the Official Committee of Asbestos Personal Injury Claimants and the Ad Hoc Coltec Asbestos Claimants Committee

PARKER POE ADAMS & BERNSTEIN, LLP Daniel G. Clodfelter (N.C. Bar No. 7661) Ashley A. Edwards (N.C. Bar No. 40695) Three Wells Fargo Center 401 South Tryon Street, Suite 3000 Charlotte, NC 28202 Telephone: (704) 335-9054 Counsel to OldCo, LLC, Successor By Merger To Coltec Industries Inc


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SUMMARY OF THE PLAN OF REORGANIZATION AND THE CLAIMS RESOLUTION PROCEDURES

A. What Is the Plan and How Did It Come to Be?

Garlock Sealing Technologies LLC, Coltec Industries Inc, the Official Committee of Asbestos Personal Injury Claimants, and the Future Asbestos Claimants’ Representative, along with other Plan Proponents, have reached a comprehensive settlement permanently resolving present and future asbestos personal injury claims (the “Comprehensive Settlement”). The Comprehensive Settlement is incorporated into the Modified Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC, proposed successor by merger to Coltec Industries Inc (the “Plan”), attached as Exhibit 1 to this Disclosure Statement. The Plan Proponents are soliciting votes for acceptance of the Plan. Please refer to Article 1 of the Plan for definitions of terms used but not defined in this Disclosure Statement. Please note that the description of the Plan in this Disclosure Statement is provided for summary purposes only. If there is any inconsistency between the Plan and the descriptions of the Plan in the Disclosure Statement, the terms of the Plan will govern. You should read the entire Plan and its exhibits in order to understand its terms.

The Plan Proponents are the following parties:

• Garlock Sealing Technologies LLC (“GST”), Garrison Litigation Management Group, Ltd. (“Garrison”), and The Anchor Packing Company (“Anchor”), who are debtors in the above-captioned bankruptcy case.

• OldCo, LLC (“OldCo”), a proposed successor by merger to Coltec Industries Inc, parent of GST and Garrison. OldCo will file (but has not yet filed) a Chapter 11 Case as an integral part of the Comprehensive Settlement. That filing is contingent upon acceptance of the Plan by Asbestos Claimants, as described more fully below. As a result, certain holders of Claims against Coltec Industries Inc are being solicited through this Disclosure Statement prior to OldCo’s Chapter 11 filing. Also prior to such Chapter 11 filing, Coltec Industries Inc will undergo the “Coltec Restructuring,” a corporate restructuring, described more fully below, which is an integral part of the settlement embodied in the Plan and is also contingent upon acceptance of the Plan by Asbestos Claimants. For the sake of convenience, the term “Coltec” in this Disclosure Statement and the Plan refers to Coltec Industries Inc prior to the Coltec Restructuring and refers to OldCo subsequent to the Coltec Restructuring. “Debtors” refers to GST, Garrison, Anchor, and OldCo and “Existing Debtors” refers to GST, Garrison, and Anchor (but not Coltec).

• The Official Committee of Asbestos Personal Injury Claimants (“Committee”), which is the official committee of creditors appointed to represent the interests of holders of current GST Asbestos Claims in the above-captioned bankruptcy case.

• The Ad Hoc Coltec Asbestos Claimants Committee (“Ad Hoc Coltec Committee”), which is the ad hoc committee for persons holding present Coltec Asbestos Claims, and which negotiated on behalf of Coltec Asbestos Claimants in the negotiations that led to the Plan. Following OldCo’s Chapter 11 filing, one or more Coltec Asbestos Claimants whose


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attorneys participated on the Ad Hoc Coltec Committee will be appointed to the Committee.

• The Future Asbestos Claimants’ Representative (“FCR”), who is Joseph W. Grier, III, appointed in the above-captioned bankruptcy case as the legal representative to represent the interests of, appear on behalf of, and be a fiduciary to the holders of future GST Asbestos Claims.

• The Ad Hoc Coltec Future Claimants’ Representative, also Mr. Grier, who served as the representative of holders of future Coltec Asbestos Claims during the negotiations that led to the Plan. The Plan Proponents will support Mr. Grier’s official appointment as representative for holders of future Coltec Asbestos Claims in OldCo’s Chapter 11 Case, and “FCR” in this Disclosure Statement refers to Mr. Grier in both capacities.

The Plan will result in a permanent resolution of all asbestos personal injury claims against GST, Garrison, and Coltec (defined in the Plan as “GST Asbestos Claims” and “Coltec Asbestos Claims,” and together, “Asbestos Claims”) other than certain Foreign Asbestos Claims as described below. The resolved Asbestos Claims are referred to as “Channeled Asbestos Claims” in this Disclosure Statement. The Plan will establish a trust under Section 524(g) of the Bankruptcy Code (as defined in the Plan, the “Asbestos Trust,” also referred to as the “Settlement Facility”) to process and pay Channeled Asbestos Claims pursuant to Claims Resolution Procedures (“CRP”) attached as Exhibit B to the Plan. In exchange for funding the Asbestos Trust, GST, Coltec, Garrison, and certain additional parties (defined as “Asbestos Protected Parties”) will be protected by an injunction (defined in the Plan as the “Asbestos Channeling Injunction”) that will prohibit assertion of Channeled Asbestos Claims against those parties. The Asbestos Protected Parties are described more fully below.

The effect of “channeling” Asbestos Claims to the Trust through the Asbestos Channeling Injunction is that they may only be pursued through, and paid from, the Asbestos Trust. Channeled Asbestos Claims may not be asserted against the Reorganized Debtors (i.e., Reorganized GST, Reorganized Garrison, and Reorganized Coltec) or any of the other Asbestos Protected Parties.

The Asbestos Trust will be funded with cash and securities totaling $480 million, consisting principally of (a) $400 million in cash delivered on the day immediately preceding the Effective Date, (b) an option to acquire EnPro Industries, Inc. stock having a value of $20 million, exercisable one year after the Effective Date; and (c) $60 million in cash delivered to the Trust within one year of the Effective Date. The Asbestos Trust will be administered by a Trustee, Mr. Lewis R. Sifford. The Asbestos Trust will be solely responsible for paying Channeled Asbestos Claims, as well as the expenses of the Asbestos Trust.

Holders of Asbestos Claims in Class 5 are the only claimants whose rights are impaired by the Plan. Accordingly, Class 5 is the only Class of Claims that will vote on the Plan. The rights of


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all other Classes of Claims are not impaired by the Plan, and holders of such Claims will not vote on the Plan.2

As described in detail below, the Plan follows almost six years of vigorously contested litigation and is the result of months of negotiations among the Plan Proponents, which resulted in a Term Sheet for Permanent Resolution of All Present and Future GST Asbestos Claims and Coltec Asbestos Claims on March 17, 2016 (the “Term Sheet,” attached as Exhibit 2 to this Disclosure Statement, without its exhibits). In addition to the Plan Proponents, the ultimate parent of the Debtors, EnPro Industries, Inc. (“EnPro”) is a party to the Term Sheet. The Plan supersedes the Second Amended Plan of Reorganization (the “Second Amended Plan”), which was proposed by GST, Garrison, and Anchor and supported by the FCR, but was opposed by the Committee and rejected by the class of holders of current GST Asbestos Claims. A hearing previously scheduled for June 2016 to consider confirmation of the Second Amended Plan over the rejection by the class of current holders of GST Asbestos Claims will not take place since the Second Amended Plan has been superseded by the Plan described in this Disclosure Statement.

From the perspective of holders of Asbestos Claims, the Plan improves upon the Second Amended Plan in numerous respects. The Plan provides $480 million in guaranteed funding for Asbestos Claims, whereas the Second Amended Plan provided only $327.5 million in guaranteed funding for Asbestos Claims. The Second Amended Plan also provided $30 million for resolving Asbestos Claims by litigation, as well as $132 million (nominal) in contingent contributions for such litigation. But claimants who chose to litigate would only be paid if they obtained a judgment, litigation costs would also have been paid from the litigation fund, and the $132 million would only have become available as necessary over a 40-year period according to a fixed schedule. The $480 million in the Asbestos Trust under the Plan will also pay Coltec Asbestos Claims, which would not have been paid under the Second Amended Plan. In addition, more claimants are eligible for payments under the Plan than under the Second Amended Plan because, for example, the Plan provides for settlement offers and payments to claimants alleging certain cancers other than mesothelioma, lung cancer, and laryngeal cancer, and also pays claimants alleging any one of three degrees of asbestosis (severe asbestosis, disabling asbestosis, and non-disabling asbestosis). Debtors also support the Plan, which will bring certainty and finality to their responsibility for Asbestos Claims, and will avoid further protracted and costly litigation in the Garlock bankruptcy case.

If the Plan is not confirmed, all parties have reserved all of their rights to pursue alternative courses of action in the Chapter 11 Cases. Accordingly, if the Plan is not confirmed, Debtors might seek confirmation of the Second Amended Plan over the objection of current Asbestos Claimants. Alternatively, it may not be possible to confirm a plan of reorganization, in which case GST might be liquidated (as explained in detail below). The Plan Proponents believe that the Plan is better for Asbestos Claimants than any of these options.

2 In addition, Class 9 GST/Garrison Equity Interests are impaired and will vote on the Plan. They are held by Coltec and will accept the Plan.


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For all of these reasons, the Plan Proponents, including the Committee and the FCR as representatives of Asbestos Claimant constituencies, strongly recommend that Asbestos Claimants in Class 5 vote to accept the Plan.

B. How Will the Asbestos Trust Be Funded?

The Asbestos Trust will be mostly funded on the Plan’s Effective Date and fully funded within one year after that date, with assets worth $480 million as a result of the following contributions:

• On the day immediately preceding the Effective Date:

o GST or Garrison will transfer $370 million in Cash to the Asbestos Trust;

o Coltec will transfer $30 million in Cash to the Asbestos Trust; and

o Coltec, EnPro, and the Asbestos Trust will enter into an Option and Registration Rights Agreement granting an Option that will entitle the Asbestos Trust to purchase for one dollar, on or after the first anniversary of the Effective Date, the number of shares of EnPro common stock having a trading value equal to $20 million. The Option will give Debtors the right to call the Option for $20 million in cash on any date prior to the first anniversary of the Effective Date and will give the Asbestos Trust the right to put the Option for $20 million in cash on the day prior to the first anniversary of the Effective Date. Other details of this Option are described below.

• On or before the first anniversary of the Effective Date, Coltec will transfer $60 million in Cash to the Asbestos Trust (the “Deferred Contribution”).

The Deferred Contribution will be guaranteed by EnPro and will be secured by a first-priority lien on or security interest in 50.1% of the GST/Garrison Equity Interests, which will be released once the Deferred Contribution has been paid in full.

In addition to these contributions, as described in more detail below, the Asbestos Trust may become entitled to additional consideration if Coltec’s insurance recoveries exceed a certain level.

C. How Will Asbestos Claimants Receive Distributions from the Asbestos Trust?

The Asbestos Trust will process and pay Channeled Asbestos Claims (if they are entitled to payment) under procedures and criteria contained in the CRP referenced above. The purpose of the CRP is to generate settlement offers that are fair, expeditious and properly reflective of the injuries allegedly caused by exposure to asbestos fibers or dust from Coltec Products or GST Products, and to ensure that over the life of the Asbestos Trust, present and future Asbestos Claims are treated fairly and equitably in all matters, including the payment of settlement amounts that are as equal as possible to other payments for similarly situated claimants in the same disease category. Pursuant


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to the Asbestos Channeling Injunction and related Plan provisions, the Asbestos Trust will assume responsibility for Channeled Asbestos Claims, and the Debtors, Reorganized Debtors, and other Asbestos Protected Parties will have no further responsibility for Channeled Asbestos Claims and will be protected from such claims.

The CRP were the subject of extensive negotiation by the Plan Proponents during the period that led to execution of the Term Sheet. The CRP contain a full description of the criteria and procedures the Asbestos Trust will use to pay claims. You should read the entire CRP in order to understand all of these requirements. Below is a summary of the key provisions of the CRP that will be of greatest relevance to most Asbestos Claimants and the settlement offers they will receive from the Asbestos Trust.

Asbestos Claimants may submit a Claim for Expedited Claim Review or, if the Claim is an Extraordinary Claim, Extraordinary Claim Review. A Claim will be eligible for Extraordinary Claim Review only under special circumstances described below, and will also be subject to additional verification and documentation requirements.

1. Coltec/GST Product Contact

As an initial matter, to be eligible for any settlement offer, the Asbestos Claimant must demonstrate Coltec/GST Product Contact, defined as some combination of Direct GST Product Contact, Direct Coltec Product Contact, Bystander Coltec/GST Product Contact, or Secondary Coltec/GST Product Contact. These definitions require specific kinds of contact with Coltec products or GST products that contained asbestos or asbestos-containing components. The activities that qualify as Coltec/GST Product Contact are defined in the CRP. For example, Direct GST Product Contact means the hands-on performance of one of the following workplace activities on a regular basis: (a) grinding, scraping, or wire-brushing of GST asbestos gaskets in the removal process; (b) cutting individual gaskets from GST asbestos sheet material; or (c) cutting or removal of GST asbestos packing. A claimant may present only one claim on account of Coltec/GST Product Contact, regardless of whether the claimant had contact with Coltec products, GST products, or both.

Claimants alleging diseases other than mesothelioma will have to demonstrate at least six months of Coltec/GST Product Contact. Mesothelioma claimants are not required to demonstrate six months of Coltec/GST Product Contact, but claimants who do not will receive lower offers than claimants who do, as described below. For purposes of the six-month duration requirement, Coltec/GST Product Contact while confined to a ship at sea for fifty (50) days will be deemed equivalent to six months of total Coltec/GST Product Contact. Claimants who only experienced Secondary Coltec/GST Product Contact will receive a settlement offer only if diagnosed with malignant mesothelioma. Claimants who experienced no Coltec/GST Product Contact, as defined in the CRP, will not receive a settlement offer.

2. Expedited Claim Review

Settlement offers in Expedited Claim Review will be calculated objectively, based on facts about the Asbestos Claimant and the injured party upon whose alleged injury the Claim is based (the “Injured Party”).


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The calculation of an Asbestos Claimant’s Expedited Claim Review settlement offer will begin with Maximum Settlement Values that are based on the Asbestos Claimant’s occupation and industry at the time he or she experienced GST Product Contact. These occupations and industries are divided into five Contact Groups, Groups 1-5, defined based on the assumed potential frequency and intensity of contact with Coltec Products and/or GST Products in the occupation and industry. The classification of occupation and industry combinations into Contact Groups is contained in Appendix IV to the CRP.

Each Contact Group is assigned a Maximum Settlement Value. As described in more detail below, subject to the requirements of the Term Sheet and the CRP, the Plan Proponents have agreed on preliminary Maximum Settlement Values for Disclosure Statement purposes, but the Trustee will have ultimate authority to set Maximum Settlement Values, and moreover, will have authority to change them over time pursuant to the CRP.

An Asbestos Claimant’s Expedited Claim Review offer will be some percentage of the Maximum Settlement Value, as determined by the Claimant’s disease and medical information, demographic characteristics, jurisdiction (in the case of Present Claims), economic loss, law firm (in the case of Present Claims), and duration of activity or activities in which Coltec/GST Product Contact occurred.

a. Medical Information Factor

The following diseases are compensated under the CRP: malignant mesothelioma, asbestos-related lung cancer, severe asbestosis, asbestos-related other cancer (colo-rectal, laryngeal, esophageal, pharyngeal, or stomach cancer), disabling asbestosis, and non-disabling asbestosis. Each of the diseases will be assigned a Medical Information Factor, with malignant mesothelioma assigned a factor of 1 and the other diseases assigned lower factors. The higher the Medical Information Factor, the higher the percentage of the Maximum Settlement Value the Claimant will receive. As described in more detail below, subject to the requirements of the Term Sheet and the CRP, the Plan Proponents have agreed on preliminary Medical Information Factors for Disclosure Statement purposes, but the Trustee will have ultimate authority over these factors and the ability to change them over time.

Appendix I to the CRP contains the detailed requirements for each disease, and Claimants who do not meet those criteria will not receive a settlement offer. Section 6.6 of the CRP also contains general requirements concerning the reliability and credibility of medical evidence.

Claimants alleging a non-malignant condition will not be required to release subsequent malignant claims against the Asbestos Trust, and may assert those subsequent Claims against the Asbestos Trust in accordance with the CRP.

b. Age Factor

Claims based on younger Injured Parties will receive higher settlement offers than Claims based on older Injured Parties. The Age Factor will range between 0.7 and 1.4, as described in the CRP, with higher Age Factors receiving higher percentages of the Maximum Settlement Value for the Contact Group.


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c. Life Status Factor

A Claim based on an Injured Party who is alive at the time the Claim is filed will receive a Life Status Factor of 1.3, and otherwise, a Life Status Factor of 1.

d. Dependents Factor

If the Injured Party does not have a spouse or other dependents at the time the Claim is filed, the Claim will be assigned a Dependents Factor of 0.8. If the Injured Party has a spouse but no other dependents, the Dependents Factor will be 1, and if the Injured Party has dependents other than a spouse who derive at least one-half of their financial support from the Injured Party, the Dependents Factor will be 1.4.

e. Economic Loss Factor

The Claimant may, but need not, document the Injured Party’s economic loss related to loss of earnings, pension, social security, home services, medical expenses, and funerary expenses. The Economic Loss Factor will range between 1 and 1.4, and the calculation is described in the CRP.

f. Duration of Coltec/GST Product Contact Factor

The Duration Factor will be based on the Injured Party’s time performing the activity or activities in which the Injured Party experienced Coltec/GST Product Contact, and will range between 0.8 and 1.2, with maximum credit coming at eight years or more of the activity or activities. For purposes of this factor, time while confined to a ship at sea for 100 days will be treated as the equivalent of one year.

g. Jurisdiction Factor and Law Firm Factor

Present Claimants (i.e., those whose Claims are based on diagnoses dated on or before the Effective Date) who believe that their Jurisdiction (as defined in the CRP) justifies a higher settlement offer from the Asbestos Trust because of the values of historical settlements and verdicts in such Jurisdiction against the Debtors will have an opportunity to provide evidence to that effect to the Asbestos Trust. In addition, Present Claimants who believe that the identity of the law firm representing them justifies a higher settlement offer from the Asbestos Trust because the law firm obtained above-average pre-bankruptcy settlements and verdicts for similarly situated claims against the Debtors will have the opportunity to provide evidence to that effect to the Asbestos Trust. In computing the amount of a settlement offer, the Jurisdiction Factor and the Law Firm Factor will each range between 1 and 1.2, depending on whether the Asbestos Trustee is convinced that data concerning the Jurisdiction or law firm warrants an upward adjustment. For Future Claimants (i.e., those whose Claims are based on diagnoses dated after the Effective Date), the Jurisdiction Factor and Law Firm Factor will be deemed to be 1.

h. Calculation of Expedited Claim Review offer

The Asbestos Trust will calculate the Expedited Claim Review offer by multiplying the Medical Information Factor, Age Factor, Life Status Factor, Dependents Factor, Economic Loss


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Factor, Duration of Coltec/GST Product Contact Factor, Jurisdiction Factor, and Law Firm Factor; calculating the resulting total as a percentage of what the maximum product of those factors would be; and then multiplying that percentage by the appropriate Maximum Settlement Value. If the Injured Party had Coltec/GST Product Contact in more than one Contact Group, the Asbestos Trust will calculate a separate settlement offer based on the Injured Party’s time in each Contact Group, and will offer the Claimant the highest settlement offer yielded by the calculation. A Claimant alleging mesothelioma who has less than six months of Coltec/GST Product Contact will receive a proportionately reduced settlement offer.

3. Extraordinary Claim Review

A Claim is eligible for Extraordinary Claim Review only if it meets all other requirements in the CRP and pertains to an Injured Party alleging a malignant disease (i.e., malignant mesothelioma, asbestos-related lung cancer, or other asbestos-related cancer) who credibly documents (a) that the Injured Party had a history of extraordinary Coltec/GST Product Contact with little or no exposure to asbestos from other entities’ products, and (b) that no substantial recovery has been obtained, or is likely to be obtained, from any source other than the Asbestos Trust. Few, if any, Asbestos Claimants are expected to meet these requirements. The Trustee will decide whether a Claim is an Extraordinary Claim in the first instance, and any appeal will be to a special Extraordinary Claims Panel, whose decision will not be reviewable.

The maximum potential settlement offer for an Extraordinary Claim will be five times the Expedited Claim Review settlement offer. The Trustee will have complete and unreviewable discretion to determine what percentage of this maximum value the Asbestos Trust will offer for a given Extraordinary Claim, taking into consideration the number of companies that contributed to the Injured Party’s exposure to asbestos-containing products.

Claimants electing Extraordinary Claim Review will have to submit additional information and documentation beyond what is required for Expedited Review. With respect to all claims asserted against other entities (including other trusts), the Claimant will be required to identify the entity, the date the claim was made, and the amounts of all payments received or to be received from the entity, and must submit copies of any documents submitted to or served upon the entity containing information regarding the Injured Party’s contact with asbestos or asbestos-containing products. The Claimant will also have to deliver a continuing authorization to the Asbestos Trust authorizing all Trusts to release the Claimant’s submissions and disclose the status of any claim. These requirements are to ensure that the Claimant is in fact an Extraordinary Claimant entitled to a higher recovery. Finally, the Claimant’s attorney (or the Claimant, if pro se) must certify that he or she has fully investigated the injuries upon which the Claim is based and that no good-faith basis exists to bring a claim against any entity not identified by the Claimant.

4. Maximum Settlement Values and Medical Information Factors

As described above, the settlement offers Asbestos Claimants will get under both Expedited Claim Review and Extraordinary Claim Review depend on the Maximum Settlement Values and Medical Information Factors. Subject to the requirements of the Term Sheet and the CRP, the parties have agreed on preliminary Maximum Settlement Values and Medical Information Factors for Disclosure Statement purposes:


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Contact Group Maximum Settlement

Values

Group 1 $148,000Group 2 $44,400Group 3 $18,500Group 4 $9,250Group 5 $740

Disease Medical Information

Factor

Mesothelioma 1.0Asbestos-Related

Lung Cancer 0.25

Severe Asbestosis 0.25Asbestos-Related

Other Cancer 0.1

Disabling Asbestosis 0.03

Non-Disabling Asbestosis 0.02

As noted above, the Trustee will ultimately determine the Maximum Settlement Values and Medical Information Factors. Section 2.3 describes the factors the Trustee is to consider, including all the anticipated Claim payments and expenses of the Asbestos Trust. The Trustee will also determine each year the Maximum Annual Payment, considering many of the same factors, and the Trust’s total payments to Claimants cannot exceed the Maximum Annual Payment in that year.

The Trustee is permitted to lower the Maximum Annual Payment and Maximum Settlement Values if in the course of the year it appears there is a risk of Future Claimants not receiving settlement offers equal to those of similarly situated Present Claimants. The Trustee more generally will have the authority to increase or decrease Maximum Settlement Values proportionately over time to ensure equal treatment of similarly situated Claimants (though any increase will require consent by the FCR and Claimants Advisory Committee, described below). Finally, the Trustee will adjust Maximum Settlement Values upward each year to account for inflation.

5. Trust Claims Payment Ratio

The calculation of Maximum Settlement Values and Medical Information Factors will also depend on the Trust Claims Payment Ratio, which governs the allocation of the Asbestos Trust’s assets among the diseases compensated. The Trust Claims Payment Ratio is 85% for Claims based on malignant mesothelioma, 10% for Claims based on lung cancer, and 5% for Claims based on other cancer, severe asbestosis, disabling asbestosis, and non-disabling asbestosis. The Trustee will apply the Trust Claims Payment Ratio to the Maximum Annual Payment for each year to determine the funds available to compensate Claims in each disease category. Funds not used in each category in each year will roll over to that category for subsequent years, and if there are insufficient funds in any category in any year, the claims will be rolled over to the following year.


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The Trustee may not amend the Claims Payment Ratio for five years. After that time, the Trustee may amend the Claims Payment Ratio (or roll funds from one category to another) only to prevent manifest injustice, but a larger-than-predicted number of Claims in Categories B or C will not constitute manifest injustice.

6. Foreign Asbestos Claims

Foreign Asbestos Claims—defined as Claims based on alleged exposure to asbestos fibers or dust from Coltec Products and/or GST Products that occurred outside the United States and its territories and possessions with respect to Injured Parties who are not United States citizens or permanent residents—generally are not compensable under the CRP. If, however, a Holder of a Foreign Asbestos Claim files a lawsuit in the United States, the Asbestos Trust will process the Claim and, if the Foreign Claimant meets the CRP criteria, will offer $100 if the disease alleged is mesothelioma, $50 if the disease alleged is asbestos-related lung cancer or severe asbestosis, $25 if the disease alleged is asbestos-related other cancer or disabling asbestosis, and $10 if the disease alleged is non-disabling asbestosis. Foreign Asbestos Claims will be in the same category as non-severe asbestosis for purposes of the Claims Payment Ratio. The rights of Holders of Foreign Asbestos Claims to recourse and remedies under applicable foreign law outside the United States (to the extent such rights exist) will be unaffected by the Plan, without prejudice to the Reorganized Debtors’ defenses against any such claims. Debtors have never paid, or even received, a Foreign Asbestos Claim from an individual in a court or other tribunal outside of the United States.

As described in more detail in Section 5.3.6 below, the Plan also contemplates a settlement between the Debtors, EnPro, and Garlock of Canada Ltd and the Canadian provincial workers’ compensation boards resolving all remedies the Provincial Boards may possess under Canadian law or in the United States under U.S. law against these entities or their Affiliates. Approval of this settlement is a condition to confirmation of the Plan, which is unilaterally waivable by the Debtors.

7. Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims

The CRP also contain procedures governing the payment of GST Asbestos Claims that are settled and unpaid (“Settled GST Asbestos Claims”), or the subject of judgments (“Pre-Petition Judgment GST Asbestos Claims”). Pre-Petition Judgment GST Asbestos Claims must have filed a proof of claim on or before the Asbestos Claims Bar Date (or else obtain relief from the Bankruptcy Court); the Debtors believe there are only two such Claims (listed on Appendix VII to the CRP), both based on the same Injured Party. Moreover, the Asbestos Trust will have the right to appeal those judgments, which will only be paid as judgments if the Asbestos Trust decides not to appeal or the appeal is unsuccessful. The holders of these Claims may, however, pursue the Claims as non-judgment Claims under the CRP.

The Asbestos Trust will pay Settled GST Asbestos Claims that were filed on or before the Settled Claims Bar Date (or that obtain relief from the Bankruptcy Court) and are either not disputed by Debtors or otherwise determined by the Trustee to be subject to enforceable settlement agreements. A list of Claims that the Debtors have identified as potentially eligible for payment as Settled GST Asbestos Claims is attached as Appendix VI to the CRP. Holders of alleged Settled GST Asbestos Claims are also free to submit their Claims as non-settled Claims under the CRP.


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Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims that are entitled to payment will also be subject to a payment percentage, calculated as described in Section 3.5. In addition, total payments on Settled GST Asbestos Claims are limited to $10 million.

There are no Coltec Asbestos Claims that are settled and unpaid or are the subject of judgments.

8. Indirect Claims

The CRP also provide for payment of Indirect Claims, i.e., claims asserted as third-party indemnification, contribution, subrogation, or similar Claims. The criteria for payment of these Claims are contained in Section 10 of the CRP. Valid Indirect Claims will be subject to the same criteria and payment provisions as other Asbestos Claims, including, where applicable, compliance with (or relief from) the Asbestos Claims Bar Date. It appears that no Indirect Claims were submitted by the Asbestos Claims Bar Date.

9. Claims Processing

In general, the Asbestos Trust will process Claims on a first-in, first-out (“FIFO”) basis. The CRP contain deadlines by which Asbestos Claims must be filed to be eligible for settlement offers. The Trustee will be responsible for developing claim forms that satisfy the requirements of the CRP. In the event a Claimant accepts a settlement offer made by the Asbestos Trust, the Claimant will be required to execute releases of the Asbestos Trust and other parties, and payment will occur in the order releases are received.

To have Claims processed, Claimants must submit filing fees: (a) $100 for Claims based on malignant mesothelioma, (b) $75 for Claims based on lung cancer, and (c) $50 for Claims based on severe asbestosis, other cancer, disabling asbestosis, or non-disabling asbestosis. The fees will be refunded in full to Claimants who receive settlement offers.

Claimants who do not receive settlement offers under Expedited Claim Review, or who disagree with their settlement offers, will have the opportunity to pursue binding or non-binding arbitration, and if that does not resolve the dispute, to file suit against the Asbestos Trust in the tort system. As noted above, the Trustee’s decisions regarding Extraordinary Claim offers will not be reviewable by any court; an Extraordinary Claim Review Panel will be created to hear appeals from any decision by the Trustee that an Asbestos Claim is not an Extraordinary Claim, but the decisions of that panel will be final and unreviewable.

Arbitration awards will be limited to the Maximum Settlement Value for the appropriate Contact Group. Judgments in the tort system will also be limited to the Maximum Settlement Value for the appropriate Contact Group, and punitive damages will not be paid. Any judgment will be paid in installments, with the first installment equal to the Asbestos Trust’s final settlement offer or the award in arbitration (whichever is greater) paid according to the FIFO payment queue, and any balance paid in years six (6) through ten (10) following the year of the initial payment, without interest.

Finally, the CRP provide the Trustee with extensive powers to audit Claims and take action in the event of fraudulent filings.


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D. How Will the Asbestos Trust Be Administered?

The Asbestos Trust will be administered according to the Trust and Settlement Facility Agreement attached as Exhibit A to the Plan (the “Trust Agreement”). The Trust Agreement was also extensively negotiated by the Plan Proponents, and you should review the Trust Agreement itself for a full understanding of all its provisions.

The Trustee will administer the Asbestos Trust, and will be responsible for holding and investing the Asbestos Trust’s assets; paying the Asbestos Trust’s liabilities and expenses; hiring employees, agents, and experts; and administering the CRP, among other duties.3 The Trust Agreement contains provisions governing succession and compensation of the Trustee. The Trustee will be entitled to employ attorneys and other professionals.

The Trustee will be advised by a Claimants Advisory Committee (“CAC”) and the FCR. The CAC will consist of nine members, identified on the signature page of the Trust Agreement attached to the Plan, who are attorneys representing asbestos personal injury claimants, including Asbestos Claimants. The CAC will be responsible for representing the interests of current Asbestos Claimants. The FCR will be Mr. Grier (or any duly appointed successor) and will represent the interests of future Asbestos Claimants. The Trustee is required to consult with the CAC and FCR regarding certain matters and must obtain the consent of the CAC and FCR with respect to other matters, including increasing the Maximum Annual Payment or Maximum Settlement Values, changing the Claims Payment Ratio, or increasing the Medical Information Factors. The Trust Agreement contains provisions governing succession of the CAC and FCR, and compensation of the FCR (the CAC members will not be compensated except for expenses). The CAC and FCR will be entitled to employ attorneys and other professionals, whose fees and expenses will be paid by the Asbestos Trust in accordance with the Asbestos Trust Agreement.

In addition, the Asbestos Trust and the Reorganized Debtors will enter into a Cooperation Agreement pursuant to which the Reorganized Debtors will share certain information relating to Asbestos Claims with the Asbestos Trust in the processing, resolution, and defense of Asbestos Claims. The form of Cooperation Agreement is attached as Exhibit C to the Plan, but the Trustee will have the opportunity to review and propose changes to the Cooperation Agreement before it is executed.

E. How Will Other Classes of Claims and Interests Be Treated? No classes of Claims or Equity Interests are impaired other than Asbestos Claims (Class

5) and GST/Garrison Equity Interests (Class 9).4 All other classes are unimpaired, and they will

3 The Asbestos Trust will also have a separate “Delaware Trustee,” a requirement of Delaware law, whose duties will be limited to accepting service of process on behalf of the Asbestos Trust and executing certificates required to be filed under Delaware law.

4 Bankruptcy Code § 1124 explains the circumstances under which a plan’s treatment of a class of claims or equity interests constitutes impairment of those claims or equity interests. Broadly stated, any alteration of a creditor’s or equity interest holder’s legal rights by a plan constitutes impairment.


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not be solicited and will not vote on the Plan. The treatment of Claims other than Asbestos Claims is discussed in more detail below.

Anchor is a dormant company with no assets. Under the Plan, it will be liquidated and dissolved, and holders of Anchor Claims, including holders of asbestos personal injury claims against Anchor, are not expected to recover anything on these Claims.

F. How Will Asbestos Claimants Vote on the Plan?

With respect to Holders of Asbestos Claims in Class 5, the Bankruptcy Code provides that the Asbestos Channeling Injunction may be issued under Section 524(g) of the Bankruptcy Code only if (a) the Holders of the Asbestos Claims to be channeled under the injunction are classified separately under the Plan, and (b) seventy-five percent (75%) in number of the Holders of the Asbestos Claims in that class who actually vote on the Plan vote to accept the Plan.

As described in more detail below, Asbestos Claimants may vote by individual Ballot or Master Ballot, and will be temporarily allowed for voting purposes upon meeting certain criteria. The last day to vote to accept or reject the Plan is December 9, 2016. To be counted, your Ballot must be actually received by the Balloting Agent by such date. The record date for determining which creditors may vote on the Plan is July 1, 2016.

G. Disclaimers

This Disclosure Statement contains summaries of certain provisions of the Plan, certain statutory provisions, certain documents related to the Plan, certain events in the Chapter 11 Cases (or events anticipated to occur in Coltec’s Chapter 11 Case), and certain financial information. Although the Plan Proponents believe that the Disclosure Statement and related document summaries are fair and accurate, they are qualified to the extent they do not set forth the entire text of the Plan, such documents, or any statutory provisions. The terms of the Plan govern in the event of any inconsistency with this Disclosure Statement. All exhibits to the Disclosure Statement are incorporated into and are a part of this Disclosure Statement as if set forth in full herein. The statements contained in this Disclosure Statement are made as of the date hereof, unless otherwise specified, and the Plan Proponents disclaim any obligation to update any such statements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: All forward-looking statements contained herein involve material risks and uncertainties and are subject to change based on numerous factors, including factors that are beyond the Debtors’ control. Accordingly, the Debtors’ future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in this Disclosure Statement. Debtors do not undertake to publicly update or revise their forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Except as otherwise specifically noted, the financial information contained herein has not been audited by a certified public accountant and has not necessarily been prepared in accordance with Generally Accepted Accounting Principles. Although Debtors have


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attempted to be accurate in all material respects, the Debtors are unable to warrant or represent that all of the information contained in this Disclosure Statement is without error. No representation concerning the Debtors or the value of the Debtors’ assets has been authorized by the Bankruptcy Court other than as set forth in this Disclosure Statement or any other Disclosure Statement approved by the Bankruptcy Court. The Plan Proponents are not responsible for any information, representation, or inducement made to obtain your acceptance, which is other than, or inconsistent with, information contained herein and in the Plan.

For purposes of this Disclosure Statement, the following rules of interpretation shall apply: (i) whenever the words “include,” “includes,” or “including” are used they shall be deemed to be followed by the words “without limitation,” (ii) the words “hereof,” “herein,” “hereby,” and “hereunder” and words of similar import shall refer to this Disclosure Statement as a whole and not to any particular provision, (iii) section and exhibit references are to this Disclosure Statement unless otherwise specified, and (iv) with respect to any distribution under the Plan, “on” a date means on or as soon as reasonably practicable thereafter.

In connection with solicitation of acceptances of this Plan pursuant to Sections 1126(a) and 1126(b) of the Bankruptcy Code, the Plan Proponents are providing a Solicitation Package, consisting of the Disclosure Statement, the enclosures hereto, and a Ballot or Master Ballot, as applicable, to each record holder of Claims and Equity Interests eligible to vote as of the voting record date. This Disclosure Statement is to be used by each such eligible holder solely in connection with its evaluation of the Plan.

Coltec has not yet commenced a reorganization case under Chapter 11 of the Bankruptcy Code as of the date of the distribution of this Disclosure Statement. If, however, Class 5 accepts the Plan in requisite numbers, Coltec expects to undertake the out-of-court Coltec Restructuring described in this Disclosure Statement and then file a bankruptcy petition. If Class 5 does not accept the Plan in requisite numbers, Coltec reserves the right not to file a bankruptcy petition or engage in the out-of-court Coltec Restructuring as described in this Disclosure Statement.

This Disclosure Statement has been prepared in accordance with Section 1125 of the Bankruptcy Code and Rule 3016(c) of the Federal Rules of Bankruptcy Procedure, and not necessarily in accordance with federal or state securities laws or other non-bankruptcy law. This Disclosure Statement was prepared with the intent to provide “adequate information” (as defined in the Bankruptcy Code) to enable Holders of Claims and Equity Interests in the Debtors to make informed judgments about the Plan. By Order dated June __, 2016, the Disclosure Statement was approved by the Bankruptcy Court as containing “adequate information” under Bankruptcy Code § 1125 with respect to GST, Garrison, and Anchor. The Bankruptcy Court has not yet approved the Disclosure Statement with respect to Coltec. Coltec expects to promptly seek an order of the Bankruptcy Court approving this Disclosure Statement and the solicitation of votes with respect to Coltec following commencement of its Chapter 11 case.


TABLE OF CONTENTS

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1. INTRODUCTION ............................................................................................................. 1

2. DESCRIPTION OF THE DEBTORS, THEIR PRIMARY ASSETS, AND EVENTS LEADING TO THE FILING OF THESE CASES ........................................... 1

2.1 General Overview of the Debtors .......................................................................... 1 2.2 The Debtors’ Businesses ........................................................................................ 2

2.2.1 GST ............................................................................................................ 2 2.2.2 Garrison...................................................................................................... 3 2.2.3 Coltec ......................................................................................................... 3

2.2.3.1 Coltec’s Business Operations .................................................... 4 2.2.3.2 Results of Coltec’s Combined Business Operations ................. 5

2.3 Assets of GST, Garrison, and Anchor ................................................................... 8 2.3.1 Estimated Value of Reorganized GST’s Core Business ............................ 8 2.3.2 Cash............................................................................................................ 8 2.3.3 Garlock Insurance ...................................................................................... 8 2.3.4 Affiliate Notes ............................................................................................ 9

2.3.4.1 The Coltec and Stemco Notes and the 2005 Corporate Restructuring ............................................................................. 9

2.3.4.2 GST/Garrison Grid Notes ....................................................... 10 2.3.4.3 Garrison/Anchor Notes ........................................................... 11

2.3.5 Claims and Causes of Action ................................................................... 11 2.3.5.1 Avoidance Actions and Certain Related Claims Against

Affiliates .................................................................................. 11 2.3.5.2 GST Recovery Actions ........................................................... 13 2.3.5.3 Maintenance of Causes of Action and Preservation of

All Causes of Action Not Expressly Settled or Released ....... 15 2.4 LIABILITIES OF GST, GARRISON, AND ANCHOR ..................................... 16

2.4.1 Non-Asbestos Related Liabilities of GST, Garrison, and Anchor ........... 16 2.4.1.1 Administrative Claims ............................................................ 16 2.4.1.2 Secured Claims ....................................................................... 16 2.4.1.3 Priority Claims ........................................................................ 16 2.4.1.4 GST General Unsecured Claims ............................................. 17

2.4.2 Estimated Liability of GST, Garrison, and Anchor for Asbestos-Related Claims ......................................................................................... 17

2.4.3 GST’s Asbestos Litigation History .......................................................... 18 2.4.3.1 GST’s Asbestos-Containing Products ..................................... 18

2.4.4 Pending GST Asbestos Claims ................................................................ 18 2.5 Assets and liabilities of coltec.............................................................................. 20

2.5.1 Assets and Liabilities of Coltec ............................................................... 20 2.5.1.1 Long-Term Debt ..................................................................... 22 2.5.1.2 Affiliate Notes ......................................................................... 22 2.5.1.3 Investment in Subsidiaries ...................................................... 22 2.5.1.4 Coltec Insurance ...................................................................... 23


TABLE OF CONTENTS (continued)

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2.5.1.5 Other Assets and Liabilities .................................................... 26 2.5.2 Asbestos Claims Against Coltec Industries Inc ....................................... 26 2.5.3 Coltec Restructuring and Assets and Liabilities of Filing Entity

OldCo, LLC ............................................................................................. 31

3. THE CHAPTER 11 FILINGS ......................................................................................... 34

3.1 Significant Events During the Course of the Chapter 11 Cases .......................... 34 3.1.1 Appointment of Official Creditors Committees and the Future

Claimants’ Representative ....................................................................... 35 3.1.1.1 Official Committee of Unsecured Creditors ........................... 35 3.1.1.2 Asbestos Claimants Committee .............................................. 35 3.1.1.3 Representative for Future Asbestos Claimants ....................... 35

3.1.2 Employment of Professionals .................................................................. 35 3.1.3 Adversary Proceeding Obtaining Stay of Asbestos-Related

Litigation Against Non-Debtor Affiliates ................................................ 37 3.1.4 Extensions of Exclusivity Period ............................................................. 37 3.1.5 December 9, 2010 Discovery Order ........................................................ 38 3.1.6 Order Granting the Existing Debtors’ Motion for Estimation of

Mesothelioma Claims .............................................................................. 38 3.1.7 Estimation Trial and Order Estimating Aggregate Mesothelioma

Liability .................................................................................................... 38 3.1.8 Committee’s Motion to Reopen Estimation Record ................................ 40 3.1.9 Committee Discovery Regarding Pre-Petition Transactions ................... 40 3.1.10 The Debtors’ Initial Plan of Reorganization ............................................ 40 3.1.11 The Debtors’ First Amended Plan of Reorganization .............................. 40 3.1.12 The Settlement Agreement with the Future Claimants’

Representative Regarding the Second Amended Plan ............................. 40 3.1.13 Preliminary Confirmation Proceedings on the Now-Superseded

Second Amended Plan ............................................................................. 41 3.1.14 Litigation Moratorium ............................................................................. 42 3.1.15 Ad Hoc Coltec Asbestos Claimants Committee and Discussions

Resulting In Comprehensive Settlement .................................................. 42

4. IMPORTANT BAR DATES AND DEADLINES .......................................................... 43

4.1 Non-Asbestos Claims Bar Date ........................................................................... 43 4.2 Settled GST Asbestos Claims Bar Date ............................................................... 43 4.3 Bar Date For certain GST Asbestos Claims ........................................................ 44 4.4 bar date for certain coltec asbestos claims ........................................................... 44 4.5 Administrative Claims Bar Date .......................................................................... 45 4.6 Fee Claim Bar Date .............................................................................................. 45

5. SUMMARY OF THE PLAN........................................................................................... 46



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5.1 Overview of the Plan ........................................................................................... 46 5.2 Classification and Treatment of Claims ............................................................... 46

5.2.1 Provisions for Payment of Administrative Expense Claims and Priority Tax Claims .................................................................................. 46

5.2.2 Classified Claims ..................................................................................... 47 5.2.2.1 Class 1. Priority Claims .......................................................... 47 5.2.2.2 Class 2. Secured Claims .......................................................... 47 5.2.2.3 Class 3. Workers’ Compensation Claims................................ 48 5.2.2.4 Class 4. Intercompany Claims................................................. 49 5.2.2.5 Class 5. Asbestos Claims ........................................................ 49 5.2.2.6 Class 6. GST General Unsecured Claims ............................... 49 5.2.2.7 Class 7. Coltec General Unsecured Claims............................. 50 5.2.2.8 Class 8. Anchor Claims ........................................................... 50 5.2.2.9 Class 9. GST/Garrison Equity Interests .................................. 50 5.2.2.10 Class 10. Other Debtor Equity Interests ................................ 50

5.2.3 Resolution of Disputed Claims ................................................................ 51 5.2.4 Distribution on Account of Disputed Claims .......................................... 51

5.3 Implementation of the Plan .................................................................................. 51 5.3.1 Vesting of Assets ..................................................................................... 51 5.3.2 Post-Confirmation Management and Corporate Governance Issues ....... 52 5.3.3 The Asbestos Trust .................................................................................. 52

5.3.3.1 Creation of the Asbestos Trust ................................................ 52 5.3.3.2 Funding of the Asbestos Trust ................................................ 53 5.3.3.3 Assumption of Claims and Demands by the Asbestos

Trust ........................................................................................ 53 5.3.3.4 Asbestos Trust Governance .................................................... 54 5.3.3.5 Cooperation Agreement .......................................................... 54 5.3.3.6 Asbestos Insurance Rights ...................................................... 55

5.3.4 Distributions Under the Plan and Delivery of Distributions .................... 56 5.3.5 Dissolution of Anchor .............................................................................. 56 5.3.6 Conditions to the Consummation of the Plan, Right to Withdraw or

Amend Plan .............................................................................................. 56 5.3.7 Merger of Coltec with New Coltec .......................................................... 57

5.4 Discharge, injunctions, and releases .................................................................... 57 5.4.1 Discharge ................................................................................................. 57 5.4.2 Asbestos Channeling Injunction .............................................................. 58 5.4.3 Releases and Indemnification .................................................................. 60

5.4.3.1 Settlement and Release by Debtors and Reorganized Debtors of Avoidance Actions and Other Estate Claims ........ 60

5.4.3.2 Specific Release of Intercompany Asbestos Claims ............... 61 5.4.3.3 Settlement and Release by Debtors and Estate Parties ........... 61 5.4.3.4 Settlement and Release of Certain Claims .............................. 62 5.4.3.5 No Actions on Account of Released Claims ........................... 62



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5.4.3.6 Indemnification ....................................................................... 62 5.5 other plan provisions ............................................................................................ 63

5.5.1 Modification or Withdrawal of the Plan .................................................. 63 5.5.2 General Reservation of Rights ................................................................. 63 5.5.3 Retention of Jurisdiction .......................................................................... 63 5.5.4 Exculpation .............................................................................................. 63

6. VOTING AND CONFIRMATION PROCEDURES ...................................................... 64

6.1 Voting Procedures ................................................................................................ 64 6.2 Confirmation Procedures ..................................................................................... 66

6.2.1 Confirmation Hearing .............................................................................. 66 6.2.2 Objections to Confirmation of the Plan ................................................... 66

7. REQUIREMENTS FOR CONFIRMATION OF THE PLAN ........................................ 68

7.1 Bankruptcy Code § 1129 Generally ..................................................................... 68 7.2 Vote Required for Class Acceptance ................................................................... 70 7.3 Feasibility of the Plan .......................................................................................... 70 7.4 “Best Interests” Test ............................................................................................ 70 7.5 Information about Corporate Governance, Officers, and Directors of

Reorganized Debtors ............................................................................................ 72 7.5.1 Management Compensation and Incentive Program ............................... 72 7.5.2 Prospective Officer and Director Insurance ............................................. 72

8. IMPORTANT CONSIDERATIONS AND RISK FACTORS ........................................ 72

8.1 Risks Related to the Debtors’ Business and these Chapter 11 Cases .................. 73 8.1.1 Certain Risks Associated with the Chapter 11 Cases .............................. 73 8.1.2 Risks Relating to the Projections ............................................................. 73 8.1.3 Risks Relating to the Value of the Reorganized Debtors ........................ 74 8.1.4 Leverage, Liquidity, and Capital Requirements ...................................... 75 8.1.5 Certain Risks of Non-Occurrence of the Effective Date ......................... 75 8.1.6 Prolonged Continuation of the Chapter 11 Cases May Harm the

Debtors’ Business .................................................................................... 75 8.1.7 Risks Relating to Coltec’s Chapter 11 Filing .......................................... 75 8.1.8 Risks of Non-Confirmation of the Plan ................................................... 76 8.1.9 Risk of Post-Confirmation Default .......................................................... 76 8.1.10 Objections to Claims ................................................................................ 76 8.1.11 Risk Regarding the Solvent Insurance Carriers ....................................... 76

8.2 Risk Factors Affecting the asbestos trust ............................................................. 76

9. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN ............................................................................................................................... 77

9.1 Continuation of the Chapter 11 Cases ................................................................. 77



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9.2 Alternative Plans of Reorganization .................................................................... 77 9.3 Chapter 7 Liquidation .......................................................................................... 77

10. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ................................... 77

10.1 Federal Income Tax Consequences ..................................................................... 78 10.1.1 General Discussion .................................................................................. 78 10.1.2 Deduction of Amounts Transferred to Satisfy Asbestos Claims ............. 78 10.1.3 Cancellation of Debt Income ................................................................... 79 10.1.4 Net Operating Losses ............................................................................... 79 10.1.5 Alternative Minimum Tax ....................................................................... 79 10.1.6 Federal Income Tax Consequences to Holders of Claims and the

Asbestos Trust .......................................................................................... 79 10.1.6.1 Holders of Asbestos Claims .................................................... 79 10.1.6.2 Treatment of the Asbestos Trust ............................................. 80 10.1.6.3 Consequences to Holders of GST General Unsecured

Claims ..................................................................................... 80 10.1.7 U.S. Federal Information Reporting and Backup Withholding ............... 81

11. CONCLUSION AND RECOMMENDATION ............................................................... 81

Exhibit 1 Second Amended Plan of Reorganization Exhibit 2 Term Sheet for Resolution of All Present and Future GST Asbestos Claims and

Coltec Asbestos Claims, dated March 17, 2016 (w/o exhibits) Exhibit 3 Post-Petition Operating Results of GST and Management Forecast Exhibit 4 Current Officers and Directors of Debtors


1

1. INTRODUCTION

This Disclosure Statement sets forth certain information regarding the Debtors’ prepetition history, their material liabilities, the reorganization, and the anticipated post-reorganization operations of the Reorganized Debtors. This Disclosure Statement describes the terms and provisions of the Plan, specifically including the creation of the Asbestos Trust pursuant to Section 524(g) of the Bankruptcy Code to which Channeled Asbestos Claims will be channeled, with the Reorganized Debtors and other Asbestos Protected Parties receiving permanent injunctive protection from Asbestos Claims. The Disclosure Statement also describes certain alternatives to the Plan, the effects of confirmation of the Plan, and certain risk factors associated with the Plan. In addition, the Disclosure Statement discusses the confirmation process and the voting procedures that holders of Claims eligible to vote must follow for their votes to be counted.

Although the Plan Proponents believe that the descriptions and summaries contained in this Disclosure Statement are fair and accurate in all material respects, they are qualified in their entirety to the extent that they do not set forth the entire text of the documents and statutory provisions discussed. Please consult the documents themselves, including the Plan and exhibits to the Plan, for a full understanding of their contents.

2. DESCRIPTION OF THE DEBTORS, THEIR PRIMARY ASSETS, AND EVENTS LEADING TO THE FILING OF THESE CASES

2.1 GENERAL OVERVIEW OF THE DEBTORS

GST, a North Carolina limited liability company, and Garrison, a North Carolina corporation, are wholly owned subsidiaries of Coltec, a Pennsylvania corporation. Coltec is wholly owned by EnPro, a North Carolina corporation headquartered in Charlotte, North Carolina. EnPro (NPO) shares are traded on the New York Stock Exchange.

Anchor, a North Carolina corporation, is a wholly-owned, non-operating subsidiary of Garrison. GST acquired Anchor as a wholly owned subsidiary in June 1987. For many years before GST acquired Anchor and for several years thereafter, Anchor distributed fluid sealing materials, including gaskets and packing. In 1994, Anchor ceased business operations and in 1996 GST transferred its Equity Interest in Anchor to Garrison.

Some of the gaskets and packing produced and/or sold by GST (prior to 2001) and Anchor (prior to 1988) contained asbestos. Since the 1970s, GST and Anchor have received hundreds of thousands of claims by individuals alleging personal injuries or wrongful death related to exposure to asbestos from such products. Prior to the Petition Date, Garlock paid approximately $1.37 billion in indemnity payments and hundreds of millions in defense costs to resolve these claims.

Anchor has no assets or insurance and has not paid to defend or settle an asbestos claim since 2005.

Coltec is not currently in bankruptcy but, pursuant to the Comprehensive Settlement, is soliciting acceptance of the Plan as a “prepackaged plan of reorganization” that would provide


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for the permanent settlement of Coltec Asbestos Claims contemporaneously with GST Asbestos Claims. Some of the businesses operated by Coltec and its predecessors, apart from GST, manufactured equipment with asbestos-containing components, principally gaskets and packing, made by other companies. These Coltec businesses often, though not exclusively, used components manufactured by GST. As a result, since approximately 1992, these Coltec businesses have received tens of thousands of claims by individuals alleging personal injuries or wrongful death caused by exposure to asbestos-containing components in Coltec’s products. The businesses operated by Coltec and its predecessors that received such claims are Fairbanks Morse Engine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, France Compressor, Delavan, and Farnam.

Claimants who sued Coltec businesses generally also sued GST. Although Coltec has paid approximately $7.9 million to defend claims relating to products manufactured or sold by its non-GST subsidiaries or divisions, Coltec has never paid any money to settle an asbestos personal injury claim. Claimants routinely agreed to dismiss Coltec asbestos claims without payment when they reached settlements with GST with respect to their GST asbestos claims.

2.2 THE DEBTORS’ BUSINESSES

2.2.1 GST

GST’s business was founded in 1887 in Palmyra, New York. GST produces and sells high performance fluid-sealing products, including gaskets and compression packing used in internal piping and valve assemblies in numerous industries. GST employs approximately nine hundred and thirty people and has a global sales presence serviced from manufacturing facilities in Palmyra, New York and Houston, Texas.

GST also owns three non-Debtor foreign subsidiaries that own manufacturing operations in Canada, Mexico, and Australia.

In 2015, GST and its subsidiaries had global sales of approximately $217 million. In 2014, 2013, and 2012, GST and its subsidiaries had global sales of approximately $240 million, $244 million, and $240 million, respectively. In 2015, GST and its subsidiaries had income before reorganization expenses and income taxes excluding asbestos-related expenses of approximately $68 million, and in 2014, 2013, and 2012, GST and its subsidiaries had income before reorganization expenses and income taxes excluding asbestos-related expenses of approximately $203 million,5 $85 million, and $78 million, respectively. See Post-Petition Operating Results of GST and Management Forecast, attached to this Disclosure Statement as Exhibit 3.

GST continuously develops innovative products to meet the changing preferences of its customers. In 2005, GST began a multi-year, $40 million capital project to modernize and improve its Palmyra manufacturing facilities, which has been completed since the Petition Date.

5 The Debtors adjusted 2014 income based on recording a reduction in asbestos liability resulting from the Estimation Opinion and the provisions of the Debtors’ Second Amended Plan. Income net of this adjustment to booked asbestos liability was $75 million.


3

GST believes that its new, state-of-the-art facilities have enhanced the company’s position as the high quality producer in its industry. During the period of 2010 through 2015, GST spent an average of approximately $4.6 million annually on capital expenses, continuously upgrading its facilities, new product development capabilities, and equipment in order to retain its position as a leading manufacturer in its field.

2.2.2 Garrison

Garrison, which is headquartered in East Rochester, New York, was formed in 1996 to manage the defense and resolution of asbestos claims against GST and Coltec. Pursuant to an Exchange Agreement dated September 13, 1996 (the “Exchange Agreement”), Garrison undertook all future responsibility for the resolution of asbestos claims against GST, agreeing to indemnify GST for any losses it might suffer related to asbestos claims and to assume the defense and settlement of such claims. The Exchange Agreement also provided for GST’s transfer of assets to Garrison to fund the resolution of asbestos claims against GST, including GST’s right to receive payments under any insurance policies that covered asbestos-related claims against GST. GST retained a security interest in such insurance assets to secure Garrison’s obligations under the Exchange Agreement. See Section 2.3.4.2 below for certain financial arrangements between Garrison and GST and Section 2.3.4.3 for certain financial arrangements between Garrison and Anchor.

From its inception to the Petition Date, Garrison (a) supervised a nationwide network of law firms defending asbestos claims against GST and Coltec; (b) managed the defense and resolution of asbestos claims against GST and Coltec; (c) paid judgments, settlements, and defense costs; and (d) collected insurance that covered losses associated with asbestos claims against GST. Since the Petition Date, Garrison has continued to work on the resolution of asbestos claims against GST by, among other things, updating the Debtors’ master claims database, responding to discovery, providing support services for the Debtors’ professionals, continuing to collect insurance, and participating in plan formulation. Garrison currently employs five people, including paralegals, accountants, and data entry personnel.

In addition to managing litigation and resolution of asbestos claims against GST, Garrison was paid fees and reimbursed expenses for managing the defense and resolution of asbestos claims against Anchor and Coltec.

2.2.3 Coltec

Coltec is a longstanding, diversified manufacturer that was variously known in prior years as Penn-Texas Corporation (until 1959), Fairbanks Whitney Corporation (until 1964), and Colt Industries Inc (until 1990). Colt Industries Inc then changed its name to Coltec Industries Inc on May 3, 1990. Coltec merged with Runway Acquisition Corporation, a subsidiary of Goodrich Corporation (“Goodrich”) on July 12, 1999 and survived as a wholly owned subsidiary of Goodrich. EnPro was incorporated on January 11, 2002 as a wholly owned subsidiary of Goodrich and is the sole parent entity of Coltec. On May 31, 2002, the shares of EnPro were distributed to the shareholders of Goodrich, and EnPro became a separate public company, with Coltec continuing as its direct, wholly-owned subsidiary through the date hereof. Coltec’s headquarters are in Charlotte, North Carolina.


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2.2.3.1 Coltec’s Business Operations

Through its divisions and a number of direct and indirect foreign and domestic subsidiaries, Coltec operates a broad and diverse range of engineered industrial products manufacturers. These businesses include Garrison and the Garlock Group (described below) of which GST is a significant part. Coltec’s material business operations include:

Fairbanks Morse (Fairbanks Morse). Fairbanks Morse is currently an unincorporated division of Coltec. Headquartered in Washington, DC, Fairbanks Morse designs, manufactures, sells, and services heavy-duty, medium-speed diesel engines and generator sets, and dual-fuel engines. Fairbanks Morse operates a manufacturing facility in Beloit, Wisconsin and operates service centers across the United States and one in Canada. As part of the pre-bankruptcy Coltec Restructuring, Fairbanks Morse will become a separately incorporated entity.

The Garlock Group. The Garlock family of companies, which is composed of a number of direct and indirect subsidiaries of Coltec, including GST, design, manufacture and sell sealing products, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; hydraulic components; expansion joints; flange sealing and isolation products; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealing pipeline penetrations; and safety-related signage for pipelines. These products are used in a variety of industries, including chemical and petrochemical processing, petroleum extraction and refining, pulp and paper processing, power generation, food and pharmaceutical processing, primary metal manufacturing, mining, and water and waste treatment. The Garlock Group is headquartered in Palmyra, New York, and operates production facilities in New York, as well as in Texas, Colorado, Australia, Canada, China, Dubai (UAE), Germany, India, Mexico, Singapore, and the United Kingdom.

The Stemco Group. The Stemco group, which is composed of a number of direct and indirect subsidiaries of Coltec, designs, manufactures and sells heavy-duty truck wheel-end components and systems including: seals; hubcaps; mileage counters; bearings; locking nuts; brake products, such as brake drums, automatic brake adjusters, brake friction and shoes, hardware and brake kits; suspension components, such as steering knuckle king-pins and bushings, spring pins and bushings, other polymer bushing components, and air springs for tractor, trailer and cab suspensions; tire pressure monitoring and inflation systems and automated mileage collection devices; as well as trailer-end aerodynamic devices designed to increase fuel efficiency. Along with group headquarters in Longview, Texas, the Stemco group operates manufacturing facilities in Texas, Georgia, Michigan, Tennessee, Kentucky, Ohio, Canada, Australia, Mexico, and China.

The Technetics Group. The Technetics group, composed of a number of direct and indirect subsidiaries of Coltec, designs, manufactures, and sells high performance metal seals; elastomeric seals; bellows and bellows assemblies; pedestals for semiconductor manufacturing; and a wide range of polytetrafluoroethylene (PTFE) products. These products are used in a variety of industries, including electronics and semiconductor, aerospace, land-based turbines, power generation, oil and gas, food and beverage, and other industries. Technetics’ group headquarters is located in Columbia, South Carolina and Technetics operates production


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facilities in California, Florida, Massachusetts, Pennsylvania, South Carolina, Texas, France, Germany, Singapore, and the United Kingdom.

The Compressor Products International (CPI) Group. The CPI group’s business, which is operated by a number of direct and indirect subsidiaries of Coltec, designs, manufactures, sells and services components for reciprocating compressors and engines. These components, which include packing and wiper rings, piston and rider rings, compressor valve assemblies, divider block valves, compressor monitoring systems, lubrication systems, and related components are utilized primarily in the refining, petrochemical, natural gas gathering, storage and transmission, and general industrial markets. CPI maintains its headquarters in Stafford, Texas and has production facilities in California, Louisiana, Pennsylvania, Texas, Wyoming, Australia, Canada, China, France, Germany, Netherlands, Spain, and the United Kingdom.

The GGB Group. The GGB group’s business, which is operated by a number of direct and indirect subsidiaries of Coltec, designs, manufactures and sells self-lubricating, non-rolling, metal polymer, engineered plastics, and fiber reinforced composite bearing products, as well as aluminum bushing blocks for hydraulic applications. These products are used in a wide variety of markets such as the automotive, pump and compressor, construction, power generation, and general industrial markets. The GGB group’s headquarters are located in Annecy, France, and GGB operates production facilities in New Jersey, Brazil, France, Germany, Slovakia and China.

EnPro Learning System, LLC (“Learning System”). Learning System, a direct wholly owned subsidiary of Coltec, offers safety consulting services, safety courses, and safety conferences throughout the year to assist companies in developing and implementing protocols to improve workplace safety. Learning System is headquartered in Charlotte, North Carolina and offers safety courses and conferences at various production facilities of EnPro and its subsidiaries and at other external locations.

The current business operations of Coltec will be substantially reorganized by the Coltec Restructuring before Coltec (renamed OldCo, LLC) files its Chapter 11 case. At the time OldCo files its Chapter 11 petition, only the Learning System business will be a part of OldCo’s operations. For more information on the Coltec Restructuring, see Section 2.5.3 below.

2.2.3.2 Results of Coltec’s Combined Business Operations

As the only direct, wholly-owned subsidiary of EnPro, Coltec either directly (through its divisions) or indirectly (through its direct and indirect foreign and domestic subsidiaries) operates all of the business operations of EnPro, other than certain general and administrative expenses incurred directly by the EnPro Industries, Inc. legal entity (on a stand-alone basis, the “Parent”).

The following tables present condensed consolidating statements of operations of: (i) the Parent, (ii) Coltec and its direct and indirect subsidiaries (excluding the Existing Debtors and their subsidiaries) on a combined basis and (iii) the eliminations necessary to arrive at the consolidated results of EnPro on a consolidated basis, in each case for the following periods: (a) the three months ended March 31, 2016, (b) the twelve months ended December 31, 2015 and (c) the twelve months ended December 31, 2014.


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The condensed consolidating statements of operations are not intended to present the results of operations for any purpose other than to set forth certain information regarding the combined operations of Coltec and its direct and indirect foreign and domestic subsidiaries (other than Existing Debtors and their subsidiaries) for purposes of this Disclosure Statement.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended March 31, 2016 (in millions)

EnPro

Industries, Inc. Coltec and Certain of Its

Subsidiaries* Remaining

Subsidiaries of Coltec* Eliminations Consolidated

Net sales $ — $ 205.0 $ 112.2 $ (22.3) $ 294.9

Cost of sales — 144.6 75.0 (22.3) 197.3

Gross profit — 60.4 37.2 — 97.6

Operating expenses:

Selling, general and administrative 8.9 46.1 30.6 — 85.6

Asbestos settlement — 80.0 — — 80.0

Other 0.1 1.3 3.0 — 4.4

Total operating expenses 9.0 127.4 33.6 — 170.0

Operating income (loss) (9.0) (67.0) 3.6 — (72.4)

Interest expense, net (4.6) (8.5) — — (13.1)

Other expense — (1.6) — — (1.6)

Income (loss) before income taxes (13.6) (77.1) 3.6 — (87.1)

Income tax benefit (expense) 4.5 39.3 (3.5) — 40.3

Income (loss) before equity in earnings of subsidiaries (9.1) (37.8) 0.1 — (46.8)

Equity in earnings of subsidiaries, net of tax (37.7) 0.1 — 37.6 —

Net income (loss) $ (46.8) $ (37.7) $ 0.1 $ 37.6 $ (46.8)

Comprehensive income (loss) $ (39.9) $ (30.8) $ 5.9 $ 24.9 $ (39.9)

*Excludes the Existing Debtors and their subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2015 (in millions)

EnPro

Industries, Inc.

Coltec and Certain of Its Subsidiaries*

Remaining Subsidiaries of

Coltec* Eliminations Consolidated

Net sales $ — $ 837.8 $ 428.1 $ (61.5) $ 1,204.4

Cost of sales — 591.6 278.8 (61.5) 808.9

Gross profit — 246.2 149.3 — 395.5

Operating expenses:



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Goodwill and other intangible asset impairment — 5.6 41.4 — 47.0

Other 1.8 1.2 5.1 — 8.1


Operating income (loss) (29.4) 82.3 (15.3) — 37.6

Interest expense, net (13.1) (38.8) (0.2) — (52.1)

Other expense, net (2.8) (1.3) — — (4.1)

Income (loss) before income taxes (45.3) 42.2 (15.5) — (18.6)

Income tax benefit (expense) 12.1 (9.5) (4.9) — (2.3)

Income (loss) before equity in earnings of subsidiaries (33.2) 32.7 (20.4) — (20.9)

Equity in earnings of subsidiaries, net of tax 12.3 (20.4) — 8.1 —

Net income (loss) $ (20.9) $ 12.3 $ (20.4) $ 8.1 $ (20.9)


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2014

(in millions)

EnPro

Industries, Inc.


Remaining Subsidiaries of


Net sales $ — $ 801.4 $ 456.3 $ (38.4) $ 1,219.3

Cost of sales — 555.5 285.5 (38.4) 802.6

Gross profit — 245.9 170.8 — 416.7

Operating expenses:



Other 0.8 1.2 1.8 — 3.8


Operating income (loss) (41.9) 70.2 35.1 — 63.4

Interest income (expense), net 6.6 (50.6) (0.1) — (44.1)

Other income (expense) (10.0) 23.3 — — 13.3

Income (loss) before income taxes (45.3) 42.9 35.0 — 32.6

Income tax benefit (expense) 15.3 (16.6) (9.3) — (10.6)

Income (loss) before equity in earnings of subsidiaries (30.0) 26.3 25.7 — 22.0

Equity in earnings of subsidiaries, net of tax 52.0 25.7 — (77.7) —

Net income $ 22.0 $ 52.0 $ 25.7 $ (77.7) $ 22.0


For additional information regarding the consolidated operations of EnPro, please see the EnPro Quarterly Report on Form 10-Q for the three months ended March 31, 2016 and the


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EnPro Annual Report on Form 10-K for the year ended December 31, 2015. These documents are available online at http://www.enproindustries.com/sec-filings.

2.3 ASSETS OF GST, GARRISON, AND ANCHOR

2.3.1 Estimated Value of Reorganized GST’s Core Business

GST’s principal offices and largest manufacturing facility are located in Palmyra, New York. GST owns the Palmyra offices and plants subject to a “lease-leaseback” arrangement extending through February 2026 with the Wayne County Industrial Development Agency. GST has a second, leased manufacturing facility in Houston, Texas. GST owns substantial property and equipment at each of the two operating facilities used in connection with its business, as well as finished inventory and raw materials. A more detailed description of these assets is included in GST’s Schedules of Assets and Liabilities, filed on July 20, 2010 (Docket No. 249). Since the Petition Date, GST has continued to operate in the ordinary course of business, and has acquired and divested assets in the ordinary course of business consistent with its pre-petition operations.

The Debtors have engaged FTI Consulting to advise them with respect to the enterprise value and reorganized value of GST’s core business operations. FTI’s analysis reflects a going concern value for GST’s core business, including its non-debtor subsidiaries, in the range of $250 million to $286 million. The Debtors concur with FTI’s conclusions regarding the value of the Debtors’ core business operations.

2.3.2 Cash

As of March 31, 2016, GST (exclusive of its non-Debtor subsidiaries) held approximately $245.4 million in Cash ($4.6 million), Cash equivalents ($47.7 million), and United States Treasury Notes ($200.0 million). Inclusion of Cash held by non-debtor subsidiaries increases this figure by $29.5 million.

2.3.3 Garlock Insurance

Coltec purchased certain general liability insurance policies to cover losses associated with, among other things, product liability claims against Coltec and certain of its subsidiaries. A block of these insurance policies, in effect from 1976, the year after Coltec purchased GST, to 1984, when insurance policies began excluding asbestos-related losses from coverage, included GST as an insured (the “Available Shared Insurance”). Under the Available Shared Insurance policies, GST is entitled to be indemnified for losses associated with asbestos claims against GST that trigger coverage under such policies. Prior to these Chapter 11 Cases, proceeds from these policies have been used to pay a portion of the indemnity payments made to resolve asbestos claims against GST.

In addition to GST, Coltec and certain other Non-Debtor Affiliates also have indemnity rights against the carriers under the Available Shared Insurance policies, which also cover such Affiliates for asbestos-related losses. To the extent Coltec or any non-Debtor Affiliate is required to defend and pay any future asbestos litigation or pending asbestos litigation, Coltec or such non-Debtor Affiliate is entitled to be indemnified under those insurance policies for any such claim that triggers such policies.


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As of the Petition Date, $194 million of available products hazard limits or insurance receivables arising from settlements with insurance carriers existed under the Available Shared Insurance policies. Since the Petition Date, the Debtors have collected approximately $116.6 million of the Available Shared Insurance (including insurance recoveries of approximately $6.1 million from insolvent insurance carriers); therefore, the amount of Available Shared Insurance from solvent insurance carriers with investment grade ratings, as of March 31, 2016, is approximately $80 million. A list of Asbestos Insurance Policies issued to the Debtors is attached as Exhibit E to the Plan.

A summary of the expected insurance receipts from various insurers is set forth below.

Insurance Carrier S&P Debt

Rating AM Best Rating

Remaining Amount $ in 000

Aetna Casualty and Surety (Travelers)

AA A++ 4,213

AIG A+ A 42,000 Employers Mutual Assurance Co.

n/a A 10,000

Fireman’s Fund AA A+ 8,762 Republic Insurance Co. A+ A 10,000 Safety Insurance Co. A A+ 5,000 Total (Solvent Carriers) 79,975

2.3.4 Affiliate Notes

2.3.4.1 The Coltec and Stemco Notes and the 2005 Corporate Restructuring

GST holds two separate promissory notes in the aggregate face amount of approximately $227 million: one issued by Coltec in the face amount of $73,381,000 (the “Coltec Note”) and the other issued by a wholly-owned indirect subsidiary of Coltec, Stemco LP, a Texas limited partnership (“Stemco TX”) in the face amount of $153,865,000 (the “Stemco Note”). The Coltec Note and the Stemco Note each mature on January 1, 2017 and bear interest at 11.0% per annum. Cash payments are due in an amount equal to 6.5% per year, and deferred payment of interest in the amount of 4.5% (the “PIK Amount”) are added to the principal amount outstanding under the Coltec Note and Stemco Note each year.

Each of the Coltec Note and the Stemco Note was delivered to GST on March 11, 2005, in connection with a corporate restructuring (the “2005 Corporate Restructuring”), and each was amended and restated on January 1, 2010.

First, pursuant to a Membership Interest Purchase Agreement dated March 11, 2005, GST sold to Coltec the following limited liability company membership interests: 100% of the membership interests in Coltec Industrial Products LLC and 96.3% of the membership interests in GGB LLC (representing all of GST’s ownership interest in GGB LLC) (collectively, the “Membership Interests”). The purchase price for the Membership Interests was paid by Coltec


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through the issuance and delivery of the Coltec Note. Pursuant to the terms of an Amended and Restated Pledge Agreement dated January 1, 2010, the repayment of the Coltec Note is secured by a pledge of the Membership Interests.

Second, pursuant to an Asset Purchase Agreement dated March 11, 2005, Stemco Delaware LP, a Delaware limited partnership (“Stemco DE”) sold certain assets to Stemco TX, and Stemco TX agreed to assume certain liabilities of Stemco DE, all in exchange for the issuance and delivery of the Stemco Note by Stemco TX. On December 31, 2006, Stemco DE merged with and into GST, with GST surviving the merger and becoming the holder of the Stemco Note. The payment and performance of Stemco TX’s obligations under the Stemco Note are guaranteed by Coltec pursuant to the terms of an Amended and Restated Guaranty Agreement dated January 1, 2010 (the “Coltec Guaranty”). Additionally, as collateral security for the full and timely payment, performance and observance of Coltec’s obligations under the Coltec Guaranty, Coltec has granted GST a security interest in the general partner interest in Stemco TX held by Coltec and in the common stock of Stemco Holdings, Inc., a Delaware corporation (a wholly-owned subsidiary of Coltec and the direct owner of the limited partnership interests in Stemco TX) pursuant to the terms of an Amended and Restated Pledge Agreement dated January 1, 2010.

GST has agreed to subordinate its rights of payment under the Coltec Note, the Stemco Note, and the Coltec Guaranty to final payment of all principal, interest, or other obligations under Coltec’s senior credit facility, pursuant to the terms of subordination agreements by and among Bank of America, N.A., in its capacity as collateral and administrative agent (“BofA”), GST, Coltec, and Stemco TX dated as of April 26, 2006 (as amended, modified, restated, and supplemented). As of March 31, 2016, the outstanding balance due under Coltec’s senior credit facility was $170.4 million.

The Stemco Note and the Coltec Note each provide that Coltec may set off against any principal or interest due under the Stemco Note or Coltec Note losses, damages or settlements paid to any asbestos claimant based on Stemco TX’s (in the case of the Stemco Note) or Coltec’s (in the case of the Coltec Note) alleged liability for asbestos containing products manufactured or sold by GST.

Since the Petition Date, Coltec has provided certain services and advanced certain costs to both GST and Garrison pursuant to Intercompany Services Agreements dated as of June 1, 2010, between Coltec and each of GST and Garrison. Under the terms of the Intercompany Services Agreements, the charges payable to Coltec are paid first by offset against the cash portion of the interest payable under the Coltec Note and the Stemco Note. Since the Petition Date, all charges payable to Coltec under the Intercompany Services Agreement have been paid in this manner. As of March 31, 2016, the aggregate principal amount outstanding under the Stemco Note and the Coltec Note, together, was $295.9 million.

2.3.4.2 GST/Garrison Grid Notes

On September 13, 1996, GST and Garrison entered into a reciprocal credit arrangement (the “Letter Agreement”) under which GST agreed to provide Garrison with a line of credit of up to $200 million for working capital purposes, and Garrison agreed to loan GST any available


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Cash held by Garrison in excess of its working capital requirements. Advances by GST to Garrison for working capital requirements are evidenced by a $200 million Revolving Note (the “Garrison Note”). Garrison advances of available Cash to GST are evidenced by a separate $200 million Demand Grid Note (the “Demand Grid Note”). Under the terms of the Letter Agreement, any transfers of available Cash by Garrison to GST are first applied to repay indebtedness under the Garrison Note, if any, before any transfer is considered a borrowing by GST under the Demand Grid Note. Conversely, any advances by GST to Garrison are first applied to the Demand Grid Note before constituting an advance to Garrison under the Garrison Note. In accordance with the Letter Agreement, whenever a disbursement is presented for payment in a Garrison account, GST funds the disbursement from a GST disbursement account on behalf of Garrison and charges Garrison for such disbursement through the Garrison Note. Whenever Garrison receives Cash in its lockbox account, the Cash is transferred to the GST funding/concentration account as a repayment of the Garrison Note. As of March 31, 2016, Garrison owed GST $158,074,954 under the Garrison Note, and there was no outstanding indebtedness under the Demand Grid Note.

2.3.4.3 Garrison/Anchor Notes

Pursuant to the terms of a Promissory Note dated July 2, 1998 (the “Anchor Grid Note”), Garrison provided Anchor a line of credit up to $10 million for Anchor’s working capital requirements. Anchor repaid interest and principal owed on such note as Anchor received proceeds from insurance covering asbestos-related claims against Anchor. Anchor has no remaining insurance coverage. Since December 2004, there have been no advances or repayments respecting the Anchor Grid Note. As of March 31, 2016, Anchor’s indebtedness to Garrison under the Grid Note was approximately $1,704,000.

Anchor also owes Garlock approximately $2 million in net open intercompany account balances. This intercompany account is not evidenced by a promissory note or other writing. There has been no activity on this account since 1998.

2.3.5 Claims and Causes of Action

2.3.5.1 Avoidance Actions and Certain Related Claims Against Affiliates

During the pendency of these Bankruptcy Cases, the Committee and FCR have undertaken substantial document discovery of pre-petition transactions between the Existing Debtors, Coltec, and other Non-Debtor Affiliates. On April 30, 2012, the Committee and the FCR filed a Joint Motion of the Official Committee of Asbestos Personal Injury Claimants and the Future Claims Representative for Leave to Control and Prosecute Certain Claims as Estate Representatives (the “Motion for Leave” and the proposed complaint attached as Exhibit A thereto, the “Proposed Complaint”) (Docket No. 2150) and a Joint Motion to Modify Preliminary Injunction in Order to Permit Certain Claims to Proceed6 (the “Motion for Modification” and, together with the Motion for Leave, the “ACC/FCR Motions”).

6 Adv. Proc. No. 10-03145 (Docket No. 33).


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The allegations of the Proposed Complaint focus on the 2005 Corporate Restructuring, which gave rise to the Coltec and Stemco Notes, and the amendments to those notes that occurred shortly before the 2010 bankruptcy filings of the Existing Debtors. See Section 2.3.4.1, The Coltec and Stemco Notes and 2005 Corporate Restructuring, supra. The Proposed Complaint alleges that the transfer of the businesses under the 2005 Corporate Restructuring and subsequent amendments to the Coltec and Stemco Notes injured GST Asbestos Claimants by hindering their ability to recover damages for their alleged injuries from GST. The Proposed Complaint names as defendants EnPro, Coltec, and Stemco TX (the “Corporate Defendants”) and three former managers of GST, Donald G. Pomeroy, John Mayo, and Paul Baldetti (the “Former Managers”), and includes causes of actions for (1) alleged fraudulent transfers against the Corporate Defendants under both state law and the Bankruptcy Code; (2) breach of fiduciary duty against the Former Managers and the Corporate Defendants; (3) aiding and abetting breach of fiduciary duty against the Corporate Defendants; (4) unjust enrichment against the Corporate Defendants; (5) conspiracy to defraud against the Corporate Defendants; (6) successor liability against the Corporate Defendants; and (7) piercing the corporate veil separating GST from the Corporate Defendants.

On May 11, 2012, the Existing Debtors filed their Motion for Order (A) Authorizing the Debtors to (I) Enter Into the Affiliate Tolling Agreement and (II) Enter Into the Proposed Managers Tolling Agreement Pursuant to 11 U.S.C §§ 105(a) and 363 and Bankruptcy Rule 6004 and (B) Authorizing the Debtors to Abandon Non-Affiliate Preference Claims Pursuant to 11 U.S.C. §§ 105(a) and 554(a) and Bankruptcy Rule 6007 (the “Tolling Agreement Motion”) (Docket No. 2194).

The Bankruptcy Court granted the Tolling Agreement Motion by order entered on June 4, 2012 (Docket No. 2281), and denied without prejudice the ACC/FCR Motions by order entered on June 7, 2012 (Docket No. 2292).7

The Debtors, the Corporate Defendants, and the Former Managers have continued to toll the alleged causes of action in the Proposed Complaint (the “Tolled Claims”), by way of tolling agreements entered into after the Bankruptcy Court granted the Tolling Agreement Motion and a series of orders subsequently entered with the consent of the Corporate Defendants, the Former Managers, the Committee, and the FCR.

As part of the Comprehensive Settlement the Plan provides that the Tolled Claims will be settled, released and extinguished. Also to be released pursuant to the Comprehensive Settlement and the Plan (in addition to other claims) are (i) any Avoidance Actions the Existing Debtors or Coltec may have against any of their Affiliates, (ii) Avoidance Actions that the Existing Debtors, Coltec, or their Estates might otherwise be able to assert against personal injury claimants or their attorneys, and (iii) any claims that Coltec might otherwise be able to assert against any of the Existing Debtors for indemnity or contribution related to Asbestos Claims.

In addition, since the Petition Date the Existing Debtors have investigated potential causes of action against certain parties in interest who received payments prior to the Petition

7 Adv. Proc. No. 10-03145 (Docket No. 51).


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Date. As a partial result of those investigations, the Existing Debtors filed their Motion for Order (A) Authorizing the Debtors to (I) Enter Into the Affiliate Tolling Agreement and (II) Enter Into the Proposed Managers Tolling Agreement Pursuant to 11 U.S.C §§ 105(a) and 363 and Bankruptcy Rule 6004 and (B) Authorizing the Debtors to Abandon Non-Affiliate Preference Claims Pursuant to 11 U.S.C. §§ 105(a) and 554(a) and Bankruptcy Rule 6007 (Docket No. 2194) (the “Motion to Abandon”). In the Motion to Abandon, the Existing Debtors sought court authorization to abandon all potential causes of action arising under Section 547 of the Bankruptcy Code against trade vendors who are not Affiliates of the Existing Debtors, the Existing Debtors’ asbestos litigation defense counsel, and personal injury claimants who received payments from the Existing Debtors within ninety days prior to the Petition Date. The Court approved the Motion to Abandon, entering the Order (A) Authorizing the Debtors to (I) Enter into the Affiliate Tolling Agreement and (II) Enter into the Proposed Managers Tolling Agreement Pursuant to 11 U.S.C. §§ 105(a) and 363 and Bankruptcy Rule 6004 and (B) Authorizing Debtors to Abandon Non-Affiliate Preference Claims Pursuant to 11 U.S.C. §§ 105(a) and 554(a) and Bankruptcy Rule 6007 (Docket No. 2281) (the “Abandonment Order”).

The Debtors believe all Avoidance Actions not settled through the Plan have either been abandoned pursuant to the Abandonment Order or the limitations period for any such claims has expired. To the extent any such Avoidance Actions exist and have not been abandoned pursuant to the Abandonment Order or settled or released through the Plan, such Avoidance Actions shall be retained by the Reorganized Debtors. The Existing Debtors’ Statement of Financial Affairs sets forth all transfers by the Existing Debtors within ninety (90) days of the Petition Date, as well as all transfers to Affiliates within one year prior to the Petition Date. The Reorganized Debtors shall have the exclusive right to prosecute, waive or settle any unresolved Avoidance Actions after the Effective Date without need for Court authorization or approval.

2.3.5.2 GST Recovery Actions

Additionally, as a result of the Existing Debtors’ Post-Petition investigations, GST and Garrison have filed lawsuits against several law firms who represented personal injury claimants to whom GST and Garrison paid money prior to the Petition Date as a result of settlements that GST and Garrison contend were fraudulently obtained. Information regarding these lawsuits follows:

Case Caption Case Number and Jurisdiction

Garlock Sealing Technologies LLC, et al. v. Chandler, et al.

12-03137, United States Bankruptcy Court for the Western District of North Carolina

Garlock Sealing Technologies LLC, et al. v. Shein Law Center Ltd, et al.

3:14-cv-00137, United States District Court for the Western District of North Carolina

Garlock Sealing Technologies LLC, et al. v. Belluck & Fox, LLP, et al.



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Garlock Sealing Technologies LLC, et al. v. Simon Greenstone Panatier Bartlett, A Professional Corporation, et al.


Garlock Sealing Technologies LLC, et al. v. Estate of Ronald C. Eddins, et al.


The Plan refers to these pending suits as “GST Recovery Actions.” The Plan also uses the

term “GST Recovery Actions” to refer to any other cause of action, claim, demand, or suit that might otherwise be asserted or filed in the future by Coltec, GST, Garrison, or any of their respective Affiliates, predecessors, or assigns against asbestos personal injury claimants or the attorneys and law firms that represent or have represented such claimants, which action, claim, demand, or suit is based on acts, omissions, or conduct by claimants, their attorneys, or law firms in connection with an action or suit for asbestos-related injury or wrongful death before the Confirmation Date. The Plan excludes GST Recovery Actions from the definition of Retained Causes of Action. As required by the Comprehensive Settlement, the Plan constitutes a motion to approve the settlement of the pending GST Recovery Actions under Bankruptcy Rule 9019, pursuant to which such actions and any claims, counterclaims, or countersuits the respective parties actually asserted or could have asserted therein shall be dismissed with prejudice in exchange for mutual general releases and mutual waivers of costs and attorneys’ fees. In addition, the Plan provides that the Debtors, Reorganized Debtors, and their Affiliates, predecessors, successors, and assigns shall be deemed to release, waive, and permanently extinguish their rights to file or assert in the future any GST Recovery Action.

As part of the Comprehensive Settlement, the Term Sheet calls for the resolution and dismissal of the pending GST Recovery Actions on the foregoing terms effective upon the exchange of settlement documents by the parties to those lawsuits, and those lawsuits have been stayed pending confirmation of the Plan. As they have acknowledged in the Term Sheet, the Debtors, the Committee, the Ad Hoc Coltec Committee, and EnPro agreed that the settlement of those lawsuits on such terms was necessary in order for the Plan to be confirmed and succeed and therefore is in the best interests of the Debtors, their Estates, and present and future Asbestos Claimants. They have also acknowledged in the Term Sheet that (1) the defendants in the pending GST Recovery Actions have been represented by their respective independent counsel in connection with the proposed resolution of the pending GST Recovery Actions, and (2) the Plan funding negotiated by EnPro and the Plan Proponents has not been, and shall not be, reduced in respect of those proposed resolutions.

The Reorganized Debtors retain their respective rights to continue, commence, and pursue any and all “Retained Causes of Action” but, as required by the Comprehensive Settlement, the Plan excludes GST Recovery Actions from the definition of Retained Causes of Action. To the extent the Debtors have not commenced litigation with respect to any Retained Cause of Action prior to the Effective Date, one or more of the Reorganized Debtors may pursue them after the Effective Date. The Debtors have listed material, known Retained Causes of


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Action on Exhibit F to the Plan. Retained Causes of Action will not be limited in any way by failure to list any Retained Cause of Action on Exhibit F.

In addition, it is possible that there are numerous unknown causes of action. The failure to list any such unknown causes of action above is not intended to limit the rights of the Reorganized Debtors to pursue any of these actions to the extent the facts underlying such unknown causes of action become known to the Debtors or the Reorganized Debtors.

2.3.5.3 Maintenance of Causes of Action and Preservation of All Causes of Action Not Expressly Settled or Released

Except as settled or released under the Plan, or otherwise provided in the Plan, the Reorganized Debtors are retaining all of the Debtors’ respective rights to commence and pursue, as appropriate, in any court or other tribunal including, without limitation, in an adversary proceeding filed in one or more of the Chapter 11 Cases, any and all causes of action, whether such causes of action accrued before or after the Petition Date.

Except as otherwise provided in the Plan, in accordance with Section 1123(b)(3) of the Bankruptcy Code, any Claims, rights, and causes of action, including the Retained Causes of Action, that GST, Garrison, and Coltec may hold against any Entity will vest in Reorganized GST, Reorganized Garrison, and Reorganized Coltec, respectively, and Reorganized GST, Reorganized Garrison, and Reorganized Coltec respectively, will retain and may exclusively enforce any and all such Claims, rights, or causes of action, including Retained Causes of Action, and commence, pursue, and settle the causes of action in accordance with the Plan. Reorganized GST, Reorganized Garrison, and Reorganized Coltec will have the exclusive right, authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all such Claims, rights, and causes of action, including Retained Causes of Action, without the consent or approval of any third party and without any further order of the Court.

Unless a Claim or Retained Cause of Action against a Claimant or other Entity is expressly waived, relinquished, released, compromised, or settled in the Plan or any Final Order, the Debtors expressly reserve such Claim or Retained Cause of Action (including any Unknown Causes of Action) for later adjudication by the Reorganized Debtors. Therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable, or other), or laches will apply to such Claims or Retained Causes of Action upon or after the Confirmation Date or Effective Date of the Plan based on this Disclosure Statement, the Plan, or the Confirmation Order, except where such Claims or Retained Causes of Action have been expressly released in the Plan or other Final Order. In addition, the Debtors, the Reorganized Debtors, and their successors expressly reserve the right to pursue or adopt any Claim alleged in any lawsuit in which the Debtors are defendants or an interested party, against any Entity, including the plaintiffs or co-defendants in such lawsuits.

Except with respect to (i) Claims expressly waived, relinquished, released, compromised, or settled under the Plan, (ii) any Avoidance Actions subject to the Abandonment Order, and (iii) GST Recovery Actions, any Entity that has incurred an obligation to the Debtors (whether on account of services, purchases or sales of goods, or otherwise), or who has received services


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from the Debtors or a transfer of money or property of the Debtors, or who has transacted business with the Debtors, or leased equipment or property from the Debtors, should assume that such obligation, transfer, or transaction may be reviewed by the Debtors or Reorganized Debtors, and may, if appropriate, be the subject of an action after the Effective Date, whether or not (1) such Entity has filed a proof of Claim against the Debtors in the Chapter 11 Cases, (2) such Claimant’s proof of Claim has been objected to, (3) such Claimant’s Claim was included in the Debtors’ Schedules, or (4) such Claimant’s scheduled Claim has been objected to by the Debtors or has been identified by the Debtors as a Disputed Claim, a Contingent Claim, or an Unliquidated Claim.

2.4 LIABILITIES OF GST, GARRISON, AND ANCHOR

2.4.1 Non-Asbestos Related Liabilities of GST, Garrison, and Anchor

2.4.1.1 Administrative Claims

Coltec asserts a Claim in the approximate amount of $106.3 million for repayment of taxes paid on account of GST’s income after the Petition Date. In addition, Bank of America holds a post-petition Administrative Claim for contingent obligations arising from the Existing Debtors’ use of Bank of America banking products and certain letters of credit issued on the Existing Debtors’ behalf, pursuant to the DIP Release/Cash Collateral Order (Docket No. 1557) (defined below). This Administrative Claim is secured by approximately $3,037,112.00 in Cash held in a BofA account, as of March 31, 2016.

Other Entities also hold various Claims entitled to administrative priority pursuant to Section 503 of the Bankruptcy Code, which the Debtors will continue to pay in the ordinary course of business, including trade debt arising from GST and Garrison’s continued operations after the Petition Date, as well as Fee Claims. The Existing Debtors believe they have paid, pursuant to orders of the Bankruptcy Court, all Claims entitled to administrative expense priority pursuant to Section 503(b)(9) of the Bankruptcy Code.

Debtors do not currently believe there will be any Allowed Priority Tax Claims.

2.4.1.2 Secured Claims

Several creditors have asserted relatively small Secured Claims against the Debtors. The most significant is an asserted Secured Claim by Niagara Bank related to financing for a chiller located in GST’s Palmyra, New York facility. The Existing Debtors have assumed the contract related to this chiller and therefore believe the Claim has been cured and has been or will be paid in full in the ordinary course of business.

2.4.1.3 Priority Claims

Several creditors have asserted relatively small Priority Claims against the Existing Debtors. Filed Priority Claims total approximately $70,000. The Existing Debtors anticipate they will file objections to many of these Claims on various grounds, including that some are duplicates, some have been paid pursuant to prior orders of the Bankruptcy Court, some are not entitled to priority, and others for other reasons.


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2.4.1.4 GST General Unsecured Claims

Creditors have filed in the aggregate approximately $3.7 million in GST General Unsecured Claims (excluding claims the Existing Debtors believe to be duplicates). Debtors anticipate they will object to a number of these Claims for various reasons.

2.4.2 Estimated Liability of GST, Garrison, and Anchor for Asbestos-Related Claims

The validity and value of GST Asbestos Claims have been the most contentious and litigated issues in the Chapter 11 Cases. The Committee and the FCR contended that GST’s aggregate liability for present and future GST Asbestos Claims based on mesothelioma alone exceeded $1 billion. GST contended that its liability for such mesothelioma claims was no more than $125 million and that any liability it had for non-mesothelioma claims was de minimis.

After a lengthy contested estimation hearing, on January 10, 2014, the Bankruptcy Court entered the Estimation Opinion adopting GST’s position and determining that a reasonable and reliable estimate of the amount sufficient to satisfy GST’s obligation for all current and future mesothelioma claims is $125 million. The mesothelioma trial and Estimation Opinion is described in greater detail in Section 3.1.7, infra. The Committee took the position that the Estimation Opinion was incorrect, interlocutory, and subject to appeal.

No estimate of claims against GST for diseases other than mesothelioma (including lung cancer, other cancers, asbestosis, or other non-malignant conditions) was litigated or has been made by the Bankruptcy Court. The Existing Debtors, Coltec, the Committee, and the FCR have all recognized and agreed that mesothelioma claims account for the bulk of GST’s overall liability for GST Asbestos Claims.

Finally, at the Committee’s request, with the concurrence of the Debtors, the FCR, and Coltec, the Bankruptcy Court excluded from the scope of the contested estimation proceeding, and thus declined to estimate, the aggregate value of present and future asbestos claims against Anchor and derivative claims, if any, against GST based on Anchor’s liabilities. See Order Granting Motion of the Official Committee of Asbestos Personal Injury Claimants for Order Clarifying Scope of Estimation to Exclude Claims Against Anchor and Derivative Claims Against Garlock Based on Anchor’s Liabilities, Oct. 30, 2012 (Docket No. 2587). GST has never paid a derivative claim based on Anchor’s liabilities.8

8 All derivative claims against GST, Garrison, and Coltec based on third parties’ alleged asbestos liabilities, including such claims based on Anchor’s liabilities, are included in the Comprehensive Settlement. Under the Plan, those derivative claims will be subject to the Asbestos Channeling Injunction, and GST, Garrison, and Coltec will be discharged of those claims to the fullest extent provided by law. But cf. Plan § 8.6 (providing that “notwithstanding any provision to the contrary, nothing contained in this Plan, any Plan Document, the 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 discharge, enjoin, release, or channel to the Asbestos Trust any liability or obligation of a non-Debtor Entity not derived from that of a Debtor, including, without limitation, any independent liability of a non-Debtor Entity that is not an Affiliate of, successor of, successor-in-interest to, merger partner of, or transferor of assets to a Debtor as of the Petition Date.”). No EnPro Affiliate other than GST, Garrison, Coltec, and Anchor is known to have any alleged non-derivative liability for asbestos claims.


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2.4.3 GST’s Asbestos Litigation History

For decades prior to the Petition Date, GST received thousands of claims each year from individuals who alleged they suffered from asbestos-related disease caused in part by GST’s products. Since 1975, plaintiffs have named GST in approximately 900,000 asbestos cases. GST has disputed its liability for all of these asbestos claims and has never admitted liability for any claim.

Throughout its history, GST has resolved the vast majority of asbestos claims filed against it by dismissal or settlement rather than by verdict. Out of the 900,000 cases, only approximately 250 cases have resulted in verdicts, the majority of those in GST’s favor.

GST also acquired four companies that sold sealing products substantially equivalent to products made and sold by GST, all of which were eventually merged into GST (Belmont Rubber & Packing Co. (“Belmont”), Crandall Packing Company, Dealers’ Steam Packing Company, and U.S. Gasket Company). Garrison received approximately 8,500 complaints naming Belmont, despite its merger into GST in 1968. Nearly all of these complaints were filed before 2004, and all but 62 also named GST. None of the Belmont claims were resolved by payment, but were resolved only by dismissal or in connection with payments on claims against GST itself.

2.4.3.1 GST’s Asbestos-Containing Products

GST’s asbestos litigation has principally involved two asbestos-containing sealing products: compressed asbestos sheet gaskets and asbestos packing.

A gasket is a thin piece of material (usually 1/32” to 1/8” thick) used to create a seal between metal surfaces that would otherwise leak, such as a flange where two metal pipes connect, or where a pipeline attaches to equipment like pumps and valves. Compressed asbestos gaskets were manufactured in sheets and reached the consumer in one of two forms: (1) sheet gasket material that often came in rolls out of which the purchaser cut gaskets to size and (2) pre-cut gaskets that the purchaser ordered to requested sizes and shapes either directly from GST or from a gasket supply company that engaged in custom gasket cutting. GST’s asbestos gaskets were a mixture of asbestos fibers, curing agents, reinforcing fillers, and elastomers (natural rubber plastic having the elastic qualities of rubber). Although GST offered many styles of non-asbestos gaskets and packing, customers historically needed asbestos gaskets and packing for certain high-temperature or corrosive environments.

Packing is braided yarn that is wrapped around the shafts of valves and other equipment to prevent leaks. GST asbestos packing was made with asbestos yarn impregnated and coated with lubricants, such as Teflon or graphite.

2.4.4 Pending GST Asbestos Claims

As of the Petition Date, there were approximately 95,000 asbestos claims pending against GST in state and federal courts across the country. Approximately 82,000 of these claims alleged non-malignant conditions or did not indicate an alleged disease or condition. Approximately 13,000 claims alleged mesothelioma, lung cancer, or other cancer.


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On April 10, 2015, the Bankruptcy Court entered a bar date order, establishing October 6, 2015 as the deadline for filing proofs of claim for GST Asbestos Claims based on an asbestos-related disease diagnosed on or before August 1, 2014 for which lawsuits against any defendant or claims against any trust were filed on or before August 1, 2014.9 Proofs of claim for GST Asbestos Claims arising after August 1, 2014 were permitted but not required to be filed.

Proofs of claim for approximately 170,260 current GST Asbestos Claims were filed. 129,525 of these were cast as ballots on the Second Amended Plan (in which claimants specified their asbestos-related diseases) and 40,735 were filed on Official Form 10 (in which claimants were not required to provide disease information, but sometimes chose to provide it).

Of the ballot claims, 8,749 alleged mesothelioma; 15,869 alleged lung cancer; 855 alleged laryngeal cancer; 103,989 alleged asbestosis; and 63 did not specify an alleged disease.

Disease Class 4 ballot

B-10 POC Total

Mesothelioma 8,749 1,236 9,985 Lung cancer 15,869 3,235 19,104 Other cancer 855 1,886 2,741 Non-malignant 103,989 28,865 132,854 Unknown 63 5,513 5,576 Total 129,525 40,735 170,260

In addition, certain pending GST Asbestos Claims against GST are the subject of

settlements or judgments. Prior to the Petition Date, GST entered into settlement agreements with certain GST Asbestos Claimants that were not paid prior to the Petition Date. Many assertedly settled GST Asbestos Claims were identified on Debtors’ schedules of creditors that were filed in these cases. Additionally, as further detailed in Section 4.2 below, the Court entered an order requiring that settled GST Asbestos Claimants (unless scheduled and not disputed) file proofs of claim in these cases. Excluding duplicates and other administrative filing errors, and considering both scheduled settled GST Asbestos Claims and those asserted through filed proofs of claim, approximately 2,357 settled GST Asbestos Claims were asserted against GST asserting liability totaling $17,094,274.

The Debtors’ review of asserted Settled GST Asbestos Claims to date has identified approximately 209 Settled GST Asbestos Claims claiming $4,830,900 in payments that are not disputed by Debtors. During the course of these cases, approximately 632 Settled GST Asbestos Claimants claiming $598,921 in payments withdrew their claims or their counsel indicated that the claims would be withdrawn or were not valid. Presently, approximately 1,516 claims asserting settlements totaling $11,664,464 are the subject of Debtors’ objections and are disputed.

Finally, three judgments that were entered against GST prior to the Petition Date remain unsatisfied. 9 See Order Approving Disclosure Statement and Establishing Asbestos Claims Bar Date and Procedures For Solicitation, dated April 10, 2015 (Docket No. 5134).


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The first, Garlock Sealing Technologies LLC v. Clephas is a judgment from the Jefferson

Circuit Court in the Commonwealth of Kentucky, dated November 27, 2007, in the amount of $150,125.00. GST noticed an appeal of the judgment, and the case was stayed when GST filed its Petition. The appeal remains unresolved, pending before the Kentucky Court of Appeals. GST posted a bond in the amount of $204,180 to stay execution of the judgment while the case was on appeal. Should the judgment be upheld, GST’s liability on the judgment, including post-judgment interest and excluding costs, will total (as of June 1, 2016) approximately $394,556.13.

The second judgment, Garlock Sealing Technologies LLC v. Torres, is a judgment from

the District Court of Cameron County, Texas in the amount of $1,300,000. GST noticed an appeal of the judgment, and the case was stayed when GST filed its Petition. GST’s motion to lift the stay to prosecute its appeal was denied by the Bankruptcy Court. The appeal remains unresolved, pending before the Texas Court of Appeals, 13th District. GST did not post a bond in the matter. Should the judgment be upheld, GST’s liability on the judgment, including post-judgment interest and excluding costs, as of June 1, 2016, was approximately $1,826,477.21.

The third judgment, Garlock Sealing Technologies LLC v. Dexter, is a judgment from the

Marshall Circuit Court in the Commonwealth of Kentucky dated February 22, 2006 in the amount of $874,507.33. GST appealed the judgment, but the judgment was affirmed. Coltec purchased the judgment from the plaintiff and now has a claim against GST for the amount of the bond ($1.1 million) that is accruing interest at 11% per annum.

Of the claimants holding these judgment claims, only the Torres claimants appear to have filed proofs of claim under the October 6, 2015 bar date. As described above, to be paid by the Asbestos Trust, Pre-Petition Judgment GST Asbestos Claims must have filed a proof of claim on or before the Asbestos Claims Bar Date (or else obtain relief from the Bankruptcy Court). Moreover, the Asbestos Trust will have the right to appeal those judgments, which will only be paid as judgments if the Asbestos Trust decides not to appeal or the appeal is unsuccessful. The holders of these Claims may, however, pursue the Claims as non-judgment Claims subject to all applicable conditions prescribed by the CRP, including the requirement that they previously filed a proof of claim on or before the Asbestos Claims Bar Date (or else obtain relief from the Bankruptcy Court). Judgment claims will also be subject to a payment percentage, calculated as described in Section 3.5 of the CRP.

2.5 ASSETS AND LIABILITIES OF COLTEC

2.5.1 Assets and Liabilities of Coltec

As discussed in Section 2.2.3.2 Results of Coltec’s Combined Business Operations, supra, Coltec either directly (through its divisions) or indirectly (through its direct and indirect foreign and domestic subsidiaries) owns all of the business operations of EnPro other than certain assets and liabilities held directly by the parent entity.

The following table presents condensed consolidating balance sheets (unaudited) as of March 31, 2016 (the “Consolidating Balance Sheet”) for: (i) the Parent, (ii) Coltec and its direct and indirect subsidiaries (excluding the Existing Debtors and their subsidiaries) on a combined


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basis and (iii) the eliminations necessary to arrive at the consolidated results of EnPro on a consolidated basis.

The Consolidating Balance Sheet is not intended to reflect a fair market value of Coltec and its subsidiaries or present the financial condition thereof for any purpose other than to set forth certain information regarding the combined material assets and liabilities of Coltec and its direct and indirect foreign and domestic subsidiaries (other than the Existing Debtors and their subsidiaries) for purposes of this Disclosure Statement.

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) As of March 31, 2016

(in millions)

EnPro Industries, Inc.


Remaining Subsidiaries of Coltec* Eliminations Consolidated

ASSETS

Current assets

Cash and cash equivalents $ — $ — $ 110.8 $ — $ 110.8

Accounts receivable, net — 150.6 64.7 — 215.3

Intercompany receivables — 9.8 8.3 (18.1) —

Inventories — 125.6 54.9 — 180.5

Prepaid expenses and other current assets 5.8 11.9 11.4 (4.7) 24.4

Total current assets 5.8 297.9 250.1 (22.8) 531.0

Property, plant and equipment, net 0.2 136.2 76.3 — 212.7

Goodwill — 167.6 28.8 — 196.4

Other intangible assets — 158.4 27.0 — 185.4

Investment in GST — 236.9 — — 236.9

Intercompany receivables 35.6 10.0 1.4 (47.0) —

Investment in subsidiaries 673.9 248.0 — (921.9) —

Other assets 15.9 156.8 18.9 — 191.6

Total assets $ 731.4 $ 1,411.8 $ 402.5 $ (991.7) $ 1,554.0

LIABILITIES AND EQUITY

Current liabilities

Short-term borrowings from GST $ — $ — $ 27.5 $ — $ 27.5

Notes payable to GST — 295.9 — — 295.9

Current maturities of long-term debt — 0.1 — — 0.1

Accounts payable 1.3 52.1 34.6 — 88.0

Intercompany payables — 8.3 9.8 (18.1) —

Accrued expenses 18.3 46.1 51.1 (4.7) 110.8

Total current liabilities 19.6 402.5 123.0 (22.8) 522.3

Long-term debt 293.5 120.6 — — 414.1

Intercompany payables — 36.8 10.2 (47.0) —

Other liabilities 11.9 178.0 21.3 — 211.2


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Total liabilities 325.0 737.9 154.5 (69.8) 1,147.6

Shareholders’ equity 406.4 673.9 248.0 (921.9) 406.4

Total liabilities and equity $ 731.4 $ 1,411.8 $ 402.5 $ (991.7) $ 1,554.0

*Excludes the Existing Debtors and their subsidiaries

2.5.1.1 Long-Term Debt

Senior Notes. In September 2014, EnPro completed an offering of $300 million aggregate principal amount of 5.875% Senior Notes due 2022 (the “Senior Notes”). The Senior Notes were issued net of an original issue discount of $2.4 million. The Senior Notes are unsecured, unsubordinated obligations of EnPro that mature on September 15, 2022.

While the Senior Notes are a direct obligation of EnPro (and reflected as “Long-Term Debt” of EnPro in the Consolidating Balance Sheet), the Senior Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by Coltec and certain of its subsidiaries (which do not include the Existing Debtors or their subsidiaries).

Revolving Credit Facility. EnPro and Coltec have a $300 million senior secured revolving credit facility (the “Revolving Credit Facility”), as reflected in the “Long-Term Debt” of Coltec and certain of its subsidiaries in the Consolidating Balance Sheet. Borrowings under the Revolving Credit Facility bear interest at an annual rate of LIBOR plus 2% or base rate plus 1%, although the interest rates under the Revolving Credit Facility are subject to incremental increases or decreases based on a consolidated total leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility.

EnPro and Coltec are the permitted borrowers under the Revolving Credit Facility. Each of the domestic, consolidated subsidiaries of EnPro (other than the Existing Debtors and their respective subsidiaries, for so long as they remain unconsolidated for financial reporting purposes) are required to guarantee the obligations of EnPro and Coltec under the Revolving Credit Facility, and each of the existing domestic, consolidated subsidiaries (which does not include the domestic entities of the Existing Debtors) has provided such a guarantee.

Borrowings under the Revolving Credit Facility are secured by a first-priority lien on certain of the assets of Coltec and its subsidiaries.

2.5.1.2 Affiliate Notes

As described in detail in Section 2.3.3.1, supra, in 2005 Coltec issued the Coltec Note to GST and Stemco TX issued the Stemco Note to GST. The Coltec Note and the Stemco Note are reflected, on a combined basis, as “Notes Payable to GST” in the Consolidating Balance Sheet.

2.5.1.3 Investment in Subsidiaries

The Consolidating Balance Sheet reflects investments in subsidiaries of the respective combined group using the equity method of accounting. Coltec’s investment in the membership interests of GST is reflected as “Investment in GST” on such basis.


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2.5.1.4 Coltec Insurance

Coltec purchased a number of primary and excess general liability insurance policies that were in effect from December 31, 1950 and thereafter. The policies provide coverage for “occurrences” happening during the policy periods and cover losses associated with product liability claims against Coltec and certain of its subsidiaries. As previously described, the Available Shared Insurance is the remaining coverage in the portion of the block of these insurance policies that included GST as an insured. That block ran from January 1, 1976, the year after Coltec purchased GST, to July 1, 1984, when Coltec’s insurance policies began excluding asbestos-related losses from coverage (the “Garlock Coverage Block”). See Section 2.3.3 Insurance, supra. For insurance policies purchased by Coltec prior to January 1, 1976 (“Pre-Garlock Coverage Block”), GST was not an insured because it was not a Coltec subsidiary then. The aggregate face amount of primary and excess coverage in the Pre-Garlock Coverage Block is $308,366,000.

The table below shows policy periods and total products hazard aggregate limits of each primary policy in the Pre-Garlock Coverage Block.

Primary Policies 1951-1974

Carrier Policy Number Begin Date End Date Total Limits American Motorists Ins. Co. (insolvent) OYM 199451 12/31/1950 12/31/1951 $100,000 American Motorists Ins. Co. 1YM 202149 12/31/1951 12/31/1952 $100,000 American Motorists Ins. Co. 2YM 205156 12/31/1952 12/31/1953 $1,000,000 American Motorists Ins. Co. 3YM 208198 12/31/1953 12/31/1954 $1,000,000 American Motorists Ins. Co. 4YM 208198 12/31/1954 12/31/1955 $1,000,000 American Motorists Ins. Co. 5YM 208198 12/31/1955 12/31/1956 $1,000,000 American Motorists Ins. Co. 6YM 208198 12/31/1956 12/31/1957 $1,000,000 American Motorists Ins. Co. 7YM 208198 12/31/1957 12/31/1958 $1,000,000 American Motorists Ins. Co. 8YM 208198 12/31/1958 12/31/1959 $1,000,000 Zurich Insurance Co. 8055900 7/1/1959 7/1/1960 $1,000,000 Zurich Insurance Co. 8263000 7/1/1960 7/1/1961 $1,000,000 Zurich Insurance Co. 8306800 7/1/1961 7/1/1962 $2,000,000 Zurich Insurance Co. 8261650 7/1/1962 7/1/1963 $2,000,000 Zurich Insurance Co. 8359650 7/1/1963 7/1/1964 $2,000,000 Zurich Insurance Co. 8448350 7/1/1964 7/1/1965 $2,000,000 Insurance Company of North America LAB 16365 7/1/1965 7/1/1966 $2,000,000 Insurance Company of North America LAB 16384 7/1/1966 7/1/1967 $10,000,000 Insurance Company of North America LAB 21616 7/1/1967 7/1/1968 $10,000,000 Insurance Company of North America LAB 21641 7/1/1968 7/1/1971 $30,000,000 Insurance Company of North America ALB 47227 7/1/1971 7/1/1973 $20,000,000 Insurance Company of North America ALB 47272 7/1/1973 7/1/1974 $10,000,000 Aetna Casualty & Surety Co. 01 AL 246450 SCA 7/1/1974 7/1/1975 $1,000,000 Total Excess Limits $100,200,000


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The following table shows policy periods and total products hazard aggregate limits of each excess insurance policy in the Pre-Garlock Coverage Block.

Excess Policies 1965-1974

Carrier Policy Number Begin Date End Date Total Limits Attachment

Point Appalachian Insurance Co. XL 11063 7/19/1966 7/1/1969 $30,000,000 $10,000,000 Citizens Casualty Co. XP 8024 8/4/1966 7/1/1967 $5,000,000 $20,000,000 London Companies And Lloyds 526-577454 7/1/1967 7/1/1968 $5,000,000 $20,000,000 London Companies And Lloyds 605/12138 7/1/1968 7/1/1969 $5,000,000 $20,000,000 Home Insurance Company (insolvent) HEC 9 30 48 10 12/9/1968 7/1/1971 $25,000,000 London Companies And Lloyds 410/12422 7/1/1969 8/1/1972 $30,000,000 $10,000,000 North Star Reinsurance Corp. NSX 7955 7/1/1969 7/1/1972 $15,000,000 $20,000,000 *Insurance Co. Of North America XPL 9166 7/1/1969 7/1/1970 $10,000,000 $35,000,000 Home Insurance Company (insolvent) HEC 9 91 99 79 7/1/1971 7/1/1974 $25,000,000 Aetna Casualty & Surety Co. 01 XN 265 WCA 7/1/1972 7/1/1975 $44,166,000 $10,000,000 Aetna Casualty & Surety Co. 01 XS 1860 SCA 7/1/1974 7/1/1975 $9,000.000 1,000,000

Aetna Casualty & Surety Co. 01 XN 590 SCA 7/1/1974 7/1/1975 $5,000,000

(quota share) $10,000,000 North River XS 3704 2/4/1975 7/1/1975 $50,000,000 $51,000,000 Total Excess Limits $208,166,000

Because Coltec has not made an indemnity payment for a Coltec Asbestos Claim, it has not made an indemnity claim against a policy in the Pre-Garlock Coverage Block. Coltec did obtain reimbursement from certain primary carriers within that block for approximately $7 million in defense costs Coltec incurred defending Coltec Asbestos Claims. The payment of those defense costs did not erode any policy limits.

Many of the Pre-Garlock Coverage Block insurance carriers also issued policies in the Garlock Coverage Block. Prior to these Chapter 11 Cases, proceeds from such carriers’ Garlock Coverage Block policies were used to pay a significant portion of the indemnity and defense payments made to resolve GST Asbestos Claims. To obtain continued funding of losses related to GST Asbestos Claims, GST and Coltec periodically entered into settlement agreements with insurance carriers between 1981 and 2004. A 1993 settlement between Coltec, Garlock, and INA resolved claims by Garlock under its own excess liability policies with INA, which were in effect from 1962-65. In exchange for payment of those limits (and some defense costs), Coltec released INA from asbestos claims under all “INA policies,” which were broadly defined to include policies INA had issued to Coltec in the Pre-Garlock Coverage Block. In addition, GST and Coltec settled with the London Market Insurers to resolve coverage under policies such carriers issued or subscribed in the Garlock Coverage Block, which also had the effect of releasing coverage in the Pre-Garlock Coverage Block. The settlement agreements with INA and the London Market Insurers include indemnity provisions that purport to require Coltec to defend and indemnify the settling carriers for specified post-settlement claims that might be asserted by third parties against such carriers relating to settled insurance policies. INA issued $82 million of approximately $100.2 million of total primary insurance in the Pre-Garlock Coverage Block but any rights to indemnity INA may have against Coltec are limited to $9.75 million. The London Market Insurers issued $40 million of approximately $208 million of the total excess coverage.


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The Debtors contend that any indemnity right against Coltec claimed by a settling carrier is a Coltec Asbestos Claim.

By virtue of the following corporate history, SPX Corporation (“SPX”) succeeded to the asbestos liabilities and insurance rights related to the Fairbanks Morse Pump business.

• Prior to 1985, Fairbank Morse Pump was a division of Colt Industries Operating Corp. (“CIOC”), which was a wholly-owned subsidiary of Colt Industries, Inc., which later changed its name to Coltec Industries Inc.

• In 1985, CIOC sold the assets of the Fairbanks Morse Pump Division to FMPD Purchasing Corporation, which was subsequently renamed Fairbanks Morse Pump Corporation. Under the asset purchase agreement, Fairbanks Morse Pump Corporation assumed Fairbank Morse Pump’s product liabilities (including those resulting from the pre-closing sale of asbestos-containing pump products) and acquired the right to secure defense and indemnity coverage under Coltec's pre-closing insurance policies with respect to the acquired liabilities. After the asset sale, CIOC merged with and into Coltec, with Coltec surviving the merger.

• In 1995, Fairbanks Morse Pump Corporation merged with and into a subsidiary of General Signal Corporation (“General Signal”), thereby becoming a wholly-owned subsidiary of General Signal. The surviving subsidiary of General Signal continued to operate under the name Fairbanks Morse Pump and retained products liabilities arising from the sale of pre-closing products and the right to claim insurance coverage for such liabilities under general liability policies issued to Coltec.

• In 1997, Fairbanks Morse Pump Corporation, General Signal, and certain other affiliates sold substantially all the assets and liabilities of the Fairbanks Morse Pump business to Pentair Inc. (“Pentair”). General Signal retained Fairbanks Morse Pump’s asbestos liabilities and insurance rights for products sold prior to 1997.

• In 1998, SPX acquired General Signal and in 2003 General Signal merged with SPX.

Because neither Fairbanks Morse Pump Corporation, General Signal, SPX, nor Pentair is party to any settlement agreement resolving rights against policies in the Pre-Garlock Coverage Block, any rights that SPX or Pentair may have against the limits remaining under such policies are not affected by any such agreements.

Prior to these Chapter 11 Cases, SPX received Coltec Asbestos Claims related to Fairbanks Morse Pump, either directly or through Pentair. In light of SPX’s rights to the Shared Available Insurance, Garrison assumed the defense of Fairbanks Morse Pump cases in order to preserve coverage in the Garlock Coverage Block for GST Asbestos Claims. In doing so, Garrison obtained dismissals of Fairbanks Morse Pump claims without payment, often as part of a settlement of GST Asbestos Claims.

To continue protecting the Available Shared Insurance during these Chapter 11 Cases, the Existing Debtors filed an adversary proceeding complaint and a motion for preliminary


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injunction seeking an order barring claimants from pursuing asbestos claims against, among other parties, Coltec, any Non-Debtor Affiliate, or any successor to the Fairbanks Morse Pump division. The Bankruptcy Court issued the requested injunction. See Section 3.1.3 Adversary Proceeding Obtaining Stay of Asbestos-Related Litigation Against Non-Debtor Affiliates, infra.

Under the Comprehensive Settlement, Coltec and the Existing Debtors retain ownership of all of their rights respecting insurance policies, including any rights they may have to seek reimbursement under the policies for the $480 million in aggregate contributions they make to the Trust under the Plan. Coltec and the Existing Debtors have the sole right to sue for and compromise claims against insurance carriers. Coltec and the Existing Debtors are entitled to collect, as reimbursement for their pre-petition asbestos claim payments or contributions to the Trust, 100% of (a) the full aggregate amount of any settlements and judgments related to insurance policies in the Garlock Coverage Block and (b) the first $25 million of any settlements and judgments related to insurance policies in the Pre-Garlock Coverage Block. Amounts Coltec may collect in excess of $25 million related to insurance policies in the Pre-Garlock Coverage Block will be shared equally by Coltec and the Trust. In addition, in connection with any compromise or settlement with an Asbestos Insurance Entity or successor Entity before entry of the Confirmation Order, the Debtors and Reorganized Debtors will, subject to the right of the Committee and FCR to object, add such Asbestos Insurance Entity to Exhibit E and/or successor Entity (including SPX and Pentair) to Exhibit D. The Committee and FCR will have the right to object to addition of an Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D if they reasonably believe in good faith that (a) the terms of such compromise or settlement, (b) the addition of such Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D, or (c) the extension of the Asbestos Channeling Injunction to such Asbestos Insurance Entity or successor Entity would (i) result in the channeling or transfer to, or assumption by, the Asbestos Trust of any Claims, Demands, duties, obligations, or liabilities (A) that are not Asbestos Claims or Asbestos Trust Expenses or (B) that are not otherwise contemplated to be the responsibility of the Asbestos Trust under this Plan; or (ii) result in or impose undue burden or expense on the administration of the Asbestos Trust or the Asbestos Trust Assets. Before making any such addition to Exhibit D or Exhibit E, the Debtors are required to disclose to the FCR and the Asbestos Claimants Committee the terms of the underlying compromise or settlement and sufficient information concerning the relevant Asbestos Insurance Entity or successor Entity to enable the FCR and the Asbestos Claimants Committee to evaluate the proposed addition under the criteria specified in the preceding sentence. The Bankruptcy Court will hear and determine any such objection.

2.5.1.5 Other Assets and Liabilities

For additional information regarding the consolidated assets and liabilities of EnPro, please see the EnPro Quarterly Report on Form 10-Q for the three months ended March 31, 2016 and the EnPro Annual Report on Form 10-K for the year ended December 31, 2015. These documents are available online at http://www.enproindustries.com/sec-filings.

2.5.2 Asbestos Claims Against Coltec Industries Inc

Claimants first began suing Coltec in approximately 1992. Plaintiffs named either Coltec or businesses for whose conduct Coltec or one of its predecessors was alleged to be responsible,


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including “Fairbanks Morse,” “Fairbanks Morse Engine,” “Fairbanks Morse Pump,” “Quincy Compressor,” “Central Moloney,” “France Compressor,” “Delavan,” and “Farnam.” Though Coltec received tens of thousands of such claims, and has spent approximately $7.9 million in defense costs on claims naming Coltec or Coltec-related businesses, Coltec has never made an indemnity payment on an asbestos claim. Any Asbestos Claims against Coltec or any other Asbestos Protected Parties involving allegations about these businesses—or any other businesses or products for which Coltec is alleged to be responsible, including derivative GST Asbestos Claims—are in Class 5, will be channeled to the Asbestos Trust, and will be subject to the Asbestos Channeling Injunction.

Fairbanks Morse. Plaintiffs named “Fairbanks Morse” or “Fairbanks Morse Engine” (“FME”) in complaints, alleging exposure to asbestos from components, principally gaskets, in engines and locomotives. Some of these gaskets were likely manufactured by GST, although not all of them were.

The Fairbanks Morse business was founded in the nineteenth century. From the 1930s, the business manufactured engines at its Beloit, WI plant. For example, during World War II, Fairbanks Morse engines were used in submarines for the U.S. Navy, as well as in destroyers and landing ships. Fairbanks Morse engines were also used in power plants and locomotives.

Coltec’s predecessor acquired control over Fairbanks Morse & Co. in 1958, and Coltec owned it as a subsidiary until 1986, when the successor to Fairbanks Morse merged with Coltec (then known as Colt Industries Inc.). Fairbanks Morse is currently a Coltec division. As part of the Coltec Restructuring, Fairbanks Morse will become a separate legal entity and will not continue as a division of Coltec.

The following table summarizes the total number of asbestos claims naming FME for each disease category (where available); the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 202 122 324Lung Cancer 139 42 181Other Cancer 35 3 38Non-malignant 5,023 1,346 6,369No specified disease 6,932 381 7,313Total 12,331 1,894 14,225

No indemnity was ever paid for an FME asbestos claim. The FME claims were resolved

only by dismissal or in connection with payments on GST asbestos claims. About two-thirds of the FME claims also named GST.

Fairbanks Morse Pump. Plaintiffs named “Fairbanks Morse Pump” (“FMP”) alleging exposure to asbestos from components in pumps, principally gaskets and packing. Some of the gaskets and packing were likely manufactured by GST, although not all of them were. The Fairbanks Morse business described above also had a pump division, which manufactured water-based pump systems in Kansas City, KS. The Fairbanks Morse business was in a Coltec


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subsidiary in 1985 when, as described in more detail above in Section 2.5.1.4, that subsidiary sold the assets of the FMP division to FMPD Purchasing Corporation (renamed Fairbanks Morse Pump Corporation (“FMPC”)). Fairbanks Morse Pump Corporation assumed FMP’s product liabilities (including any resulting from the pre-closing sale of asbestos-containing pump products), and obtained rights against Coltec’s insurance. The Coltec subsidiary merged with Coltec in 1986. FMPC was acquired by General Signal Corporation in 1995, which sold the FMP assets to Pentair Inc. in 1997, while retaining any liability for FMP asbestos claims. SPX acquired General Signal in 1998 and merged with General Signal in 2003, retaining any liabilities for FMP asbestos claims and corresponding rights against Coltec insurance. Garrison continued to receive and defend the FMP asbestos claims.

The following table summarizes the total number of claims naming FMP for each disease category (where available); the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 796 707 1,503Lung Cancer 436 341 777Other Cancer 198 93 291Non-malignant 8,272 3,190 11,462No specified disease 15,043 1,451 16,494Total 24,745 5,782 30,527

No indemnity was ever paid for an FMP asbestos claim. The FMP claims were resolved

only by dismissal or in connection with payments on GST asbestos claims. Over three-fourths of the FMP claims also named GST.

Quincy Compressor. Plaintiffs named “Quincy Compressor” (“Quincy”), alleging exposure to asbestos from components in compressors, principally gaskets. Some of those gaskets were likely manufactured by GST, although not all of them were.

Coltec’s predecessor acquired Quincy Inc in 1966, and the successor of that subsidiary eventually merged into Coltec, with Quincy thereafter operated as a division of Coltec. In December 2009, Coltec sold the assets of the Quincy division to Fulcrum Acquisition LLC, retaining any liability for asbestos claims.

The following table summarizes the total number of asbestos claims naming Quincy for each disease category (where available); the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 40 34 74Lung Cancer 41 46 87Other Cancer 16 6 22Non-malignant 1,970 201 2,171No specified disease 5,355 129 5,484


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Total 7,422 416 7,838

No indemnity was ever paid for a Quincy asbestos claim. The Quincy claims were resolved only by dismissal or in connection with payments on GST asbestos claims. Over 40% of the Quincy claims also named GST.

Central Moloney. According to Garrison’s database, plaintiffs named “Central Moloney” as a defendant in three cases. Garrison believes the suits alleged that transformers Central Moloney manufactured contained asbestos gaskets. At certain points in time, Coltec or its predecessors operated a division named Central Moloney Transformer or owned a subsidiary named Central Transformer Corporation, Central Transformer Inc, or Central Moloney Inc.

No indemnity was ever paid for a Central Moloney asbestos claim. The three claims remain open, according to Garrison’s records. Two of the three claims also name GST.

France Compressor. Plaintiffs have named “France Compressor” as a defendant, alleging exposure to asbestos from components in compressors. Divisions named France Products and France Compressor Products were, at various times, operated by GST, and then after 1995, as a subsidiary of Coltec. In fact, the various entities or businesses known as France Compressor made parts for compressors, not compressors, and never marketed or manufactured any asbestos-containing products.

According to Garrison’s database, plaintiffs named “France Compressor” 47 times in asbestos litigation, all in 1994, 1995, or 2000. Five of the suits alleged lung cancer, forty alleged non-malignant conditions, and two did not specify an alleged disease. According to the database, 25 of the claims remain open. No indemnity was ever paid for a France Compressor asbestos claim, and the claims were resolved only by dismissal or in connection with payments on asbestos claims against GST. All of the suits named GST as well.

Delavan. According to Garrison’s database, plaintiffs named “Delavan” (or sometimes “Delevan” or “Delavan Instruments”) collectively 3,711 times, all between 1999 and 2002. The allegations in these lawsuits appear to have involved equipment that allegedly had asbestos-containing components. At certain points in time, Coltec or its predecessors operated divisions named Delavan Gas Turbine Products, Delavan Spray, Delavan-Carroll, Delavan Steel Treating and Delavan Power Generation and owned subsidiaries named Delavan Inc, Delavan-Carroll Inc., Delavan-Delta, Inc., and Delavan Spray, LLC.

The following table summarizes the number of claims naming Delavan for each disease category (where available); the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 16 10 26Lung Cancer 19 11 30Other Cancer 11 1 12Non-malignant 1,077 584 1,661No specified disease 1,779 152 1,931


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Total 2,902 758 3,660

No indemnity was ever paid for a Delavan asbestos claim, and the claims were resolved only by dismissal or in connection with payments on asbestos claims against GST. All but 70 of the suits named GST as well.

Farnam. According to Garrison’s database, plaintiffs have named “Farnam” as a defendant 209 times, all in 1994, 2003, and 2004. Garrison believes the claims alleged Farnam was a regional distributor of asbestos-containing products, including gaskets, or manufactured asbestos-containing gaskets. At certain points in time, Coltec or its predecessors operated a division named Farnam Sealing Systems or owned a subsidiary named F. D. Farnam Co., F.D. Farnam Inc, or Farnam Sealing Systems Inc.

The following table summarizes the number of claims naming Farnam for each disease category (where available); the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 0 0 0Lung Cancer 8 0 8Other Cancer 5 1 6Non-malignant 169 21 190No specified disease 0 5 5Total 182 27 209

No indemnity was ever paid for a Farnam asbestos claim, and the claims were resolved

only by dismissal or in connection with payments on GST asbestos claims. All but one of the suits named GST as well.

Coltec or EnPro. Finally, plaintiffs from time to time named Coltec or EnPro in complaints directly, usually without any particular product allegations, but presumably on the basis of allegations involving either GST or one or more of the businesses listed above. EnPro itself has never manufactured or sold any asbestos-containing products. The following table summarizes the number of claims naming Coltec or EnPro rather than one of the businesses above for each disease category (where available), the number of those claims that were dismissed; and the number of those claims that are still open:

Alleged disease Dismissed Open Total Mesothelioma 428 314 742Lung Cancer 864 639 1,503Other Cancer 608 74 682Non-malignant 10,822 11,377 22,199No specified disease 44,288 4,729 49,017Total 57,010 17,133 74,143


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No indemnity was ever paid for an asbestos claim against Coltec or EnPro, and the claims were resolved only by dismissal or in connection with payments on GST asbestos claims. More than 85% of the suits named GST as well.

For purposes of the Plan, claimants who allege and can establish contact as required by the CRP with asbestos-containing components of any of the products of Fairbanks Morse Engine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, France Compressor, Delavan, Farnam, or any other Coltec business operation will be able to establish Coltec/GST Product Contact as defined by the CRP. Such claimants will be entitled to present only a single claim for payment, however, and not multiple claims (and will not receive any additional payment on account of any contact with GST asbestos-containing products), just as GST Asbestos Claimants will be entitled to present only a single claim for payment even if they also had contact with Coltec products.

2.5.3 Coltec Restructuring and Assets and Liabilities of Filing Entity OldCo, LLC

The Coltec Restructuring is an essential part of the Comprehensive Settlement that was carefully negotiated and vetted by the Plan Proponents prior to entering into the Comprehensive Settlement. The restructuring is necessary to an expeditious implementation of the Comprehensive Settlement and to avoid disruption and damage to EnPro’s businesses. The Comprehensive Settlement would not have been reached and cannot be consummated without the Coltec Restructuring. If Coltec Industries Inc were to file for Chapter 11 reorganization without first consummating the Coltec Restructuring, it would not provide any additional compensation to pay Asbestos Claims under the Plan, and Coltec would not have agreed to the Comprehensive Settlement absent agreement that the Coltec Restructuring would occur.

As explained in more detail following, the Coltec Restructuring involves (i) a contribution of an operating division of Coltec Industries Inc, Fairbanks Morse, to a new, wholly-owned subsidiary of Coltec Industries Inc and, subsequently, (ii) the merger of Coltec Industries Inc with and into a new wholly-owned indirect subsidiary of EnPro, OldCo, LLC, a North Carolina limited liability company and (iii) a distribution of certain assets and liabilities of the former Coltec Industries Inc (including all of the ownership interests in the former subsidiaries of Coltec Industries Inc as acquired in the merger but excluding the Learning System assets and operations and the Garrison Equity Interests) to a new, wholly-owned direct subsidiary of EnPro, New Coltec, Inc., a North Carolina corporation (“New Coltec”). OldCo (as successor to Coltec Industries Inc) will then file a Chapter 11 petition to implement the Comprehensive Settlement, together with GST and Garrison, through the Plan.

Accordingly, except for Learning System and Garrison, the businesses operated by Coltec Industries Inc and its direct and indirect subsidiaries owned prior to the Coltec Restructuring will not be subject to the bankruptcy case. However, New Coltec will commit to provide sufficient cash to OldCo (as successor to Coltec Industries Inc), to fund OldCo’s post-petition operations and administrative expenses and meet its obligations under the Plan and will enter into a keepwell agreement (the “Keepwell”) in favor of OldCo as more fully described later in this section.


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The Coltec Restructuring will take place in two stages:

The first stage commenced shortly after the execution and announcement of the Comprehensive Settlement and is projected to be completed prior to acceptance of the Plan by the Asbestos Claimants. Coltec Industries Inc has formed a direct, wholly-owned subsidiary, Fairbanks Morse, LLC, a North Carolina limited liability company (“New Fairbanks Morse”). Coltec Industries Inc will contribute all of the assets and liabilities related to the operation of its Fairbanks Morse division to New Fairbanks Morse during the fourth calendar quarter of 2016. New Fairbanks Morse will not be part of OldCo when that company’s Chapter 11 petition is eventually filed.

During this initial stage, in preparation for the second stage, EnPro will also form New Coltec, and certain administrative and general corporate functions will migrate from Coltec Industries Inc to New Coltec. After its formation, New Coltec will itself form OldCo. Upon completion of this first stage, the simplified organizational structure of EnPro will be as follows:

The second stage of the Coltec Restructuring will not occur unless and until the Balloting Agent files the Voting Certification confirming that Asbestos Claimants have accepted the Plan in requisite numbers and amounts. This stage will not be consummated unless at least 75% of the voting Asbestos Claimants holding at least two-thirds of the claim amounts vote to accept the Plan. If that condition is met, Coltec Industries Inc will then merge with and into OldCo, with OldCo being the surviving entity of the merger, as depicted below.


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As a result of this merger, OldCo (as the successor to Coltec Industries Inc) will be a direct, wholly-owned subsidiary of New Coltec, with the ownership of all of the direct subsidiaries of Coltec Industries Inc transferring by merger to OldCo, as set forth in the following simplified organizational structure.

OldCo will then distribute and transfer all of its assets and ownership interests in its direct subsidiaries (including all of the ownership interests in the former subsidiaries of Coltec Industries Inc as acquired in the merger), except for Learning System, the Garrison Equity Interests, and certain insurance rights and assets, to its parent, New Coltec. As part of this distribution, New Coltec will assume all of OldCo’s liabilities except for obligations related to Coltec Asbestos Claims and GST Asbestos Claims. The assumed liabilities will include OldCo’s obligations (as successor to Coltec) under the Coltec Note, the Coltec Guaranty, and related documents, and GST will request the Bankruptcy Court to enter an order releasing OldCo from its obligations under the Coltec Note and Coltec Guaranty and permitting substitution of New Coltec as the obligor under those instruments.

In connection with the distribution, New Coltec will also commit to contribute cash to Coltec in an amount which will be sufficient to fund Coltec’s $30 million cash contribution to the Asbestos Trust on the Effective Date and, as reasonably estimated by EnPro, OldCo’s anticipated cash needs during the administration of its Chapter 11 case. In addition, New Coltec will enter into the Keepwell in favor of OldCo committing to make further contributions to OldCo as necessary to maintain its solvency and to provide for its financial stability. In consideration of the Keepwell, OldCo will agree not to incur indebtedness other than ordinary course business expenses of Learning System and the costs and expenses of administration of its Chapter 11 case.

Learning System will then be merged with and into OldCo, with OldCo being the surviving entity of the merger.

Upon completion of the distribution and the merger of Learning System, the simplified organizational structure of EnPro will be as follows:


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OldCo (as successor to Coltec Industries Inc) will then file a Chapter 11 petition to implement the Comprehensive Settlement, together with GST and Garrison, through the Plan. As a result of the Coltec Restructuring and as of the Coltec Petition Date, the filing entity OldCo will hold or will have access to more than $30 million in cash, will own and operate the Learning System business as an operating division, will own the Garrison Equity Interests and will have certain access to capital from New Coltec under the Keepwell, which will provide for OldCo’s solvency and financial stability during the pendency of the Chapter 11 proceedings following the Coltec Petition Date. OldCo (as successor to Coltec Industries Inc) will be responsible for any liability associated with Coltec Asbestos Claims, but will agree to incur no other liabilities except those incurred in the ordinary course of business of its Learning System division. OldCo (as successor to Coltec Industries Inc) may continue to have secondary liability for certain of its legacy non-asbestos liabilities assumed by New Coltec as part of the distribution described above, but New Coltec will have primary responsibility for all such liabilities and contractual obligations to OldCo with respect to such liabilities.

3. THE CHAPTER 11 FILINGS

3.1 SIGNIFICANT EVENTS DURING THE COURSE OF THE CHAPTER 11 CASES

There have been many pleadings filed with the Bankruptcy Court, and many hearings have been conducted in connection with such pleadings. A general description of significant events related to Asbestos Claims during the Chapter 11 Cases follows. Pleadings referenced below may be obtained from the Bankruptcy Court for review. The docket for each case should be consulted to obtain a complete list of pleadings filed and events scheduled.


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3.1.1 Appointment of Official Creditors Committees and the Future Claimants’ Representative

3.1.1.1 Official Committee of Unsecured Creditors

The Official Committee of Unsecured Creditors (“Unsecured Creditors’ Committee”) was formed by order of the Court entered June 17, 2010 (Docket No. 104).

3.1.1.2 Asbestos Claimants Committee

The Committee was formed by order of the Court entered on June 16, 2010 (Docket No. 101), and the makeup of the Committee was modified by order entered on July 20, 2010 (Docket No. 260). The current members of the Committee are the following (listed with the law firm representing each member):

Committee Member Law Firm Diane Allen Kazan, McClain, Satterley

& Greenwood, PLC William Ames Warren Simmons Hanly Conroy Timothy Koeberle Waters & Kraus, LLP Madonna Guzzo Lipsitz & Ponterio, LLC Robert Wirwicz Thornton & Naumes, LLP Charles and Loretta Willis Simon Greenstone Panatier

Bartlett, PC Gary Terry Cooney & Conway Deborah Papaneri Paul, Reich & Myers, PC Sheri Hoover Motley Rice LLC Ellen Fox Weitz & Luxenberg Denis Burns Belluck & Fox, LLP Joseph D. Boyer The Jaques Admiralty Law

Firm, PC

3.1.1.3 Representative for Future Asbestos Claimants

The Court entered an order appointing Joseph W. Grier, III as the FCR (Docket No. 512) on September 16, 2010.

3.1.2 Employment of Professionals

The Debtors, the Unsecured Creditors’ Committee, the Committee and the FCR have employed the following professionals in the Chapter 11 Cases with the Bankruptcy Court’s approval (except for the Debtors’ Ordinary Course Professionals that were employed by separate orders and disclosures):

EMPLOYED PROFESSIONALS


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Professional Scope of Representation Date

ApprovedRayburn, Cooper & Durham, P.A. Bankruptcy Counsel to the Debtors 07/12/10 (Docket

No. 200) Robinson Bradshaw & Hinson, P.A.

Special Corporate and Litigation Counsel to the Debtors

07/12/10 (Docket No. 201)

Covington & Burling, LLP Special Insurance Counsel to the Debtors

07/12/10 (Docket No. 202)

Del Sole Cavanaugh Special Asbestos Defense Counsel to the Debtors

07/12/10 (Docket No. 203)

Schachter Harris, LLP Special Asbestos Defense Counsel to the Debtors

07/21/10 (Docket No 264)

Bates White, LLC Asbestos Claim Valuation Consultant to the Debtors

07/21/10 (Docket No. 265)

Grant Thornton, LLP Audit Accountants for the Debtors 10/01/10 (Docket No. 577) and 9/30/11 (Docket No. 1537)

Forman, Perry, Watkins, Krutz & Tardy, LLP

Special Asbestos Defense Counsel to the Debtors

12/23/11 (Docket No. 971)

Katten Muchin Rosenman, LLP Counsel to the Unsecured Creditors’ Committee

09/16/10 (Docket No. 514)

FSB FisherBroyles Substituted Counsel to the Unsecured Creditors’ Committee

05/12/11 (Docket No. 1332)

Caplin & Drysdale, Chartered Counsel to the Committee 08/16/10 (Docket No. 392)

Hamilton Moon Stevens Steele & Martin, PLLC

Former Co-Counsel to the Committee

08/06/10 (Docket No. 314)

Moon Wright & Houston, PLLC Substituted Co-Counsel to the Committee

04/21/11 (Docket No. 1287)

Charter Oak Financial Consultants, LLC

Financial Advisors to the Committee 08/25/10 (Docket No. 423)

Legal Analysis Systems, Inc. Asbestos Claim Valuation Consultant to the Committee

08/25/10 (Docket No. 424)

Orrick, Herrington & Sutcliffe, LLP

Counsel to the FCR 10/06/10 (Docket No. 580)

Grier, Furr & Crisp, P.A. Co-Counsel to the FCR 09/30/10 (Docket No. 569)

Hamilton Rabinovitz & Associates, Inc.

Asbestos Claim Valuation Consultant to the FCR

12/09/10 (Docket No. 850)

Lincoln Partners Advisors, LLC Financial Advisor to the FCR 12/17/10 (Docket No. 896)

FTI Consulting, Inc. Financial Advisors to the Debtors 12/02/11 (Docket No. 1679)

Motley Rice LLC Special Litigation Counsel to the Committee

07/03/12 (Docket No. 2343)


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Professional Scope of Representation Date

ApprovedWaters & Kraus LLP Special Litigation Counsel to the

Committee 07/03/12 (Docket No. 2343)

A. M. Saccullo Legal, LLC Delaware Counsel to the Committee 08/22/12 (Docket No. 2467)

Grossman & Moore PLLC Kentucky Counsel to the Committee 12/04/12 (Docket No. 2660)

3.1.3 Adversary Proceeding Obtaining Stay of Asbestos-Related Litigation

Against Non-Debtor Affiliates

On June 7, 2010, the Existing Debtors filed an adversary proceeding complaint, Garlock Sealing Technologies LLC, et al. v. Those Parties Listed on Exhibit B to Complaint and Unknown Asbestos Claimants (Adversary Proceeding No. 10-03145, United States Bankruptcy Court for the Western District of North Carolina), and a motion for preliminary injunction seeking an order barring asbestos claimants from pursuing claims against Coltec or any Non-Debtor Affiliate. On June 7, 2010, the Bankruptcy Court issued a temporary restraining order (Docket No. 9) and on June 21, 2010, a preliminary injunction (Docket No. 14) granting the requested relief.

On April 30, 2012, the Committee and the FCR filed their Joint Motion to Modify Preliminary Injunction in Order to Permit Certain Claims to Proceed in conjunction with their Joint Motion of the Official Committee of Asbestos Personal Injury Claimants and the Future Claims Representative for Leave to Control and Prosecute Certain Claims as Estate Representatives. This motion sought leave to pursue claims against Coltec and certain Non-Debtor Affiliates as more specifically described in Section 2.3.5.1 above. The Court denied the Committee and FCR’s motion for leave without prejudice in the Order Denying Leave (Adv. Proc. No. 10-03145, Docket No. 51).

3.1.4 Extensions of Exclusivity Period

The Court entered three orders extending the Existing Debtors’ exclusive periods to file and solicit acceptances of a Chapter 11 plan. By order of the Court entered on May 20, 2011 (Docket No. 1349), the Court granted the Existing Debtors’ final extension of (i) the exclusive period to file a reorganization plan (or plans) through November 28, 2011 and (ii) the exclusive period to solicit acceptances of a plan through and including January 26, 2012. The Existing Debtors filed a Plan of Reorganization (Docket No. 1664) on November 28, 2011 (the “Initial Plan”), prior to the termination of their exclusive period to file a reorganization plan, but did not solicit acceptances of the Initial Plan. Therefore, as of January 26, 2012, the Existing Debtors’ exclusive periods to file and solicit acceptances to a Chapter 11 plan have expired, and any party in interest may file an alternative Chapter 11 plan and seek permission of the Bankruptcy Court to solicit acceptances for such a plan. As of the filing of this Disclosure Statement, no other party in interest has filed a plan. The Existing Debtors filed their First Amended Plan of


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Reorganization on May 29, 2014 and their Second Amended Plan of Reorganization on January 14, 2015.

3.1.5 December 9, 2010 Discovery Order

On December 9, 2010, the Bankruptcy Court entered an order (Docket No. 853) (the “December 9 Order”) establishing a six-month period for “conducting preliminary discovery related to estimation, for purposes of formulating a plan of reorganization, of the Debtors’ liability for pending and future asbestos-related claims for personal injury and wrongful death.” The December 9 Order also permitted the Committee and FCR to conduct a six-month period of discovery regarding pre-petition related party transfers and the 2005 Corporate Restructuring that produced the Coltec Note and the Stemco Note.

3.1.6 Order Granting the Existing Debtors’ Motion for Estimation of Mesothelioma Claims

On December 2, 2011, the Existing Debtors moved the Bankruptcy Court to estimate the aggregate number and amount of allowed current and future mesothelioma claims against Debtors GST and Garrison pursuant to Bankruptcy Code Section 502(c) (Docket No. 1683) (the “Estimation Motion”). On April 13, 2012, the Bankruptcy Court entered the Order for Estimation of Mesothelioma Claims (Docket No. 2102) (the “Estimation Order”) granting the Estimation Motion and setting the scope and purpose of the estimation proceeding. The Bankruptcy Court concluded that it would hold a trial to estimate allowed mesothelioma claims pursuant to Bankruptcy Code Section 502(c) for the purpose of determining the feasibility of any Chapter 11 plan of reorganization that might be proposed in the Cases. The Bankruptcy Court initially scheduled the estimation trial to commence on December 3, 2012 but eventually continued the trial to July 22, 2013.

In the Estimation Order, the Bankruptcy Court ruled that it would consider properly supported evidence based upon both the “settlement approach,” which the Committee and FCR proposed to employ for the estimation of mesothelioma claims, and the “legal liability approach,” which Debtors proposed to employ.

3.1.7 Estimation Trial and Order Estimating Aggregate Mesothelioma Liability

For more than two years before the estimation trial, the Existing Debtors, Coltec, the Committee, and the FCR engaged in contentious, time-consuming, and expensive litigation regarding the proper scope of discovery of evidence supporting their respective theories of estimation. Discovery permitted by the Bankruptcy Court, often over the objection of one or more of the parties, included:

• A questionnaire issued to Asbestos Claimants who asserted pending mesothelioma claims against GST, requiring such claimants to provide basic information about their claims, including: asbestos exposure information relating to GST’s and third parties’ products; facts about their lawsuits in the tort system; tort defendants against which they had asserted claims and the status of such


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claims; and bankruptcy trusts against which they had asserted claims and the status of such claims.

• Two supplemental questionnaires issued to different samples of pending mesothelioma claimants, seeking information about known exposures to asbestos and aggregate data regarding claimants’ settlement and other recoveries from tort defendants and from bankruptcy trusts.

• Subpoenas by the Existing Debtors for ballots from other bankruptcy cases, seeking copies of ballots cast by or on behalf of asbestos personal injury claimants in those cases.

• A subpoena by the Existing Debtors to the Delaware Claims Processing Facility, seeking data regarding claims filed by persons whose mesothelioma claims GST and Garrison settled between 1999 and 2010.

• Subpoenas by the Existing Debtors to six law firms who represented plaintiffs in fifteen resolved mesothelioma cases, seeking documents and testimony pertaining to those plaintiffs’ asbestos exposures.

• Extensive discovery by the Committee and FCR issued to Debtors and certain third parties, pertaining to the history of asbestos litigation against the Debtors.

• Settlement approval and trial evaluation forms containing privileged communications between GST, Garrison, and their in-house lawyers and outside defense lawyers that contained evaluations of certain cases that GST settled, which were produced before and during the estimation hearing pursuant to the Court’s finding of a limited waiver of privilege.

• Dozens of fact and expert witness depositions taken by Debtors, the Committee, the FCR, and Coltec.

From July 22 to August 22, 2013, over seventeen trial days, the Bankruptcy Court conducted an evidentiary hearing pursuant to the Estimation Order to determine a reliable aggregate estimate of GST’s present and future mesothelioma claims. The Existing Debtors’ experts projected Garlock’s aggregate mesothelioma liability at not more than $125 million, and the Committee and FCR offered opinions from each of their experts estimating that GST’s aggregate liability for mesothelioma claims exceeded $1 billion.

That trial culminated in entry on January 10, 2014 of the 65-page Estimation Opinion, in which the Bankruptcy Court estimated GST’s aggregate liability for present and future mesothelioma claims at $125 million. See In re Garlock Sealing Technologies LLC, 504 B.R. 71, 97 (Bankr. W.D.N.C. 2014). The Committee took the position that the Estimation Opinion was interlocutory, and stated its intention to appeal from that decision once it became a final order or otherwise ripe for appellate review. The Debtors maintain that the Estimation Opinion is correct and is the law of the case.

Because of the great magnitude of mesothelioma claims in comparison to claims based on other allegedly asbestos-related diseases, the parties agreed and the Bankruptcy Court ordered that the estimation proceeding would not include any estimated liability for non-mesothelioma claims. Id. at 75. As noted above, the Bankruptcy Court also excluded asbestos-related claims against Anchor from its estimate.


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3.1.8 Committee’s Motion to Reopen Estimation Record

On June 4, 2014, the Committee moved the Bankruptcy Court to reopen the record of the estimation proceeding to permit the Committee to present supplemental evidence after taking additional discovery from the Existing Debtors and then to seek modification of the Estimation Opinion based on such additional evidence. (Docket Nos. 3725 and 3726). The Existing Debtors and Coltec objected. (Docket Nos. 3725 and 3726). On December 4, 2014, the Bankruptcy Court denied the Committee’s motion. (Docket. Nos. 4260 and 4274; 12/4/2014 transcript).

3.1.9 Committee Discovery Regarding Pre-Petition Transactions

Pursuant to the December 9 Order authorizing discovery from the Existing Debtors, Coltec, and other affiliates relating to the 2005 Corporate Restructuring and other pre-petition insider transactions, the Committee and FCR propounded multiple interrogatories and requests for production of documents on the Existing Debtors, Coltec, other non-debtor affiliates, and certain third parties. The respondents produced voluminous documents. The discovery obtained eventually resulted in decisions by the Committee and the FCR to file their Joint Motion for Leave, Proposed Complaint, and Motion for Modification seeking to assert breach of fiduciary duty claims against the Former Managers and fraudulent transfer, unjust enrichment, conspiracy to defraud, successor liability, alter ego, and other claims against the Corporate Defendants. See supra, Section 2.3.5.1 (Avoidance Actions).

3.1.10 The Debtors’ Initial Plan of Reorganization

On November 28, 2011, the Debtors filed their Initial Plan (Docket No. 1664), as well as the Disclosure Statement for Debtors’ Joint Plan of Reorganization (Docket No. 1666) (the “First Disclosure Statement”) and the exhibit book related to the Initial Plan (Docket No. 1665). The Debtors filed a supplemental exhibit book on December 16, 2011 (Docket No. 1722). The Committee and FCR each filed objections to approval of the First Disclosure Statement (Docket Nos. 1806 and 1808), to which the Debtors responded (Docket No. 1823). The Court did not hold a hearing on approval of the First Disclosure Statement.

3.1.11 The Debtors’ First Amended Plan of Reorganization

On May 29, 2014, the Existing Debtors filed the Debtors’ First Amended Plan of Reorganization (Docket No. 3708), as well as the Disclosure Statement for Debtors’ First Amended Plan of Reorganization (Docket No. 3710) (the “Second Disclosure Statement”) and the exhibit book related to the Debtors’ First Amended Plan of Reorganization (Docket No. 3709). The Committee filed objections to approval of the Second Disclosure Statement (Docket Nos. 3961 and 4107), to which the Debtors responded (Docket No. 4094). The Court did not hold a hearing on approval of the Second Disclosure Statement.

3.1.12 The Settlement Agreement with the Future Claimants’ Representative Regarding the Second Amended Plan

Following entry of the Estimation Opinion on January 10, 2014, the Existing Debtors met on numerous occasions with the FCR and the Committee to negotiate terms of a plan of


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reorganization that would be agreeable to both the FCR and the Committee. The negotiations failed to result in a consensual plan.

The Debtors simultaneously and separately discussed with the FCR and Committee the terms of plans that would be agreeable to each. On January 9, 2015, Debtors and the FCR reached an agreement in principle on a plan that the FCR would support, resolving all GST Asbestos Claims. On January 13, 2015, the Debtors and the FCR reached substantial agreement on the Second Amended Plan, which incorporated the agreement with the FCR.

Although the Second Amended Plan retained the fundamental structure of the First Amended Plan, to support the Plan, the FCR requested, and the Debtors agreed to provide, increased funding for GST Asbestos Claimants (including increased funding for a Settlement Facility that would extend settlement offers to qualifying GST Asbestos Claimants, as well as increased contingent funding for the litigation of GST Asbestos Claims), as well as various changes to the CRP to benefit GST Asbestos Claimants.

Neither the Initial Plan, the First Amended Plan, nor the Second Amended Plan sought to resolve and treat Coltec Asbestos Claims in their entirety as a class.

3.1.13 Preliminary Confirmation Proceedings on the Now-Superseded Second Amended Plan

Confirmation proceedings on the now-superseded Second Amended Plan commenced and progressed through preliminary stages. On January 26, 2015, on motions made or supported by the Debtors and the FCR, and over the objections or limited objections of the Committee, the Bankruptcy Court granted the Asbestos Claims Bar Date, established certain solicitation and confirmation procedures, and approved a disclosure statement for the Second Amended Plan.

The voting deadline on the Second Amended Plan was October 6, 2015. On December 4, 2015, the Balloting Agent reported that the holders of current GST Asbestos Claims in Class 4 had rejected the Second Amended Plan by a large margin. As they had previously stated, however, the Existing Debtors announced that they would ask the Bankruptcy Court to confirm the Second Amended Plan, despite Class 4’s rejection of it, in accordance with the “cramdown” provisions of the Bankruptcy Code. On October 6, 2015 and December 18, 2015, the Committee filed objections to the Second Amended Plan, contending that the plan was unconfirmable on various grounds, as did certain persons who described themselves as being at risk of malignancies and therefore as potential future GST Asbestos Claimants. (Docket Nos. 4883, 4885, 5160).

As of January 2016, discovery pertaining to the Second Amended Plan and the objections thereto was underway, and the parties were preparing for a contested confirmation hearing that was scheduled to commence on June 20, 2016. Additionally, the Bankruptcy Court was scheduled to hear argument, commencing on January 6, 2016, on certain cross-motions for summary judgment that the parties had filed and briefed. These cross-motions for summary judgment raised certain threshold issues going to whether or not the Second Amended Plan was confirmable under the Bankruptcy Code or could be “crammed down” over objections. See Committee’s Motion For Summary Judgment Denying Confirmation Based on Plan’s Failure to


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Comply with Bankruptcy Code Section 524(g) (Docket No. 5071) and Motion for Partial Summary Judgment That Class 4 Claims Are Impaired and the FCR Has No Authority to Vote on the Plan (Docket No. 5069); Debtors’ and FCR’s Motion for Partial Summary Judgment That Section 524(g) Is Not Exclusive and the FCR Has Authority to Vote (Docket No. 5072); Opposition of the Official Committee of Asbestos Personal Injury Claimants to the Debtors and Future Claims Representative’s Motion for Partial Summary Judgment (Docket No. 5159); Debtors’ and FCR’s Opposition to Committee Motion for Summary Judgment on 524(g) and FCR Authority To Vote (Docket No. 5161); Debtors’ Opposition to Committee Motion for Partial Summary Judgment That Class 4 Is Impaired (Docket No. 5162).

3.1.14 Litigation Moratorium

On January 5, 2016, the Existing Debtors, the Committee and the FCR jointly requested the Bankruptcy Court to order a suspension of litigation on confirmation issues related to the Second Amended Plan in order to accommodate negotiations on a fully consensual plan of reorganization. This request for a litigation stay followed several months of negotiations between the Committee and the FCR on claims resolutions procedures that would be an integral part of any fully consensual settlement. Based on the progress made in the negotiations regarding the claims resolution procedures, the Committee proposed negotiations involving four parties—the Debtors, the Committee, the FCR, and Coltec—that would address all terms of a plan of reorganization and that would fully resolve asbestos claims against Coltec as well as those against GST.

The Bankruptcy Court continued the hearing on the parties’ cross motions for summary judgment from January 6, 2016 to March 1, 2016 and the parties agreed to a 30-day moratorium on discovery in the confirmation proceedings. The Bankruptcy Court also continued the hearing on the proposed confirmation of the Second Amended Plan to August 15, 2016. As negotiations progressed, EnPro joined the discussions, and the parties agreed to extend the moratorium twice and to continue the summary judgment hearings, first until March 10, 2016, and then indefinitely.

3.1.15 Ad Hoc Coltec Asbestos Claimants Committee and Discussions Resulting In Comprehensive Settlement

In mid-February 2016, the parties reached an understanding that, for purposes of the negotiations, an ad hoc committee should be established for Coltec Asbestos Claimants and that an ad hoc legal representative for holders of future Coltec Asbestos Claims should also participate. The Ad Hoc Coltec Committee was formed consisting of attorneys from each of the following plaintiffs’ law firms: Belluck & Fox; Cooney & Conway; The Jaques Admiralty Law Firm; Simon, Greenstone, Panatier & Bartlett; Thornton & Naumes; and The Lanier Law Firm. Each of these, other than The Lanier Law Firm, already represented and continues to represent an Asbestos Claimant against GST on the Committee. All of the aforementioned law firms, including The Lanier Law Firm, represent Coltec Asbestos Claimants and filed claims on behalf of those individuals before the litigation was stayed in 2010. The Committee and the Ad Hoc Coltec Committee thereafter functioned in unison in the negotiations and continue to do so with respect to the Plan, based on the overlapping claims histories and essential unity of interests as between GST Asbestos Claimants and Coltec Asbestos Claimants.


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Also in mid-February 2016, Joseph W. Grier, III, the current FCR in the Chapter 11 Cases, agreed to serve as the ad hoc legal representative for future Coltec Asbestos Claimants. Mr. Grier thereafter participated in the negotiations in both capacities, and continues to act in both capacities with respect to the Plan, based on the overlapping claims histories and essential unity of interests as between GST Asbestos Claimants and Coltec Asbestos Claimants.

On March 17, 2016, EnPro and the Plan Proponents entered into the Comprehensive Settlement by signing the Term Sheet for Permanent Resolution of All Present and Future GST Asbestos Claims and Coltec Asbestos Claims. See Exhibit 2 hereto. Each of the parties agreed to recommend that Asbestos Claimants accept and vote in favor of the Plan, which incorporates the Comprehensive Settlement, and to use their best efforts to prepare and obtain the entry of orders of the Bankruptcy Court and the District Court confirming such a plan and issuing the injunctions described in the Plan and this Disclosure Statement.

4. IMPORTANT BAR DATES AND DEADLINES

4.1 NON-ASBESTOS CLAIMS BAR DATE

On September 7, 2011, the Bankruptcy Court entered the Bar Date Order (Docket No. 1478) (the “Non-Asbestos Claims Bar Date Order”), which established December 12, 2011 as the bar date for Non-Asbestos Claims against the Existing Debtors. Pursuant to the Non-Asbestos Bar Date Order, absent relief from the Bankruptcy Court, any Holder of a Non-Asbestos Claim against GST, Garrison, or Anchor that failed to file such a timely proof of Claim to the extent required by such Order, applicable Bankruptcy Code sections or Bankruptcy Rules, or other orders of the Bankruptcy Court with the Bankruptcy Court on or before such time shall have their Claim be deemed a Disputed Claim against any of the Existing Debtors or alternatively, shall be deemed to have such Claim as was listed in the Schedules of Assets and Liabilities, as may be amended, filed by an Existing Debtor in the amount scheduled so long as the Claim was not scheduled as disputed, contingent or unliquidated. Pursuant to the terms of the Non-Asbestos Bar Date Order, the Plan, and the Confirmation Order, any such Claim and the Holder thereof will be enjoined from commencing or continuing any action, employment of process or act to collect, offset, recoup or recover such Claim other than to seek to have such Claim determined to be an Allowed Claim in the Bankruptcy Court.

4.2 SETTLED GST ASBESTOS CLAIMS BAR DATE

On April 28, 2014, Debtors filed a Motion for an Order (A) Establishing a Bar Date for Filing Settled GST Asbestos Claims, (B) Approving the Proof of Claim Form and (C) Approving the Form of and Procedures for Notice to Settled GST Asbestos Claims (Docket No. 3590) (the “Settled Claims Bar Date Motion”). On July 9, 2014, over objections filed by the Committee, the Court entered its Order on Debtors’ Motion to Establish Bar Date for Settled Asbestos Claims and Related Relief, setting September 30, 2014 as the Settled Claims Bar Date, by which holders of settled GST Asbestos Claims that were unscheduled or were scheduled as disputed were required to file their proofs of claim.


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On October 20, 2014, the Debtors moved to disallow certain disputed settled GST Asbestos Claims because the Holders of such settled GST Asbestos Claims failed to file proofs of claim by the Settled Claims Bar Date. (Docket Nos. 4168-4171). On December 9, 2014, the Court entered orders disallowing such claims (Docket Nos. 4261-4264).

Under the terms of the Plan and CRP, settled GST Asbestos Claims that were not scheduled as undisputed and did not file their claims on or before the Settled Claims Bar Date will not be entitled to payment as settled GST Asbestos Claims unless they obtain relief from the Bankruptcy Court. Claimants who did not meet the Settled Claims Bar Date may pursue their claims against the Asbestos Trust as unsettled Asbestos Claims, subject to all other CRP criteria.

4.3 BAR DATE FOR CERTAIN GST ASBESTOS CLAIMS

On November 26, 2014, the FCR filed a Motion for an Asbestos Claims Bar Date and Related Relief (Docket No. 4247), seeking a bar date for manifested but unliquidated asbestos personal injury claims. Over the objections of the Committee, the Bankruptcy Court entered the Asbestos Claims Bar Date and Solicitation Order, which established a bar date of October 6, 2015 (the “Asbestos Claims Bar Date”) for certain GST Asbestos Claims. GST Asbestos Claimants were subject to the Asbestos Claims Bar Date if their Claim is based on an asbestos-related disease that was diagnosed on or before August 1, 2014, for which a lawsuit against any defendant or a claim against any asbestos trust was filed on or before August 1, 2014, excluding any settled GST Asbestos Claim for which a proof of claim was filed on or before September 30, 2014, but including any GST Asbestos Claims based on pre-petition judgments or any Settled GST Asbestos Claim seeking treatment as an unliquidated GST Asbestos Claim because a proof of claim was not filed for such Settled GST Asbestos Claim on or before the Settled Claims Bar Date, September 30, 2014.

Under the Plan and CRP, Asbestos Claimants who were subject to the Asbestos Claims Bar Date but did not timely file a ballot or proof of claim will not be entitled to a payment from the Asbestos Trust unless they obtain relief from the Bankruptcy Court.

4.4 BAR DATE FOR CERTAIN COLTEC ASBESTOS CLAIMS

In connection with the Plan, and after Coltec commences its bankruptcy case, Coltec will request that the Court set a bar date for certain Coltec Asbestos Claims (the “Coltec Asbestos Claims Bar Date”). The bar date proposed will be March 2, 2017. If the Court grants Coltec’s request, Coltec Asbestos Claimants will be required to file a proof of claim on or before the Coltec Asbestos Claims Bar Date if such claim is based on an asbestos-related disease that was diagnosed on or before August 1, 2014, and for which a lawsuit against any defendant or claim against any trust was filed on or before August 1, 2014, unless (i) such claimant filed a proof of claim on account of a GST Asbestos Claim, or (ii) such claimant submitted a Ballot in connection with the vote on the now-superseded Second Amended Plan, which will be treated as a proof of claim for purposes of the Coltec Asbestos Claims Bar Date. Such proofs of claim must be returned to the Balloting Agent by first-class mail or courier at the address in the Voting Procedures so as to be received on or before March 2, 2017.


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Under the Plan and CRP Asbestos Claimants who are subject to the Coltec Asbestos Claims Bar Date but do not timely file a ballot on the Plan now proposed or proof of claim will not be entitled to a payment from the Asbestos Trust unless they obtain relief from the Bankruptcy Court.

4.5 ADMINISTRATIVE CLAIMS BAR DATE

All parties seeking payment of an Administrative Expense Claim that is not a Fee Claim must File with the Bankruptcy Court and serve upon the Debtors a request for payment of such Administrative Expense Claim prior to the applicable deadline set forth below. However, parties seeking payment of postpetition ordinary course trade obligations, postpetition payroll obligations incurred in the ordinary course of a Debtor’s postpetition business, and amounts arising under agreements approved by the Bankruptcy Court or the Plan need not File such a request.

All Holders of Administrative Expense Claims that are not Fee Claims must File with the Bankruptcy Court and serve on the Debtors a request for payment of such Claim so as to be received on or before 4:00 p.m. (Eastern Time) on the date that is the first Business Day after the date that is thirty (30) days after the Effective Date, unless otherwise agreed to by the appropriate Debtor or Reorganized Debtor, without further approval by the Bankruptcy Court. Failure to comply with these deadlines shall forever bar the holder of an Administrative Expense Claim from seeking payment thereof.

Any Holder of an Administrative Expense Claim that is not a Fee Claim that does not assert such Claim in accordance with Section 5.3.1 of the Plan shall have its Claim deemed Disallowed under this Plan and be forever barred from asserting such Claim against any of the Reorganized Debtors, the Debtors, their Estates or their assets. Any such Claim and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process, or act to collect, offset, recoup or recover such Claim.

4.6 FEE CLAIM BAR DATE

All parties seeking allowance or payment of a Fee Claim must File with the Bankruptcy Court and serve upon the Debtors a motion or application for allowance or payment of such Fee Claim in accordance with the Fee Order by the date that is the first Business Day after the date that is ninety (90) days after the Effective Date. The Plan Proponents may extend that deadline by agreement without further order of the Bankruptcy Court. Failure to comply with the applicable deadline set forth herein shall forever bar the Holder of a Fee Claim from seeking payment thereof.

Any Holder of a Fee Claim that does not assert such Claim in accordance with the Fee Order and the Plan shall have its Claim deemed Disallowed under this Plan and be forever barred from asserting such Claim against any of the Debtors, their Estates, or their assets. Any such Claim and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset, recoup or recover such claim.


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Any objection to a Fee Claim shall be Filed and served in accordance with a scheduling order to be entered by the Bankruptcy Court, at the request of the Plan Proponents. Each of the Plan Proponents expressly reserves the right to object to any Fee Claim prior to, on, and after the Effective Date, subject to the provisions of this Plan and the aforementioned scheduling order.

5. SUMMARY OF THE PLAN

5.1 OVERVIEW OF THE PLAN

The Plan’s treatment of Asbestos Claims is described in detail in the preceding “Summary of the Plan of Reorganization and the Claims Resolution Procedures,” and will not be repeated here. The following discussion instead summarizes other material terms of the Plan for the convenience of Holders of Claims and Interests.

THE SUMMARY OF THE PLAN SET FORTH BELOW IS NOT A COMPLETE RECITATION OF THE TERMS OF THE PLAN. THE DESCRIPTIONS OF THE PLAN CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED FOR YOUR CONVENIENCE ONLY. IF THERE IS ANY VARIATION BETWEEN THIS SUMMARY AND THE PLAN ITSELF, THE TERMS OF THE PLAN CONTROL.

A TRUE AND CORRECT COPY OF THE PLAN IS ATTACHED AS EXHIBIT 1 IN THE EXHIBIT BOOK. YOU ARE URGED TO READ THE PLAN AND THE EXHIBIT BOOK IN THEIR ENTIRETY SO THAT YOU MAY MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN.

5.2 CLASSIFICATION AND TREATMENT OF CLAIMS

5.2.1 Provisions for Payment of Administrative Expense Claims and Priority Tax Claims

Article 2 of the Plan deals with unclassified Claims. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified and are excluded from the Classes set forth in Article 3 of the Plan.

Administrative Expense Claims are treated as follows:

(a) Administrative Expense Claims for goods sold or services rendered representing liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases involving customers, suppliers, or trade or vendor Claims shall be paid by the Debtors or the Reorganized Debtors in the ordinary course in accordance with the terms and conditions of any agreements relating thereto;

(b) Administrative Expense Claims for amounts necessary to cure executory contracts and unexpired leases assumed by the Debtors will be paid by the Debtors or Reorganized Debtors as soon as practicable after the Effective Date or as ordered by the Bankruptcy Court;


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(c) Amounts due Holders of other Allowed Administrative Expense Claims, including, without limitation, Allowed Fee Claims or Claims arising pursuant to Section 503(b)(9) of the Bankruptcy Code, will be paid as soon as practicable after the Effective Date or as ordered by the Bankruptcy Court, unless otherwise agreed between the Debtors and such Holders; and

(d) Administrative Expense Claims of the Bankruptcy Administrator for fees pursuant to 28 U.S.C. § 1930(a)(6) and (7) will be paid in accordance with the applicable schedule for payment of such fees by Debtors.

The Debtors will be in a position to estimate the total of all Allowed Administrative Expense Claims on the Effective Date after the passage of the Administrative Claims Bar Date.

Allowed Priority Tax Claims will be paid 100% of the unpaid Allowed Amount of such Allowed Priority Tax Claim in Cash by the Reorganized Debtors on the Distribution Date, though any penalty relating to any Priority Tax Claim (other than a penalty of the type specified in Section 507(a)(8)(G) of the Bankruptcy Code) will be Disallowed and not paid. The Debtors estimate the total of all Allowed Priority Tax Claims on the Effective Date to be approximately one hundred fifty thousand dollars ($150,000).

5.2.2 Classified Claims

There are ten (10) Classes of Claims and Interests under the Plan, whose treatment is described in Article 3 of the Plan.

The unimpaired Classes of Claims and Interests are Priority Claims (Class 1), Secured Claims (Class 2), Workers’ Compensation Claims (Class 3), Intercompany Claims (Class 4), GST General Unsecured Claims (Class 6), Coltec General Unsecured Claims (Class 7), Anchor Claims (Class 8), and Other Debtor Equity Interests (Class 10). The impaired Classes of Claims and Interests are Asbestos Claims (Class 5) and GST/Garrison Equity Interests (Class 9).

5.2.2.1 Class 1. Priority Claims

Class 1 consists of all Priority Claims against the Debtors, defined as any Claim against GST, Garrison, or Coltec other than an Administrative Expense Claim or Priority Tax Claim to the extent such Claim is entitled to priority in right of payment under Section 507 of the Bankruptcy Code (but excluding any Asbestos Claims). Each Holder of an Allowed Priority Claim shall be paid the Allowed Amount of its Allowed Priority Claim either (i) in full, in Cash, on the Distribution Date, or (ii) upon such other less favorable terms as may be mutually agreed upon between the Holder of an Allowed Priority Claim and the Reorganized Debtors. Class 1 is unimpaired. The Holders of the Allowed Priority Claims in Class 1 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

5.2.2.2 Class 2. Secured Claims

Class 2 consists of all Secured Claims, defined as a Claim against GST, Garrison, or Coltec that is: (i) secured by a lien (as such term is defined in Section 101(37) of the Bankruptcy Code) on property in which the Debtors have an interest, which lien is valid, perfected, and


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enforceable under applicable law or by reason of a Final Order, or (ii) entitled to setoff under Section 553 of the Bankruptcy Code, to the extent of (A) the value of the Claimant’s interest in the Debtor’s interest in such property or (B) the amount subject to setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code (but excluding any Asbestos Claims).

Secured Claims will be treated as follows:

(a) Non-Tax Secured Claim. Subject to the provisions of Sections 502(b) and 506(d) of the Bankruptcy Code and the terms herein, each Holder of an Allowed Secured Claim other than an Allowed Secured Tax Claim shall, at the option of the Reorganized Debtors, receive treatment according to the following alternatives: (i) the Plan will leave unaltered the legal, equitable and contractual rights to which the Holder of such Claim is entitled, (ii) the Reorganized Debtors shall pay the Allowed Claim in full on the Effective Date or as soon thereafter as reasonably practicable; or (iii) the Reorganized Debtors shall provide such other treatment as is agreed to in writing between the Debtors or the Reorganized Debtors and the Holders of such Allowed Secured Claim.

(b) Secured Tax Claim. Except to the extent that a Holder of an Allowed Secured Tax Claim agrees to a different treatment, each Holder of an Allowed Secured Tax Claim shall receive 100% of the unpaid amount of such Allowed Secured Tax Claim in Cash from the Debtors or Reorganized Debtors on the Distribution Date.

Class 2 is unimpaired. The Holders of the Allowed Secured Claims in Class 2 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

5.2.2.3 Class 3. Workers’ Compensation Claims

Class 3 consists of all Workers’ Compensation Claims, defined as any Claim against GST, Garrison, or Coltec (a) for benefits under a state-mandated workers’ compensation system, which a past, present, or future employee of GST, Garrison, Coltec, or their predecessors is receiving, or may in the future have a right to receive and/or (b) for reimbursement brought by any insurance company or state agency as a result of payments made by such insurance company or state agency for the statutory benefit owed (but not paid) by GST, Garrison, or Coltec to such employees under such a system and fees and expenses that are incurred and reimbursable under any insurance policies or laws or regulations covering such statutory employee benefit claims. Workers’ Compensation Claims do not include any right of such employee or any other Entity that exists outside of such state workers’ compensation system.

Each Workers’ Compensation Claim shall be reinstated and shall have all legal, equitable, and contractual rights to which each such Workers’ Compensation Claim entitles the Holder of such Workers’ Compensation Claim.

Class 3 is unimpaired. The Holders of the Workers’ Compensation Claims in Class 3 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.


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5.2.2.4 Class 4. Intercompany Claims

Class 4 consists of all Intercompany Claims, defined as any Claim by any Debtor against any other Debtor, or a Non-Debtor Affiliate against any Debtor, but excluding any Asbestos Claims or Anchor Claims. Each Intercompany Claim shall be reinstated and shall have all legal, equitable, and contractual rights to which each such Intercompany Claim entitles the Holder of such Intercompany Claim, except to the extent any such Claims are released pursuant to Section 8.4 of the Plan.

Class 4 is unimpaired. The Holders of Intercompany Claims in Class 4 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

5.2.2.5 Class 5. Asbestos Claims

Class 5 consists of all Asbestos Claims against GST, Coltec, or Garrison. As described in detail in the Summary of the Plan of Reorganization and the Claims Resolution Procedures above, Asbestos Claims will be resolved in accordance with the terms, provisions, and procedures of the Asbestos Trust Agreement and the CRP. All Asbestos Claims shall be paid by the Asbestos Trust solely from the Asbestos Trust Assets as and to the extent provided in the CRP. Asbestos Claims shall not be deemed Allowed or Disallowed, but rather shall be resolved by the Asbestos Trust pursuant to the terms of the CRP.

The sole recourse of the Holder of an Asbestos Claim on account of such Asbestos Claim shall be to the Asbestos Trust pursuant to the provisions of the Plan, the Asbestos Channeling Injunction, the Asbestos Trust Agreement, and the CRP.

Also as described in the Summary of the Plan of Reorganization and the Claims Resolution Procedures, Foreign Asbestos Claims will not be channeled to the Asbestos Trust for resolution or paid by the Asbestos Trust unless the Holder files a lawsuit in the United States, and the rights of Holders of Foreign Asbestos Claims to recourse and remedies under applicable foreign law outside the United States (to the extent such rights exist) will be unaffected by the Plan, without prejudice to the Reorganized Debtors’ defenses against any such claims.

Class 5 is impaired. The Debtors are soliciting the votes of Holders of the Asbestos Claims in Class 5 to accept or reject this Plan in the manner and to the extent provided in the Confirmation Procedures Order.

5.2.2.6 Class 6. GST General Unsecured Claims

Class 6 consists of all GST General Unsecured Claims against the Debtors, defined as any Claim against GST or Garrison that is not an Administrative Expense Claim, Priority Tax Claim, Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, or Asbestos Claim.

Each Holder of an Allowed Class 6 Claim shall be paid the Allowed Amount of its GST General 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


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such other less favorable terms as may be mutually agreed upon between the Holder of an Allowed GST General Unsecured Claim and the Reorganized Debtors.

Class 6 is unimpaired. Holders of the Allowed GST General Unsecured Claims in Class 6 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

5.2.2.7 Class 7. Coltec General Unsecured Claims

Class 7 consists of all Coltec General Unsecured Claims against the Debtors, defined as any Claim against Coltec that is not an Administrative Expense Claim, Priority Tax Claim, Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, or Asbestos Claim.

Each Coltec General Unsecured Claim shall be reinstated and shall have all legal,

equitable, and contractual rights to which each such Coltec General Unsecured Claim entitles the Holder of such Coltec General Unsecured Claim.

Class 7 is unimpaired. The Holders of Coltec General Unsecured Claims in Class 7 are

deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

5.2.2.8 Class 8. Anchor Claims

Class 8 consists of all Anchor Claims, defined as any Claim against Anchor. Each Holder of an Anchor Claim shall be entitled to assert such Claim against Anchor in accordance with the provisions of Article 14 of Chapter 55 of the North Carolina Business Corporation Act. However, Holders of Anchor Claims will receive nothing because Anchor, which has no material property, shall be liquidated and dissolved.

Class 8 is unimpaired. Holders of Anchor Claims in Class 8 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

5.2.2.9 Class 9. GST/Garrison Equity Interests

Class 9 consists of the GST/Garrison Equity Interests. On the Effective Date, Class 9 GST/Garrison Equity Interests shall be retained, subject to the Lien described in Section 7.3.2 of the Plan.

Class 9 is impaired. The Debtors are soliciting the votes of Holders of the GST/Garrison Equity Interests in Class 9 to accept or reject the Plan in the manner and to the extent provided in the Confirmation Procedures Order.

5.2.2.10 Class 10. Other Debtor Equity Interests

Class 10 consists of Other Debtor Equity Interests. The Plan leaves unaltered the legal, equitable, and contractual rights to which each such Other Debtor Equity Interest entitles the Holder of such Other Debtor Equity Interest.


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Class 10 is unimpaired. The Holders of the Other Debtor Equity Interests in Class 10 are deemed to have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

5.2.3 Resolution of Disputed Claims

Article 5 of the Plan sets forth provisions for treatment of Disputed Claims other than Asbestos Claims. Subject to the treatment provisions of this Plan, the Debtors or Reorganized Debtors, as applicable, may object to the allowance of any Plan Claims (other than Asbestos Claims) Filed with the Bankruptcy Court or to be otherwise resolved pursuant to any provisions of this Plan with respect to which they dispute liability, in whole or in part. Any such objections will be transferred to the Reorganized Debtors on the Effective Date for final resolution, and the Reorganized Debtors will have full authority to compromise, settle, or litigate such objections. This Article also describes the procedures for any such objections.

After the Confirmation Date, no Plan Claim may be Filed or amended to increase the amount or add or increase a lien or priority demanded unless otherwise provided by order of the Bankruptcy Court. Unless otherwise provided herein, any such new or amended Claim Filed after the Confirmation Date shall be disregarded and deemed Disallowed in full and expunged without need for objection, unless the Holder of such Claim has obtained prior Bankruptcy Court authorization for the filing.

Asbestos Claims will be resolved in accordance with the Asbestos Trust Agreement and the CRP.

5.2.4 Distribution on Account of Disputed Claims

Section 5.2 of the Plan describes how and under what circumstances Distributions shall be made to Holders of Disputed Claims. Disputed Claims shall be resolved in the manner described in Section 5.1 of the Plan and paid only when and to the extent that such Claims become Allowed.

5.3 IMPLEMENTATION OF THE PLAN

5.3.1 Vesting of Assets

Section 7.1 of the Plan describes the vesting of the assets and property of the Debtors in the appropriate Reorganized Debtors, which assets and property shall be free and clear of all Claims, Encumbrances, liens, and interests except as otherwise specifically provided in the Plan, in any of the Plan Documents, or in the Confirmation Order.

From and after the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, sell and otherwise dispose of property without supervision or approval of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the guidelines and requirements of the Bankruptcy Administrator, other than those restrictions expressly imposed by the Plan, the Plan Documents, or the Confirmation Order. The Plan reserves the right of the Reorganized Debtors to seek Bankruptcy Court approval for the sale, assignment, transfer, or other disposal of certain of the Reorganized Debtors’ assets after the


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Confirmation Date in the event that such Court approval is deemed to be necessary or appropriate.

5.3.2 Post-Confirmation Management and Corporate Governance Issues

Section 7.2.1 of the Plan provides that the Certificates of Incorporation, By-Laws, or Articles of Organization of the Debtors shall be amended as of the Effective Date as needed to effectuate the terms of the Plan and the requirements of the Bankruptcy Code, including prohibiting the issuing of nonvoting equity securities as required by Section 1123(a)(6) of the Bankruptcy Code.

Section 7.2.2 of the Plan describes the requirement for the Reorganized Debtors to maintain D&O and fiduciary liability tail coverage.

Section 7.11 of the Plan describes the management of Reorganized GST and Reorganized Garrison on and after the Effective Date. Key members of current management are expected to continue to be employed by the Reorganized Debtors.

5.3.3 The Asbestos Trust

Section 7.3 of the Plan provides for the creation and funding of the Asbestos Trust.

5.3.3.1 Creation of the Asbestos Trust

Section 7.3.1 of the Plan describes the creation of the Asbestos Trust, which shall be a “qualified settlement fund” for federal income tax purposes within the meaning of the treasury regulations issued pursuant to Section 468B of the IRC. The purposes of the Asbestos Trust will be to, among other things, (i) assume the liabilities of the Debtors with respect to all Asbestos Claims except as provided in Sections 8.4.2 and 8.5 of the Plan (with the Reorganized Debtors and Asbestos Protected Parties having no responsibility whatsoever for such Asbestos Claims, apart from transferring the Asbestos Trust Assets to the Asbestos Trust in accordance with the Plan); (ii) process, liquidate, pay, and satisfy Asbestos Claims (other than Foreign Asbestos Claims asserted outside the judicial system of the United States) in accordance, as applicable, with the Plan, the Asbestos Trust Agreement and the CRP and in such a way that provides reasonable assurance that the Asbestos Trust will value, and be in a financial position to pay, present and future Asbestos Claims (including Demands that involve similar claims) in substantially the same manner and to otherwise comply with Section 524(g)(2)(B)(i) of the Bankruptcy Code; (iii) preserve, hold, manage, and maximize the assets of the Asbestos Trust for use in paying and satisfying Asbestos Claims entitled to payment; (iv) qualify at all times as a “qualified settlement fund” for federal income tax purposes within the meaning of the treasury regulations issued pursuant to Section 468B of the IRC; (v) pay Asbestos Trust Expenses from the Asbestos Trust Assets as incurred (with the Reorganized Debtors and Asbestos Protected Parties having no responsibility whatsoever for any Asbestos Trust Expenses, apart from transferring the Asbestos Trust Assets to the Asbestos Trust in accordance with this Plan), and (vi) otherwise carry out the provisions of the Asbestos Trust Agreement and any other agreements into which the Asbestos Trustee has entered or will enter in connection with this Plan.


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5.3.3.2 Funding of the Asbestos Trust

Section 7.3.2 of the Plan describes the funding of the Asbestos Trust. On the day immediately preceding the Effective Date, (a) GST or Garrison shall transfer $370 million in Cash to the Asbestos Trust; (b) Coltec shall transfer $30 million in Cash to the Asbestos Trust, and (c) Coltec, EnPro, and the Asbestos Trust shall enter into the Option and Registration Rights Agreement substantially in the form attached as Exhibit H to the Plan. On or before the first anniversary of the Effective Date, Coltec shall transfer the full amount of the Deferred Contribution ($60 million) in Cash to the Asbestos Trust.

Effective on the Effective Date and immediately following the merger of Coltec with and into New Coltec as provided in Section 7.10 of the Plan, the Deferred Contribution will be guaranteed by EnPro, pursuant to a Guaranty substantially in the form attached to the Plan as Exhibit J, and secured by a possessory lien on or possessory security interest in 50.1% of the GST/Garrison Equity Interests, which Lien shall be granted by New Coltec (immediately after its merger with Coltec) on the Effective Date to, and held by, the Asbestos Trust pursuant to a Pledge Agreement substantially in the form attached as Exhibit I to the Plan. The Plan describes the details of this lien.

Coltec will be entitled to prepay all or part of the Deferred Contribution at any time without penalty. Once the Deferred Contribution has been paid in Cash and in full to the Asbestos Trust, or otherwise satisfied by agreement of the Reorganized Debtors and the Asbestos Trust, the Lien will be released in accordance with the terms of the Pledge Agreement and the Guaranty will be terminated in accordance with the terms of the Guaranty. The Reorganized Debtors and the Asbestos Trust will be free to negotiate or enter into an agreement that would permit payment of the Deferred Contribution before the first anniversary of the Effective Date at an agreed discount rate.

As described in Section 7.3.3, upon the transfer of the Asbestos Trust Assets to the Asbestos Trust, they will be indefeasibly and irrevocably vested in the Asbestos Trust free and clear of all claims, Equity Interests, Encumbrances, and other interests of any Entity, subject to the Asbestos Channeling Injunction and certain other provisions of the Plan.

5.3.3.3 Assumption of Claims and Demands by the Asbestos Trust

Section 7.3.4 of the Plan describes how, on the Effective Date, without any further action of any Entity, all liabilities, obligations, and responsibilities of any Asbestos Protected Party, financial or otherwise, with respect to all Asbestos Claims will be channeled to and assumed by the Asbestos Trust (except as provided in Sections 8.4.2 and 8.5 of the Plan), and the Reorganized Debtors and other Asbestos Protected Parties will have no liability or responsibility, financial or otherwise, for Asbestos Claims (except for Foreign Asbestos Claims asserted outside the judicial system of the United States), other than to transfer the Asbestos Trust Assets to the Asbestos Trust in accordance with the Plan.

Except as otherwise provided in the Plan, the Asbestos Trust Agreement, or the CRP, the Asbestos Trust shall have any and all of the actions, claims, rights, defenses, cross-claims, counterclaims, suits, and causes of action of the Debtors and the other Asbestos Protected


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Parties, whether known or unknown, at law, in equity or otherwise, arising under the laws of any jurisdiction, that are based on or attributable to (a) all defenses to any Asbestos Claims; (b) with respect to any Asbestos Claims, all rights of setoff, recoupment, contribution, reimbursement, subrogation, or indemnity (as those terms are defined by the nonbankruptcy law of any relevant jurisdiction), and any other indirect claim of any kind whatsoever and whenever arising or asserted; and (c) any other claims or rights with respect to Asbestos Claims that any of the Debtors or other Asbestos Protected Parties would have had under applicable law if the Chapter 11 Cases had not occurred and the Holder of such Asbestos Claim had asserted it by initiating civil litigation against any such Debtor or other Asbestos Protected Party (together, the “Asbestos Trust Causes of Action”), and the Asbestos 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 Asbestos Trust Causes of Action, and the proceeds of the recoveries on any of the Asbestos Trust Causes of Action shall be deposited in and become the property of the Asbestos Trust. The Plan provides, however, that (a) the Asbestos Trust shall have no rights against the Reorganized Debtors or Asbestos Protected Parties other than the right to enforce the Plan or any of the other Plan Documents according to their respective terms, including the right to receive the Asbestos Trust Assets as provided in the Plan; (b) the Asbestos Trust Causes of Action shall not include any of the Asbestos Insurance Rights; (c) the Asbestos Trust Causes of Action shall not include any claim, cause of action, or right of the Debtors or any of them, under the laws of any jurisdiction, against any party, including the Asbestos Insurance Entities, for reimbursement, indemnity, contribution, breach of contract, or otherwise arising from or based on any payments made by the Debtors on account of asbestos claims prior to the Effective Date, (d) the Asbestos Trust Causes of Action shall not include any claims released, compromised, or settled under Section 8.4 of the Plan, and (e) for the avoidance of doubt, Asbestos Trust Causes of Action do not include any rights of the Debtors, the Reorganized Debtors, or the other Asbestos Protected Parties arising under the Asbestos Channeling Injunction or any of the other injunctions, releases, or the discharge granted under the Plan and the Confirmation Order.

5.3.3.4 Asbestos Trust Governance

Section 7.3.5 describes how the initial Asbestos Trustee will be Lewis R. Sifford, with any successor Asbestos Trustee appointed in accordance with the terms of the Asbestos Trust Agreement. It also describes the circumstances under which the Asbestos Trustee’s employment will be deemed terminated.

Section 7.3.6 describes creation of the CAC and how it will be dissolved upon termination of the Asbestos Trust. Section 7.3.8 describes how the FCR will continue in service after the Effective Date, with his or her duties terminated upon termination of the Asbestos Trust.

5.3.3.5 Cooperation Agreement

Section 7.3.7 of the Plan describes how, on the Effective Date, the Reorganized Debtors and the Asbestos Trust will enter into a cooperation agreement substantially in the form included as Exhibit C to the Plan. This agreement will govern the Reorganized Debtors’ obligations to share certain documents and other information pertaining to Asbestos Claims with the Asbestos Trust.


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5.3.3.6 Asbestos Insurance Rights

Section 7.3.10 describes how the Debtors and Reorganized Debtors shall retain ownership of all their Asbestos Insurance Rights, including their rights to seek reimbursement for their contributions to the Asbestos Trust under the Plan. Exhibit E to the Plan identifies the Asbestos Insurance Entities that are Asbestos Protected Parties. Subject to the terms set forth in Section 7.3.10, the Debtors and Reorganized Debtors shall have the sole right to assert, and the sole discretion to compromise and settle, Asbestos Insurance Actions or any other Asbestos Insurance Rights, as well as settle with any successor Entities who may have insurance rights related to any of Coltec’s former business divisions. In connection with any such compromise or settlement with an Asbestos Insurance Entity or successor Entity before entry of the Confirmation Order, the Debtors and Reorganized Debtors will, subject to Section 7.3.10 of the Plan, add such Asbestos Insurance Entity to Exhibit E and/or successor Entity to Exhibit D and thereby designate such Asbestos Insurance Entity and/or successor Entity as an Asbestos Protected Party. The Committee and FCR shall each have the right to object to any addition of an Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D if they reasonably believe in good faith that (a) the terms of such compromise or settlement, (b) the addition of such Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D, or (c) the extension of the Asbestos Channeling Injunction to such Asbestos Insurance Entity or successor Entity would (i) result in the channeling or transfer to, or assumption by, the Asbestos Trust of any Claims, Demands, duties, obligations, or liabilities (A) that are not Asbestos Claims or Asbestos Trust Expenses or (B) that are not otherwise contemplated to be the responsibility of the Asbestos Trust under this Plan; or (ii) result in or impose undue burden or expense on the administration of the Asbestos Trust or the Asbestos Trust Assets. The Bankruptcy Court will hear and determine any such objection. Before making any such addition to Exhibit D or Exhibit E, the Debtors will disclose to the Committee and the FCR the terms of the underlying compromise or settlement and sufficient information concerning the relevant Asbestos Insurance Entity or successor Entity to enable the Committee and the FCR to evaluate the proposed addition under the criteria specified in the previous sentence. Upon being added to Exhibit E or Exhibit D, any such Asbestos Insurance Entity or successor Entity will receive the benefits and protections of an Asbestos Protected Party under the Asbestos Channeling Injunction.

Any recovery by the Debtors or Reorganized Debtors of settlements or judgments related to Asbestos Insurance Policies will generally be for their own account as reimbursement for their pre-petition asbestos claim payments or contributions to the Trust. The exception is that Coltec’s recoveries from any Additional Coltec Insurer and/or from any successor on account of the Additional Coltec Insurance will be allocated between the Asbestos Trust and Coltec as follows: Coltec will retain all recoveries up to the first $25 million and fifty percent (50%) of recoveries in excess of the first $25 million and will contribute to the Asbestos Trust (or have contributed directly to the Asbestos Trust) fifty percent (50%) of recoveries in excess of the first $25 million.

Section 12.2 of the CRP sets forth requirements for the Asbestos Trust to provide the Debtors, Reorganized Debtors, or settling Asbestos Insurance Entities certain information reasonably relating to Asbestos Claims submitted to and accepted and paid by the Asbestos Trust.


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5.3.4 Distributions Under the Plan and Delivery of Distributions

Sections 7.4, 7.5, and 7.6 of the Plan describe payments and distributions under the Plan and procedures for delivering distributions and handling undeliverable distributions. All payments of Asbestos Claims and Asbestos Trust Expenses will be handled by the Asbestos Trust.

5.3.5 Dissolution of Anchor

As of the Effective Date, Anchor shall be dissolved under North Carolina General Statues §§ 55-14-01 et seq. Such dissolution shall occur as soon as reasonably practicable following the Effective Date.

Upon the Effective Date, Anchor, through its directors and officers, shall commence winding down its businesses and affairs, including, without limitation, marshaling its assets for the benefit of all constituencies. All Holders of Class 8 Anchor Claims shall be permitted, after the Effective Date, to assert and pursue claims against Anchor, and such claims shall be fully reinstated to the status quo ante as of the Petition Date. Claims against Anchor shall not be assumed or paid by the Asbestos Trust.

5.3.6 Conditions to the Consummation of the Plan, Right to Withdraw or Amend Plan

Without limitation, each of the conditions to Confirmation of the Plan and to the Plan’s Effective Date as set forth in Sections 7.8 and 7.9 of the Plan, respectively, is required to have occurred or have been waived by the Plan Proponents for the Effective Date of the Plan to occur and the Plan and treatment of Claims described therein to become operative.

Debtors and EnPro have the right to waive certain conditions acting alone. One of those unilaterally waivable conditions is the achievement of a settlement (the “Canadian Settlement”) between the Debtors, EnPro, and Garlock of Canada Ltd and the Canadian provincial workers’ compensation boards (the “Provincial Boards”) resolving all remedies the Provincial Boards may possess under Canadian law or in the United States under U.S. law against Garlock of Canada Ltd, Debtors, or any Affiliate of Debtors. The Provincial Boards are represented by Motley Rice LLC. A condition of confirmation of the Plan is that the Canadian Settlement shall have been agreed to by those parties and Debtors and the Bankruptcy Court shall have entered an order either approving the Canadian Settlement or concluding that the Bankruptcy Court’s approval is not necessary and such order shall have become a Final Order. The Debtors will move for such an order if the settlement is agreed to, providing notice and an opportunity to object to the motion, with all rights of all persons with respect to such motion being preserved.

Debtors and EnPro, acting alone, may also waive the conditions pertaining to the qualified settlement fund status of the Asbestos Trust, and the condition providing that EnPro and Debtors have obtained amendments, consents, and waivers necessary under agreements binding on them or any subsidiary to permit the transactions and actions contemplated by the Term Sheet.


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5.3.7 Merger of Coltec with New Coltec

Section 7.10 of the Plan provides that upon the effectiveness of the Asbestos Channeling Injunction on the Effective Date, Coltec will merge with and into New Coltec, with New Coltec as the survivor of such merger, pursuant to articles of merger substantially in the form attached as Exhibit K to the Plan. In such merger, the outstanding Capital Stock of Coltec will be cancelled and each outstanding share of Capital Stock of New Coltec will be converted into a share of common stock of the survivor. New Coltec will succeed to Coltec’s obligations under this Plan. The Articles of Merger will provide that the merger will become effective at 12:02 a.m. Charlotte, North Carolina time on the Effective Date. On and after the Effective Date, New Coltec will be free to operate its business and use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or Bankruptcy Rules in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except for obligations under the Plan, the Plan Documents, and the Confirmation Order.

5.4 DISCHARGE, INJUNCTIONS, AND RELEASES

Article 8 of the Plan contains a discharge, certain injunctions, and releases and indemnifications.

5.4.1 Discharge

Section 8.1.1 of the Plan describes the discharge of GST, Garrison, and Coltec and the entry of the discharge injunction. It provides that except as otherwise provided in the Plan, on the Effective Date, all Claims against GST, Garrison, and Coltec, the Reorganized Debtors, or their Estates, assets, properties, or interests in property (the “Discharged Debtors”) shall be discharged to the fullest extent permitted by law, regardless whether any such Claim is reduced to judgment, liquidated or unliquidated, contingent or non-contingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose from any agreement of the Discharged Debtor entered into or obligation of the Discharged Debtor incurred before the Confirmation Date, or from any acts or omissions of the Discharged Debtor prior to the Effective Date, or that otherwise arose before the Effective Date, whether or not (i) a proof of claim was filed with respect to such Claim, (ii) such Claim is allowed under Section 502 of the Bankruptcy Code, or (iii) the Holder of such Claim has accepted the Plan, and including, without limitation, all interest, if any, on any such Claims, whether such interest accrued before or after the Petition Date.

The Reorganized Debtors shall not be responsible for any obligations of the Debtors or the Debtors in Possession except those expressly assumed by the Reorganized Debtors pursuant to the Plan. All Entities shall be precluded and forever barred from asserting against the Discharged Debtors or their assets, properties, or interests in property any other or further Claims or Plan Claims based upon any act or omission, transaction, or other activity, event, or occurrence of any kind or nature that occurred prior to the Effective Date, whether or not the facts of or legal bases therefor were known or existed prior to the Effective Date, except as expressly provided in the Plan.


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With respect to any debts and liabilities discharged by operation of law under Sections 524(a) and 1141(d) of the Bankruptcy Code, the discharge of the Discharged Debtors will operate as an injunction against the commencement or continuation of an action, the employment of process, or any act, to collect, recover, or offset any such debt as a personal liability of the Discharged Debtors, whether or not the discharge of such debt is waived; provided, however, that the obligations and duties of the Reorganized Debtors under the Plan or any Plan Document will not be discharged.

5.4.2 Asbestos Channeling Injunction

Section 8.2 of the Plan describes the Asbestos Channeling Injunction. It provides that in order to supplement, where necessary, the injunctive effect of the discharge provided by Sections 1141(d), 524(a), and 105(a) of the Bankruptcy Code and as described in Section 8.1 of the Plan, and pursuant to the exercise of the equitable jurisdiction and power of the Court under Section 524(g) of the Bankruptcy Code, as supplemented by Section 105(a) of the Bankruptcy Code, the Confirmation Order shall provide for issuance of the Asbestos Channeling Injunction to take effect on the Effective Date.

On and after the Effective Date, the sole recourse of the Holder of an Asbestos Claim shall be to the Asbestos Trust pursuant to the provisions of the Asbestos Channeling Injunction and the CRP, and such Holder shall have no right whatsoever at any time to assert its Asbestos Claim against the Debtors, the Reorganized Debtors, any other Asbestos Protected Party, or any property or interest (including any distributions made pursuant to the Plan) in property of the Debtors, the Reorganized Debtors, or any other Asbestos Protected Party. Without limiting the foregoing and except as provided in Section 8.5 of the Plan, from and after the Effective Date, the Asbestos Channeling Injunction shall apply to all present and future Holders of Asbestos Claims, and all such Holders shall be permanently and forever stayed, restrained, and enjoined from taking any and all legal or other actions or making any Claim or Demand against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party (including distributions made pursuant to the Plan), for the purpose of, directly or indirectly, claiming, collecting, recovering, or receiving any payment, recovery, satisfaction, or any other relief whatsoever on, of, or with respect to any Asbestos Claim, other than from the Asbestos Trust in accordance with the Asbestos Channeling Injunction and pursuant to the CRP, including:

a) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including a judicial, arbitration, administrative, or other proceeding) in any forum against or affecting any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;

b) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree, or other order against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;


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c) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Encumbrance against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;

d) setting off, seeking reimbursement of, indemnification or contribution from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim; and

e) proceeding in any other manner with regard to any matter that is subject to resolution by the Asbestos Trust in accordance with the Plan and related documents, except in conformity and compliance with the CRP.

Section 8.2.2 of the Plan describes certain reservations from the Asbestos Channeling Injunction, and Section 8.5 makes clear that Foreign Asbestos Claims asserted outside the judicial system of the United States are not subject to the Asbestos Channeling Injunction.

The identities of the Asbestos Protected Parties are given in the Plan. They are:

(a) GST, Garrison, and Coltec;

(b) the Reorganized Debtors;

(c) Anchor and Post-Bankruptcy Anchor (but only to the extent that the liability asserted against Anchor or Post-Bankruptcy Anchor derives from the conduct, operations, or products of GST or Coltec or is based on Anchor’s relation to GST, Garrison, or Coltec as an Affiliate);

(d) any current or former Affiliate of each of the Debtors or Reorganized Debtors (including the Entities specified on Exhibit D to the Plan), to the extent that any liability is asserted to exist as a result of such Entity’s being or having been such an Affiliate;

(e) Coltec’s former divisions and their successor Entities specified on Exhibit D to the Plan, as well as any successor Entities added to Exhibit D as Asbestos Protected Parties pursuant to Section 7.3.10 of the Plan (but, in any case, the successor Entities only in their respective capacities as successors);

(f) the Asbestos Insurance Entities listed as Asbestos Protected Parties on Exhibit E to the Plan, as well as any Asbestos Insurance Entities added to Exhibit E as Asbestos Protected Parties pursuant to Section 7.3.10 of the Plan;

(g) any Entity that, pursuant to the Plan or otherwise on or after the Effective Date, becomes a direct or indirect transferee of, or successor to, any of the Debtors, the Reorganized Debtors, the Affiliates of the Debtors or Reorganized Debtors, or any of their respective assets, to the extent that any liability on account of GST Asbestos Claims or Coltec Asbestos Claims is asserted to exist as a result of its


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becoming such a transferee or successor, including New Coltec (as described herein);

(h) any Entity that is alleged to be directly or indirectly liable for an Asbestos Claim by reason of such Entity’s (i) ownership of a financial interest in a Debtor, a past or present Affiliate of a Debtor, or a predecessor in interest of a Debtor, (ii) involvement in the management of a Debtor or a predecessor in interest of a Debtor, or service as an officer, director or employee of a Debtor or a related party within the meaning of Section 524(g)(4)(A)(iii) of the Bankruptcy Code, or (iii) involvement in a transaction changing the corporate structure, or in a loan or other financial transaction affecting the financial condition, of a Debtor or a related party within the meaning of Section 524(g)(4)(A)(iii) of the Bankruptcy Code, including but not limited to involvement in the Coltec Restructuring;

(i) any Entity that makes a loan to any of the Reorganized Debtors, their Affiliates, the Trust, or to a successor to, or transferee of any of the respective assets of, the Debtors, the Reorganized Debtors, their Affiliates, or the Asbestos Trust, to the extent that any liability is asserted to exist as a result of its becoming such a lender or to the extent that any Encumbrance of assets made in connection with such a loan is sought to be invalidated, upset, or impaired, in whole or in part, as a result of its being such a lender;

(j) each future Affiliate of each of the Debtors, the Reorganized Debtors and the Affiliates of the Debtors or the Reorganized Debtors (but, in any case, only to the extent that any liability is asserted to exist as a result of its being or becoming such an Affiliate); and

(k) the Representatives of each of the Debtors, the Reorganized Debtors, and the Affiliates of the Debtors and Reorganized Debtors, respectively, but only to the extent that any liability is asserted to exist as a result of the Representative being, or acting in the capacity as, a Representative of one or more of the aforementioned Entities.

5.4.3 Releases and Indemnification

Section 8.4 of the Plan describes certain releases and indemnifications under the Plan.

5.4.3.1 Settlement and Release by Debtors and Reorganized Debtors of Avoidance Actions and Other Estate Claims

Section 8.4.1 provides for the release of certain claims by the Debtors and Reorganized Debtors on the Effective Date, including (a) each and every Avoidance Action against an Asbestos Protected Party or its Representatives, (b) each and every Avoidance Action against a Holder of an Asbestos Claim (resolved or pending) or such Holder’s Representatives; (c) any and all claims against any Asbestos Protected Party, Holder of an Asbestos Claim (resolved or pending), or any Representative of such Holder that are or would have been property of any Debtor’s Estate or which any Debtor is or would have been entitled to prosecute as a Debtor in Possession arising under non-bankruptcy law or based on or attributable to any allegedly


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preferential or fraudulent transfers or based on or attributable to any allegedly unlawful payments or transfers or distributions of property made by or on behalf of any Debtor; (d) any and all claims that are or would have been property of any Debtor’s Estate or which any Debtor is or would have been entitled to prosecute as a Debtor in Possession, regardless of the legal theory upon which such claims may be predicated, for which any Asbestos Protected Party is asserted to be or to have been derivatively liable for any Asbestos Claim, including, without limitation, any claims based upon a legal or equitable theory of liability in the nature of veil piercing, alter ego, successor liability, vicarious liability, fraudulent transfer, malpractice, breach of fiduciary duty, waste, fraud, or conspiracy; and (e) any and all claims in (a)-(d) above where, in the absence of the Debtors’ Chapter 11 Cases, such claims might, under substantive law of any jurisdiction, have been treated as claims maintainable not only by the Debtors or the Debtors’ Estates themselves, but by creditors of or Claimants against the Debtors. Such released claims shall in no event be asserted against or paid by the Asbestos Trust.

5.4.3.2 Specific Release of Intercompany Asbestos Claims

Section 8.4.2 provides that on the occurrence of the Effective Date, each Debtor, Reorganized Debtor, and Non-Debtor Affiliate shall be deemed to have unconditionally waived, released, and extinguished any and all Asbestos Claims against each other Debtor, Reorganized Debtor, or Non-Debtor Affiliate, including all Asbestos Claims set forth in any and all proofs of claim filed by or on behalf of Coltec in the Chapter 11 Cases, and the Plan constitutes a motion to approve the resolution and release of the foregoing claims pursuant to Bankruptcy Rule 9019(a); provided, however, that this release shall not be construed to release, impair, or affect the rights of indemnification contained in Section 8.4.7 of the Plan. Section 8.4.2 further provides that notwithstanding anything else in the Plan, the Plan Documents, the Confirmation Order, or the Asbestos Channeling Injunction, the Asbestos Trust shall have no obligation, responsibility, or liability for any of the Asbestos Claims waived, released, and extinguished in accordance with that Section.

5.4.3.3 Settlement and Release by Debtors and Estate Parties

Section 8.4.3 provides for additional releases by each Debtor, in its individual capacity and as a Debtor in Possession for and on behalf of its Estate and its Affiliates, and each Reorganized Debtor on its own behalf and on behalf of its Estate and its Affiliates, and the respective successors and assigns of each such Debtor, Debtor in Possession, Estate, and Affiliate, is thereby deemed to settle and release, absolutely, unconditionally, irrevocably, and forever each and all of the Debtors’ Representatives, their Non-Debtor Affiliates’ Representatives, and their respective properties (“Released Parties”), from any and all claims, obligations, rights, suits, damages, remedies, liabilities, or causes of action in any manner arising from, based on, or relating to, in whole or in part, the Debtors, the Debtors’ property, 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 restructuring of Claims and Equity Interests prior to or in the Chapter 11 Cases, and the negotiation, formulation, or preparation of the Plan and the Disclosure Statement, or related agreements, instruments, or other documents, involving any act, omission, transaction, agreement, occurrence, or event taking place on or before the Effective Date, other than any act or omission of a Released Party that constitutes willful misconduct or lack of good


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faith; provided, however, that the obligations and duties of any Released Party under the Plan or any Plan Document are not so settled and released. Any act or omission taken with the approval of the Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lack of good faith.

5.4.3.4 Settlement and Release of Certain Claims

As discussed above in Section 2.3.5.2 of this Disclosure Statement, Section 8.4.4 of the Plan provides, on specified terms and conditions, for the settlement and release of pending GST Recovery Actions against certain defendants. The Existing Debtors will seek approval of such settlements by motion pursuant to Bankruptcy Rule 9019(a). The Plan also provides that the Debtors, Reorganized Debtors, their Affiliates, predecessors, and assigns shall be deemed to release, waive, and permanently extinguish their rights to file or assert any GST Recovery Actions in the future.

5.4.3.5 No Actions on Account of Released Claims

Section 8.4.5 provides for an injunction that will prohibit enforcement of or any action whatsoever with respect to any of the claims released in Section 8.4 of the Plan, protecting and preserving, however, the right of Asbestos Claimants to proceed against the Asbestos Trust pursuant to the CRP.

5.4.3.6 Indemnification

Sections 8.4.6 and 8.4.7 contain certain indemnifications. In Section 8.4.6, the Reorganized Debtors undertake to protect, defend, indemnify, and hold harmless to the fullest extent permitted by applicable law, all Representatives of the Debtors, and all Representatives of the Non-Debtor Affiliates, on and after the Effective Date for all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever that are purported to be released pursuant to Section 8.4.3 of the Plan.

In Section 8.4.7, the Asbestos Trust undertakes to protect, defend, indemnify and hold harmless, to the fullest extent permitted by applicable law each of the Debtors, Reorganized Debtors, and other Asbestos Protected Parties from and against any and all losses (including, without limitation, attorney’s fees and expenses) that occur after the Effective Date and are based on, arise from, or are attributable to any Asbestos Claim; provided, however, that the Asbestos Trust will have no duty to defend, indemnify, and hold harmless Debtors, Reorganized Debtors, and other Asbestos Protected Parties from any such losses that are based on, arise from, or are attributable to any Foreign Asbestos Claim, unless the Foreign Asbestos Claim is filed, asserted, or sought to be enforced in or before any court or tribunal within the judicial system of the United States.

In addition, on the Effective Date, the Asbestos Trust shall assume the Debtors’ indemnification obligations to the “Indemnified Parties” identified in paragraph 5 of the Bankruptcy Court’s Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III as Future Asbestos Claimants’ Representative (Docket No. 512), entered September 16, 2010, and upon such assumption the Debtors will be released from such obligations.


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If there shall be pending any claim against the Asbestos Trust for indemnification under Section 8.4.7 of the Plan, the Asbestos Trust will maintain sufficient assets (as determined in good faith by the Asbestos Trustee) to fund any payments in respect of that claim for indemnification. The Reorganized Debtors will provide prompt notice to the Asbestos PI Trust upon becoming aware of the basis for any claim for indemnification under Section 8.4.7 of the Plan.

5.5 OTHER PLAN PROVISIONS

5.5.1 Modification or Withdrawal of the Plan

Article 4 of the Plan sets forth the Plan Proponents’ right, acting unanimously, to modify, amend or withdraw the Plan or the Plan Documents prior to the Confirmation Date, and the effect of any such withdrawal, which is to deem the Plan null and void. After the Confirmation Date, the Plan Proponents, acting unanimously, may alter, amend, or modify the Plan in accordance with Section 1127(b) of the Bankruptcy Code but only before its substantial consummation.

5.5.2 General Reservation of Rights

Section 6.5.2 of the Plan contains a general reservation of rights, providing that should the Plan fail to be accepted by the requisite number and amount of the Holders of Plan Claims and Equity Interests required to satisfy Sections 524(g) and 1129 of the Bankruptcy Code, then, notwithstanding any other provision of the Plan to the contrary, the Plan Proponents reserve the right to amend the Plan.

5.5.3 Retention of Jurisdiction

Article 10 of the Plan describes the matters over which the Bankruptcy Court will retain jurisdiction after the Effective Date, including interpreting and enforcing the Plan Documents; hearing and determining objections to Claims (other than Asbestos Claims); and compensating Professionals. The District Court will retain exclusive jurisdiction, without regard to the amount in controversy, to hear and determine any proceeding that involves the validity, application, construction, or modification of the Asbestos Channeling Injunction, or of Section 524(g) of the Bankruptcy Code with respect to the Asbestos Channeling Injunction.

5.5.4 Exculpation

Section 11.7 contains an exculpation clause, exculpating the Reorganized Debtors, the Debtors, the Non-Debtor Affiliates, the FCR, the Committee (including each of its members and their respective counsel), the Unsecured Creditors Committee, the Ad Hoc Coltec Future Asbestos Claimants’ Representative, the Ad Hoc Coltec Asbestos Claimants Committee (including each of its members and their respective counsel), or any of their respective Representatives from any liability to any Entity for any act or omission in connection with or arising out of the Chapter 11 Cases, including the administration of the Estates during the entirety of the Chapter 11 Cases, any work in connection with any plan of reorganization or proceedings in the Chapter 11 Cases, conduct during any contested matter in the Chapter 11 Cases, negotiation of the Plan or the settlements contained therein, the pursuit of confirmation of


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this Plan, the consummation of the Plan or the settlements provided therein, or the administration of the Plan or the property to be distributed under the Plan so long as, in each case such action, or failure to act, did not constitute willful misconduct or lack of good faith. Excepted from the exculpation clause is any Fee Dispute Remedy, as defined in the Plan.

The exculpation clause further provides that in all respects, the Exculpated Parties will be entitled to rely upon the advice of counsel and financial and other experts or professionals employed by them with respect to their duties and responsibilities under the Plan, and such reliance shall conclusively establish good faith. Any act or omission taken with the approval of the Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lack of good faith. In any suit alleging willful misconduct or lack of good faith, the reasonable attorney’s fees and costs of the prevailing party will be paid by the losing party, and, as a condition of going forward with such action, suit, or proceeding, at the onset thereof, all parties thereto shall be required to provide appropriate proof and assurances of their capacity to make such payments of reasonable attorney’s fees and costs in the event they fail to prevail. Pursuant to its authority under Bankruptcy Code Section 105(a), in the Confirmation Order the Court will enter an injunction permanently enjoining commencement or continuation in any manner, any suit, action, or other proceeding, on account of or respecting any claim, obligation, debt, right, cause of action, remedy, or liability included within this exculpation clause.

6. VOTING AND CONFIRMATION PROCEDURES

6.1 VOTING PROCEDURES

All Classes of Claims other than Class 5 Asbestos Claims are unimpaired and therefore shall be deemed to have voted to accept the Plan, and will not be solicited. The voting procedures for Class 5 have been established in the Confirmation Procedures Order, and are also contained in the Voting Procedures enclosed in the Solicitation Package with this Disclosure Statement. Solicitation Packages with forms of Ballots for Holders of Class 5 Asbestos Claims will be distributed on August 1, 2016 in the manner described in the Voting Procedures, as well as thereafter in response to inquiries as a result of the publication notice that is part of the Notice Program attached to the Confirmation Procedures Order.

TO BE COUNTED, YOUR COMPLETED BALLOT OR MASTER BALLOT MUST BE RECEIVED BY THE BALLOTING AGENT AT THE ADDRESS CONTAINED IN THE BALLOTS AND VOTING PROCEDURES NO LATER THAN DECEMBER 9, 2016 (THE “VOTING DEADLINE”).

Holders of Class 5 Asbestos Claims may vote using either an Individual Ballot or (through their attorneys) a Master Ballot. Asbestos Claims will be temporarily allowed, for voting purposes only, if the Claimant (or Claimant’s attorney) submits a Ballot by the Voting Deadline and certifies, under penalty of perjury, that the following matters are true and correct to the best of the Claimant’s (or such attorney’s) knowledge, information, and reasonable belief:


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i. the Claimant is the Holder of an Asbestos Claim (as defined in the Plan) that has not been dismissed with prejudice, has not been settled and paid, and is not known to be time-barred;

ii. the person upon whose injury the Asbestos Claim is based (the “Injured Party”) was diagnosed with malignant mesothelioma, or lung cancer, colo-rectal cancer, laryngeal cancer, esophageal cancer, pharyngeal cancer, stomach cancer, severe asbestosis, disabling asbestosis, or non-disabling asbestosis (all such diseases other than malignant mesothelioma being hereafter referred to as “Other Diseases”), based on, or as evidenced in, medical records or similar documentation in the possession of the Claimant, his or her attorney, or the physician of the Claimant or Injured Party;

iii. the Injured Party was exposed to asbestos released from asbestos-containing gaskets or packing manufactured, produced, fabricated, distributed, supplied, marketed, included as a component part, or sold by Garlock or Coltec (“Asbestos Exposure”),10 as indicated in the Individual Ballot or Master Ballot exhibit;

iv. if the Claimant asserts that his/her Claim has been liquidated by settlement or judgment, the Claimant (or his or her attorney) must certify that the Claim has been liquidated by settlement or judgment and provide the asserted liquidated amount; and

v. if these certifications are made by the Claimant’s attorney, the attorney is authorized by such Claimant to vote on the Plan on his or her behalf, and to represent that the Injured Party has (or, if deceased, had) the disease noted on the Ballot and has Asbestos Exposure.

Unliquidated Asbestos Claims that meet the voting criteria and allege mesothelioma will be temporarily allowed for voting purposes in the amount of $10,000, while Asbestos Claims that meet the voting criteria and allege any of the Other Diseases will be temporarily allowed for voting purposes in the amount of $1. Asbestos Claims liquidated by settlement or judgment that meet the voting criteria will be temporarily allowed for voting purposes in the liquidated amounts of the Asbestos Claims. Asbestos Claims alleging more than one disease will be temporarily allowed for voting purposes based on the single disease that yields the higher voting amount. Asbestos Claimants who allege exposure to asbestos both from products for which Garlock is responsible and from products for which Coltec is responsible will receive a single vote in Class 5. The Voting Procedures contain additional rules regarding the tabulation of votes in Class 5.

10 For purposes of this certification requirement, “Coltec” includes the following predecessors and former divisions that were named in Asbestos Claims before the litigation of such claims was stayed by order of the Bankruptcy Court: Fairbanks Morse Engine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, France Compressor, Delavan, and Farnam.


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Asbestos Claimants who are unable to make the certifications above on or before the Voting Deadline will not be eligible to vote on the Plan unless they file a motion for temporary allowance for voting purposes that the Court grants. Any such motion for temporary allowance for voting purposes must be filed on or before December 9, 2016. In addition, no Entity named as a defendant in asbestos litigation shall be eligible to vote unless it files a proof of claim in the form of Official Bankruptcy Form No. 410 on or before any applicable bar date and files a motion for temporary allowance for voting purposes that the Court grants.

Class 5 will accept the Plan if two-thirds or more in amount and 75% or more in number of those who vote accept the Plan.

6.2 CONFIRMATION PROCEDURES

6.2.1 Confirmation Hearing

Bankruptcy Code § 1128(a) requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of the Plan. Bankruptcy Code § 1128(b) provides that any party-in-interest may object to confirmation of the Plan.

The Bankruptcy Court has set the Confirmation Hearing for 10:00 a.m., Eastern Time on May 15, 2017, in the United States Bankruptcy Court, 401 West Trade Street, Charlotte, North Carolina 28202. The Confirmation Hearing may be adjourned, from time to time, without notice, other than an announcement of an adjourned date at such hearing or an adjourned hearing, or by posting such continuance on the Bankruptcy Court’s docket.

6.2.2 Objections to Confirmation of the Plan

Responses and objections, if any, to the confirmation of the Plan or to any of the other relief sought by the Debtors in connection with confirmation of the Plan, must (a) state with particularity the legal and factual grounds therefor, (b) provide, where applicable, the specific text, if any, that the objecting party believes to be appropriate to insert into the Plan, and (c) describe the nature and amount of the objector’s Claim or Equity Interest. Any objections to the adequacy of the FCR’s representation of holders of future Asbestos Claims must also be raised at this time, in the same form as a Plan objection.

Holders of Claims against and Equity Interests in GST, Garrison, or Anchor must file any response or objection to the Plan with the Bankruptcy Court and serve such response or objection in a manner so as to be actually received by the Notice Parties (defined below) no later than December 9, 2016. Holders of Claims against and Equity Interests in Coltec must file any response or objection to the Plan with the Bankruptcy Court and serve such response or objection in a manner so as to be actually received by the Notice Parties no later than March 10, 2017.

The following parties are the “Notice Parties”:


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Debtors: GARLOCK SEALING TECHNOLOGIES LLC c/o Elizabeth Barry, Chief Restructuring Officer 349 West Commercial St., Ste 3050 East Rochester, NY 14445

With a copy to: RAYBURN COOPER & DURHAM, P.A. 1200 Carillion, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 Attn: John R. Miller, Jr. and

ROBINSON, BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Telephone: (704) 377-2536 Attn: Garland S. Cassada

and

PARKER POE ADAMS & BERNSTEIN, LLP Three Wells Fargo Center 401 South Tryon Street, Suite 3000 Charlotte, NC 28202 Telephone: (704) 335-9054 Attn: Daniel G. Clodfelter

Committee: CAPLIN & DRYSDALE, CHARTERED One Thomas Circle N.W., Suite 1100 Washington, DC 20005 Telephone: (202) 862-5000 Attn: Trevor W. Swett III

FCR: GRIER FURR & CRISP, PA 101 North Tryon Street, Suite 1240 Charlotte, NC 28246 Telephone: (704) 375-3720 Attn: Joseph W. Grier, III

With a copy to: ORRICK HERRINGTON & SUTCLIFFE, LLP Columbia Center 1152 15th Street, N.W. Washington, DC 20005 Telephone: (202) 339-8400 Attn: Jonathan P. Guy


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Unsecured Creditors’ Committee: FSB FISHERBROYLES, LLP 6000 Fairview Road, Suite 1200 Charlotte, NC 28210 Telephone: (704) 464-6954 Attn: Deborah L. Fletcher

UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED UPON THE

PARTIES LISTED ABOVE AND PROPERLY FILED WITH THE BANKRUPTCY COURT, IT WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

7. REQUIREMENTS FOR CONFIRMATION OF THE PLAN

7.1 BANKRUPTCY CODE § 1129 GENERALLY

At the Confirmation Hearing, the Court will determine whether the confirmation requirements of Bankruptcy Code § 1129 have been satisfied. If so, the Court will enter the Confirmation Order. The Plan Proponents believe that the Plan satisfies or will satisfy the applicable requirements for confirmation, as follows:

• The Plan complies with the applicable provisions of the Bankruptcy Code. See 11 U.S.C. § 1129(a)(1).

• The Plan Proponents have complied with the applicable provisions of the Bankruptcy Code. See 11 U.S.C. § 1129(a)(2).

• The Plan has been proposed in good faith and not by any means forbidden by law. See 11 U.S.C. § 1129(a)(3).

• Any payment made or promised by the Debtors, or by an Entity acquiring property under the Plan, for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been disclosed to the Court, and any such payment made before the confirmation of the Plan is reasonable, or if such payment is to be fixed after confirmation of the Plan, such payment is subject to the approval of the Court as reasonable. See 11 U.S.C. § 1129(a)(4).

• The Debtors will have disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the Plan, as a director, officer, or voting trustee of the Debtors, and the appointment to, or continuance in, such office of such individual, is consistent with the interests of Holders of Claims and Equity Holders and with public policy, and the Debtors will have disclosed the identity of any insider that will be employed or retained by any Reorganized Debtor, and the nature of any compensation for such insider. See 11 U.S.C. § 1129(a)(5).

• With respect to each Class of impaired Claims or Equity Interests, either each Holder of a Claim or Equity Interest of such Class has accepted the Plan, or will receive or retain under the Plan on account of such Claim or Equity Interest


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property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would so receive or retain if the Debtors were liquidated on such date under Chapter 7 of the Bankruptcy Code; or if Bankruptcy Code § 1111(b)(2) applies to the Claims of such Class, each Holder of a Claim will receive or retain under the Plan on account of such Claim property of a value, as of the Effective Date of the Plan, that is not less than the value of such Holder’s interest in the Debtors’ Estates’ interest in the property that secures such Claims. See 11 U.S.C. §1129(a)(7).

• Each Class of Claims or Equity Interests that is entitled to vote on the Plan has either accepted the Plan or is not impaired under the Plan, or the Plan can be confirmed without the approval of each voting Class pursuant to section 1129(b) of the Bankruptcy Code. See 11 U.S.C. § 1129(a)(8).

• Except to the extent that the Holder of a particular Claim has agreed to a different treatment of such Claim, the Plan provides that Allowed Administrative Expense Claims and Allowed Priority Claims will be paid in full on the Effective Date, or as reasonably practicable thereafter, and that Allowed Priority Tax Claims will receive, on account of such Allowed Claims, payment in full on the Effective Date or as reasonably practicable thereafter. See 11 U.S.C. § 1129(a)(9).

• Debtors believe that Class 5, the only Class of impaired Claims, will accept the Plan, determined without including any acceptance of the Plan by any insider holding a Claim of such Class. See 11 U.S.C. § 1129(a)(10).

• Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Reorganized Debtors or any successor to the Debtors under the Plan, unless such liquidation or reorganization is proposed in the Plan. See 11 U.S.C. § 1129(a)(11).

• The Plan provides that the quarterly fees required under 28 U.S.C. § 1930 have been paid or that they will be paid on the Effective Date of the Plan. See 11 U.S.C. § 1129(a)(12).

• The Plan provides for the continuation after the Effective Date of payment of all retiree benefits (as that term is defined in Bankruptcy Code § 1114) at the level established pursuant to Bankruptcy Code § 1114(e)(1)(B) or § 1114(g), at any time prior to confirmation of the Plan, for the duration of the period the Debtor has obligated itself to provide such benefits. See 11 U.S.C. § 1129(a)(13).

The Plan Proponents believe that the Plan satisfies all of the statutory requirements of Bankruptcy Code Section 1129. In addition, the Plan Proponents believe that the Plan satisfies all of the statutory requirements of Bankruptcy Code Section 524(g).


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7.2 VOTE REQUIRED FOR CLASS ACCEPTANCE

Class 5 will be considered to have accepted the Plan when 75% or more in number and at least two-thirds (2/3) in dollar amount of the Claims that actually voted have voted in favor of the Plan.

If the Plan is confirmed, then Holders of Claims against, or Equity Interests in, Debtors, whether voting or non-voting and, if voting, whether accepting or rejecting the Plan, are bound by the terms of the Plan, including any injunction(s) under Bankruptcy Code §§ 524(a), 524(g), and/or 105(a).

7.3 FEASIBILITY OF THE PLAN

Section 1129(a)(11) of the Bankruptcy Code requires that, in order for the Bankruptcy Court to confirm the Plan, the Bankruptcy Court must find that consummation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Debtors, except to the extent such liquidation or reorganization is called for by the Plan’s terms.

The Debtors have the financial wherewithal and business prospects to satisfy their obligations under the Plan. Debtors anticipate having on the Effective Date Cash sufficient to fund in full the Plan’s treatment of all Allowed Administrative Claims, Secured Tax Claims, and Claims in Classes 1 (Priority Claims) and 6 (General Unsecured Claims), which Debtors believe will not exceed in the aggregate $4 million. Debtors will also have sufficient Cash on the Effective Date to fund the Initial Asbestos Trust Assets and to make the Deferred Contribution and fulfill the terms of the Option within one year after the Effective Date. The Proforma Projections set forth in Exhibit 3 to the Disclosure Statement, which show continued net operating income in years shown, as well as other income streams as described in the projections set forth on Exhibit 3, support the ability of Debtors to make the payments described by the Plan. HOLDERS OF CLAIMS AND INTERESTS ARE ADVISED TO REVIEW CAREFULLY THE DISCLAIMERS INCLUDED AT THE BEGINNING OF THIS DISCLOSURE STATEMENT AND THE ASSUMPTIONS INCLUDED IN THE PROJECTIONS IN CONNECTION WITH THEIR REVIEW OF THE SAME. AS NOTED THEREIN, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED.

7.4 “BEST INTERESTS” TEST

Another confirmation requirement is the “Best Interests Test” or “Hypothetical Liquidation Test” incorporated in Section 1129(a)(7) of the Bankruptcy Code. The test applies to individual Holders of unsecured Claims and Holders of Interests that are both (i) in impaired Classes under the Plan, and (ii) do not vote to accept the Plan. Section 1129(a)(7) of the Bankruptcy Code thus requires that Holders of Asbestos Claims in Class 5 who do not vote to accept the Plan will receive or retain an amount under the Plan as it relates to a particular Debtor not less than the amount that such Holders would receive or retain if such Debtor were to be liquidated under Chapter 7 of the Bankruptcy Code. (While Class 9 (GST/Garrison Equity Interests) is impaired under the Plan, the holder of those interests in Class 9, Coltec, will vote in favor of the Plan, thus rendering the Best Interests Test inapplicable to Class 9.)


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The Debtors believe that the Plan meets the best interests test because the Bankruptcy Court estimated for plan confirmation purposes that the aggregate Allowed Amount of present and future Class 5 GST Asbestos Claims alleging mesothelioma is no more than $125 million, see In re Garlock Sealing Technologies LLC, 504 B.R. 71, 97 (Bankr. W.D.N.C. 2014), and the Plan would provide a multiple of that amount, $480 million, to resolve Asbestos Claims. Under the Plan, GST Asbestos Claimants would receive settlement amounts that exceed the estimated allowed amounts of their claims, which is all that claimants would be entitled to receive in a Chapter 7 case.

The Estimation Opinion did not include the Class 5 Allowed GST Asbestos Claims for diseases other than mesothelioma, but the Bankruptcy Court observed, and Debtors believe the evidence would prove, that the Allowed Amounts of any non-mesothelioma GST Asbestos Claims are relatively small compared to mesothelioma claims. These Asbestos Claimants also would receive under the Plan amounts that exceed the Allowed Amounts of their Asbestos Claims.

All Class 5 Asbestos Claims against Coltec are contingent and unliquidated, and the Allowed Amount of such Claims individually or in the aggregate also has not been estimated. Based on the nature of the products it manufactured, and its history of making no indemnity payments and suffering no adverse verdicts, Coltec believes the Allowed Amounts of Class 5 Asbestos Claims against Coltec are relatively small, both individually and in the aggregate. (See Section 2.5.2 above for a discussion of Coltec’s claims history.) Under the Plan, Coltec Asbestos Claims will be channeled to the Asbestos Trust and paid according to the terms of the CRP. In consequence of these matters Coltec believes holders of Coltec Asbestos Claims would receive more under the Plan than they would likely receive in a liquidation of Coltec under Chapter 7.

The Committee and FCR disagree with Debtors’ liquidation analyses and their reliance

on the Estimation Opinion. The Committee and FCR believe the Estimation Opinion was incorrect. Further, the Committee and FCR do not believe the Estimation Opinion would apply to determine or limit the Debtors’ liabilities to Asbestos Claimants in Chapter 7 liquidation proceedings; those liabilities would be determined, instead, under the rules, doctrines, and procedures of the tort system.

Nevertheless, the Committee and FCR agree with Debtors that the Plan serves the best

interests of creditors because, measured as of the Effective Date of the Plan, meritorious Asbestos Claims will be paid no less under the Plan than if the Debtors were liquidated under Chapter 7. The Committee and FCR’s conclusion rests on such considerations as (1) the number and nature of Asbestos Claims already pending against the Debtors and those predicted to arise against them over a period of several decades, (2) the high costs that would be sustained in attempting to resolve the Asbestos Claims in a Chapter 7 liquidation, (3) the inability of the trustee in a Chapter 7 proceeding to make any distributions to creditors until all assets of the Debtors’ estates were reduced to cash and all of the estates’ liabilities were liquidated, and the resulting time-value discounts that would apply, (4) the unavailability under Chapter 7 of a section 524(g) channeling injunction or other reliable and satisfactory means of making provision for future Asbestos Claimants, (5) the deep discounts that would be absorbed in


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converting GST’s assets to cash in a Chapter 7 liquidation (to the extent that those assets would be saleable at all under the cloud of potential successor liability), and (6) the unlikelihood that Coltec would contribute substantial funding to resolve GST Asbestos Claims or Anchor Claims in a Chapter 7 liquidation.

7.5 INFORMATION ABOUT CORPORATE GOVERNANCE, OFFICERS,

AND DIRECTORS OF REORGANIZED DEBTORS

7.5.1 Management Compensation and Incentive Program

The Debtors’ current officers and directors are disclosed on the attached Exhibit 4 to the Disclosure Statement. The Debtors anticipate that the officers and directors of the Reorganized Debtors will be the same as the current officers and directors of the Debtors, but unanticipated changes may occur. Pursuant to Bankruptcy Code § 1129(a)(5), the Debtors will disclose, prior to the Confirmation Hearing, the identity of any individuals proposed to serve, after confirmation of the Plan, as a director or officer of any Reorganized Debtor to the extent they differ from those shown on Exhibit 4.

Currently, the total compensation package that the Debtors’ officers and key employees receive includes base salary, annual bonus opportunities, long-term Cash incentives and other benefits. These packages and benefits are described in more detail in the Debtors’ motion for authorization to continue certain employee benefit programs (Docket No. 42).

Debtors anticipate that the total compensation for the Reorganized Debtors’ directors, officers and key employees after confirmation will continue to include base salary, annual bonus and long-term stock and Cash incentives and other benefits in accordance with the ordinary business policies of the Debtors.

7.5.2 Prospective Officer and Director Insurance

Pursuant to Section 7.2.2 of the Plan, the Reorganized Debtors shall continue in force, purchase and extend the coverage period of directors and officers liability insurance with regard to any liabilities, losses, damages, claims, costs and expenses they or any current or former officer or director of any of the Debtors may incur, including but not limited to attorneys’ fees, arising out of or due to the actions or omissions of any of them or the consequences of such actions or omissions, including, without limitation, service as an officer or director or liquidating trustee of any subsidiary of a Debtor, other than as a result of their willful misconduct or lack of fraud. Each such policy shall cover each current and former officer or director of any of the Debtors. Further, pursuant to Section 7.2.2 of the Plan, the Reorganized Debtors have an obligation to indemnify these parties for certain payments covered by the tail insurance. Therefore, without such insurance, if the Reorganized Debtors’ current and/or former directors, officers and/or employees were sued after the Effective Date, the Reorganized Debtors could be required to satisfy such indemnification claims.

8. IMPORTANT CONSIDERATIONS AND RISK FACTORS

Holders of Claims who are entitled to vote on the Plan should read and carefully consider the following factors, as well as the other information set forth in this Disclosure Statement,


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before deciding whether to vote to accept or reject the Plan. The following disclosures are not intended to be inclusive and should be read in connection with the other disclosures contained in this Disclosure Statement and the Exhibits hereto. You should consult your legal, financial, and tax advisors regarding the risks associated with the Plan and the distributions you may receive thereunder.

8.1 RISKS RELATED TO THE DEBTORS’ BUSINESS AND THESE CHAPTER 11 CASES

8.1.1 Certain Risks Associated with the Chapter 11 Cases

Creditors may object to the classification of their Claims and/or oppose Confirmation of the Plan. There can be no assurance that the requisite acceptances for confirmation of a Chapter 11 plan will be received or that the Bankruptcy Court will confirm the Plan. If the Plan is not confirmed, it is unclear what Distributions the Holders of Allowed Claims will receive with respect to their Allowed Claims, or the timing of receipt of such Distributions, as it is unclear whether a confirmable alternative plan can be proposed by another party to these Chapter 11 Cases. If the Plan is not confirmed, Debtors may propose the Second Amended Plan or another plan that treats Asbestos Claims less favorably. Or, if the Plan is not confirmed and an alternate reorganization plan is not confirmed, it is possible that Debtors would have to liquidate, in which case it is possible that the Holders of Allowed Claims or Asbestos Claims could receive substantially less favorable treatment than they would receive under the Plan.

8.1.2 Risks Relating to the Projections

The Debtors have prepared projections set forth on Exhibit 3 to the Disclosure Statement in connection with the development of the Plan and to present the projected effects of the Plan and the projected results of operations following the Effective Date of the Plan. These projections assume the Plan and transactions contemplated thereby will be implemented in accordance with their terms. Although Debtors believe the projections are reasonable, based upon independent, third-party economic forecasts of the regions in which they sell their products, the assumptions and estimates underlying such projections are inherently uncertain and are subject to, among other factors, business, economic, legislative, and competitive risks and uncertainties that could cause actual results to differ materially from those projected. Such uncertainties and other factors include approval by the Bankruptcy Court of the Plan and potential objections of third parties. Accordingly, the projections herein are not necessarily indicative of the future financial condition, results of operations, or equity value of the Debtors, which may vary materially from those projections. Although the Financial Projections represent management’s view based upon current known facts and assumptions about the future operations of the Reorganized Debtors, there is no guarantee by the Debtors, their advisors, or any other person that the Financial Projections will be realized. However, Debtors believe they can make all payments required under the Plan even if Debtors do not achieve the projected results. Based on the financial disclosures of the Debtors, Coltec, and EnPro, the Committee and the FCR believe it is very likely all payments required under the Plan can be made, even if the projections turn out to be optimistic.


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8.1.3 Risks Relating to the Value of the Reorganized Debtors

Because of the nature of Debtors’ industries, and a variety of other factors, including without limitation, those set forth below, the Reorganized Debtors’ operations could be adversely affected, and the ultimate recovery to the creditors is uncertain and cannot be predicted. Risks facing the Reorganized Debtors’ operations include, without limitation:

• cyclical markets affected by general global economic conditions, particularly in North America and Europe;

• a prolonged and severe downward economic cycle;

• pricing and other competitive pressures;

• significant increases in expenses, including raw material, energy, product development, sales and marketing and labor costs, including pension and healthcare expenses;

• a material adverse change in relations with employees and/or labor unions;

• deteriorations in relationships with key independent agents or distributors;

• the inability to invest adequately in the business or to develop new products;

• the inability to gain customer acceptance, or slower than anticipated acceptance, of new products or product enhancements;

• technological breakthroughs rendering a product, a class of products, or a line of business obsolete;

• the inability to adapt to other improvements made by direct or indirect competitors;

• the acquisition (through theft or other unlawful means) or use by others of the Reorganized Debtors’ proprietary technology and other know-how;

• changes in the replacement cycle for certain products resulting from improved product quality or improved maintenance;

• significant increases in product liability claims or costs;

• political and economic instability in non-US markets;

• material adverse changes in currency exchange rates (in particular, the U.S. dollar to Euro exchange rate);

• consolidation of major customers, which could increase customer purchasing power, thereby putting pressure on operating profits;

• loss of senior management and other key employees;


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• greater than expected liabilities for environmental remediation;

• difficulties collecting insurance; and

• numerous other risks, including rising healthcare costs, adverse changes in tax rates, environmental laws, or other regulatory requirements, acts of hostility or war, work stoppages or other unforeseen business interruptions.

As noted in Section 8.1.2, above, the Debtors believe they have ample assets from which to pay all amounts required under the Plan, even if one or more of the above risk factors adversely affects the performance of the Reorganized Debtors’ business operations after the Effective Date.

8.1.4 Leverage, Liquidity, and Capital Requirements

The Debtors’ principal sources of liquidity following their emergence from bankruptcy will be net proceeds generated by business operations, payments on the Coltec Note and the Stemco Note (in the case of Reorganized GST), and collection of insurance. While the Debtors believe that they will have adequate liquidity to meet Plan funding and operational requirements following the Effective Date of the Plan, no assurances can be had in this regard.

8.1.5 Certain Risks of Non-Occurrence of the Effective Date

The consummation of the Plan is subject to certain conditions. There can be no assurance that all of the conditions necessary for the Plan to become “Effective” will be met. If the Plan were not to be consummated or become “Effective,” it is unclear whether the transactions outlined in the Plan could be implemented and what distribution Holders of Claims or Interests ultimately would receive with respect to their Claims or Interests. If an alternative plan of reorganization could not be confirmed, it is possible that the Debtors could have to liquidate their assets.

8.1.6 Prolonged Continuation of the Chapter 11 Cases May Harm the Debtors’ Business

The prolonged continuation of these Chapter 11 Cases may adversely affect the Debtors’ business and operations. So long as the Chapter 11 Cases continue, senior management of the Debtors may be required to spend a significant amount of time and effort dealing with the Debtors’ reorganization instead of focusing exclusively on business operations. In addition, the longer the Chapter 11 Cases continue without a confirmed plan, the more likely it is that the Debtors’ employees, customers, and suppliers may lose confidence in the Debtors’ ability to successfully reorganize their business and seek alternative commercial options. Further, so long as the Chapter 11 Cases continue without a confirmed plan, the Debtors will incur substantial costs for professional fees and expenses associated with the proceedings.

8.1.7 Risks Relating to Coltec’s Chapter 11 Filing

In the event the requisite vote to accept the Plan is not received from the Class 5 Claimants, then the Coltec Restructuring will not be consummated, no Chapter 11 case will be


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filed by OldCo, and the Plan’s proposal for payment of Coltec Asbestos Claims will not be realized.

8.1.8 Risks of Non-Confirmation of the Plan

If the Plan is not confirmed, it is unclear what distributions, if any, the Holders of Allowed Claims would receive with respect to their Allowed Claims, or the timing of such distributions. If the Plan is not confirmed and an alternate reorganization plan could not be confirmed, it is possible that the Debtors would have to liquidate their Assets.

8.1.9 Risk of Post-Confirmation Default

At the Confirmation Hearing, the Court will be required to make a judicial determination that the Plan is feasible, but that determination does not serve as any guarantee that there will not be any post-confirmation defaults. The Debtors believe that the cash flow generated from operations, insurance proceeds, and Cash on hand will be sufficient to meet the Reorganized Debtors’ operating requirements and other post-confirmation obligations under the Plan. The Reorganized Debtors’ projected operating cash flow is set forth in the Debtors’ prospective financial information that is included as Exhibit 3 to the Disclosure Statement.

8.1.10 Objections to Claims

Except as otherwise provided in the Plan and the Final DIP Order (Docket No. 226), the Debtors reserve the right to object to the amount or classification of any Claim or Equity Interest deemed Allowed under the Plan, except for Asbestos Claims. Asbestos Claims will not be subject to such objections because they will not be “Allowed.” Rather, they will be channeled to the Asbestos Trust for processing and, if eligible, payment under the CRP. The estimates set forth in this Disclosure Statement cannot be relied on by any Holder of a Claim or Equity Interest where such Claim or Equity Interest is subject to an objection.

8.1.11 Risk Regarding the Solvent Insurance Carriers

Debtors’ ultimate recovery of insurance proceeds may be affected by the financial status of the remaining solvent insurance carriers. In addition, it is uncertain whether or how much Debtors will be able to recover from the Additional Coltec Insurance.

8.2 RISK FACTORS AFFECTING THE ASBESTOS TRUST

The Trust will be funded with assets worth, in the aggregate, $480 million within one year after the Effective Date. The Maximum Settlement Values and Medical Information Factors along with other factors determine the settlement offers given to Asbestos Claimants under the CRP. Subject to the requirements of the Term Sheet and the CRP, the parties have agreed on preliminary Maximum Settlement Values and Medical Information Factors for Disclosure Statement purposes. The Asbestos Trustee, however, will have full authority to set Maximum Settlement Values and Medical Information Factors, in consultation with his own experts, before the Trust begins paying claims. Furthermore, the CRP permit the Trustee to adjust the Maximum Settlement Values and Medical Information Factors over time to ensure equal treatment of present and future Asbestos Claimants. Thus, there can be no guarantee that Asbestos Claimants


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will receive the settlement offers implied by the Maximum Settlement Values and Medical Information Factors currently contained in the CRP attached to this Disclosure Statement. Conversely, it is possible that the Trustee could increase Maximum Settlement Values and Medical Information Factors over time, in which case Asbestos Claimants could receive settlement offers greater than those implied by the CRP attached to this Disclosure Statement.

9. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

The Plan Proponents believe that the Plan affords the Holders of Claims and Equity Interests the potential for the greatest realization on their Claims and Equity Interests and, therefore, is in the best interest of such Holders. If the Plan is not confirmed, however, the theoretical alternatives include (1) continuation of the pending Chapter 11 Cases, (2) alternative plans of reorganization, or (3) liquidation of the Debtors under Chapter 7 of the Bankruptcy Code.

9.1 CONTINUATION OF THE CHAPTER 11 CASES

If the Debtors remain in Chapter 11 and the Plan, as currently proposed, is not confirmed within the time period projected, the Debtors could continue to operate their businesses and manage their properties as Debtors in Possession. However, the value of assets and cash flow could be affected by the expenses of operating under Chapter 11 of the Bankruptcy Code for a further extended period of time, and significant delay in recoveries for Claimants and Interest Holders could result under any future plan of reorganization.

9.2 ALTERNATIVE PLANS OF REORGANIZATION

If the Plan is not confirmed, it is possible that any other party in interest in the Chapter 11 Cases could attempt to formulate and propose a different plan or plans on such terms, as they may desire. Debtors might propose the Second Amended Plan or an alternative plan that treats Asbestos Claimants less favorably. Such alternative plan would still have to meet the requirements of confirmation. The Plan Proponents believe that the Plan provides the best and quickest potential return to both the Debtors’ Claimants and Equity Interest Holders.

9.3 CHAPTER 7 LIQUIDATION

If the Plan is not confirmed, the Debtors may be forced to liquidate, either through conversion to a case under Chapter 7 of the Bankruptcy Code, or through a dissolution proceeding under state law, or both, since the Chapter 7 trustee may choose to liquidate the Debtors’ assets through a proceeding under Chapter 7 of the Bankruptcy Code, and then commence a dissolution proceeding under North Carolina law.

10. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The following discussion summarizes certain federal income tax consequences of the Plan based upon the IRC, judicial authorities, and current administrative rulings and practices now in effect, all of which are subject to change at any time by legislative, judicial, or administrative action. Any such change could be retroactively applied in a manner that could


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adversely affect the Debtors, Reorganized Debtors, the Asbestos Trust, Holders of Claims, and Holders of Equity Interests.

The tax consequences of certain aspects of the Plan are uncertain due to the lack of applicable legal authority and may be subject to administrative or judicial interpretations that differ from the discussion below. The Debtors have not requested a tax ruling from the IRS. The Debtors may obtain either (a) a private letter ruling establishing the Asbestos Trust is a “qualified settlement fund” pursuant to Section 468B of the IRC, or (b) an opinion of counsel regarding the tax consequences satisfactory to Debtors. However, there can be no assurance the treatment set forth in the following discussion will be accepted by the IRS. Further, the federal income tax consequences may be affected by matters not discussed below. For example, the following discussion does not address state, local or foreign tax considerations that may be applicable; further, it does not address the tax consequences of the Plan to certain types of Holders of Claims or Equity Interests, creditors, and stockholders (including foreign persons, financial institutions, life insurance companies, tax-exempt organizations, and taxpayers who may be subject to the alternative minimum tax) who may be subject to special rules not addressed herein.

The discussion set forth below is included for general information only. The Debtors and their counsel and financial advisors are not making any representations regarding the particular tax consequences of confirmation and consummation of the Plan, nor are they rendering any form of legal or tax advice on such tax consequences. The tax laws applicable to corporations in bankruptcy are extremely complex, and the following summary is not exhaustive.

Except where essential to the context, references to the “Debtors” in Article 10 herein refer to both the Debtors and Reorganized Debtors, collectively.

10.1 FEDERAL INCOME TAX CONSEQUENCES

10.1.1 General Discussion

In general, the Debtors do not expect to incur any substantial tax liability as a result of implementation of the Plan and do not expect to realize any significant amount of cancellation of indebtedness income. Upon consummation of the Plan, the Debtors expect the EnPro consolidated group, which will include the Debtors, to have net operating losses (NOLs) available to carry back to prior years and to offset future taxable income. The Debtors expect the EnPro consolidated group’s NOLs to be enhanced by the contributions to the Asbestos Trust provided for under the Plan.

10.1.2 Deduction of Amounts Transferred to Satisfy Asbestos Claims

The tax treatment of transfers of property by Debtors to the Asbestos Trust will vary depending on the characterization of the trust, e.g., as a “grantor trust” as defined by Section 671 et seq. of the IRC, or as a “qualified settlement fund” (“QSF”) as defined by Treasury Regulation Section 1.4681B-1 et seq. Debtors currently expect that the Asbestos Trust will be treated as a QSF for federal income tax purposes, meaning the Debtors should be entitled to an immediate deduction for cash and the fair market value of property contributed by the Debtors to the Asbestos Trust.


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10.1.3 Cancellation of Debt Income

Under the IRC, a taxpayer generally recognizes gross income to the extent indebtedness of the taxpayer is cancelled for less than the amount owed by the taxpayer, subject to certain judicial or statutory exceptions. The most significant of these exceptions with respect to the Debtors is that taxpayers who are operating under the jurisdiction of a federal bankruptcy court are not required to recognize such income. In that case, however, the taxpayer must reduce its tax attributes, such as its NOLs, general business credits, capital-loss carryforwards, and tax basis in assets, by the amount of the cancellation of indebtedness income (“CODI”) avoided. Debtors do not expect to realize any significant CODI upon consummation of the Plan because the Debtors expect that Claimants entitled to Distributions under the Plan will receive cash equal to the total amount of their Allowed Claims (including accrued but unpaid interest), or, if they are Asbestos Claimants, will receive cash equal to the amounts they are entitled to under the CRP.

10.1.4 Net Operating Losses

As a result of deductions that will be generated by contributions to the Asbestos Trust, Debtors expect the EnPro consolidated group, of which Debtors will remain members, to have NOLs. The extent to which a corporation is able to utilize its NOLs after emerging from bankruptcy often depends on Section 382 of the IRC, which generally imposes an annual limitation on a corporation’s use of its NOLs (and may limit a corporation’s use of certain built-in losses if such built-in losses are recognized within a five-year period following an “ownership change,” as defined below) if a corporation undergoes an ownership change. In the instant case, however, there should be no such limit on the use of the EnPro group’s NOLs because neither EnPro, GST, nor Garrison is expected to undergo an ownership change.

10.1.5 Alternative Minimum Tax

In general, a federal alternative minimum tax (“AMT”) is imposed on a corporation’s alternative minimum taxable income (“AMTI”) at a 20% rate to the extent AMT exceeds the corporation’s regular federal income tax for the year. AMTI is generally equal to regular taxable income with certain adjustments. For purposes of computing AMTI, certain tax deductions and other beneficial allowances are modified or eliminated. In particular, a corporation generally is entitled to offset no more than 90 percent of its AMTI with NOL carrybacks and carryforwards (as recomputed for AMT purposes). Accordingly, Debtors’ use of their NOLs in both carryback and carryforward years may be subject to limitations for AMT purposes in addition to any other limitations that may apply. Any AMT the Debtors pay generally will be allowed as a nonrefundable credit against their regular federal income tax liability in future years when they are no longer subject to AMT.

10.1.6 Federal Income Tax Consequences to Holders of Claims and the Asbestos Trust

10.1.6.1 Holders of Asbestos Claims

To the extent payments from the Asbestos Trust to Claimants constitute damages on account of personal injuries, such payments should not constitute gross income to such


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Claimants, except to the extent such payments are attributable to medical expense deductions allowed under Section 213 of the IRC for a prior taxable year.

10.1.6.2 Treatment of the Asbestos Trust

The Debtors expect the Asbestos Trust will be a QSF for federal income tax purposes. As a QSF, the Asbestos Trust will be subject to a separate entity level tax on its income at the maximum rate applicable to trusts and estates. In determining the taxable income of the Asbestos Trust, (a) any amounts contributed to the Asbestos Trust will not be taxable income, (b) any sale, exchange or distribution of property by the Asbestos Trust will result in the recognition of gain or loss equal to the difference between the fair market value of the property on the date of the sale, exchange or distribution and the adjusted tax basis of such property, (c) interest income and dividend income will be taxable income, and (d) administrative costs (including state and local taxes) will be deductible. In general, the adjusted tax basis of property received by the Asbestos Trust will be its fair market value at the time of receipt.

10.1.6.3 Consequences to Holders of GST General Unsecured Claims

Pursuant to the Plan, each Holder of a GST General Unsecured Claim will receive cash in full satisfaction and discharge of its Allowed Claim. The Holder of an Allowed GST General Unsecured Claim will recognize gain or loss equal to the difference between (i) the cash received that is not allocable to accrued interest, and (ii) the Holder’s basis in the debt instrument constituting the surrendered Allowed GST General Unsecured Claim. Such gain or loss should be capital in nature (subject to the “market discount” rules described below) and should be long-term capital gain or loss if the debt constituting the surrendered Allowed GST General Unsecured Claim were held for more than one year. To the extent a portion of the cash received in the exchange is allocable to accrued interest, the Holder may recognize ordinary income. See Section 10.1.6.3.1 (Accrued Interest).

10.1.6.3.1 Accrued Interest

To the extent an amount received by a Holder of a surrendered Allowed Claim under the Plan is attributable to accrued interest that was not previously included in the Holder’s gross income, such amount should be taxable to the Holder as interest income.

10.1.6.3.2 Market Discount

Under the “market discount” provisions of Sections 1276 through 1278 of the IRC, some or all of the gain realized by a Holder of a debt instrument constituting an Allowed Claim may be ordinary income (instead of capital gain) to the extent of market discount on the debt instrument. In general, a debt instrument is acquired with market discount if the Holder’s adjusted tax basis in the debt instrument is less than (i) the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest or (ii) in the case of a debt instrument issued with original issue discount of at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity), its adjusted issue price. Any gain recognized by a Holder on the disposition of surrendered debts (determined as described above) that had been acquired with market discount should be ordinary income to the extent of


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the market discount that accrued while such debts were held by the Holder (unless the Holder elected to include market discount in income as it accrued).

10.1.7 U.S. Federal Information Reporting and Backup Withholding

All distributions under the Plan will be subject to applicable federal income tax reporting and withholding. The IRC imposes “backup withholding” (currently at a rate of 28 percent) on certain reportable payments, including interest, to certain taxpayers. A Holder of a Claim may be subject to backup withholding on distributions or payments made pursuant to the Plan unless the Holder (a) comes within certain exempt categories (which generally include corporations) and, when required, so demonstrates, or (b) provides at the applicable disbursing agent’s request a completed IRS Form W-9 (or substitute therefore) on which the Holder includes a correct taxpayer identification number and certifies under penalty of perjury the taxpayer identification number is correct and the taxpayer is not subject to backup withholding because of a failure to report all dividend and interest income. Backup withholding is not an additional federal income tax but merely an advance payment that may be refunded to the extent it results in an overpayment of income tax. A Holder of a Claim may be required to establish an exemption from backup withholding or to make arrangements with respect to the payment of backup withholding. Non-U.S. Holders may be required by the applicable disbursing agent to complete certain IRS forms to establish an exemption from, or a treaty-reduced rate of, withholding on interest distributed pursuant to the Plan.

11. CONCLUSION AND RECOMMENDATION

If you are the Holder of an Asbestos Claim in Class 5, your vote on and support of the Plan is important. The Plan Proponents strongly recommend that you vote in favor and support confirmation of the Plan. The Plan Proponents strongly recommend that all other Holders of Claims and Interests support confirmation of the Plan.

[Signature Pages to Follow]


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Respectfully submitted,

GARLOCK SEALING TECHNOLOGIES LLC:

By: s/Elizabeth Barry Name: Elizabeth Barry Title: Chief Restructuring Officer GARRISON LITIGATION MANAGEMENT GROUP, LTD.:

By: s/Elizabeth Barry Name: Elizabeth Barry Title: General Manager, Vice President, Director

of Finance, Treasurer and Assistant Secretary

THE ANCHOR PACKING COMPANY:

By: /s/Elizabeth Barry Name: Elizabeth Barry Title: Vice President and General Manager COLTEC INDUSTRIES INC (predecessor in interest to OldCo, LLC):

By: /s/Robert S. McLean Name: Robert S. McLean Title: Vice Chairman and Secretary

[SIGNATURES CONTINUED ON NEXT PAGE]


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FUTURE ASBESTOS CLAIMANTS’ REPRESENTATIVE:

By: /s/Joseph W. Grier, III Name: Joseph W. Grier, III AD HOC COLTEC FUTURE ASBESTOS CLAIMANTS’ REPRESENTATIVE:

By: /s/Joseph W. Grier, III Name: Joseph W. Grier, III

OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS:

By: /s/Trevor W. Swett III Name: Trevor W. Swett III Firm: Caplin & Drysdale, Chartered Title: Counsel to the Official Committee of Asbestos Personal Injury Claimants

AD HOC COLTEC ASBESTOS CLAIMANTS COMMITTEE:

By: /s/Trevor W. Swett III Name: Trevor W. Swett III Firm: Caplin & Drysdale, Chartered Title: Counsel to the Ad Hoc Coltec Asbestos Claimants Committee

[Signature Page to Disclosure Statement for Modified Joint Plan of Reorganization]


NOTICE: 11 U.S.C. § 1125(b) PROHIBITS SOLICITATION OF AN ACCEPTANCE ORREJECTION OF A PLAN OF REORGANIZATION IN A PENDING BANKRUPTCYCASE UNLESS A COPY OF THE PLAN OF REORGANIZATION OR A SUMMARYTHEREOF IS ACCOMPANIED OR PRECEDED BY A COPY OF A DISCLOSURESTATEMENT APPROVED BY THE BANKRUPTCY COURT. THIS PROPOSEDDISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THEBANKRUPTCY COURT AND, THEREFORE, THE FILING AND DISSEMINATIONOF THIS PROPOSED DISCLOSURE STATEMENT IS NOT INTENDED TO BE, NORSHOULD IT BE CONSTRUED AS, AN AUTHORIZED SOLICITATION PURSUANTTO 11 U.S.C. § 1125 AND RULE 3017 OF THE FEDERAL RULES OF BANKRUPTCYPROCEDURE. NO SUCH SOLICITATION WILL BE MADE EXCEPT ASAUTHORIZED PURSUANT TO SUCH LAW AND RULES. THIS PROPOSEDDISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL ONLY.

THIS SOLICITATION IS BEING CONDUCTED NOT ONLY WITH RESPECT TO THETHREE DEBTORS IN THE BELOW-CAPTIONED BANKRUPTCY CASE, BUT ALSOBY COLTEC INDUSTRIES INC WITH RESPECT TO A NEW ENTITY NAMEDOLDCO, LLC (WHICH WILL BE A SUCCESSOR BY MERGER TO COLTECINDUSTRIES INC) PRIOR TO ITS FILING OF A VOLUNTARY PETITION UNDERCHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE. BECAUSE NOCHAPTER 11 CASE HAS YET BEEN COMMENCED FOR OLDCO, LLC, THISDISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCYCOURT AS CONTAINING “ADEQUATE INFORMATION” WITHIN THE MEANINGOF SECTION 1125(a) OF THE BANKRUPTCY CODE WITH RESPECT TO OLDCO,LLC. FOLLOWING COMMENCEMENT OF ITS CHAPTER 11 CASE, OLDCO, LLCEXPECTS TO PROMPTLY SEEK AN ORDER OF THE BANKRUPTCY COURTAPPROVING THIS DISCLOSURE STATEMENT AND THE SOLICITATION OFVOTES WITH RESPECT TO OLDCO, LLC. THE ASSETS AND LIABILITIES OFOLDCO, LLC AND THE TRANSACTIONS THAT WILL CREATE OLDCO, LLC AREDESCRIBED IN FULL IN THIS DISCLOSURE STATEMENT.

IN THE UNITED STATES BANKRUPTCY COURTFOR THE WESTERN DISTRICT OF NORTH CAROLINA

Charlotte Division

IN RE:

GARLOCK SEALING TECHNOLOGIESLLC, et al.,


1

Case 17-30140 Doc 28-1 Filed 01/30/17 Entered 01/30/17 17:32:46 Desc Revision Disclosure Statement - Redlined Comparison Page 1 of 111

Debtors.1Chapter 11

Jointly AdministeredIN RE:

OLDCO, LLC, SUCCESSOR BY MERGERTO COLTEC INDUSTRIES INC,

Debtor.


Chapter 11


DISCLOSURE STATEMENT FOR MODIFIED JOINT PLAN OF REORGANIZATIONOF GARLOCK SEALING TECHNOLOGIES LLC, ET AL. AND OLDCO, LLC,

PROPOSED SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC

Dated: June 21,July 29, 2016

RAYBURN COOPER & DURHAM, P.A.

C. Richard Rayburn, Jr. (N.C. Bar No. 6357)Albert F. Durham (N.C. Bar No. 6600)John R. Miller, Jr. (N.C. Bar No. 28689)

1200 Carillion, 227 West Trade StreetCharlotte, NC 28202Telephone: (704) 334-0891

Counsel to the Debtors Garlock SealingTechnologies, LLC, Garrison LitigationManagement Group, Ltd., and The AnchorPacking Company

ROBINSON, BRADSHAW & HINSON, P.A.

Garland S. Cassada (N.C. Bar No. 12352)Jonathan C. Krisko (N.C. Bar No. 28625)Richard C. Worf (N.C. Bar No. 37143)

101 North Tryon Street, Suite 1900Charlotte, NC 28246Telephone: (704) 377-2536

Special Corporate and Litigation Counsel tothe Debtors Garlock Sealing TechnologiesLLC, Garrison Litigation Management Group,Ltd., The Anchor Packing Company, andOldCo, LLC

ORRICK, HERRINGTON & SUTCLIFFE,LLP

Jonathan P. Guy

GRIER FURR & CRISP, PA

A. Cotten Wright (N.C. Bar No. 28162)

1 The debtors in these jointly administered cases are Garlock Sealing Technologies LLC; Garrison Litigation Management Group, Ltd.; and The Anchor Packing Company. This solicitation is also being conducted by Coltec Industries Inc pursuant to Sections 1125(g) and 1126(b) of the Bankruptcy Code and Rule 3018(b) of the Federal Rules of Bankruptcy Procedure with respect to OldCo, LLC which, in the event this Plan is accepted by the requisite numbers of claimants in Class 5, will become a successor by merger to Coltec Industries Inc and commence a bankruptcy case that will be jointly administered under Case No. 10-BK-31607. The term “Debtors” includes OldCo, LLC.

2


Gregory D. Beaman

1152 15th Street, NWWashington, DC 20005Telephone: (202) 339-8400

Counsel for Joseph W. Grier, III, FutureAsbestos Claimants’ Representative and AdHoc Coltec Future Asbestos Claimants’Representative

101 North Tryon Street, Suite 1240Charlotte, NC 28246Telephone: (704) 375-3720

Counsel for Joseph W. Grier, III, FutureAsbestos Claimants’ Representative and AdHoc Coltec Future Asbestos Claimants’Representative

CAPLIN & DRYSDALE, CHARTERED

Elihu InselbuchTrevor W. Swett IIIJeffrey A. Liesemer

One Thomas Circle, N.W.Washington, D.C. 20005Telephone: (202) 862-5000

Counsel for the Official Committee of AsbestosPersonal Injury Claimants and the Ad HocColtec Asbestos Claimants Committee

MOON WRIGHT & HOUSTON, PLLC

Travis W. Moon (N.C. Bar No. 3067)Richard S. Wright (N.C. Bar No. 24622)

227 West Trade St., Suite 1800Charlotte, NC 28202Telephone: (704) 944-6560

Counsel for the Official Committee of AsbestosPersonal Injury Claimants and the Ad HocColtec Asbestos Claimants Committee

PARKER POE ADAMS & BERNSTEIN, LLP

Daniel G. Clodfelter (N.C. Bar No. 7661)Ashley A. Edwards (N.C. Bar No. 40695)

Three Wells Fargo Center401 South Tryon Street, Suite 3000Charlotte, NC 28202Telephone: (704) 335-9054

Counsel to OldCo, LLC, Successor By MergerTo Coltec Industries Inc

3


SUMMARY OF THE PLAN OF REORGANIZATIONAND THE CLAIMS RESOLUTION PROCEDURES

A. What Is the Plan and How Did It Come to Be?

Garlock Sealing Technologies LLC, Coltec Industries Inc, the Official Committee ofAsbestos Personal Injury Claimants, and the Future Asbestos Claimants’ Representative, alongwith other Plan Proponents, have reached a comprehensive settlement permanently resolvingpresent and future asbestos personal injury claims (the “Comprehensive Settlement”). TheComprehensive Settlement is incorporated into the Modified Joint Plan of Reorganization ofGarlock Sealing Technologies LLC, et al. and OldCo, LLC, proposed successor by merger toColtec Industries Inc (the “Plan”), attached as Exhibit 1 to this Disclosure Statement. The PlanProponents are soliciting votes for acceptance of the Plan. Please refer to Article 1 of the Plan fordefinitions of terms used but not defined in this Disclosure Statement. Please note that thedescription of the Plan in this Disclosure Statement is provided for summary purposes only. If thereis any inconsistency between the Plan and the descriptions of the Plan in the Disclosure Statement,the terms of the Plan will govern. You should read the entire Plan and its exhibits in order tounderstand its terms.

The Plan Proponents are the following parties:

Garlock Sealing Technologies LLC (“GST”), Garrison Litigation Management Group, Ltd.(“Garrison”), and The Anchor Packing Company (“Anchor”), who are debtors in theabove-captioned bankruptcy case.

OldCo, LLC (“OldCo”), a proposed successor by merger to Coltec Industries Inc, parent ofGST and Garrison. OldCo will file (but has not yet filed) a Chapter 11 Case as an integralpart of the Comprehensive Settlement. That filing is contingent upon acceptance of the Planby Asbestos Claimants, as described more fully below. As a result, certain holders ofClaims against Coltec Industries Inc are being solicited through this Disclosure Statementprior to OldCo’s Chapter 11 filing. Also prior to such Chapter 11 filing, Coltec IndustriesInc will undergo the “Coltec Restructuring,” a corporate restructuring, described morefully below, which is an integral part of the settlement embodied in the Plan and is alsocontingent upon acceptance of the Plan by Asbestos Claimants. For the sake ofconvenience, the term “Coltec” in this Disclosure Statement and the Plan refers to ColtecIndustries Inc prior to the Coltec Restructuring and refers to OldCo subsequent to theColtec Restructuring. “Debtors” refers to GST, Garrison, Anchor, and OldCo and“Existing Debtors” refers to GST, Garrison, and Anchor (but not Coltec).

The Official Committee of Asbestos Personal Injury Claimants (“Committee”), which isthe official committee of creditors appointed to represent the interests of holders of currentGST Asbestos Claims in the above-captioned bankruptcy case.

The Ad Hoc Coltec Asbestos Claimants Committee (“Ad Hoc Coltec Committee”), whichis the ad hoc committee for persons holding present Coltec Asbestos Claims, and whichnegotiated on behalf of Coltec Asbestos Claimants in the negotiations that led to the Plan.Following OldCo’s Chapter 11 filing, one or more Coltec Asbestos Claimants whose

i


attorneys participated on the Ad Hoc Coltec Committee will be appointed to theCommittee.

The Future Asbestos Claimants’ Representative (“FCR”), who is Joseph W. Grier, III,appointed in the above-captioned bankruptcy case as the legal representative to representthe interests of, appear on behalf of, and be a fiduciary to the holders of future GSTAsbestos Claims.

The Ad Hoc Coltec Future Claimants’ Representative, also Mr. Grier, who served as therepresentative of holders of future Coltec Asbestos Claims during the negotiations that ledto the Plan. The Plan Proponents will support Mr. Grier’s official appointment asrepresentative for holders of future Coltec Asbestos Claims in OldCo’s Chapter 11 Case,and “FCR” in this Disclosure Statement refers to Mr. Grier in both capacities.

The Plan will result in a permanent resolution of all asbestos personal injury claims againstGST, Garrison, and Coltec (defined in the Plan as “GST Asbestos Claims” and “Coltec AsbestosClaims,” and together, “Asbestos Claims”) other than certain Foreign Asbestos Claims asdescribed below. The resolved Asbestos Claims are referred to as “Channeled Asbestos Claims”in this Disclosure Statement. The Plan will establish a trust under Section 524(g) of the BankruptcyCode (as defined in the Plan, the “Asbestos Trust,” also referred to as the “Settlement Facility”)to process and pay Channeled Asbestos Claims pursuant to Claims Resolution Procedures (“CRP”)attached as Exhibit B to the Plan. In exchange for funding the Asbestos Trust, GST, Coltec,Garrison, and certain additional parties (defined as “Asbestos Protected Parties”) will beprotected by an injunction (defined in the Plan as the “Asbestos Channeling Injunction”) that willprohibit assertion of Channeled Asbestos Claims against those parties. The Asbestos ProtectedParties are described more fully below.

The effect of “channeling” Asbestos Claims to the Trust through the Asbestos ChannelingInjunction is that they may only be pursued through, and paid from, the Asbestos Trust. ChanneledAsbestos Claims may not be asserted against the Reorganized Debtors (i.e., Reorganized GST,Reorganized Garrison, and Reorganized Coltec) or any of the other Asbestos Protected Parties.

The Asbestos Trust will be funded with cash and securities totaling $480 million, consistingprincipally of (a) $400 million in cash delivered on the day immediately preceding the EffectiveDate, (b) an option to acquire EnPro Industries, Inc. stock having a value of $20 million,exercisable one year after the Effective Date; and (c) $60 million in cash delivered to the Trustwithin one year of the Effective Date. The Asbestos Trust will be administered by a Trustee, Mr.Lewis R. Sifford. The Asbestos Trust will be solely responsible for paying Channeled AsbestosClaims, as well as the expenses of the Asbestos Trust.

Holders of Asbestos Claims in Class 5 are the only claimants whose rights are impaired bythe Plan. Accordingly, Class 5 is the only Class of Claims that will vote on the Plan. The rights ofall other Classes of Claims are not impaired by the Plan, and holders of such Claims will not voteon the Plan.2

2 In addition, Class 9 GST/Garrison Equity Interests are impaired and will vote on the Plan. They are held by Coltec and will accept the Plan.

ii


As described in detail below, the Plan follows almost six years of vigorously contestedlitigation and is the result of months of negotiations among the Plan Proponents, which resulted ina Term Sheet for Permanent Resolution of All Present and Future GST Asbestos Claims and ColtecAsbestos Claims on March 17, 2016 (the “Term Sheet,” attached as Exhibit 2 to this DisclosureStatement, without its exhibits). In addition to the Plan Proponents, the ultimate parent of theDebtors, EnPro Industries, Inc. (“EnPro”) is a party to the Term Sheet. The Plan supersedes theSecond Amended Plan of Reorganization (the “Second Amended Plan”), which was proposed byGST, Garrison, and Anchor and supported by the FCR, but was opposed by the Committee andrejected by the class of holders of current GST Asbestos Claims. A hearing previously scheduledfor June 2016 to consider confirmation of the Second Amended Plan over the rejection by the classof current holders of GST Asbestos Claims will not take place since the Second Amended Plan hasbeen superseded by the Plan described in this Disclosure Statement.

From the perspective of holders of Asbestos Claims, the Plan improves upon the SecondAmended Plan in numerous respects. The Plan provides $480 million in guaranteed funding forAsbestos Claims, whereas the Second Amended Plan provided only $327.5 million in guaranteedfunding for Asbestos Claims. The Second Amended Plan also provided $30 million for resolvingAsbestos Claims by litigation, as well as $132 million (nominal) in contingent contributions forsuch litigation. But claimants who chose to litigate would only be paid if they obtained a judgment,litigation costs would also have been paid from the litigation fund, and the $132 million would onlyhave become available as necessary over a 40-year period according to a fixed schedule. The $480million in the Asbestos Trust under the Plan will also pay Coltec Asbestos Claims, which wouldnot have been paid under the Second Amended Plan. The Plan Proponents and their experts believe that the increased funding is large enough that claimants will receive higher payments under the Plan than they would have received under the Second Amended Plan. In addition, more claimantsare eligible for payments under the Plan than under the Second Amended Plan because, forexample, the Plan provides for settlement offers and payments to claimants alleging certain cancersother than mesothelioma, lung cancer, and laryngeal cancer, and also pays claimants allegingnon-any one of three degrees of asbestosis (severe asbestosis, disabling asbestosis, and non-disabling asbestosis). Debtors also support the Plan, which will bring certainty and finality totheir responsibility for Asbestos Claims, and will avoid further protracted and costly litigation inthe Garlock bankruptcy case.

If the Plan is not confirmed, all parties have reserved all of their rights to pursue alternativecourses of action in the Chapter 11 Cases. Accordingly, if the Plan is not confirmed, Debtors mightseek confirmation of the Second Amended Plan over the objection of current Asbestos Claimants.Alternatively, it may not be possible to confirm a plan of reorganization, in which case GST mightbe liquidated (as explained in detail below). The Plan Proponents believe that the Plan is better forAsbestos Claimants than any of these options.

For all of these reasons, the Plan Proponents, including the Committee and the FCR asrepresentatives of Asbestos Claimant constituencies, strongly recommend that AsbestosClaimants in Class 5 vote to accept the Plan.

B. How Will the Asbestos Trust Be Funded?

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The Asbestos Trust will be mostly funded on the Plan’s Effective Date and fully fundedwithin one year after that date, with assets worth $480 million as a result of the followingcontributions:

On the day immediately preceding the Effective Date:

GST or Garrison will transfer $370 million in Cash to the Asbestos Trust;o

Coltec will transfer $30 million in Cash to the Asbestos Trust; ando

Coltec, EnPro, and the Asbestos Trust will enter into an Option andoRegistration Rights Agreement granting an Option that will entitle theAsbestos Trust to purchase for one dollar, on or after the first anniversaryof the Effective Date, the number of shares of EnPro common stockhaving a trading value equal to $20 million. The Option will give Debtorsthe right to call the Option for $20 million in cash on any date prior to thefirst anniversary of the Effective Date and will give the Asbestos Trust theright to put the Option for $20 million in cash on the day prior to the firstanniversary of the Effective Date. Other details of this Option aredescribed below.

On or before the first anniversary of the Effective Date, Coltec will transfer $60million in Cash to the Asbestos Trust (the “Deferred Contribution”).

The Deferred Contribution will be guaranteed by EnPro and will be secured by afirst-priority lien on or security interest in 50.1% of the GST/Garrison Equity Interests, whichwill be released once the Deferred Contribution has been paid in full.

In addition to these contributions, as described in more detail below, the Asbestos Trustmay become entitled to additional consideration if Coltec’s insurance recoveries exceed a certainlevel.

C. How Will Asbestos Claimants Receive Distributions from the Asbestos Trust?

The Asbestos Trust will process and pay Channeled Asbestos Claims (if they are entitled topayment) under procedures and criteria contained in the CRP referenced above. The purpose of theCRP is to generate settlement offers that are fair, expeditious and properly reflective of the injuriesallegedly caused by exposure to asbestos fibers or dust from Coltec Products or GST Products, andto ensure that over the life of the Asbestos Trust, present and future Asbestos Claims are treatedfairly and equitably in all matters, including the payment of settlement amounts that are as equal aspossible to other payments for similarly situated claimants in the same disease category. Pursuantto the Asbestos Channeling Injunction and related Plan provisions, the Asbestos Trust will assumeresponsibility for Channeled Asbestos Claims, and the Debtors, Reorganized Debtors, and otherAsbestos Protected Parties will have no further responsibility for Channeled Asbestos Claims andwill be protected from such claims.

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The CRP were the subject of extensive negotiation by the Plan Proponents during theperiod that led to execution of the Term Sheet. The CRP contain a full description of the criteriaand procedures the Asbestos Trust will use to pay claims. You should read the entire CRP in orderto understand all of these requirements. Below is a summary of the key provisions of the CRP thatwill be of greatest relevance to most Asbestos Claimants and the settlement offers they will receivefrom the Asbestos Trust.

Asbestos Claimants may submit a Claim for Expedited Claim Review or, if the Claim is anExtraordinary Claim, Extraordinary Claim Review. A Claim will be eligible for ExtraordinaryClaim Review only under special circumstances described below, and will also be subject toadditional verification and documentation requirements.

1. Coltec/GST Product Contact

As an initial matter, to be eligible for any settlement offer, the Asbestos Claimant mustdemonstrate Coltec/GST Product Contact, defined as some combination of Direct GST ProductContact, Direct Coltec Product Contact, Bystander Coltec/GST Product Contact, or SecondaryColtec/GST Product Contact. These definitions require specific kinds of contact with Coltecproducts or GST products that contained asbestos or asbestos-containing components. Theactivities that qualify as Coltec/GST Product Contact are defined in the CRP. For example, DirectGST Product Contact means the hands-on performance of one of the following workplace activitieson a regular basis: (a) grinding, scraping, or wire-brushing of GST asbestos gaskets in the removalprocess; (b) cutting individual gaskets from GST asbestos sheet material; or (c) cutting or removalof GST asbestos packing. A claimant may present only one claim on account of Coltec/GSTProduct Contact, regardless of whether the claimant had contact with Coltec products, GSTproducts, or both.

Claimants alleging diseases other than mesothelioma will have to demonstrate at least sixmonths of Coltec/GST Product Contact. Mesothelioma claimants are not required to demonstratesix months of Coltec/GST Product Contact, but claimants who do not will receive lower offers thanclaimants who do, as described below. For purposes of the six-month duration requirement,Coltec/GST Product Contact while confined to a ship at sea for fifty (50) days will be deemedequivalent to six months of total Coltec/GST Product Contact. Claimants who only experiencedSecondary Coltec/GST Product Contact will receive a settlement offer only if diagnosed withmalignant mesothelioma. Claimants who experienced no Coltec/GST Product Contact, as definedin the CRP, will not receive a settlement offer.

2. Expedited Claim Review

Settlement offers in Expedited Claim Review will be calculated objectively, based on factsabout the Asbestos Claimant and the injured party upon whose alleged injury the Claim is based(the “Injured Party”).

The calculation of an Asbestos Claimant’s Expedited Claim Review settlement offer willbegin with Maximum Settlement Values that are based on the Asbestos Claimant’s occupation andindustry at the time he or she experienced GST Product Contact. These occupations and industries

v


are divided into five Contact Groups, Groups 1-5, defined based on the assumed potentialfrequency and intensity of contact with Coltec Products and/or GST Products in the occupation andindustry. The classification of occupation and industry combinations into Contact Groups iscontained in Appendix IV to the CRP.

Each Contact Group is assigned a Maximum Settlement Value. As described in more detailbelow, subject to the requirements of the Term Sheet and the CRP, the Plan Proponents haveagreed on preliminary Maximum Settlement Values that are contained in the CRP attached to thisfor Disclosure Statement purposes, but the Trustee will have ultimate authority to set MaximumSettlement Values, and moreover, will have authority to change them over time pursuant to theCRP.

An Asbestos Claimant’s Expedited Claim Review offer will be some percentage of theMaximum Settlement Value, as determined by the Claimant’s disease and medical information,demographic characteristics, jurisdiction (in the case of Present Claims), economic loss, law firm(in the case of Present Claims), and duration of activity or activities in which Coltec/GST ProductContact occurred.

a. Medical Information Factor

The following diseases are compensated under the CRP: malignant mesothelioma,asbestos-related lung cancer, severe asbestosis, asbestos-related other cancer (colo-rectal,laryngeal, esophageal, pharyngeal, or stomach cancer), disabling asbestosis, andnon-severedisabling asbestosis. Each of the diseases will be assigned a Medical Information Factor,with malignant mesothelioma assigned a factor of 1 and the other diseases assigned lower factors.The higher the Medical Information Factor, the higher the percentage of the Maximum SettlementValue the Claimant will receive. As described in more detail below, subject to the requirements of the Term Sheet and the CRP, the Plan Proponents have agreed on initialpreliminary MedicalInformation Factors for Disclosure Statement purposes, but the Trustee will have ultimate authorityover these factors and the ability to change them over time.

Appendix I to the CRP contains the detailed requirements for each disease, and Claimantswho do not meet those criteria will not receive a settlement offer. Section 6.6 of the CRP alsocontains general requirements concerning the reliability and credibility of medical evidence.

Claimants alleging a non-malignant condition will not be required to release subsequentmalignant claims against the Asbestos Trust, and may assert those subsequent Claims against theAsbestos Trust in accordance with the CRP.

b. Age Factor

Claims based on younger Injured Parties will receive higher settlement offers than Claimsbased on older Injured Parties. The Age Factor will range between 0.7 and 1.4, as described in theCRP, with higher Age Factors receiving higher percentages of the Maximum Settlement Value forthe Contact Group.

c. Life Status Factor

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A Claim based on an Injured Party who is alive at the time the Claim is filed will receive aLife Status Factor of 1.3, and otherwise, a Life Status Factor of 1.

d. Dependents Factor

If the Injured Party does not have a spouse or other dependents at the time the Claim isfiled, the Claim will be assigned a Dependents Factor of 0.8. If the Injured Party has a spouse butno other dependents, the Dependents Factor will be 1, and if the Injured Party has dependents otherthan a spouse who derive at least one-half of their financial support from the Injured Party, theDependents Factor will be 1.4.

e. Economic Loss Factor

The Claimant may, but need not, document the Injured Party’s economic loss related to lossof earnings, pension, social security, home services, medical expenses, and funerary expenses. TheEconomic Loss Factor will range between 1 and 1.4, and the calculation is described in the CRP.

f. Duration of Coltec/GST Product Contact Factor

The Duration Factor will be based on the Injured Party’s time performing the activity oractivities in which the Injured Party experienced Coltec/GST Product Contact, and will rangebetween 0.8 and 1.2, with maximum credit coming at eight years or more of the activity oractivities. For purposes of this factor, time while confined to a ship at sea for 100 days will betreated as the equivalent of one year.

g. Jurisdiction Factor and Law Firm Factor

Present Claimants (i.e., those whose Claims are based on diagnoses dated on or before theEffective Date) who believe that their Jurisdiction (as defined in the CRP) justifies a highersettlement offer from the Asbestos Trust because of the values of historical settlements and verdictsin such Jurisdiction against the Debtors will have an opportunity to provide evidence to that effectto the Asbestos Trust. In addition, Present Claimants who believe that the identity of the law firmrepresenting them justifies a higher settlement offer from the Asbestos Trust because the law firmobtained above-average pre-bankruptcy settlements and verdicts for similarly situated claimsagainst the Debtors will have the opportunity to provide evidence to that effect to the AsbestosTrust. In computing the amount of a settlement offer, the Jurisdiction Factor and the Law FirmFactor will each range between 1 and 1.2, depending on whether the Asbestos Trustee is convincedthat data concerning the Jurisdiction or law firm warrants an upward adjustment. For FutureClaimants (i.e., those whose Claims are based on diagnoses dated after the Effective Date), theJurisdiction Factor and Law Firm Factor will be deemed to be 1.

h. Calculation of Expedited Claim Review offer

The Asbestos Trust will calculate the Expedited Claim Review offer by multiplying theMedical Information Factor, Age Factor, Life Status Factor, Dependents Factor, Economic LossFactor, Duration of Coltec/GST Product Contact Factor, Jurisdiction Factor, and Law Firm Factor;calculating the resulting total as a percentage of what the maximum product of those factors would

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be; and then multiplying that percentage by the appropriate Maximum Settlement Value. If theInjured Party had Coltec/GST Product Contact in more than one Contact Group, the Asbestos Trustwill calculate a separate settlement offer based on the Injured Party’s time in each Contact Group,and will offer the Claimant the highest settlement offer yielded by the calculation. A Claimantalleging mesothelioma who has less than six months of Coltec/GST Product Contact will receive aproportionately reduced settlement offer.

3. Extraordinary Claim Review

A Claim is eligible for Extraordinary Claim Review only if it meets all other requirementsin the CRP and pertains to an Injured Party alleging a malignant disease (i.e., malignantmesothelioma, asbestos-related lung cancer, or other asbestos-related cancer) who crediblydocuments (a) that the Injured Party had a history of extraordinary Coltec/GST Product Contactwith little or no exposure to asbestos from other entities’ products, and (b) that no substantialrecovery has been obtained, or is likely to be obtained, from any source other than the AsbestosTrust. Few, if any, Asbestos Claimants are expected to meet these requirements. The Trustee willdecide whether a Claim is an Extraordinary Claim in the first instance, and any appeal will be to aspecial Extraordinary Claims Panel, whose decision will not be reviewable.

The maximum potential settlement offer for an Extraordinary Claim will be five times theExpedited Claim Review settlement offer. The Trustee will have complete and unreviewablediscretion to determine what percentage of this maximum value the Asbestos Trust will offer for agiven Extraordinary Claim, taking into consideration the number of companies that contributed tothe Injured Party’s exposure to asbestos-containing products.

Claimants electing Extraordinary Claim Review will have to submit additional informationand documentation beyond what is required for Expedited Review. With respect to all claimsasserted against other entities (including other trusts), the Claimant will be required to identify theentity, the date the claim was made, and the amounts of all payments received or to be receivedfrom the entity, and must submit copies of any documents submitted to or served upon the entitycontaining information regarding the Injured Party’s contact with asbestos or asbestos-containingproducts. The Claimant will also have to deliver a continuing authorization to the Asbestos Trustauthorizing all Trusts to release the Claimant’s submissions and disclose the status of any claim.These requirements are to ensure that the Claimant is in fact an Extraordinary Claimant entitled to ahigher recovery. Finally, the Claimant’s attorney (or the Claimant, if pro se) must certify that he orshe has fully investigated the injuries upon which the Claim is based and that no good-faith basisexists to bring a claim against any entity not identified by the Claimant.

4. Maximum Settlement Values and Medical Information Factors

As described above, the settlement offers Asbestos Claimants will get under both ExpeditedClaim Review and Extraordinary Claim Review depend on the Maximum Settlement Values andMedical Information Factors. The Plan Proponents, with advice from their experts,Subject to the requirements of the Term Sheet and the CRP, the parties have agreed toon preliminary MaximumSettlement Values and Medical Information Factors as followsfor Disclosure Statement purposes:

[Insert MSVs for each CG and MIFs for each disease]

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Contact GroupMaximum Settlement

Values

Group 1 $148,000Group 2 $44,400Group 3 $18,500Group 4 $9,250Group 5 $740

The CRP, however, direct the Trustee to perform an independent evaluation of those factors before paying claims, in order to ensure that similarly situated Present and Future Claimants are treated equally

Disease

Medical Information

Factor

Mesothelioma

1.0

Asbestos-Related Lung Cancer

0.25

Severe Asbestosis 0.25Asbestos-Related

Other Cancer0.1

Disabling Asbestosis

0.03

Non-Disabling Asbestosis

0.02

As noted above, the Trustee will ultimately determine the Maximum Settlement Values and Medical Information Factors. Section 2.3 describes the factors the Trustee is to consider, includingall the anticipated Claim payments and expenses of the Asbestos Trust. The Trustee will alsodetermine each year the Maximum Annual Payment, considering many of the same factors, and theTrust’s total payments to Claimants cannot exceed the Maximum Annual Payment in that year.

The Trustee is permitted to lower the Maximum Annual Payment and Maximum SettlementValues if in the course of the year it appears there is a risk of Future Claimants not receivingsettlement offers equal to those of similarly situated Present Claimants. The Trustee more generallywill have the authority to increase or decrease Maximum Settlement Values proportionately overtime to ensure equal treatment of similarly situated Claimants (though any increase will requireconsent by the FCR and Claimants Advisory Committee, described below). Finally, the Trusteewill adjust Maximum Settlement Values upward each year to account for inflation.

5. Trust Claims Payment Ratio

The calculation of Maximum Settlement Values and Medical Information Factors will alsodepend on the Trust Claims Payment Ratio, which governs the allocation of the Asbestos Trust’sassets among the diseases compensated. The Trust Claims Payment Ratio is 85% for Claims basedon malignant mesothelioma, 10% for Claims based on non-mesothelioma malignancies and severe

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asbestosislung cancer, and 5% for Claims based on non-severeother cancer, severe asbestosis, disabling asbestosis, and non-disabling asbestosis. The Trustee will apply the Trust ClaimsPayment Ratio to the Maximum Annual Payment for each year to determine the funds available tocompensate Claims in each disease category. Funds not used in each category in each year will rollover to that category for subsequent years, and if there are insufficient funds in any category in anyyear, the claims will be rolled over to the following year.

The Trustee may not amend the Claims Payment Ratio for five years. After that time, theTrustee may amend the Claims Payment Ratio (or roll funds from one category to another) only toprevent manifest injustice, but a larger-than-predicted number of Claims in Categories B or C willnot constitute manifest injustice.

6. Foreign Asbestos Claims

Foreign Asbestos Claims—defined as Claims based on alleged exposure to asbestos fibersor dust from Coltec Products and/or GST Products that occurred outside the United States and itsterritories and possessions with respect to Injured Parties who are not United States citizens orpermanent residents—generally are not compensable under the CRP. If, however, a Holder of aForeign Asbestos Claim files a lawsuit in the United States, the Asbestos Trust will process theClaim and, if the Foreign Claimant meets the CRP criteria, will offer $100 if the disease alleged ismesothelioma, $50 if the disease alleged is asbestos-related lung cancer or severe asbestosis, $25 ifthe disease alleged is asbestos-related other cancer or disabling asbestosis, and $10 if the diseasealleged is non-severedisabling asbestosis. Foreign Asbestos Claims will be in the same category asnon-severe asbestosis for purposes of the Claims Payment Ratio. The rights of Holders of ForeignAsbestos Claims to recourse and remedies under applicable foreign law outside the United States(to the extent such rights exist) will be unaffected by the Plan, without prejudice to the ReorganizedDebtors’ defenses against any such claims. Debtors have never paid, or even received, a ForeignAsbestos Claim from an individual in a court or other tribunal outside of the United States.

As described in more detail in Section 5.3.6 below, the Plan also contemplates a settlementbetween the Debtors, EnPro, and Garlock of Canada Ltd and the Canadian provincial workers’compensation boards resolving all remedies the Provincial Boards may possess under Canadianlaw or in the United States under U.S. law against these entities or their Affiliates. Approval of thissettlement is a condition to confirmation of the Plan, which is unilaterally waivable by the Debtors.

7. Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims

The CRP also contain procedures governing the payment of GST Asbestos Claims that aresettled and unpaid (“Settled GST Asbestos Claims”), or the subject of judgments (“Pre-PetitionJudgment GST Asbestos Claims”). Pre-Petition Judgment GST Asbestos Claims must have fileda proof of claim on or before the Asbestos Claims Bar Date (or else obtain relief from theBankruptcy Court); the Debtors believe there are only two such Claims (listed on Appendix VII tothe CRP), both based on the same Injured Party. Moreover, the Asbestos Trust will have the rightto appeal those judgments, which will only be paid as judgments if the Asbestos Trust decides notto appeal or the appeal is unsuccessful. The holders of these Claims may, however, pursue theClaims as non-judgment Claims under the CRP.

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The Asbestos Trust will pay Settled GST Asbestos Claims that were filed on or before theSettled Claims Bar Date (or that obtain relief from the Bankruptcy Court) and are either notdisputed by Debtors or otherwise determined by the Trustee to be subject to enforceable settlementagreements. A list of Claims that the Debtors have identified as potentially eligible for payment asSettled GST Asbestos Claims is attached as Appendix VI to the CRP. Holders of alleged SettledGST Asbestos Claims are also free to submit their Claims as non-settled Claims under the CRP.

Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims that areentitled to payment will also be subject to a payment percentage, calculated as described in Section3.5. In addition, total payments on Settled GST Asbestos Claims are limited to $10 million.

There are no Coltec Asbestos Claims that are settled and unpaid or are the subject ofjudgments.

8. Indirect Claims

The CRP also provide for payment of Indirect Claims, i.e., claims asserted as third-partyindemnification, contribution, subrogation, or similar Claims. The criteria for payment of theseClaims are contained in Section 10 of the CRP. Valid Indirect Claims will be subject to the samecriteria and payment provisions as other Asbestos Claims, including, where applicable, compliancewith (or relief from) the Asbestos Claims Bar Date. It appears that no Indirect Claims weresubmitted by the Asbestos Claims Bar Date.

9. Claims Processing

In general, the Asbestos Trust will process Claims on a first-in, first-out (“FIFO”) basis.The CRP contain deadlines by which Asbestos Claims must be filed to be eligible for settlementoffers. The Trustee will be responsible for developing claim forms that satisfy the requirements ofthe CRP. In the event a Claimant accepts a settlement offer made by the Asbestos Trust, theClaimant will be required to execute releases of the Asbestos Trust and other parties, and paymentwill occur in the order releases are received.

To have Claims processed, Claimants must submit filing fees: (a) $100 for Claims based onmalignant mesothelioma, (b) $75 for Claims based on other malignancies or severe asbestosislung cancer, and (c) $50 for Claims based on non-severe asbestosis, other cancer, disabling asbestosis, or non-disabling asbestosis. The fees will be refunded in full to Claimants who receive settlementoffers.

Claimants who do not receive settlement offers under Expedited Claim Review, or whodisagree with their settlement offers, will have the opportunity to pursue binding or non-bindingarbitration, and if that does not resolve the dispute, to file suit against the Asbestos Trust in the tortsystem. As noted above, the Trustee’s decisions regarding Extraordinary Claim offers will not bereviewable by any court; an Extraordinary Claim Review Panel will be created to hear appealsfrom any decision by the Trustee that an Asbestos Claim is not an Extraordinary Claim, but thedecisions of that panel will be final and unreviewable.

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Arbitration awards will be limited to the Maximum Settlement Value for the appropriateContact Group. Judgments in the tort system will also be limited to the Maximum Settlement Valuefor the appropriate Contact Group, and punitive damages will not be paid. Any judgment will bepaid in installments, with the first installment equal to the Asbestos Trust’s final settlement offer orthe award in arbitration (whichever is greater) paid according to the FIFO payment queue, and anybalance paid in years six (6) through ten (10) following the year of the initial payment, withoutinterest.

Finally, the CRP provide the Trustee with extensive powers to audit Claims and take actionin the event of fraudulent filings.

D. How Will the Asbestos Trust Be Administered?

The Asbestos Trust will be administered according to the Trust and Settlement FacilityAgreement attached as Exhibit A to the Plan (the “Trust Agreement”). The Trust Agreement wasalso extensively negotiated by the Plan Proponents, and you should review the Trust Agreementitself for a full understanding of all its provisions.

The Trustee will administer the Asbestos Trust, and will be responsible for holding andinvesting the Asbestos Trust’s assets; paying the Asbestos Trust’s liabilities and expenses; hiringemployees, agents, and experts; and administering the CRP, among other duties.3 The TrustAgreement contains provisions governing succession and compensation of the Trustee. The Trusteewill be entitled to employ attorneys and other professionals.

The Trustee will be advised by a Claimants Advisory Committee (“CAC”) and the FCR.The CAC will consist of nine members, identified on the signature page of the Trust Agreementattached to the Plan, who are attorneys representing asbestos personal injury claimants, includingAsbestos Claimants. The CAC will be responsible for representing the interests of current AsbestosClaimants. The FCR will be Mr. Grier (or any duly appointed successor) and will represent theinterests of future Asbestos Claimants. The Trustee is required to consult with the CAC and FCRregarding certain matters and must obtain the consent of the CAC and FCR with respect to othermatters, including increasing the Maximum Annual Payment or Maximum Settlement Values,changing the Claims Payment Ratio, or increasing the Medical Information Factors. The TrustAgreement contains provisions governing succession of the CAC and FCR, and compensation ofthe FCR (the CAC members will not be compensated except for expenses). The CAC and FCR willbe entitled to employ attorneys and other professionals, whose fees and expenses will be paid bythe Asbestos Trust in accordance with the Asbestos Trust Agreement.

In addition, the Asbestos Trust and the Reorganized Debtors will enter into a CooperationAgreement pursuant to which the Reorganized Debtors will share certain information relating toAsbestos Claims with the Asbestos Trust in the processing, resolution, and defense of AsbestosClaims. The form of Cooperation Agreement is attached as Exhibit C to the Plan, but the Trustee

3 The Asbestos Trust will also have a separate “Delaware Trustee,” a requirement of Delaware law, whose duties will be limited to accepting service of process on behalf of the Asbestos Trust and executing certificates required to be filed under Delaware law.

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will have the opportunity to review and propose changes to the Cooperation Agreement before it isexecuted.

E. How Will Other Classes of Claims and Interests Be Treated?

No classes of Claims or Equity Interests are impaired other than Asbestos Claims (Class5) and GST/Garrison Equity Interests (Class 9).4 All other classes are unimpaired, and they willnot be solicited and will not vote on the Plan. The treatment of Claims other than AsbestosClaims is discussed in more detail below.

Anchor is a dormant company with no assets. Under the Plan, it will be liquidated anddissolved, and holders of Anchor Claims, including holders of asbestos personal injury claimsagainst Anchor, are not expected to recover anything on these Claims.

F. How Will Asbestos Claimants Vote on the Plan?

With respect to Holders of Asbestos Claims in Class 5, the Bankruptcy Code provides thatthe Asbestos Channeling Injunction may be issued under Section 524(g) of the Bankruptcy Codeonly if (a) the Holders of the Asbestos Claims to be channeled under the injunction are classifiedseparately under the Plan, and (b) seventy-five percent (75%) in number of the Holders of theAsbestos Claims in that class who actually vote on the Plan vote to accept the Plan.

As described in more detail below, Asbestos Claimants may vote by individual Ballot orMaster Ballot, and will be temporarily allowed for voting purposes upon meeting certain criteria.The last day to vote to accept or reject the Plan is December 9, 2016. To be counted, yourBallot must be actually received by the Balloting Agent by such date. The record date fordetermining which creditors may vote on the Plan is July 1, 2016.

G. Disclaimers

This Disclosure Statement contains summaries of certain provisions of the Plan,certain statutory provisions, certain documents related to the Plan, certain events in theChapter 11 Cases (or events anticipated to occur in Coltec’s Chapter 11 Case), and certainfinancial information. Although the Plan Proponents believe that the Disclosure Statementand related document summaries are fair and accurate, they are qualified to the extent theydo not set forth the entire text of the Plan, such documents, or any statutory provisions. Theterms of the Plan govern in the event of any inconsistency with this Disclosure Statement. Allexhibits to the Disclosure Statement are incorporated into and are a part of this DisclosureStatement as if set forth in full herein. The statements contained in this Disclosure Statementare made as of the date hereof, unless otherwise specified, and the Plan Proponents disclaimany obligation to update any such statements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:All forward-looking statements contained herein involve material risks and uncertainties and4 Bankruptcy Code § 1124 explains the circumstances under which a plan’s treatment of a class of claims or

equity interests constitutes impairment of those claims or equity interests. Broadly stated, any alteration of a creditor’s or equity interest holder’s legal rights by a plan constitutes impairment.

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are subject to change based on numerous factors, including factors that are beyond theDebtors’ control. Accordingly, the Debtors’ future performance and financial results maydiffer materially from those expressed or implied in any such forward-looking statements.Such factors include, but are not limited to, those described in this Disclosure Statement.Debtors do not undertake to publicly update or revise their forward-looking statements evenif experience or future changes make it clear that any projected results expressed or impliedtherein will not be realized.

Except as otherwise specifically noted, the financial information contained herein hasnot been audited by a certified public accountant and has not necessarily been prepared inaccordance with Generally Accepted Accounting Principles. Although Debtors haveattempted to be accurate in all material respects, the Debtors are unable to warrant orrepresent that all of the information contained in this Disclosure Statement is without error.No representation concerning the Debtors or the value of the Debtors’ assets has beenauthorized by the Bankruptcy Court other than as set forth in this Disclosure Statement orany other Disclosure Statement approved by the Bankruptcy Court. The Plan Proponents arenot responsible for any information, representation, or inducement made to obtain youracceptance, which is other than, or inconsistent with, information contained herein and in thePlan.

For purposes of this Disclosure Statement, the following rules of interpretation shallapply: (i) whenever the words “include,” “includes,” or “including” are used they shall bedeemed to be followed by the words “without limitation,” (ii) the words “hereof,” “herein,”“hereby,” and “hereunder” and words of similar import shall refer to this DisclosureStatement as a whole and not to any particular provision, (iii) section and exhibit referencesare to this Disclosure Statement unless otherwise specified, and (iv) with respect to anydistribution under the Plan, “on” a date means on or as soon as reasonably practicablethereafter.

In connection with solicitation of acceptances of this Plan pursuant to Sections 1126(a)and 1126(b) of the Bankruptcy Code, the Plan Proponents are providing a SolicitationPackage, consisting of the Disclosure Statement, the enclosures hereto, and a Ballot or MasterBallot, as applicable, to each record holder of Claims and Equity Interests eligible to vote asof the voting record date. This Disclosure Statement is to be used by each such eligible holdersolely in connection with its evaluation of the Plan.

Coltec has not yet commenced a reorganization case under Chapter 11 of theBankruptcy Code as of the date of the distribution of this Disclosure Statement. If, however,Class 5 accepts the Plan in requisite numbers, Coltec expects to undertake the out-of-courtColtec Restructuring described in this Disclosure Statement and then file a bankruptcypetition. If Class 5 does not accept the Plan in requisite numbers, Coltec reserves the rightnot to file a bankruptcy petition or engage in the out-of-court Coltec Restructuring asdescribed in this Disclosure Statement.

This Disclosure Statement has been prepared in accordance with Section 1125 of theBankruptcy Code and Rule 3016(c) of the Federal Rules of Bankruptcy Procedure, and notnecessarily in accordance with federal or state securities laws or other non-bankruptcy law.

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This Disclosure Statement was prepared with the intent to provide “adequate information”(as defined in the Bankruptcy Code) to enable Holders of Claims and Equity Interests in theDebtors to make informed judgments about the Plan. By Order dated June __, 2016, theDisclosure Statement was approved by the Bankruptcy Court as containing “adequateinformation” under Bankruptcy Code § 1125 with respect to GST, Garrison, and Anchor.The Bankruptcy Court has not yet approved the Disclosure Statement with respect toColtec. Coltec expects to promptly seek an order of the Bankruptcy Court approving thisDisclosure Statement and the solicitation of votes with respect to Coltec followingcommencement of its Chapter 11 case.

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TABLE OF CONTENTS

Page

1. INTRODUCTION 1

2. DESCRIPTION OF THE DEBTORS, THEIR PRIMARY ASSETS, ANDEVENTS LEADING TO THE FILING OF THESE CASES 1

2.1 GENERAL OVERVIEW OF THE DEBTORS 1General Overview of the Debtors 12.2 THE DEBTORS’ BUSINESSES 2The Debtors’ Businesses 2

2.2.1 GST 22.2.2 Garrison 32.2.3 Coltec 3

2.2.3.1 Coltec’s Business Operations 42.2.3.2 Results of Coltec’s Combined Business Operations 5

2.3 ASSETS OFAssets of GST, GARRISON, AND ANCHORGarrison, and Anchor 82.3.1 Estimated Value of Reorganized GST’s Core Business 82.3.2 Cash 82.3.3 Garlock Insurance 82.3.4 Affiliate Notes 9

2.3.4.1 The Coltec and Stemco Notes and the 2005 CorporateRestructuring 9

2.3.4.2 GST/Garrison Grid Notes 102.3.4.3 Garrison/Anchor Notes 11

2.3.5 Claims and Causes of Action 112.3.5.1 Avoidance Actions and Certain Related Claims Against

Affiliates 112.3.5.2 GST Recovery Actions 132.3.5.3 Maintenance of Causes of Action and Preservation of

All Causes of Action Not Expressly Settled or Released 152.4 LIABILITIES OF GST, GARRISON, AND ANCHOR 16

2.4.1 Non-Asbestos Related Liabilities of GST, Garrison, and Anchor 162.4.1.1 Administrative Claims 162.4.1.2 Secured Claims 162.4.1.3 Priority Claims 162.4.1.4 GST General Unsecured Claims 17

2.4.2 Estimated Liability of GST, Garrison, and Anchor forAsbestos-Related Claims 17

2.4.3 GST’s Asbestos Litigation History 182.4.3.1 GST’s Asbestos-Containing Products 18

2.4.4 Pending GST Asbestos Claims 182.5 ASSETS AND LIABILITIES OF COLTEC 20Assets and liabilities of coltec 20

2.5.1 Assets and Liabilities of Coltec 202.5.1.1 Long-Term Debt 222.5.1.2 Affiliate Notes 22

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TABLE OF CONTENTS(continued)

Page

2.5.1.3 Investment in Subsidiaries 222.5.1.4 Coltec Insurance 232.5.1.5 Other Assets and Liabilities 26

2.5.2 Asbestos Claims Against Coltec Industries Inc 262.5.3 Coltec Restructuring and Assets and Liabilities of Filing Entity

OldCo, LLC 31

3. THE CHAPTER 11 FILINGS 34

3.1 SIGNIFICANT EVENTS DURING THE COURSE OF THE CHAPTER 11 CASES 34Significant Events During the Course of the Chapter 11 Cases 343.1.1 Appointment of Official Creditors Committees and the Future

Claimants’ Representative 353.1.1.1 Official Committee of Unsecured Creditors 353.1.1.2 Asbestos Claimants Committee 353.1.1.3 Representative for Future Asbestos Claimants 35

3.1.2 Employment of Professionals 353.1.3 Adversary Proceeding Obtaining Stay of Asbestos-Related

Litigation Against Non-Debtor Affiliates 373.1.4 Extensions of Exclusivity Period 373.1.5 December 9, 2010 Discovery Order 383.1.6 Order Granting the Existing Debtors’ Motion for Estimation of

Mesothelioma Claims 383.1.7 Estimation Trial and Order Estimating Aggregate Mesothelioma

Liability 383.1.8 Committee’s Motion to Reopen Estimation Record 403.1.9 Committee Discovery Regarding Pre-Petition Transactions 403.1.10 The Debtors’ Initial Plan of Reorganization 403.1.11 The Debtors’ First Amended Plan of Reorganization 403.1.12 The Settlement Agreement with the Future Claimants’

Representative Regarding the Second Amended Plan 403.1.13 Preliminary Confirmation Proceedings on the Now-Superseded

Second Amended Plan 413.1.14 Litigation Moratorium 423.1.15 Ad Hoc Coltec Asbestos Claimants Committee and Discussions

Resulting In Comprehensive Settlement 42

4. IMPORTANT BAR DATES AND DEADLINES 43

4.1 NON-ASBESTOS CLAIMS BAR DATE 43Non-Asbestos Claims Bar Date 434.2 SETTLED GST ASBESTOS CLAIMS BAR DATESettled GST Asbestos

Claims Bar Date 43

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4.3 BAR DATE FOR CERTAIN GST ASBESTOS CLAIMSBar Date For certain GST Asbestos Claims 44

4.4 BAR DATE FOR CERTAIN COLTEC ASBESTOS CLAIMS44bar date for certain coltec asbest4.5 ADMINISTRATIVE CLAIMS BAR DATE 45Administrative Claims Bar Date 454.6 FEE CLAIM BAR DATEFee Claim Bar Date 45

5. SUMMARY OF THE PLAN 46

5.1 OVERVIEW OF THE PLANOverview of the Plan 465.2 CLASSIFICATION AND TREATMENT OF CLAIMS46Classification and Treatment of Claims

5.2.1 Provisions for Payment of Administrative Expense Claims andPriority Tax Claims 46

5.2.2 Classified Claims 475.2.2.1 Class 1. Priority Claims 475.2.2.2 Class 2. Secured Claims 475.2.2.3 Class 3. Workers’ Compensation Claims 485.2.2.4 Class 4. Intercompany Claims 495.2.2.5 Class 5. Asbestos Claims 495.2.2.6 Class 6. GST General Unsecured Claims 495.2.2.7 Class 7. Coltec General Unsecured Claims 505.2.2.8 Class 8. Anchor Claims 505.2.2.9 Class 9. GST/Garrison Equity Interests 505.2.2.10 Class 10. Other Debtor Equity Interests 50

5.2.3 Resolution of Disputed Claims 515.2.4 Distribution on Account of Disputed Claims 51

5.3 IMPLEMENTATION OF THE PLAN 51Implementation of the Plan 515.3.1 Vesting of Assets 515.3.2 Post-Confirmation Management and Corporate Governance Issues 525.3.3 The Asbestos Trust 52

5.3.3.1 Creation of the Asbestos Trust 525.3.3.2 Funding of the Asbestos Trust 535.3.3.3 Assumption of Claims and Demands by the Asbestos

Trust 535.3.3.4 Asbestos Trust Governance 545.3.3.5 Cooperation Agreement 545.3.3.6 Asbestos Insurance Rights 55

5.3.4 Distributions Under the Plan and Delivery of Distributions 565.3.5 Dissolution of Anchor 565.3.6 Conditions to the Consummation of the Plan, Right to Withdraw or

Amend Plan 565.3.7 Merger of Coltec with New Coltec 57

5.4 DISCHARGE, INJUNCTIONS, AND RELEASES57Discharge, injunctions, and releases575.4.1 Discharge 57

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5.4.2 Asbestos Channeling Injunction 585.4.3 Releases and Indemnification 60

5.4.3.1 Settlement and Release by Debtors and ReorganizedDebtors of Avoidance Actions and Other Estate Claims 60

5.4.3.2 Specific Release of Intercompany Asbestos Claims 615.4.3.3 Settlement and Release by Debtors and Estate Parties 615.4.3.4 Settlement and Release of Certain Claims 625.4.3.5 No Actions on Account of Released Claims 625.4.3.6 Indemnification 62

5.5 OTHER PLAN PROVISIONS 63other plan provisions 635.5.1 Modification or Withdrawal of the Plan 635.5.2 General Reservation of Rights 635.5.3 Retention of Jurisdiction 635.5.4 Exculpation 63

6. VOTING AND CONFIRMATION PROCEDURES 64

6.1 VOTING PROCEDURESVoting Procedures 646.2 CONFIRMATION PROCEDURES 66Confirmation Procedures 66

6.2.1 Confirmation Hearing 666.2.2 Objections to Confirmation of the Plan 66

7. REQUIREMENTS FOR CONFIRMATION OF THE PLAN 68

7.1 BANKRUPTCY CODEBankruptcy Code § 1129 GENERALLYGenerally 687.2 VOTE REQUIRED FOR CLASS ACCEPTANCE70Vote Required for Class Acceptance707.3 FEASIBILITY OF THE PLAN 70Feasibility of the Plan 707.4 “BEST INTERESTS” TESTBest Interests” Test 707.5 INFORMATION ABOUT CORPORATE GOVERNANCE, OFFICERS,

AND DIRECTORS OF REORGANIZED DEBTORS72Information about Corporate Governance7.5.1 Management Compensation and Incentive Program 727.5.2 Prospective Officer and Director Insurance 72

8. IMPORTANT CONSIDERATIONS AND RISK FACTORS 72

8.1 RISKS RELATED TO THE DEBTORS’ BUSINESS AND THESE CHAPTER 11 CASES73Risks Related to the Debtors’ Business and these Chapter 11 Cases8.1.1 Certain Risks Associated with the Chapter 11 Cases 738.1.2 Risks Relating to the Projections 738.1.3 Risks Relating to the Value of the Reorganized Debtors 748.1.4 Leverage, Liquidity, and Capital Requirements 758.1.5 Certain Risks of Non-Occurrence of the Effective Date 758.1.6 Prolonged Continuation of the Chapter 11 Cases May Harm the

Debtors’ Business 75

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8.1.7 Risks Relating to Coltec’s Chapter 11 Filing 758.1.8 Risks of Non-Confirmation of the Plan 768.1.9 Risk of Post-Confirmation Default 768.1.10 Objections to Claims 768.1.11 Risk Regarding the Solvent Insurance Carriers 76

8.2 RISK FACTORS AFFECTING THE ASBESTOS TRUST76Risk Factors Affecting the asbestos

9. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THEPLAN 77

9.1 CONTINUATION OF THE CHAPTER 11 CASES77Continuation of the Chapter 11 Cases9.2 ALTERNATIVE PLANS OF REORGANIZATION77Alternative Plans of Reorganization9.3 CHAPTERChapter 7 LIQUIDATIONLiquidation 77

10. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN 77

10.1 FEDERAL INCOME TAX CONSEQUENCES78Federal Income Tax Consequences 7810.1.1 General Discussion 7810.1.2 Deduction of Amounts Transferred to Satisfy Asbestos Claims 7810.1.3 Cancellation of Debt Income 7910.1.4 Net Operating Losses 7910.1.5 Alternative Minimum Tax 7910.1.6 Federal Income Tax Consequences to Holders of Claims and the

Asbestos Trust 7910.1.6.1 Holders of Asbestos Claims 7910.1.6.2 Treatment of the Asbestos Trust 8010.1.6.3 Consequences to Holders of GST General Unsecured

Claims 8010.1.6.3.1 Accrued Interest 80

10.1.6.3.2 Market Discount 80

10.1.7 U.S. Federal Information Reporting and Backup Withholding 81

11. CONCLUSION AND RECOMMENDATION 81

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Exhibit 1 Second Amended Plan of ReorganizationExhibit 2 Term Sheet for Resolution of All Present and Future GST Asbestos Claims and

Coltec Asbestos Claims, dated March 17, 2016 (w/o exhibits)Exhibit 3 Post-Petition Operating Results of GST and Management ForecastExhibit 4 Current Officers and Directors of Debtors

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INTRODUCTION1.

This Disclosure Statement sets forth certain information regarding the Debtors’prepetition history, their material liabilities, the reorganization, and the anticipatedpost-reorganization operations of the Reorganized Debtors. This Disclosure Statement describesthe terms and provisions of the Plan, specifically including the creation of the Asbestos Trustpursuant to Section 524(g) of the Bankruptcy Code to which Channeled Asbestos Claims will bechanneled, with the Reorganized Debtors and other Asbestos Protected Parties receivingpermanent injunctive protection from Asbestos Claims. The Disclosure Statement also describescertain alternatives to the Plan, the effects of confirmation of the Plan, and certain risk factorsassociated with the Plan. In addition, the Disclosure Statement discusses the confirmationprocess and the voting procedures that holders of Claims eligible to vote must follow for theirvotes to be counted.

Although the Plan Proponents believe that the descriptions and summaries contained inthis Disclosure Statement are fair and accurate in all material respects, they are qualified in theirentirety to the extent that they do not set forth the entire text of the documents and statutoryprovisions discussed. Please consult the documents themselves, including the Plan and exhibitsto the Plan, for a full understanding of their contents.

DESCRIPTION OF THE DEBTORS, THEIR PRIMARY ASSETS, AND EVENTS 2.LEADING TO THE FILING OF THESE CASES

GENERAL OVERVIEW OF THE DEBTORS2.1

GST, a North Carolina limited liability company, and Garrison, a North Carolinacorporation, are wholly owned subsidiaries of Coltec, a Pennsylvania corporation. Coltec iswholly owned by EnPro, a North Carolina corporation headquartered in Charlotte, NorthCarolina. EnPro (NPO) shares are traded on the New York Stock Exchange.

Anchor, a North Carolina corporation, is a wholly-owned, non-operating subsidiary ofGarrison. GST acquired Anchor as a wholly owned subsidiary in June 1987. For many yearsbefore GST acquired Anchor and for several years thereafter, Anchor distributed fluid sealingmaterials, including gaskets and packing. In 1994, Anchor ceased business operations and in1996 GST transferred its Equity Interest in Anchor to Garrison.

Some of the gaskets and packing produced and/or sold by GST (prior to 2001) andAnchor (prior to 1988) contained asbestos. Since the 1970s, GST and Anchor have receivedhundreds of thousands of claims by individuals alleging personal injuries or wrongful deathrelated to exposure to asbestos from such products. Prior to the Petition Date, Garlock paidapproximately $1.37 billion in indemnity payments and hundreds of millions in defense costs toresolve these claims.

Anchor has no assets or insurance and has not paid to defend or settle an asbestos claimsince 2005.

Coltec is not currently in bankruptcy but, pursuant to the Comprehensive Settlement, issoliciting acceptance of the Plan as a “prepackaged plan of reorganization” that would provide

1


for the permanent settlement of Coltec Asbestos Claims contemporaneously with GST AsbestosClaims. Some of the businesses operated by Coltec and its predecessors, apart from GST,manufactured equipment with asbestos-containing components, principally gaskets and packing,made by other companies. These Coltec businesses often, though not exclusively, usedcomponents manufactured by GST. As a result, since approximately 1992, these Coltecbusinesses have received tens of thousands of claims by individuals alleging personal injuries orwrongful death caused by exposure to asbestos-containing components in Coltec’s products. Thebusinesses operated by Coltec and its predecessors that received such claims are FairbanksMorse Engine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, FranceCompressor, Delavan, and Farnam.

Claimants who sued Coltec businesses generally also sued GST. Although Coltec haspaid approximately $7.9 million to defend claims relating to products manufactured or sold by itsnon-GST subsidiaries or divisions, Coltec has never paid any money to settle an asbestospersonal injury claim. Claimants routinely agreed to dismiss Coltec asbestos claims withoutpayment when they reached settlements with GST with respect to their GST asbestos claims.

THE DEBTORS’ BUSINESSES2.2

GST2.2.1

GST’s business was founded in 1887 in Palmyra, New York. GST produces and sellshigh performance fluid-sealing products, including gaskets and compression packing used ininternal piping and valve assemblies in numerous industries. GST employs approximately ninehundred and thirty people and has a global sales presence serviced from manufacturing facilitiesin Palmyra, New York and Houston, Texas.

GST also owns three non-Debtor foreign subsidiaries that own manufacturing operationsin Canada, Mexico, and Australia.

In 2015, GST and its subsidiaries had global sales of approximately $217 million. In2014, 2013, and 2012, GST and its subsidiaries had global sales of approximately $240 million,$244 million, and $240 million, respectively. In 2015, GST and its subsidiaries had incomebefore reorganization expenses and income taxes excluding asbestos-related expenses ofapproximately $68 million, and in 2014, 2013, and 2012, GST and its subsidiaries had incomebefore reorganization expenses and income taxes excluding asbestos-related expenses ofapproximately $203 million,5 $85 million, and $78 million, respectively. See Post-PetitionOperating Results of GST and Management Forecast, attached to this Disclosure Statement asExhibit 3.

GST continuously develops innovative products to meet the changing preferences of itscustomers. In 2005, GST began a multi-year, $40 million capital project to modernize andimprove its Palmyra manufacturing facilities, which has been completed since the Petition Date.GST believes that its new, state-of-the-art facilities have enhanced the company’s position as the

5 The Debtors adjusted 2014 income based on recording a reduction in asbestos liability resulting from the Estimation Opinion and the provisions of the Debtors’ Second Amended Plan. Income net of this adjustment to booked asbestos liability was $75 million.

2


high quality producer in its industry. During the period of 2010 through 2015, GST spent anaverage of approximately $4.6 million annually on capital expenses, continuously upgrading itsfacilities, new product development capabilities, and equipment in order to retain its position as aleading manufacturer in its field.

Garrison2.2.2

Garrison, which is headquartered in East Rochester, New York, was formed in 1996 tomanage the defense and resolution of asbestos claims against GST and Coltec. Pursuant to anExchange Agreement dated September 13, 1996 (the “Exchange Agreement”), Garrisonundertook all future responsibility for the resolution of asbestos claims against GST, agreeing toindemnify GST for any losses it might suffer related to asbestos claims and to assume thedefense and settlement of such claims. The Exchange Agreement also provided for GST’stransfer of assets to Garrison to fund the resolution of asbestos claims against GST, includingGST’s right to receive payments under any insurance policies that covered asbestos-relatedclaims against GST. GST retained a security interest in such insurance assets to secureGarrison’s obligations under the Exchange Agreement. See Section 2.3.4.2 below for certainfinancial arrangements between Garrison and GST and Section 2.3.4.3 for certain financialarrangements between Garrison and Anchor.

From its inception to the Petition Date, Garrison (a) supervised a nationwide network oflaw firms defending asbestos claims against GST and Coltec; (b) managed the defense andresolution of asbestos claims against GST and Coltec; (c) paid judgments, settlements, anddefense costs; and (d) collected insurance that covered losses associated with asbestos claimsagainst GST. Since the Petition Date, Garrison has continued to work on the resolution ofasbestos claims against GST by, among other things, updating the Debtors’ master claimsdatabase, responding to discovery, providing support services for the Debtors’ professionals,continuing to collect insurance, and participating in plan formulation. Garrison currentlyemploys five people, including paralegals, accountants, and data entry personnel.

In addition to managing litigation and resolution of asbestos claims against GST,Garrison was paid fees and reimbursed expenses for managing the defense and resolution ofasbestos claims against Anchor and Coltec.

Coltec2.2.3

Coltec is a longstanding, diversified manufacturer that was variously known in prioryears as Penn-Texas Corporation (until 1959), Fairbanks Whitney Corporation (until 1964), andColt Industries Inc (until 1990). Colt Industries Inc then changed its name to Coltec IndustriesInc on May 3, 1990. Coltec merged with Runway Acquisition Corporation, a subsidiary ofGoodrich Corporation (“Goodrich”) on July 12, 1999 and survived as a wholly ownedsubsidiary of Goodrich. EnPro was incorporated on January 11, 2002 as a wholly ownedsubsidiary of Goodrich and is the sole parent entity of Coltec. On May 31, 2002, the shares ofEnPro were distributed to the shareholders of Goodrich, and EnPro became a separate publiccompany, with Coltec continuing as its direct, wholly-owned subsidiary through the date hereof.Coltec’s headquarters are in Charlotte, North Carolina.

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Coltec’s Business Operations2.2.3.1

Through its divisions and a number of direct and indirect foreign and domesticsubsidiaries, Coltec operates a broad and diverse range of engineered industrial productsmanufacturers. These businesses include Garrison and the Garlock Group (described below) ofwhich GST is a significant part. Coltec’s material business operations include:

Fairbanks Morse (Fairbanks Morse). Fairbanks Morse is currently an unincorporateddivision of Coltec. Headquartered in Washington, DC, Fairbanks Morse designs, manufactures,sells, and services heavy-duty, medium-speed diesel engines and generator sets, and dual-fuelengines. Fairbanks Morse operates a manufacturing facility in Beloit, Wisconsin and operatesservice centers across the United States and one in Canada. As part of the pre-bankruptcy ColtecRestructuring, Fairbanks Morse will become a separately incorporated entity.

The Garlock Group. The Garlock family of companies, which is composed of a numberof direct and indirect subsidiaries of Coltec, including GST, design, manufacture and sell sealingproducts, including: metallic, non-metallic and composite material gaskets; dynamic seals;compression packing; hydraulic components; expansion joints; flange sealing and isolationproducts; pipeline casing spacers/isolators; casing end seals; modular sealing systems for sealingpipeline penetrations; and safety-related signage for pipelines. These products are used in avariety of industries, including chemical and petrochemical processing, petroleum extraction andrefining, pulp and paper processing, power generation, food and pharmaceutical processing,primary metal manufacturing, mining, and water and waste treatment. The Garlock Group isheadquartered in Palmyra, New York, and operates production facilities in New York, as well asin Texas, Colorado, Australia, Canada, China, Dubai (UAE), Germany, India, Mexico,Singapore, and the United Kingdom.

The Stemco Group. The Stemco group, which is composed of a number of direct andindirect subsidiaries of Coltec, designs, manufactures and sells heavy-duty truck wheel-endcomponents and systems including: seals; hubcaps; mileage counters; bearings; locking nuts;brake products, such as brake drums, automatic brake adjusters, brake friction and shoes,hardware and brake kits; suspension components, such as steering knuckle king-pins andbushings, spring pins and bushings, other polymer bushing components, and air springs fortractor, trailer and cab suspensions; tire pressure monitoring and inflation systems and automatedmileage collection devices; as well as trailer-end aerodynamic devices designed to increase fuelefficiency. Along with group headquarters in Longview, Texas, the Stemco group operatesmanufacturing facilities in Texas, Georgia, Michigan, Tennessee, Kentucky, Ohio, Canada,Australia, Mexico, and China.

The Technetics Group. The Technetics group, composed of a number of direct andindirect subsidiaries of Coltec, designs, manufactures, and sells high performance metal seals;elastomeric seals; bellows and bellows assemblies; pedestals for semiconductor manufacturing;and a wide range of polytetrafluoroethylene (PTFE) products. These products are used in avariety of industries, including electronics and semiconductor, aerospace, land-based turbines,power generation, oil and gas, food and beverage, and other industries. Technetics’ groupheadquarters is located in Columbia, South Carolina and Technetics operates production

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facilities in California, Florida, Massachusetts, Pennsylvania, South Carolina, Texas, France,Germany, Singapore, and the United Kingdom.

The Compressor Products International (CPI) Group. The CPI group’s business, whichis operated by a number of direct and indirect subsidiaries of Coltec, designs, manufactures, sellsand services components for reciprocating compressors and engines. These components, whichinclude packing and wiper rings, piston and rider rings, compressor valve assemblies, dividerblock valves, compressor monitoring systems, lubrication systems, and related components areutilized primarily in the refining, petrochemical, natural gas gathering, storage and transmission,and general industrial markets. CPI maintains its headquarters in Stafford, Texas and hasproduction facilities in California, Louisiana, Pennsylvania, Texas, Wyoming, Australia, Canada,China, France, Germany, Netherlands, Spain, and the United Kingdom.

The GGB Group. The GGB group’s business, which is operated by a number of directand indirect subsidiaries of Coltec, designs, manufactures and sells self-lubricating, non-rolling,metal polymer, engineered plastics, and fiber reinforced composite bearing products, as well asaluminum bushing blocks for hydraulic applications. These products are used in a wide varietyof markets such as the automotive, pump and compressor, construction, power generation, andgeneral industrial markets. The GGB group’s headquarters are located in Annecy, France, andGGB operates production facilities in New Jersey, Brazil, France, Germany, Slovakia and China.

EnPro Learning System, LLC (“Learning System”). Learning System, a direct whollyowned subsidiary of Coltec, offers safety consulting services, safety courses, and safetyconferences throughout the year to assist companies in developing and implementing protocolsto improve workplace safety. Learning System is headquartered in Charlotte, North Carolinaand offers safety courses and conferences at various production facilities of EnPro and itssubsidiaries and at other external locations.

The current business operations of Coltec will be substantially reorganized by the ColtecRestructuring before Coltec (renamed OldCo, LLC) files its Chapter 11 case. At the time OldCofiles its Chapter 11 petition, only the Learning System business will be a part of OldCo’soperations. For more information on the Coltec Restructuring, see Section 2.5.3 below.

Results of Coltec’s Combined Business Operations2.2.3.2

As the only direct, wholly-owned subsidiary of EnPro, Coltec either directly (through itsdivisions) or indirectly (through its direct and indirect foreign and domestic subsidiaries)operates all of the business operations of EnPro, other than certain general and administrativeexpenses incurred directly by the EnPro Industries, Inc. legal entity (on a stand-alone basis, the“Parent”).

The following tables present condensed consolidating statements of operations of: (i) theParent, (ii) Coltec and its direct and indirect subsidiaries (excluding the Existing Debtors andtheir subsidiaries) on a combined basis and (iii) the eliminations necessary to arrive at theconsolidated results of EnPro on a consolidated basis, in each case for the following periods: (a)the three months ended March 31, 2016, (b) the twelve months ended December 31, 2015 and (c)the twelve months ended December 31, 2014.

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The condensed consolidating statements of operations are not intended to present theresults of operations for any purpose other than to set forth certain information regarding thecombined operations of Coltec and its direct and indirect foreign and domestic subsidiaries(other than Existing Debtors and their subsidiaries) for purposes of this Disclosure Statement.

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)Three Months Ended March 31, 2016

(in millions)


— $ 205.0 $ 112.2 $ (22.3 ) $ 294.9

Cost of sales — 144.6 75.0 (22.3 ) 197.3

Gross profit — 60.4 37.2 — 97.6

Operating expenses:



Other 0.1 1.3 3.0 — 4.4


Operating income (loss) (9.0 ) (67.0 ) 3.6 — (72.4 )

Interest expense, net (4.6 ) (8.5 ) — — (13.1 )

Other expense — (1.6 ) — — (1.6 )

Income (loss) before income taxes (13.6 ) (77.1 ) 3.6 — (87.1 )

Income tax benefit (expense) 4.5 39.3 (3.5 ) — 40.3

Income (loss) before equity inearnings of subsidiaries (9.1 ) (37.8 ) 0.1 — (46.8 )

Equity in earnings of subsidiaries, net oftax (37.7 ) 0.1 — 37.6 —

EnProIndustries, Inc.

Net income (loss) $ (46.8 ) $ (37.7 ) $ 0.1 $ 37.6 $ (46.8 )

Coltec and Certain of ItsSubsidiaries*

Comprehensive income (loss) $ (39.9 ) $ (30.8 ) $ 5.9 $ 24.9 $ (39.9 )

RemainingSubsidiaries of Coltec* Eliminations Consolidated

Net sales

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$


Year Ended December 31, 2015(in millions)


Coltec andCertain of ItsSubsidiaries*

RemainingSubsidiaries of


Net sales $ — $ 837.8 $ 428.1 $ (61.5 ) $ 1,204.4

Cost of sales — 591.6 278.8 (61.5 ) 808.9

Gross profit — 246.2 149.3 — 395.5

Operating expenses:


Goodwill and other intangible asset impairment — 5.6 41.4 — 47.0

Other 1.8 1.2 5.1 — 8.1


Operating income (loss) (29.4 ) 82.3 (15.3 ) — 37.6

Interest expense, net (13.1 ) (38.8 ) (0.2 ) — (52.1 )

Other expense, net (2.8 ) (1.3 ) — — (4.1 )

Income (loss) before income taxes (45.3 ) 42.2 (15.5 ) — (18.6 )

Income tax benefit (expense) 12.1 (9.5 ) (4.9 ) — (2.3 )

Income (loss) before equity in earnings ofsubsidiaries (33.2 ) 32.7 (20.4 ) — (20.9 )

Equity in earnings of subsidiaries, net of tax 12.3 (20.4 ) — 8.1 —

Net income (loss) $ (20.9 ) $ 12.3 $ (20.4 ) $ 8.1 $ (20.9 )


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSYear Ended December 31, 2014

(in millions)

8



Coltec andCertain of ItsSubsidiaries*

RemainingSubsidiaries of


Net sales $ — $ 801.4 $ 456.3 $ (38.4 ) $ 1,219.3

Cost of sales — 555.5 285.5 (38.4 ) 802.6

Gross profit — 245.9 170.8 — 416.7

Operating expenses:



Other 0.8 1.2 1.8 — 3.8


Operating income (loss) (41.9 ) 70.2 35.1 — 63.4

Interest income (expense), net 6.6 (50.6 ) (0.1 ) — (44.1 )

Other income (expense) (10.0 ) 23.3 — — 13.3

Income (loss) before income taxes (45.3 ) 42.9 35.0 — 32.6

Income tax benefit (expense) 15.3 (16.6 ) (9.3 ) — (10.6 )

Income (loss) before equity in earnings ofsubsidiaries (30.0 ) 26.3 25.7 — 22.0

Equity in earnings of subsidiaries, net of tax 52.0 25.7 — (77.7 ) —

Net income $ 22.0 $ 52.0 $ 25.7 $ (77.7 ) $ 22.0


For additional information regarding the consolidated operations of EnPro, please see theEnPro Quarterly Report on Form 10-Q for the three months ended March 31, 2016 and theEnPro Annual Report on Form 10-K for the year ended December 31, 2015. These documentsare available online at http://www.enproindustries.com/sec-filings.

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ASSETS OF GST, GARRISON, AND ANCHOR2.3

Estimated Value of Reorganized GST’s Core Business2.3.1

GST’s principal offices and largest manufacturing facility are located in Palmyra, NewYork. GST owns the Palmyra offices and plants subject to a “lease-leaseback” arrangementextending through February 2026 with the Wayne County Industrial Development Agency. GSThas a second, leased manufacturing facility in Houston, Texas. GST owns substantial propertyand equipment at each of the two operating facilities used in connection with its business, as wellas finished inventory and raw materials. A more detailed description of these assets is includedin GST’s Schedules of Assets and Liabilities, filed on July 20, 2010 (Docket No. 249). Since thePetition Date, GST has continued to operate in the ordinary course of business, and has acquiredand divested assets in the ordinary course of business consistent with its pre-petition operations.

The Debtors have engaged FTI Consulting to advise them with respect to the enterprisevalue and reorganized value of GST’s core business operations. FTI’s analysis reflects a goingconcern value for GST’s core business, including its non-debtor subsidiaries, in the range of$250 million to $286 million. The Debtors concur with FTI’s conclusions regarding the value ofthe Debtors’ core business operations.

Cash2.3.2

As of March 31, 2016, GST (exclusive of its non-Debtor subsidiaries) heldapproximately $245.4 million in Cash ($4.6 million), Cash equivalents ($47.7 million), andUnited States Treasury Notes ($200.0 million). Inclusion of Cash held by non-debtor subsidiariesincreases this figure by $29.5 million.

Garlock Insurance2.3.3

Coltec purchased certain general liability insurance policies to cover losses associatedwith, among other things, product liability claims against Coltec and certain of its subsidiaries. Ablock of these insurance policies, in effect from 1976, the year after Coltec purchased GST, to1984, when insurance policies began excluding asbestos-related losses from coverage, includedGST as an insured (the “Available Shared Insurance”). Under the Available Shared Insurancepolicies, GST is entitled to be indemnified for losses associated with asbestos claims againstGST that trigger coverage under such policies. Prior to these Chapter 11 Cases, proceeds fromthese policies have been used to pay a portion of the indemnity payments made to resolveasbestos claims against GST.

In addition to GST, Coltec and certain other Non-Debtor Affiliates also have indemnityrights against the carriers under the Available Shared Insurance policies, which also cover suchAffiliates for asbestos-related losses. To the extent Coltec or any non-Debtor Affiliate is requiredto defend and pay any future asbestos litigation or pending asbestos litigation, Coltec or suchnon-Debtor Affiliate is entitled to be indemnified under those insurance policies for any suchclaim that triggers such policies.

As of the Petition Date, $194 million of available products hazard limits or insurancereceivables arising from settlements with insurance carriers existed under the Available Shared

10


Insurance policies. Since the Petition Date, the Debtors have collected approximately $116.6million of the Available Shared Insurance (including insurance recoveries of approximately $6.1million from insolvent insurance carriers); therefore, the amount of Available Shared Insurancefrom solvent insurance carriers with investment grade ratings, as of March 31, 2016, isapproximately $80 million. A list of Asbestos Insurance Policies issued to the Debtors isattached as Exhibit E to the Plan.

A summary of the expected insurance receipts from various insurers is set forth below.

Insurance CarrierS&P Debt

RatingAM BestRating

RemainingAmount$ in 000

Aetna Casualty and Surety(Travelers)

AA A++ 4,213

AIG A+ A 42,000Employers Mutual AssuranceCo.

n/a A 10,000

Fireman’s Fund AA A+ 8,762Republic Insurance Co. A+ A 10,000Safety Insurance Co. A A+ 5,000Total (Solvent Carriers) 79,975

Affiliate Notes2.3.4

The Coltec and Stemco Notes and the 2005 Corporate2.3.4.1Restructuring

GST holds two separate promissory notes in the aggregate face amount of approximately$227 million: one issued by Coltec in the face amount of $73,381,000 (the “Coltec Note”) andthe other issued by a wholly-owned indirect subsidiary of Coltec, Stemco LP, a Texas limitedpartnership (“Stemco TX”) in the face amount of $153,865,000 (the “Stemco Note”). TheColtec Note and the Stemco Note each mature on January 1, 2017 and bear interest at 11.0% perannum. Cash payments are due in an amount equal to 6.5% per year, and deferred payment ofinterest in the amount of 4.5% (the “PIK Amount”) are added to the principal amountoutstanding under the Coltec Note and Stemco Note each year.

Each of the Coltec Note and the Stemco Note was delivered to GST on March 11, 2005,in connection with a corporate restructuring (the “2005 Corporate Restructuring”), and eachwas amended and restated on January 1, 2010.

First, pursuant to a Membership Interest Purchase Agreement dated March 11, 2005,GST sold to Coltec the following limited liability company membership interests: 100% of themembership interests in Coltec Industrial Products LLC and 96.3% of the membership interestsin GGB LLC (representing all of GST’s ownership interest in GGB LLC) (collectively, the“Membership Interests”). The purchase price for the Membership Interests was paid by Coltecthrough the issuance and delivery of the Coltec Note. Pursuant to the terms of an Amended and

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Restated Pledge Agreement dated January 1, 2010, the repayment of the Coltec Note is securedby a pledge of the Membership Interests.

Second, pursuant to an Asset Purchase Agreement dated March 11, 2005, StemcoDelaware LP, a Delaware limited partnership (“Stemco DE”) sold certain assets to Stemco TX,and Stemco TX agreed to assume certain liabilities of Stemco DE, all in exchange for theissuance and delivery of the Stemco Note by Stemco TX. On December 31, 2006, Stemco DEmerged with and into GST, with GST surviving the merger and becoming the holder of theStemco Note. The payment and performance of Stemco TX’s obligations under the Stemco Noteare guaranteed by Coltec pursuant to the terms of an Amended and Restated GuarantyAgreement dated January 1, 2010 (the “Coltec Guaranty”). Additionally, as collateral securityfor the full and timely payment, performance and observance of Coltec’s obligations under theColtec Guaranty, Coltec has granted GST a security interest in the general partner interest inStemco TX held by Coltec and in the common stock of Stemco Holdings, Inc., a Delawarecorporation (a wholly-owned subsidiary of Coltec and the direct owner of the limited partnershipinterests in Stemco TX) pursuant to the terms of an Amended and Restated Pledge Agreementdated January 1, 2010.

GST has agreed to subordinate its rights of payment under the Coltec Note, the StemcoNote, and the Coltec Guaranty to final payment of all principal, interest, or other obligationsunder Coltec’s senior credit facility, pursuant to the terms of subordination agreements by andamong Bank of America, N.A., in its capacity as collateral and administrative agent (“BofA”),GST, Coltec, and Stemco TX dated as of April 26, 2006 (as amended, modified, restated, andsupplemented). As of March 31, 2016, the outstanding balance due under Coltec’s senior creditfacility was $170.4 million.

The Stemco Note and the Coltec Note each provide that Coltec may set off against anyprincipal or interest due under the Stemco Note or Coltec Note losses, damages or settlementspaid to any asbestos claimant based on Stemco TX’s (in the case of the Stemco Note) or Coltec’s(in the case of the Coltec Note) alleged liability for asbestos containing products manufacturedor sold by GST.

Since the Petition Date, Coltec has provided certain services and advanced certain coststo both GST and Garrison pursuant to Intercompany Services Agreements dated as of June 1,2010, between Coltec and each of GST and Garrison. Under the terms of the IntercompanyServices Agreements, the charges payable to Coltec are paid first by offset against the cashportion of the interest payable under the Coltec Note and the Stemco Note. Since the PetitionDate, all charges payable to Coltec under the Intercompany Services Agreement have been paidin this manner. As of March 31, 2016, the aggregate principal amount outstanding under theStemco Note and the Coltec Note, together, was $295.9 million.

GST/Garrison Grid Notes2.3.4.2

On September 13, 1996, GST and Garrison entered into a reciprocal credit arrangement(the “Letter Agreement”) under which GST agreed to provide Garrison with a line of credit ofup to $200 million for working capital purposes, and Garrison agreed to loan GST any availableCash held by Garrison in excess of its working capital requirements. Advances by GST to

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Garrison for working capital requirements are evidenced by a $200 million Revolving Note (the“Garrison Note”). Garrison advances of available Cash to GST are evidenced by a separate$200 million Demand Grid Note (the “Demand Grid Note”). Under the terms of the LetterAgreement, any transfers of available Cash by Garrison to GST are first applied to repayindebtedness under the Garrison Note, if any, before any transfer is considered a borrowing byGST under the Demand Grid Note. Conversely, any advances by GST to Garrison are firstapplied to the Demand Grid Note before constituting an advance to Garrison under the GarrisonNote. In accordance with the Letter Agreement, whenever a disbursement is presented forpayment in a Garrison account, GST funds the disbursement from a GST disbursement accounton behalf of Garrison and charges Garrison for such disbursement through the Garrison Note.Whenever Garrison receives Cash in its lockbox account, the Cash is transferred to the GSTfunding/concentration account as a repayment of the Garrison Note. As of March 31, 2016,Garrison owed GST $158,074,954 under the Garrison Note, and there was no outstandingindebtedness under the Demand Grid Note.

Garrison/Anchor Notes2.3.4.3

Pursuant to the terms of a Promissory Note dated July 2, 1998 (the “Anchor GridNote”), Garrison provided Anchor a line of credit up to $10 million for Anchor’s working capitalrequirements. Anchor repaid interest and principal owed on such note as Anchor receivedproceeds from insurance covering asbestos-related claims against Anchor. Anchor has noremaining insurance coverage. Since December 2004, there have been no advances orrepayments respecting the Anchor Grid Note. As of March 31, 2016, Anchor’s indebtedness toGarrison under the Grid Note was approximately $1,704,000.

Anchor also owes Garlock approximately $2 million in net open intercompany accountbalances. This intercompany account is not evidenced by a promissory note or other writing.There has been no activity on this account since 1998.

Claims and Causes of Action2.3.5

Avoidance Actions and Certain Related Claims Against2.3.5.1Affiliates

During the pendency of these Bankruptcy Cases, the Committee and FCR haveundertaken substantial document discovery of pre-petition transactions between the ExistingDebtors, Coltec, and other Non-Debtor Affiliates. On April 30, 2012, the Committee and theFCR filed a Joint Motion of the Official Committee of Asbestos Personal Injury Claimants andthe Future Claims Representative for Leave to Control and Prosecute Certain Claims as EstateRepresentatives (the “Motion for Leave” and the proposed complaint attached as Exhibit Athereto, the “Proposed Complaint”) (Docket No. 2150) and a Joint Motion to ModifyPreliminary Injunction in Order to Permit Certain Claims to Proceed6 (the “Motion forModification” and, together with the Motion for Leave, the “ACC/FCR Motions”).

The allegations of the Proposed Complaint focus on the 2005 Corporate Restructuring,which gave rise to the Coltec and Stemco Notes, and the amendments to those notes that6 Adv. Proc. No. 10-03145 (Docket No. 33).

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occurred shortly before the 2010 bankruptcy filings of the Existing Debtors. See Section2.3.4.1, The Coltec and Stemco Notes and 2005 Corporate Restructuring, supra. The ProposedComplaint alleges that the transfer of the businesses under the 2005 Corporate Restructuringand subsequent amendments to the Coltec and Stemco Notes injured GST Asbestos Claimantsby hindering their ability to recover damages for their alleged injuries from GST. TheProposed Complaint names as defendants EnPro, Coltec, and Stemco TX (the “CorporateDefendants”) and three former managers of GST, Donald G. Pomeroy, John Mayo, and PaulBaldetti (the “Former Managers”), and includes causes of actions for (1) alleged fraudulenttransfers against the Corporate Defendants under both state law and the Bankruptcy Code; (2)breach of fiduciary duty against the Former Managers and the Corporate Defendants; (3)aiding and abetting breach of fiduciary duty against the Corporate Defendants; (4) unjustenrichment against the Corporate Defendants; (5) conspiracy to defraud against the CorporateDefendants; (6) successor liability against the Corporate Defendants; and (7) piercing thecorporate veil separating GST from the Corporate Defendants.

On May 11, 2012, the Existing Debtors filed their Motion for Order (A) Authorizing theDebtors to (I) Enter Into the Affiliate Tolling Agreement and (II) Enter Into the ProposedManagers Tolling Agreement Pursuant to 11 U.S.C §§ 105(a) and 363 and Bankruptcy Rule6004 and (B) Authorizing the Debtors to Abandon Non-Affiliate Preference Claims Pursuant to11 U.S.C. §§ 105(a) and 554(a) and Bankruptcy Rule 6007 (the “Tolling Agreement Motion”)(Docket No. 2194).

The Bankruptcy Court granted the Tolling Agreement Motion by order entered on June 4,2012 (Docket No. 2281), and denied without prejudice the ACC/FCR Motions by order enteredon June 7, 2012 (Docket No. 2292).7

The Debtors, the Corporate Defendants, and the Former Managers have continued to tollthe alleged causes of action in the Proposed Complaint (the “Tolled Claims”), by way of tollingagreements entered into after the Bankruptcy Court granted the Tolling Agreement Motion and aseries of orders subsequently entered with the consent of the Corporate Defendants, the FormerManagers, the Committee, and the FCR.

As part of the Comprehensive Settlement the Plan provides that the Tolled Claims will besettled, released and extinguished. Also to be released pursuant to the Comprehensive Settlementand the Plan (in addition to other claims) are (i) any Avoidance Actions the Existing Debtors orColtec may have against any of their Affiliates, (ii) Avoidance Actions that the Existing Debtors,Coltec, or their Estates might otherwise be able to assert against personal injury claimants ortheir attorneys, and (iii) any claims that Coltec might otherwise be able to assert against any ofthe Existing Debtors for indemnity or contribution related to Asbestos Claims.

In addition, since the Petition Date the Existing Debtors have investigated potentialcauses of action against certain parties in interest who received payments prior to the PetitionDate. As a partial result of those investigations, the Existing Debtors filed their Motion forOrder (A) Authorizing the Debtors to (I) Enter Into the Affiliate Tolling Agreement and (II)Enter Into the Proposed Managers Tolling Agreement Pursuant to 11 U.S.C §§ 105(a) and 363and Bankruptcy Rule 6004 and (B) Authorizing the Debtors to Abandon Non-Affiliate7 Adv. Proc. No. 10-03145 (Docket No. 51).

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Preference Claims Pursuant to 11 U.S.C. §§ 105(a) and 554(a) and Bankruptcy Rule 6007(Docket No. 2194) (the “Motion to Abandon”). In the Motion to Abandon, the ExistingDebtors sought court authorization to abandon all potential causes of action arising underSection 547 of the Bankruptcy Code against trade vendors who are not Affiliates of the ExistingDebtors, the Existing Debtors’ asbestos litigation defense counsel, and personal injury claimantswho received payments from the Existing Debtors within ninety days prior to the Petition Date.The Court approved the Motion to Abandon, entering the Order (A) Authorizing the Debtors to(I) Enter into the Affiliate Tolling Agreement and (II) Enter into the Proposed Managers TollingAgreement Pursuant to 11 U.S.C. §§ 105(a) and 363 and Bankruptcy Rule 6004 and (B)Authorizing Debtors to Abandon Non-Affiliate Preference Claims Pursuant to 11 U.S.C. §§105(a) and 554(a) and Bankruptcy Rule 6007 (Docket No. 2281) (the “Abandonment Order”).

The Debtors believe all Avoidance Actions not settled through the Plan have either beenabandoned pursuant to the Abandonment Order or the limitations period for any such claims hasexpired. To the extent any such Avoidance Actions exist and have not been abandoned pursuantto the Abandonment Order or settled or released through the Plan, such Avoidance Actions shallbe retained by the Reorganized Debtors. The Existing Debtors’ Statement of Financial Affairssets forth all transfers by the Existing Debtors within ninety (90) days of the Petition Date, aswell as all transfers to Affiliates within one year prior to the Petition Date. The ReorganizedDebtors shall have the exclusive right to prosecute, waive or settle any unresolved AvoidanceActions after the Effective Date without need for Court authorization or approval.

GST Recovery Actions2.3.5.2

Additionally, as a result of the Existing Debtors’ Post-Petition investigations, GST andGarrison have filed lawsuits against several law firms who represented personal injury claimantsto whom GST and Garrison paid money prior to the Petition Date as a result of settlements thatGST and Garrison contend were fraudulently obtained. Information regarding these lawsuitsfollows:


Garlock Sealing TechnologiesLLC, et al. v. Chandler, et al.

12-03137, United States BankruptcyCourt for the Western District ofNorth Carolina

Garlock Sealing TechnologiesLLC, et al. v. Shein Law CenterLtd, et al.

3:14-cv-00137, United StatesDistrict Court for the WesternDistrict of North Carolina

Garlock Sealing TechnologiesLLC, et al. v. Belluck & Fox, LLP,et al.


Garlock Sealing TechnologiesLLC, et al. v. Simon GreenstonePanatier Bartlett, A ProfessionalCorporation, et al.


Garlock Sealing Technologies 3:14-cv-00130, United States

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LLC, et al. v. Estate of Ronald C.Eddins, et al.

District Court for the WesternDistrict of North Carolina

The Plan refers to these pending suits as “GST Recovery Actions.” The Plan also usesthe term “GST Recovery Actions” to refer to any other cause of action, claim, demand, or suitthat might otherwise be asserted or filed in the future by Coltec, GST, Garrison, or any of theirrespective Affiliates, predecessors, or assigns against asbestos personal injury claimants or theattorneys and law firms that represent or have represented such claimants, which action, claim,demand, or suit is based on acts, omissions, or conduct by claimants, their attorneys, or law firmsin connection with an action or suit for asbestos-related injury or wrongful death before theConfirmation Date. The Plan excludes GST Recovery Actions from the definition of RetainedCauses of Action. As required by the Comprehensive Settlement, the Plan constitutes a motion toapprove the settlement of the pending GST Recovery Actions under Bankruptcy Rule 9019,pursuant to which such actions and any claims, counterclaims, or countersuits the respectiveparties actually asserted or could have asserted therein shall be dismissed with prejudice inexchange for mutual general releases and mutual waivers of costs and attorneys’ fees. Inaddition, the Plan provides that the Debtors, Reorganized Debtors, and their Affiliates,predecessors, successors, and assigns shall be deemed to release, waive, and permanentlyextinguish their rights to file or assert in the future any GST Recovery Action.

As part of the Comprehensive Settlement, the Term Sheet calls for the resolution anddismissal of the pending GST Recovery Actions on the foregoing terms effective upon theexchange of settlement documents by the parties to those lawsuits, and those lawsuits have beenstayed pending confirmation of the Plan. As they have acknowledged in the Term Sheet, theDebtors, the Committee, the Ad Hoc Coltec Committee, and EnPro agreed that the settlement ofthose lawsuits on such terms was necessary in order for the Plan to be confirmed and succeedand therefore is in the best interests of the Debtors, their Estates, and present and future AsbestosClaimants. They have also acknowledged in the Term Sheet that (1) the defendants in thepending GST Recovery Actions have been represented by their respective independent counselin connection with the proposed resolution of the pending GST Recovery Actions, and (2) thePlan funding negotiated by EnPro and the Plan Proponents has not been, and shall not be,reduced in respect of those proposed resolutions.

The Reorganized Debtors retain their respective rights to continue, commence, andpursue any and all “Retained Causes of Action” but, as required by the ComprehensiveSettlement, the Plan excludes GST Recovery Actions from the definition of Retained Causes ofAction. To the extent the Debtors have not commenced litigation with respect to any RetainedCause of Action prior to the Effective Date, one or more of the Reorganized Debtors may pursuethem after the Effective Date. The Debtors have listed material, known Retained Causes ofAction on Exhibit F to the Plan. Retained Causes of Action will not be limited in any way byfailure to list any Retained Cause of Action on Exhibit F.

In addition, it is possible that there are numerous unknown causes of action. The failureto list any such unknown causes of action above is not intended to limit the rights of the

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Reorganized Debtors to pursue any of these actions to the extent the facts underlying suchunknown causes of action become known to the Debtors or the Reorganized Debtors.

Maintenance of Causes of Action and Preservation of All2.3.5.3Causes of Action Not Expressly Settled or Released

Except as settled or released under the Plan, or otherwise provided in the Plan, theReorganized Debtors are retaining all of the Debtors’ respective rights to commence and pursue,as appropriate, in any court or other tribunal including, without limitation, in an adversaryproceeding filed in one or more of the Chapter 11 Cases, any and all causes of action, whethersuch causes of action accrued before or after the Petition Date.

Except as otherwise provided in the Plan, in accordance with Section 1123(b)(3) of theBankruptcy Code, any Claims, rights, and causes of action, including the Retained Causes ofAction, that GST, Garrison, and Coltec may hold against any Entity will vest in ReorganizedGST, Reorganized Garrison, and Reorganized Coltec, respectively, and Reorganized GST,Reorganized Garrison, and Reorganized Coltec respectively, will retain and may exclusivelyenforce any and all such Claims, rights, or causes of action, including Retained Causes ofAction, and commence, pursue, and settle the causes of action in accordance with the Plan.Reorganized GST, Reorganized Garrison, and Reorganized Coltec will have the exclusive right,authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all suchClaims, rights, and causes of action, including Retained Causes of Action, without the consent orapproval of any third party and without any further order of the Court.

Unless a Claim or Retained Cause of Action against a Claimant or other Entity isexpressly waived, relinquished, released, compromised, or settled in the Plan or any Final Order,the Debtors expressly reserve such Claim or Retained Cause of Action (including any UnknownCauses of Action) for later adjudication by the Reorganized Debtors. Therefore, no preclusiondoctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claimpreclusion, waiver, estoppel (judicial, equitable, or other), or laches will apply to such Claims orRetained Causes of Action upon or after the Confirmation Date or Effective Date of the Planbased on this Disclosure Statement, the Plan, or the Confirmation Order, except where suchClaims or Retained Causes of Action have been expressly released in the Plan or other FinalOrder. In addition, the Debtors, the Reorganized Debtors, and their successors expressly reservethe right to pursue or adopt any Claim alleged in any lawsuit in which the Debtors are defendantsor an interested party, against any Entity, including the plaintiffs or co-defendants in suchlawsuits.

Except with respect to (i) Claims expressly waived, relinquished, released, compromised,or settled under the Plan, (ii) any Avoidance Actions subject to the Abandonment Order, and (iii)GST Recovery Actions, any Entity that has incurred an obligation to the Debtors (whether onaccount of services, purchases or sales of goods, or otherwise), or who has received servicesfrom the Debtors or a transfer of money or property of the Debtors, or who has transactedbusiness with the Debtors, or leased equipment or property from the Debtors, should assume thatsuch obligation, transfer, or transaction may be reviewed by the Debtors or Reorganized Debtors,and may, if appropriate, be the subject of an action after the Effective Date, whether or not (1)such Entity has filed a proof of Claim against the Debtors in the Chapter 11 Cases, (2) such

17


Claimant’s proof of Claim has been objected to, (3) such Claimant’s Claim was included in theDebtors’ Schedules, or (4) such Claimant’s scheduled Claim has been objected to by the Debtorsor has been identified by the Debtors as a Disputed Claim, a Contingent Claim, or anUnliquidated Claim.

LIABILITIES OF GST, GARRISON, AND ANCHOR2.4

Non-Asbestos Related Liabilities of GST, Garrison, and Anchor2.4.1

Administrative Claims2.4.1.1

Coltec asserts a Claim in the approximate amount of $106.3 million for repayment oftaxes paid on account of GST’s income after the Petition Date. In addition, Bank of Americaholds a post-petition Administrative Claim for contingent obligations arising from the ExistingDebtors’ use of Bank of America banking products and certain letters of credit issued on theExisting Debtors’ behalf, pursuant to the DIP Release/Cash Collateral Order (Docket No. 1557)(defined below). This Administrative Claim is secured by approximately $3,037,112.00 in Cashheld in a BofA account, as of March 31, 2016.

Other Entities also hold various Claims entitled to administrative priority pursuant toSection 503 of the Bankruptcy Code, which the Debtors will continue to pay in the ordinarycourse of business, including trade debt arising from GST and Garrison’s continued operationsafter the Petition Date, as well as Fee Claims. The Existing Debtors believe they have paid,pursuant to orders of the Bankruptcy Court, all Claims entitled to administrative expense prioritypursuant to Section 503(b)(9) of the Bankruptcy Code.

Debtors do not currently believe there will be any Allowed Priority Tax Claims.

Secured Claims2.4.1.2

Several creditors have asserted relatively small Secured Claims against the Debtors. Themost significant is an asserted Secured Claim by Niagara Bank related to financing for a chillerlocated in GST’s Palmyra, New York facility. The Existing Debtors have assumed the contractrelated to this chiller and therefore believe the Claim has been cured and has been or will be paidin full in the ordinary course of business.

Priority Claims2.4.1.3

Several creditors have asserted relatively small Priority Claims against the ExistingDebtors. Filed Priority Claims total approximately $70,000. The Existing Debtors anticipatethey will file objections to many of these Claims on various grounds, including that some areduplicates, some have been paid pursuant to prior orders of the Bankruptcy Court, some are notentitled to priority, and others for other reasons.

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GST General Unsecured Claims2.4.1.4

Creditors have filed in the aggregate approximately $3.7 million in GST GeneralUnsecured Claims (excluding claims the Existing Debtors believe to be duplicates). Debtorsanticipate they will object to a number of these Claims for various reasons.

Estimated Liability of GST, Garrison, and Anchor for2.4.2Asbestos-Related Claims

The validity and value of GST Asbestos Claims have been the most contentious andlitigated issues in the Chapter 11 Cases. The Committee and the FCR contended that GST’saggregate liability for present and future GST Asbestos Claims based on mesothelioma aloneexceeded $1 billion. GST contended that its liability for such mesothelioma claims was no morethan $125 million and that any liability it had for non-mesothelioma claims was de minimis.

After a lengthy contested estimation hearing, on January 10, 2014, the Bankruptcy Courtentered the Estimation Opinion adopting GST’s position and determining that a reasonable andreliable estimate of the amount sufficient to satisfy GST’s obligation for all current and futuremesothelioma claims is $125 million. The mesothelioma trial and Estimation Opinion isdescribed in greater detail in Section 3.1.7, infra. The Committee took the position that theEstimation Opinion was incorrect, interlocutory, and subject to appeal.

No estimate of claims against GST for diseases other than mesothelioma (including lungcancer, other cancers, asbestosis, or other non-malignant conditions) was litigated or has beenmade by the Bankruptcy Court. The Existing Debtors, Coltec, the Committee, and the FCR haveall recognized and agreed that mesothelioma claims account for the bulk of GST’s overallliability for GST Asbestos Claims.

Finally, at the Committee’s request, with the concurrence of the Debtors, the FCR, andColtec, the Bankruptcy Court excluded from the scope of the contested estimation proceeding,and thus declined to estimate, the aggregate value of present and future asbestos claims againstAnchor and derivative claims, if any, against GST based on Anchor’s liabilities. See OrderGranting Motion of the Official Committee of Asbestos Personal Injury Claimants for OrderClarifying Scope of Estimation to Exclude Claims Against Anchor and Derivative ClaimsAgainst Garlock Based on Anchor’s Liabilities, Oct. 30, 2012 (Docket No. 2587). GST has neverpaid a derivative claim based on Anchor’s liabilities.8

8 All derivative claims against GST, Garrison, and Coltec based on third parties’ alleged asbestos liabilities, including such claims based on Anchor’s liabilities, are included in the Comprehensive Settlement. Under the Plan, those derivative claims will be subject to the Asbestos Channeling Injunction, and GST, Garrison, and Coltec will be discharged of those claims to the fullest extent provided by law. But cf. Plan § 8.6 (providing that “notwithstanding any provision to the contrary, nothing contained in this Plan, any Plan Document, the 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 discharge, enjoin, release, or channel to the Asbestos Trust any liability or obligation of a non-Debtor Entity not derived from that of a Debtor, including, without limitation, any independent liability of a non-Debtor Entity that is not an Affiliate of, successor of, successor-in-interest to, merger partner of, or transferor of assets to a Debtor as of the Petition Date.”). No EnPro Affiliate other than GST, Garrison, Coltec, and Anchor is known to have any alleged non-derivative liability for asbestos claims.

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GST’s Asbestos Litigation History2.4.3

For decades prior to the Petition Date, GST received thousands of claims each year fromindividuals who alleged they suffered from asbestos-related disease caused in part by GST’sproducts. Since 1975, plaintiffs have named GST in approximately 900,000 asbestos cases.GST has disputed its liability for all of these asbestos claims and has never admitted liability forany claim.

Throughout its history, GST has resolved the vast majority of asbestos claims filedagainst it by dismissal or settlement rather than by verdict. Out of the 900,000 cases, onlyapproximately 250 cases have resulted in verdicts, the majority of those in GST’s favor.

GST also acquired four companies that sold sealing products substantially equivalent toproducts made and sold by GST, all of which were eventually merged into GST (BelmontRubber & Packing Co. (“Belmont”), Crandall Packing Company, Dealers’ Steam PackingCompany, and U.S. Gasket Company). Garrison received approximately 8,500 complaintsnaming Belmont, despite its merger into GST in 1968. Nearly all of these complaints were filedbefore 2004, and all but 62 also named GST. None of the Belmont claims were resolved bypayment, but were resolved only by dismissal or in connection with payments on claims againstGST itself.

GST’s Asbestos-Containing Products2.4.3.1

GST’s asbestos litigation has principally involved two asbestos-containing sealingproducts: compressed asbestos sheet gaskets and asbestos packing.

A gasket is a thin piece of material (usually 1/32” to 1/8” thick) used to create a sealbetween metal surfaces that would otherwise leak, such as a flange where two metal pipesconnect, or where a pipeline attaches to equipment like pumps and valves. Compressed asbestosgaskets were manufactured in sheets and reached the consumer in one of two forms: (1) sheetgasket material that often came in rolls out of which the purchaser cut gaskets to size and (2)pre-cut gaskets that the purchaser ordered to requested sizes and shapes either directly from GSTor from a gasket supply company that engaged in custom gasket cutting. GST’s asbestos gasketswere a mixture of asbestos fibers, curing agents, reinforcing fillers, and elastomers (naturalrubber plastic having the elastic qualities of rubber). Although GST offered many styles ofnon-asbestos gaskets and packing, customers historically needed asbestos gaskets and packingfor certain high-temperature or corrosive environments.

Packing is braided yarn that is wrapped around the shafts of valves and other equipmentto prevent leaks. GST asbestos packing was made with asbestos yarn impregnated and coatedwith lubricants, such as Teflon or graphite.

Pending GST Asbestos Claims2.4.4

As of the Petition Date, there were approximately 95,000 asbestos claims pending againstGST in state and federal courts across the country. Approximately 82,000 of these claimsalleged non-malignant conditions or did not indicate an alleged disease or condition.Approximately 13,000 claims alleged mesothelioma, lung cancer, or other cancer.

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On April 10, 2015, the Bankruptcy Court entered a bar date order, establishing October6, 2015 as the deadline for filing proofs of claim for GST Asbestos Claims based on anasbestos-related disease diagnosed on or before August 1, 2014 for which lawsuits against anydefendant or claims against any trust were filed on or before August 1, 2014.9 Proofs of claim forGST Asbestos Claims arising after August 1, 2014 were permitted but not required to be filed.

Proofs of claim for approximately 170,260 current GST Asbestos Claims were filed.129,525 of these were cast as ballots on the Second Amended Plan (in which claimants specifiedtheir asbestos-related diseases) and 40,735 were filed on Official Form 10 (in which claimantswere not required to provide disease information, but sometimes chose to provide it).

Of the ballot claims, 8,749 alleged mesothelioma; 15,869 alleged lung cancer; 855alleged laryngeal cancer; 103,989 alleged asbestosis; and 63 did not specify an alleged disease.

DiseaseClass 4ballot

B-10 POC Total

Mesothelioma 8,749 1,236 9,985Lung cancer 15,869 3,235 19,104Other cancer 855 1,886 2,741Non-malignant 103,989 28,865 132,854Unknown 63 5,513 5,576Total 129,525 40,735 170,260

In addition, certain pending GST Asbestos Claims against GST are the subject ofsettlements or judgments. Prior to the Petition Date, GST entered into settlement agreementswith certain GST Asbestos Claimants that were not paid prior to the Petition Date. Manyassertedly settled GST Asbestos Claims were identified on Debtors’ schedules of creditors thatwere filed in these cases. Additionally, as further detailed in Section 4.2 below, the Court enteredan order requiring that settled GST Asbestos Claimants (unless scheduled and not disputed) fileproofs of claim in these cases. Excluding duplicates and other administrative filing errors, andconsidering both scheduled settled GST Asbestos Claims and those asserted through filed proofsof claim, approximately 2,357 settled GST Asbestos Claims were asserted against GST assertingliability totaling $17,094,274.

The Debtors’ review of asserted Settled GST Asbestos Claims to date has identifiedapproximately 209 Settled GST Asbestos Claims claiming $4,830,900 in payments that are notdisputed by Debtors. During the course of these cases, approximately 632 Settled GST AsbestosClaimants claiming $598,921 in payments withdrew their claims or their counsel indicated thatthe claims would be withdrawn or were not valid. Presently, approximately 1,516 claimsasserting settlements totaling $11,664,464 are the subject of Debtors’ objections and aredisputed.

Finally, three judgments that were entered against GST prior to the Petition Date remainunsatisfied.

9 See Order Approving Disclosure Statement and Establishing Asbestos Claims Bar Date and Procedures For Solicitation, dated April 10, 2015 (Docket No. 5134).

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The first, Garlock Sealing Technologies LLC v. Clephas is a judgment from the JeffersonCircuit Court in the Commonwealth of Kentucky, dated November 27, 2007, in the amount of$150,125.00. GST noticed an appeal of the judgment, and the case was stayed when GST filedits Petition. The appeal remains unresolved, pending before the Kentucky Court of Appeals. GSTposted a bond in the amount of $204,180 to stay execution of the judgment while the case was onappeal. Should the judgment be upheld, GST’s liability on the judgment, includingpost-judgment interest and excluding costs, will total (as of June 1, 2016) approximately$394,556.13.

The second judgment, Garlock Sealing Technologies LLC v. Torres, is a judgment fromthe District Court of Cameron County, Texas in the amount of $1,300,000. GST noticed anappeal of the judgment, and the case was stayed when GST filed its Petition. GST’s motion tolift the stay to prosecute its appeal was denied by the Bankruptcy Court. The appeal remainsunresolved, pending before the Texas Court of Appeals, 13th District. GST did not post a bondin the matter. Should the judgment be upheld, GST’s liability on the judgment, includingpost-judgment interest and excluding costs, as of June 1, 2016, was approximately$1,826,477.21.

The third judgment, Garlock Sealing Technologies LLC v. Dexter, is a judgment from theMarshall Circuit Court in the Commonwealth of Kentucky dated February 22, 2006 in theamount of $874,507.33. GST appealed the judgment, but the judgment was affirmed. Coltecpurchased the judgment from the plaintiff and now has a claim against GST for the amount ofthe bond ($1.1 million) that is accruing interest at 11% per annum.

Of the claimants holding these judgment claims, only the Torres claimants appear to havefiled proofs of claim under the October 6, 2015 bar date. As described above, to be paid by theAsbestos Trust, Pre-Petition Judgment GST Asbestos Claims must have filed a proof of claim onor before the Asbestos Claims Bar Date (or else obtain relief from the Bankruptcy Court).Moreover, the Asbestos Trust will have the right to appeal those judgments, which will only bepaid as judgments if the Asbestos Trust decides not to appeal or the appeal is unsuccessful. Theholders of these Claims may, however, pursue the Claims as non-judgment Claims subject to allapplicable conditions prescribed by the CRP, including the requirement that they previously filed aproof of claim on or before the Asbestos Claims Bar Date (or else obtain relief from theBankruptcy Court). Judgment claims will also be subject to a payment percentage, calculated asdescribed in Section 3.5 of the CRP.

ASSETS AND LIABILITIES OF COLTEC2.5

Assets and Liabilities of Coltec2.5.1

As discussed in Section 2.2.3.2 Results of Coltec’s Combined Business Operations,supra, Coltec either directly (through its divisions) or indirectly (through its direct and indirectforeign and domestic subsidiaries) owns all of the business operations of EnPro other thancertain assets and liabilities held directly by the parent entity.

The following table presents condensed consolidating balance sheets (unaudited) as ofMarch 31, 2016 (the “Consolidating Balance Sheet”) for: (i) the Parent, (ii) Coltec and its

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direct and indirect subsidiaries (excluding the Existing Debtors and their subsidiaries) on acombined basis and (iii) the eliminations necessary to arrive at the consolidated results of EnProon a consolidated basis.

The Consolidating Balance Sheet is not intended to reflect a fair market value of Coltecand its subsidiaries or present the financial condition thereof for any purpose other than to setforth certain information regarding the combined material assets and liabilities of Coltec and itsdirect and indirect foreign and domestic subsidiaries (other than the Existing Debtors and theirsubsidiaries) for purposes of this Disclosure Statement.

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)As of March 31, 2016

(in millions)


Coltec and Certain of ItsSubsidiaries*

Remaining Subsidiaries ofColtec* Eliminations Consolidated

ASSETS

Current assets

Cash and cash equivalents $ — $ — $ 110.8 $ — $ 110.8

Accounts receivable, net — 150.6 64.7 — 215.3

Intercompany receivables — 9.8 8.3 (18.1 ) —

Inventories — 125.6 54.9 — 180.5

Prepaid expenses and othercurrent assets 5.8 11.9 11.4 (4.7 ) 24.4

Total current assets 5.8 297.9 250.1 (22.8 ) 531.0

Property, plant and equipment,net 0.2 136.2 76.3 — 212.7

Goodwill — 167.6 28.8 — 196.4

Other intangible assets — 158.4 27.0 — 185.4

Investment in GST — 236.9 — — 236.9

Intercompany receivables 35.6 10.0 1.4 (47.0 ) —

Investment in subsidiaries 673.9 248.0 — (921.9 ) —

Other assets 15.9 156.8 18.9 — 191.6

Total assets $ 731.4 $ 1,411.8 $ 402.5 $ (991.7 ) $ 1,554. 23


0

LIABILITIES AND EQUITY

Current liabilities

Short-term borrowings fromGST $ — $ — $ 27.5 $ — $ 27.5

Notes payable to GST — 295.9 — — 295.9

Current maturities of long-termdebt — 0.1 — — 0.1

Accounts payable 1.3 52.1 34.6 — 88.0

Intercompany payables — 8.3 9.8 (18.1 ) —

Accrued expenses 18.3 46.1 51.1 (4.7 ) 110.8

Total current liabilities 19.6 402.5 123.0 (22.8 ) 522.3

Long-term debt 293.5 120.6 — — 414.1

Intercompany payables — 36.8 10.2 (47.0 ) —

Other liabilities 11.9 178.0 21.3 — 211.2

Total liabilities 325.0 737.9 154.5 (69.8 ) 1,147.6

Shareholders’ equity 406.4 673.9 248.0 (921.9 ) 406.4

Total liabilities and equity$ 731.4 $ 1,411.8 $ 402.5 $ (991.7 ) $

1,554.0

*Excludes the Existing Debtors and their subsidiaries

Long-Term Debt2.5.1.1

Senior Notes. In September 2014, EnPro completed an offering of $300 millionaggregate principal amount of 5.875% Senior Notes due 2022 (the “Senior Notes”). The Senior

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Notes were issued net of an original issue discount of $2.4 million. The Senior Notes areunsecured, unsubordinated obligations of EnPro that mature on September 15, 2022.

While the Senior Notes are a direct obligation of EnPro (and reflected as “Long-TermDebt” of EnPro in the Consolidating Balance Sheet), the Senior Notes are fully andunconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by Coltecand certain of its subsidiaries (which do not include the Existing Debtors or their subsidiaries).

Revolving Credit Facility. EnPro and Coltec have a $300 million senior securedrevolving credit facility (the “Revolving Credit Facility”), as reflected in the “Long-TermDebt” of Coltec and certain of its subsidiaries in the Consolidating Balance Sheet. Borrowingsunder the Revolving Credit Facility bear interest at an annual rate of LIBOR plus 2% or base rateplus 1%, although the interest rates under the Revolving Credit Facility are subject toincremental increases or decreases based on a consolidated total leverage ratio. In addition, acommitment fee accrues with respect to the unused amount of the Revolving Credit Facility.

EnPro and Coltec are the permitted borrowers under the Revolving Credit Facility.Each of the domestic, consolidated subsidiaries of EnPro (other than the Existing Debtors andtheir respective subsidiaries, for so long as they remain unconsolidated for financial reportingpurposes) are required to guarantee the obligations of EnPro and Coltec under the RevolvingCredit Facility, and each of the existing domestic, consolidated subsidiaries (which does notinclude the domestic entities of the Existing Debtors) has provided such a guarantee.

Borrowings under the Revolving Credit Facility are secured by a first-priority lien oncertain of the assets of Coltec and its subsidiaries.

Affiliate Notes2.5.1.2

As described in detail in Section 2.3.3.1, supra, in 2005 Coltec issued the Coltec Note toGST and Stemco TX issued the Stemco Note to GST. The Coltec Note and the Stemco Note arereflected, on a combined basis, as “Notes Payable to GST” in the Consolidating Balance Sheet.

Investment in Subsidiaries2.5.1.3

The Consolidating Balance Sheet reflects investments in subsidiaries of the respectivecombined group using the equity method of accounting. Coltec’s investment in the membershipinterests of GST is reflected as “Investment in GST” on such basis.

Coltec Insurance2.5.1.4

Coltec purchased a number of primary and excess general liability insurance policies thatwere in effect from December 31, 1950 and thereafter. The policies provide coverage for“occurrences” happening during the policy periods and cover losses associated with productliability claims against Coltec and certain of its subsidiaries. As previously described, theAvailable Shared Insurance is the remaining coverage in the portion of the block of theseinsurance policies that included GST as an insured. That block ran from January 1, 1976, theyear after Coltec purchased GST, to July 1, 1984, when Coltec’s insurance policies beganexcluding asbestos-related losses from coverage (the “Garlock Coverage Block”). See Section

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2.3.3 Insurance, supra. For insurance policies purchased by Coltec prior to January 1, 1976(“Pre-Garlock Coverage Block”), GST was not an insured because it was not a Coltecsubsidiary then. The aggregate face amount of primary and excess coverage in the Pre-GarlockCoverage Block is $308,366,000.

The table below shows policy periods and total products hazard aggregate limits of eachprimary policy in the Pre-Garlock Coverage Block.

Primary Policies1951-1974

Carrier Policy Number Begin Date End Date Total LimitsAmerican Motorists Ins. Co.(insolvent) OYM 199451 12/31/1950 12/31/1951 $100,000

American Motorists Ins. Co. 1YM 202149 12/31/1951 12/31/1952 $100,000American Motorists Ins. Co. 2YM 205156 12/31/1952 12/31/1953 $1,000,000American Motorists Ins. Co. 3YM 208198 12/31/1953 12/31/1954 $1,000,000American Motorists Ins. Co. 4YM 208198 12/31/1954 12/31/1955 $1,000,000American Motorists Ins. Co. 5YM 208198 12/31/1955 12/31/1956 $1,000,000American Motorists Ins. Co. 6YM 208198 12/31/1956 12/31/1957 $1,000,000American Motorists Ins. Co. 7YM 208198 12/31/1957 12/31/1958 $1,000,000American Motorists Ins. Co. 8YM 208198 12/31/1958 12/31/1959 $1,000,000Zurich Insurance Co. 8055900 7/1/1959 7/1/1960 $1,000,000Zurich Insurance Co. 8263000 7/1/1960 7/1/1961 $1,000,000Zurich Insurance Co. 8306800 7/1/1961 7/1/1962 $2,000,000Zurich Insurance Co. 8261650 7/1/1962 7/1/1963 $2,000,000Zurich Insurance Co. 8359650 7/1/1963 7/1/1964 $2,000,000Zurich Insurance Co. 8448350 7/1/1964 7/1/1965 $2,000,000Insurance Company of NorthAmerica LAB 16365 7/1/1965 7/1/1966 $2,000,000

Insurance Company of NorthAmerica LAB 16384 7/1/1966 7/1/1967 $10,000,000



Insurance Company of NorthAmerica ALB 47227 7/1/1971 7/1/1973 $20,000,000

Insurance Company of NorthAmerica ALB 47272 7/1/1973 7/1/1974 $10,000,000

Aetna Casualty & Surety Co. 01 AL 246450 SCA 7/1/1974 7/1/1975 $1,000,000Total Excess Limits $100,200,000

The following table shows policy periods and total products hazard aggregate limits ofeach excess insurance policy in the Pre-Garlock Coverage Block.

Excess Policies1965-1974

Carrier Policy Number Begin Date End Date Total LimitsAttachment

PointAppalachian Insurance Co. XL 11063 7/19/1966 7/1/1969 $30,000,000 $10,000,000Citizens Casualty Co. XP 8024 8/4/1966 7/1/1967 $5,000,000 $20,000,000

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London Companies And Lloyds 526-577454 7/1/1967 7/1/1968 $5,000,000 $20,000,000London Companies And Lloyds 605/12138 7/1/1968 7/1/1969 $5,000,000 $20,000,000Home Insurance Company(insolvent) HEC 9 30 48 10 12/9/1968 7/1/1971 $25,000,000

London Companies And Lloyds 410/12422 7/1/1969 8/1/1972 $30,000,000 $10,000,000North Star Reinsurance Corp. NSX 7955 7/1/1969 7/1/1972 $15,000,000 $20,000,000*Insurance Co. Of North America XPL 9166 7/1/1969 7/1/1970 $10,000,000 $35,000,000Home Insurance Company(insolvent) HEC 9 91 99 79 7/1/1971 7/1/1974 $25,000,000

Aetna Casualty & Surety Co. 01 XN 265 WCA 7/1/1972 7/1/1975 $44,166,000 $10,000,000Aetna Casualty & Surety Co. 01 XS 1860 SCA 7/1/1974 7/1/1975 $9,000.000 1,000,000

Aetna Casualty & Surety Co. 01 XN 590 SCA 7/1/1974 7/1/1975$5,000,000

(quota share) $10,000,000

North River XS 3704 2/4/1975 7/1/1975 $50,000,000 $51,000,000Total Excess Limits $208,166,000

Because Coltec has not made an indemnity payment for a Coltec Asbestos Claim, it hasnot made an indemnity claim against a policy in the Pre-Garlock Coverage Block. Coltec didobtain reimbursement from certain primary carriers within that block for approximately $7million in defense costs Coltec incurred defending Coltec Asbestos Claims. The payment ofthose defense costs did not erode any policy limits.

Many of the Pre-Garlock Coverage Block insurance carriers also issued policies in theGarlock Coverage Block. Prior to these Chapter 11 Cases, proceeds from such carriers’ GarlockCoverage Block policies were used to pay a significant portion of the indemnity and defensepayments made to resolve GST Asbestos Claims. To obtain continued funding of losses relatedto GST Asbestos Claims, GST and Coltec periodically entered into settlement agreements withinsurance carriers between 1981 and 2004. A 1993 settlement between Coltec, Garlock, and INAresolved claims by Garlock under its own excess liability policies with INA, which were ineffect from 1962-65. In exchange for payment of those limits (and some defense costs), Coltecreleased INA from asbestos claims under all “INA policies,” which were broadly defined toinclude policies INA had issued to Coltec in the Pre-Garlock Coverage Block. In addition, GSTand Coltec settled with the London Market Insurers to resolve coverage under policies suchcarriers issued or subscribed in the Garlock Coverage Block, which also had the effect ofreleasing coverage in the Pre-Garlock Coverage Block. The settlement agreements with INA andthe London Market Insurers include indemnity provisions that purport to require Coltec todefend and indemnify the settling carriers for specified post-settlement claims that might beasserted by third parties against such carriers relating to settled insurance policies. INA issued$82 million of approximately $100.2 million of total primary insurance in the Pre-GarlockCoverage Block but any rights to indemnity INA may have against Coltec are limited to $9.75million. The London Market Insurers issued $40 million of approximately $208 million of thetotal excess coverage. The Debtors contend that any indemnity right against Coltec claimed by asettling carrier is a Coltec Asbestos Claim.

By virtue of the following corporate history, SPX Corporation (“SPX”) succeeded to theasbestos liabilities and insurance rights related to the Fairbanks Morse Pump business.

Prior to 1985, Fairbank Morse Pump was a division of Colt Industries Operating Corp.(“CIOC”), which was a wholly-owned subsidiary of Colt Industries, Inc., which laterchanged its name to Coltec Industries Inc.

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In 1985, CIOC sold the assets of the Fairbanks Morse Pump Division to FMPDPurchasing Corporation, which was subsequently renamed Fairbanks Morse PumpCorporation. Under the asset purchase agreement, Fairbanks Morse Pump Corporationassumed Fairbank Morse Pump’s product liabilities (including those resulting from thepre-closing sale of asbestos-containing pump products) and acquired the right to securedefense and indemnity coverage under Coltec's pre-closing insurance policies withrespect to the acquired liabilities. After the asset sale, CIOC merged with and into Coltec,with Coltec surviving the merger.In 1995, Fairbanks Morse Pump Corporation merged with and into a subsidiary ofGeneral Signal Corporation (“General Signal”), thereby becoming a wholly-ownedsubsidiary of General Signal. The surviving subsidiary of General Signal continued tooperate under the name Fairbanks Morse Pump and retained products liabilities arisingfrom the sale of pre-closing products and the right to claim insurance coverage for suchliabilities under general liability policies issued to Coltec.In 1997, Fairbanks Morse Pump Corporation, General Signal, and certain other affiliatessold substantially all the assets and liabilities of the Fairbanks Morse Pump business toPentair Inc. (“Pentair”). General Signal retained Fairbanks Morse Pump’s asbestosliabilities and insurance rights for products sold prior to 1997.In 1998, SPX acquired General Signal and in 2003 General Signal merged with SPX.

Because neither Fairbanks Morse Pump Corporation, General Signal, SPX, nor Pentair isparty to any settlement agreement resolving rights against policies in the Pre-Garlock CoverageBlock, any rights that SPX or Pentair may have against the limits remaining under such policiesare not affected by any such agreements.

Prior to these Chapter 11 Cases, SPX received Coltec Asbestos Claims related toFairbanks Morse Pump, either directly or through Pentair. In light of SPX’s rights to the SharedAvailable Insurance, Garrison assumed the defense of Fairbanks Morse Pump cases in order topreserve coverage in the Garlock Coverage Block for GST Asbestos Claims. In doing so,Garrison obtained dismissals of Fairbanks Morse Pump claims without payment, often as part ofa settlement of GST Asbestos Claims.

To continue protecting the Available Shared Insurance during these Chapter 11 Cases,the Existing Debtors filed an adversary proceeding complaint and a motion for preliminaryinjunction seeking an order barring claimants from pursuing asbestos claims against, amongother parties, Coltec, any Non-Debtor Affiliate, or any successor to the Fairbanks Morse Pumpdivision. The Bankruptcy Court issued the requested injunction. See Section 3.1.3 AdversaryProceeding Obtaining Stay of Asbestos-Related Litigation Against Non-Debtor Affiliates, infra.

Under the Comprehensive Settlement, Coltec and the Existing Debtors retain ownershipof all of their rights respecting insurance policies, including any rights they may have to seekreimbursement under the policies for the $480 million in aggregate contributions they make tothe Trust under the Plan. Coltec and the Existing Debtors have the sole right to sue for andcompromise claims against insurance carriers. Coltec and the Existing Debtors are entitled tocollect, as reimbursement for their pre-petition asbestos claim payments or contributions to theTrust, 100% of (a) the full aggregate amount of any settlements and judgments related toinsurance policies in the Garlock Coverage Block and (b) the first $25 million of any settlements

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and judgments related to insurance policies in the Pre-Garlock Coverage Block. Amounts Coltecmay collect in excess of $25 million related to insurance policies in the Pre-Garlock CoverageBlock will be shared equally by Coltec and the Trust. In addition, in connection with anycompromise or settlement with an Asbestos Insurance Entity or successor Entity before entry ofthe Confirmation Order, the Debtors and Reorganized Debtors will, subject to the right of theCommittee and FCR to object, add such Asbestos Insurance Entity to Exhibit E and/or successorEntity (including SPX and Pentair) to Exhibit D. The Committee and FCR will have the right toobject to addition of an Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit Dif they reasonably believe in good faith that (a) the terms of such compromise or settlement, (b)the addition of such Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D, or(c) the extension of the Asbestos Channeling Injunction to such Asbestos Insurance Entity orsuccessor Entity would (i) result in the channeling or transfer to, or assumption by, the AsbestosTrust of any Claims, Demands, duties, obligations, or liabilities (A) that are not Asbestos Claimsor Asbestos Trust Expenses or (B) that are not otherwise contemplated to be the responsibility ofthe Asbestos Trust under this Plan; or (ii) result in or impose undue burden or expense on theadministration of the Asbestos Trust or the Asbestos Trust Assets. Before making any suchaddition to Exhibit D or Exhibit E, the Debtors are required to disclose to the FCR and theAsbestos Claimants Committee the terms of the underlying compromise or settlement andsufficient information concerning the relevant Asbestos Insurance Entity or successor Entity toenable the FCR and the Asbestos Claimants Committee to evaluate the proposed addition underthe criteria specified in the preceding sentence. The Bankruptcy Court will hear and determineany such objection.

Other Assets and Liabilities2.5.1.5

For additional information regarding the consolidated assets and liabilities of EnPro,please see the EnPro Quarterly Report on Form 10-Q for the three months ended March 31, 2016and the EnPro Annual Report on Form 10-K for the year ended December 31, 2015. Thesedocuments are available online at http://www.enproindustries.com/sec-filings.

Asbestos Claims Against Coltec Industries Inc2.5.2

Claimants first began suing Coltec in approximately 1992. Plaintiffs named either Coltecor businesses for whose conduct Coltec or one of its predecessors was alleged to be responsible,including “Fairbanks Morse,” “Fairbanks Morse Engine,” “Fairbanks Morse Pump,” “QuincyCompressor,” “Central Moloney,” “France Compressor,” “Delavan,” and “Farnam.” ThoughColtec received tens of thousands of such claims, and has spent approximately $7.9 million indefense costs on claims naming Coltec or Coltec-related businesses, Coltec has never made anindemnity payment on an asbestos claim. Any Asbestos Claims against Coltec or any otherAsbestos Protected Parties involving allegations about these businesses—or any other businessesor products for which Coltec is alleged to be responsible, including derivative GST AsbestosClaims—are in Class 5, will be channeled to the Asbestos Trust, and will be subject to theAsbestos Channeling Injunction.

Fairbanks Morse. Plaintiffs named “Fairbanks Morse” or “Fairbanks Morse Engine”(“FME”) in complaints, alleging exposure to asbestos from components, principally gaskets, in

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engines and locomotives. Some of these gaskets were likely manufactured by GST, although notall of them were.

The Fairbanks Morse business was founded in the nineteenth century. From the 1930s,the business manufactured engines at its Beloit, WI plant. For example, during World War II,Fairbanks Morse engines were used in submarines for the U.S. Navy, as well as in destroyersand landing ships. Fairbanks Morse engines were also used in power plants and locomotives.

Coltec’s predecessor acquired control over Fairbanks Morse & Co. in 1958, and Coltecowned it as a subsidiary until 1986, when the successor to Fairbanks Morse merged with Coltec(then known as Colt Industries Inc.). Fairbanks Morse is currently a Coltec division. As part ofthe Coltec Restructuring, Fairbanks Morse will become a separate legal entity and will notcontinue as a division of Coltec.

The following table summarizes the total number of asbestos claims naming FME foreach disease category (where available); the number of those claims that were dismissed; and thenumber of those claims that are still open:

Alleged diseaseDismiss

ed Open TotalMesothelioma 202 122 324Lung Cancer 139 42 181Other Cancer 35 3 38Non-malignant 5,023 1,346 6,369No specifieddisease 6,932 381 7,313Total 12,331 1,894 14,225

No indemnity was ever paid for an FME asbestos claim. The FME claims were resolvedonly by dismissal or in connection with payments on GST asbestos claims. About two-thirds ofthe FME claims also named GST.

Fairbanks Morse Pump. Plaintiffs named “Fairbanks Morse Pump” (“FMP”) allegingexposure to asbestos from components in pumps, principally gaskets and packing. Some of thegaskets and packing were likely manufactured by GST, although not all of them were. TheFairbanks Morse business described above also had a pump division, which manufacturedwater-based pump systems in Kansas City, KS. The Fairbanks Morse business was in a Coltecsubsidiary in 1985 when, as described in more detail above in Section 2.5.1.4, that subsidiarysold the assets of the FMP division to FMPD Purchasing Corporation (renamed Fairbanks MorsePump Corporation (“FMPC”)). Fairbanks Morse Pump Corporation assumed FMP’s productliabilities (including any resulting from the pre-closing sale of asbestos-containing pumpproducts), and obtained rights against Coltec’s insurance. The Coltec subsidiary merged withColtec in 1986. FMPC was acquired by General Signal Corporation in 1995, which sold theFMP assets to Pentair Inc. in 1997, while retaining any liability for FMP asbestos claims. SPXacquired General Signal in 1998 and merged with General Signal in 2003, retaining anyliabilities for FMP asbestos claims and corresponding rights against Coltec insurance. Garrisoncontinued to receive and defend the FMP asbestos claims.

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The following table summarizes the total number of claims naming FMP for each diseasecategory (where available); the number of those claims that were dismissed; and the number ofthose claims that are still open:


ed Open TotalMesothelioma 796 707 1,503Lung Cancer 436 341 777Other Cancer 198 93 291Non-malignant 8,272 3,190 11,462No specifieddisease 15,043 1,451 16,494Total 24,745 5,782 30,527

No indemnity was ever paid for an FMP asbestos claim. The FMP claims were resolvedonly by dismissal or in connection with payments on GST asbestos claims. Over three-fourths ofthe FMP claims also named GST.

Quincy Compressor. Plaintiffs named “Quincy Compressor” (“Quincy”), allegingexposure to asbestos from components in compressors, principally gaskets. Some of thosegaskets were likely manufactured by GST, although not all of them were.

Coltec’s predecessor acquired Quincy Inc in 1966, and the successor of that subsidiaryeventually merged into Coltec, with Quincy thereafter operated as a division of Coltec. InDecember 2009, Coltec sold the assets of the Quincy division to Fulcrum Acquisition LLC,retaining any liability for asbestos claims.

The following table summarizes the total number of asbestos claims naming Quincy foreach disease category (where available); the number of those claims that were dismissed; and thenumber of those claims that are still open:


ed Open TotalMesothelioma 40 34 74Lung Cancer 41 46 87Other Cancer 16 6 22Non-malignant 1,970 201 2,171No specifieddisease 5,355 129 5,484Total 7,422 416 7,838

No indemnity was ever paid for a Quincy asbestos claim. The Quincy claims wereresolved only by dismissal or in connection with payments on GST asbestos claims. Over 40%of the Quincy claims also named GST.

Central Moloney. According to Garrison’s database, plaintiffs named “Central Moloney”as a defendant in three cases. Garrison believes the suits alleged that transformers CentralMoloney manufactured contained asbestos gaskets. At certain points in time, Coltec or its

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predecessors operated a division named Central Moloney Transformer or owned a subsidiarynamed Central Transformer Corporation, Central Transformer Inc, or Central Moloney Inc.

No indemnity was ever paid for a Central Moloney asbestos claim. The three claimsremain open, according to Garrison’s records. Two of the three claims also name GST.

France Compressor. Plaintiffs have named “France Compressor” as a defendant, allegingexposure to asbestos from components in compressors. Divisions named France Products andFrance Compressor Products were, at various times, operated by GST, and then after 1995, as asubsidiary of Coltec. In fact, the various entities or businesses known as France Compressormade parts for compressors, not compressors, and never marketed or manufactured anyasbestos-containing products.

According to Garrison’s database, plaintiffs named “France Compressor” 47 times inasbestos litigation, all in 1994, 1995, or 2000. Five of the suits alleged lung cancer, forty allegednon-malignant conditions, and two did not specify an alleged disease. According to the database,25 of the claims remain open. No indemnity was ever paid for a France Compressor asbestosclaim, and the claims were resolved only by dismissal or in connection with payments onasbestos claims against GST. All of the suits named GST as well.

Delavan. According to Garrison’s database, plaintiffs named “Delavan” (or sometimes“Delevan” or “Delavan Instruments”) collectively 3,711 times, all between 1999 and 2002. Theallegations in these lawsuits appear to have involved equipment that allegedly hadasbestos-containing components. At certain points in time, Coltec or its predecessors operateddivisions named Delavan Gas Turbine Products, Delavan Spray, Delavan-Carroll, Delavan SteelTreating and Delavan Power Generation and owned subsidiaries named Delavan Inc,Delavan-Carroll Inc., Delavan-Delta, Inc., and Delavan Spray, LLC.

The following table summarizes the number of claims naming Delavan for each diseasecategory (where available); the number of those claims that were dismissed; and the number ofthose claims that are still open:


ed Open TotalMesothelioma 16 10 26Lung Cancer 19 11 30Other Cancer 11 1 12Non-malignant 1,077 584 1,661No specifieddisease 1,779 152 1,931Total 2,902 758 3,660

No indemnity was ever paid for a Delavan asbestos claim, and the claims were resolvedonly by dismissal or in connection with payments on asbestos claims against GST. All but 70 ofthe suits named GST as well.

Farnam. According to Garrison’s database, plaintiffs have named “Farnam” as adefendant 209 times, all in 1994, 2003, and 2004. Garrison believes the claims alleged Farnam

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was a regional distributor of asbestos-containing products, including gaskets, or manufacturedasbestos-containing gaskets. At certain points in time, Coltec or its predecessors operated adivision named Farnam Sealing Systems or owned a subsidiary named F. D. Farnam Co., F.D.Farnam Inc, or Farnam Sealing Systems Inc.

The following table summarizes the number of claims naming Farnam for each diseasecategory (where available); the number of those claims that were dismissed; and the number ofthose claims that are still open:

Alleged diseaseDismisse

d Open Total

Mesothelioma 0 0 0Lung Cancer 8 0 8Other Cancer 5 1 6Non-malignant 169 21 190No specified disease 0 5 5Total 182 27 209

No indemnity was ever paid for a Farnam asbestos claim, and the claims were resolvedonly by dismissal or in connection with payments on GST asbestos claims. All but one of thesuits named GST as well.

Coltec or EnPro. Finally, plaintiffs from time to time named Coltec or EnPro incomplaints directly, usually without any particular product allegations, but presumably on thebasis of allegations involving either GST or one or more of the businesses listed above. EnProitself has never manufactured or sold any asbestos-containing products. The following tablesummarizes the number of claims naming Coltec or EnPro rather than one of the businessesabove for each disease category (where available), the number of those claims that weredismissed; and the number of those claims that are still open:


ed Open TotalMesothelioma 428 314 742Lung Cancer 864 639 1,503Other Cancer 608 74 682Non-malignant 10,822 11,377 22,199No specifieddisease 44,288 4,729 49,017Total 57,010 17,133 74,143

No indemnity was ever paid for an asbestos claim against Coltec or EnPro, and theclaims were resolved only by dismissal or in connection with payments on GST asbestos claims.More than 85% of the suits named GST as well.

For purposes of the Plan, claimants who allege and can establish contact as required bythe CRP with asbestos-containing components of any of the products of Fairbanks MorseEngine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, France Compressor,Delavan, Farnam, or any other Coltec business operation will be able to establish Coltec/GSTProduct Contact as defined by the CRP. Such claimants will be entitled to present only a single

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claim for payment, however, and not multiple claims (and will not receive any additionalpayment on account of any contact with GST asbestos-containing products), just as GSTAsbestos Claimants will be entitled to present only a single claim for payment even if they alsohad contact with Coltec products.

Coltec Restructuring and Assets and Liabilities of Filing Entity2.5.3OldCo, LLC

The Coltec Restructuring is an essential part of the Comprehensive Settlement that wascarefully negotiated and vetted by the Plan Proponents prior to entering into the ComprehensiveSettlement. The restructuring is necessary to an expeditious implementation of theComprehensive Settlement and to avoid disruption and damage to EnPro’s businesses. TheComprehensive Settlement would not have been reached and cannot be consummated withoutthe Coltec Restructuring. If Coltec Industries Inc were to file for Chapter 11 reorganizationwithout first consummating the Coltec Restructuring, it would not provide any additionalcompensation to pay Asbestos Claims under the Plan, and Coltec would not have agreed to theComprehensive Settlement absent agreement that the Coltec Restructuring would occur.

As explained in more detail following, the Coltec Restructuring involves (i) acontribution of an operating division of Coltec Industries Inc, Fairbanks Morse, to a new,wholly-owned subsidiary of Coltec Industries Inc and, subsequently, (ii) the merger of ColtecIndustries Inc with and into a new wholly-owned indirect subsidiary of EnPro, OldCo, LLC, aNorth Carolina limited liability company and (iii) a distribution of certain assets and liabilities ofthe former Coltec Industries Inc (including all of the ownership interests in the formersubsidiaries of Coltec Industries Inc as acquired in the merger but excluding the LearningSystem assets and operations and the Garrison Equity Interests) to a new, wholly-owned directsubsidiary of EnPro, New Coltec, Inc., a North Carolina corporation (“New Coltec”). OldCo (assuccessor to Coltec Industries Inc) will then file a Chapter 11 petition to implement theComprehensive Settlement, together with GST and Garrison, through the Plan.

Accordingly, except for Learning System and Garrison, the businesses operated byColtec Industries Inc and its direct and indirect subsidiaries owned prior to the ColtecRestructuring will not be subject to the bankruptcy case. However, New Coltec will commit toprovide sufficient cash to OldCo (as successor to Coltec Industries Inc), to fund OldCo’spost-petition operations and administrative expenses and meet its obligations under the Plan andwill enter into a keepwell agreement (the “Keepwell”) in favor of OldCo as more fully describedlater in this section.

The Coltec Restructuring will take place in two stages:

The first stage commenced shortly after the execution and announcement of theComprehensive Settlement and is projected to be completed prior to acceptance of the Plan bythe Asbestos Claimants. Coltec Industries Inc has formed a direct, wholly-owned subsidiary,Fairbanks Morse, LLC, a North Carolina limited liability company (“New Fairbanks Morse”).Coltec Industries Inc will contribute all of the assets and liabilities related to the operation of itsFairbanks Morse division to New Fairbanks Morse during the fourth calendar quarter of 2016.

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New Fairbanks Morse will not be part of OldCo when that company’s Chapter 11 petition iseventually filed.

During this initial stage, in preparation for the second stage, EnPro will also form NewColtec, and certain administrative and general corporate functions will migrate from ColtecIndustries Inc to New Coltec. After its formation, New Coltec will itself form OldCo. Uponcompletion of this first stage, the simplified organizational structure of EnPro will be as follows:

The second stage of the Coltec Restructuring will not occur unless and until the BallotingAgent files the Voting Certification confirming that Asbestos Claimants have accepted the Planin requisite numbers and amounts. This stage will not be consummated unless at least 75% of thevoting Asbestos Claimants holding at least two-thirds of the claim amounts vote to accept thePlan. If that condition is met, Coltec Industries Inc will then merge with and into OldCo, withOldCo being the surviving entity of the merger, as depicted below.

As a result of this merger, OldCo (as the successor to Coltec Industries Inc) will be adirect, wholly-owned subsidiary of New Coltec, with the ownership of all of the directsubsidiaries of Coltec Industries Inc transferring by merger to OldCo, as set forth in thefollowing simplified organizational structure.

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OldCo will then distribute and transfer all of its assets and ownership interests in itsdirect subsidiaries (including all of the ownership interests in the former subsidiaries of ColtecIndustries Inc as acquired in the merger), except for Learning System, the Garrison EquityInterests, and certain insurance rights and assets, to its parent, New Coltec. As part of thisdistribution, New Coltec will assume all of OldCo’s liabilities except for obligations related toColtec Asbestos Claims and GST Asbestos Claims. The assumed liabilities will include OldCo’sobligations (as successor to Coltec) under the Coltec Note, the Coltec Guaranty, and relateddocuments, and GST will request the Bankruptcy Court to enter an order releasing OldCo fromits obligations under the Coltec Note and Coltec Guaranty and permitting substitution of NewColtec as the obligor under those instruments.

In connection with the distribution, New Coltec will also commit to contribute cash toColtec in an amount which will be sufficient to fund Coltec’s $30 million cash contribution tothe Asbestos Trust on the Effective Date and, as reasonably estimated by EnPro, OldCo’santicipated cash needs during the administration of its Chapter 11 case. In addition, New Coltecwill enter into the Keepwell in favor of OldCo committing to make further contributions toOldCo as necessary to maintain its solvency and to provide for its financial stability. Inconsideration of the Keepwell, OldCo will agree not to incur indebtedness other than ordinarycourse business expenses of Learning System and the costs and expenses of administration of itsChapter 11 case.

Learning System will then be merged with and into OldCo, with OldCo being thesurviving entity of the merger.

Upon completion of the distribution and the merger of Learning System, the simplifiedorganizational structure of EnPro will be as follows:

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OldCo (as successor to Coltec Industries Inc) will then file a Chapter 11 petition toimplement the Comprehensive Settlement, together with GST and Garrison, through the Plan.As a result of the Coltec Restructuring and as of the Coltec Petition Date, the filing entity OldCowill hold or will have access to more than $30 million in cash, will own and operate theLearning System business as an operating division, will own the Garrison Equity Interests andwill have certain access to capital from New Coltec under the Keepwell, which will provide forOldCo’s solvency and financial stability during the pendency of the Chapter 11 proceedingsfollowing the Coltec Petition Date. OldCo (as successor to Coltec Industries Inc) will beresponsible for any liability associated with Coltec Asbestos Claims, but will agree to incur noother liabilities except those incurred in the ordinary course of business of its Learning Systemdivision. OldCo (as successor to Coltec Industries Inc) may continue to have secondary liabilityfor certain of its legacy non-asbestos liabilities assumed by New Coltec as part of the distributiondescribed above, but New Coltec will have primary responsibility for all such liabilities andcontractual obligations to OldCo with respect to such liabilities.

THE CHAPTER 11 FILINGS3.

SIGNIFICANT EVENTS DURING THE COURSE OF THE CHAPTER 11 3.1CASES

There have been many pleadings filed with the Bankruptcy Court, and many hearingshave been conducted in connection with such pleadings. A general description of significantevents related to Asbestos Claims during the Chapter 11 Cases follows. Pleadings referencedbelow may be obtained from the Bankruptcy Court for review. The docket for each case shouldbe consulted to obtain a complete list of pleadings filed and events scheduled.

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Appointment of Official Creditors Committees and the Future3.1.1Claimants’ Representative

Official Committee of Unsecured Creditors3.1.1.1

The Official Committee of Unsecured Creditors (“Unsecured Creditors’ Committee”)was formed by order of the Court entered June 17, 2010 (Docket No. 104).

Asbestos Claimants Committee3.1.1.2

The Committee was formed by order of the Court entered on June 16, 2010 (Docket No.101), and the makeup of the Committee was modified by order entered on July 20, 2010 (DocketNo. 260). The current members of the Committee are the following (listed with the law firmrepresenting each member):

Committee Member Law FirmDiane Allen Kazan, McClain, Satterley

& Greenwood, PLCWilliam Ames Warren Simmons Hanly ConroyTimothy Koeberle Waters & Kraus, LLPMadonna Guzzo Lipsitz & Ponterio, LLCRobert Wirwicz Thornton & Naumes, LLPCharles and Loretta Willis Simon Greenstone Panatier

Bartlett, PCGary Terry Cooney & ConwayDeborah Papaneri Paul, Reich & Myers, PCSheri Hoover Motley Rice LLCEllen Fox Weitz & LuxenbergDenis Burns Belluck & Fox, LLPJoseph D. Boyer The Jaques Admiralty Law

Firm, PC

Representative for Future Asbestos Claimants3.1.1.3

The Court entered an order appointing Joseph W. Grier, III as the FCR (Docket No. 512)on September 16, 2010.

Employment of Professionals3.1.2

The Debtors, the Unsecured Creditors’ Committee, the Committee and the FCR haveemployed the following professionals in the Chapter 11 Cases with the Bankruptcy Court’sapproval (except for the Debtors’ Ordinary Course Professionals that were employed by separateorders and disclosures):


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Professional Scope of RepresentationDate

ApprovedRayburn, Cooper & Durham, P.A. Bankruptcy Counsel to the Debtors 07/12/10 (Docket

No. 200)Robinson Bradshaw & Hinson,P.A.

Special Corporate and LitigationCounsel to the Debtors

07/12/10 (DocketNo. 201)

Covington & Burling, LLP Special Insurance Counsel to theDebtors

07/12/10 (DocketNo. 202)

Del Sole Cavanaugh Special Asbestos Defense Counselto the Debtors

07/12/10 (DocketNo. 203)

Schachter Harris, LLP Special Asbestos Defense Counselto the Debtors

07/21/10 (DocketNo 264)

Bates White, LLC Asbestos Claim ValuationConsultant to the Debtors

07/21/10 (DocketNo. 265)

Grant Thornton, LLP Audit Accountants for the Debtors 10/01/10 (DocketNo. 577) and9/30/11 (DocketNo. 1537)

Forman, Perry, Watkins, Krutz &Tardy, LLP

Special Asbestos Defense Counselto the Debtors

12/23/11 (DocketNo. 971)

Katten Muchin Rosenman, LLP Counsel to the Unsecured Creditors’Committee

09/16/10 (DocketNo. 514)

FSB FisherBroyles Substituted Counsel to theUnsecured Creditors’ Committee

05/12/11 (DocketNo. 1332)

Caplin & Drysdale, Chartered Counsel to the Committee 08/16/10 (DocketNo. 392)

Hamilton Moon Stevens Steele &Martin, PLLC

Former Co-Counsel to theCommittee

08/06/10 (DocketNo. 314)

Moon Wright & Houston, PLLC Substituted Co-Counsel to theCommittee

04/21/11 (DocketNo. 1287)

Charter Oak Financial Consultants,LLC

Financial Advisors to the Committee 08/25/10 (DocketNo. 423)

Legal Analysis Systems, Inc. Asbestos Claim ValuationConsultant to the Committee

08/25/10 (DocketNo. 424)

Orrick, Herrington & Sutcliffe,LLP

Counsel to the FCR 10/06/10 (DocketNo. 580)

Grier, Furr & Crisp, P.A. Co-Counsel to the FCR 09/30/10 (DocketNo. 569)

Hamilton Rabinovitz &Associates, Inc.

Asbestos Claim ValuationConsultant to the FCR

12/09/10 (DocketNo. 850)

Lincoln Partners Advisors, LLC Financial Advisor to the FCR 12/17/10 (DocketNo. 896)

FTI Consulting, Inc. Financial Advisors to the Debtors 12/02/11 (DocketNo. 1679)

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Professional Scope of RepresentationDate

ApprovedMotley Rice LLC Special Litigation Counsel to the

Committee07/03/12 (DocketNo. 2343)

Waters & Kraus LLP Special Litigation Counsel to theCommittee

07/03/12 (DocketNo. 2343)

A. M. Saccullo Legal, LLC Delaware Counsel to the Committee 08/22/12 (DocketNo. 2467)

Grossman & Moore PLLC Kentucky Counsel to the Committee 12/04/12 (DocketNo. 2660)

Adversary Proceeding Obtaining Stay of Asbestos-Related Litigation3.1.3Against Non-Debtor Affiliates

On June 7, 2010, the Existing Debtors filed an adversary proceeding complaint, GarlockSealing Technologies LLC, et al. v. Those Parties Listed on Exhibit B to Complaint andUnknown Asbestos Claimants (Adversary Proceeding No. 10-03145, United States BankruptcyCourt for the Western District of North Carolina), and a motion for preliminary injunctionseeking an order barring asbestos claimants from pursuing claims against Coltec or anyNon-Debtor Affiliate. On June 7, 2010, the Bankruptcy Court issued a temporary restrainingorder (Docket No. 9) and on June 21, 2010, a preliminary injunction (Docket No. 14) grantingthe requested relief.

On April 30, 2012, the Committee and the FCR filed their Joint Motion to ModifyPreliminary Injunction in Order to Permit Certain Claims to Proceed in conjunction with theirJoint Motion of the Official Committee of Asbestos Personal Injury Claimants and the FutureClaims Representative for Leave to Control and Prosecute Certain Claims as EstateRepresentatives. This motion sought leave to pursue claims against Coltec and certainNon-Debtor Affiliates as more specifically described in Section 2.3.5.1 above. The Court deniedthe Committee and FCR’s motion for leave without prejudice in the Order Denying Leave (Adv.Proc. No. 10-03145, Docket No. 51).

Extensions of Exclusivity Period3.1.4

The Court entered three orders extending the Existing Debtors’ exclusive periods to fileand solicit acceptances of a Chapter 11 plan. By order of the Court entered on May 20, 2011(Docket No. 1349), the Court granted the Existing Debtors’ final extension of (i) the exclusiveperiod to file a reorganization plan (or plans) through November 28, 2011 and (ii) the exclusiveperiod to solicit acceptances of a plan through and including January 26, 2012. The ExistingDebtors filed a Plan of Reorganization (Docket No. 1664) on November 28, 2011 (the “InitialPlan”), prior to the termination of their exclusive period to file a reorganization plan, but did notsolicit acceptances of the Initial Plan. Therefore, as of January 26, 2012, the Existing Debtors’exclusive periods to file and solicit acceptances to a Chapter 11 plan have expired, and any partyin interest may file an alternative Chapter 11 plan and seek permission of the Bankruptcy Courtto solicit acceptances for such a plan. As of the filing of this Disclosure Statement, no other

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party in interest has filed a plan. The Existing Debtors filed their First Amended Plan ofReorganization on May 29, 2014 and their Second Amended Plan of Reorganization on January14, 2015.

December 9, 2010 Discovery Order3.1.5

On December 9, 2010, the Bankruptcy Court entered an order (Docket No. 853) (the“December 9 Order”) establishing a six-month period for “conducting preliminary discoveryrelated to estimation, for purposes of formulating a plan of reorganization, of the Debtors’liability for pending and future asbestos-related claims for personal injury and wrongful death.”The December 9 Order also permitted the Committee and FCR to conduct a six-month period ofdiscovery regarding pre-petition related party transfers and the 2005 Corporate Restructuringthat produced the Coltec Note and the Stemco Note.

Order Granting the Existing Debtors’ Motion for Estimation of3.1.6Mesothelioma Claims

On December 2, 2011, the Existing Debtors moved the Bankruptcy Court to estimate theaggregate number and amount of allowed current and future mesothelioma claims againstDebtors GST and Garrison pursuant to Bankruptcy Code Section 502(c) (Docket No. 1683) (the“Estimation Motion”). On April 13, 2012, the Bankruptcy Court entered the Order forEstimation of Mesothelioma Claims (Docket No. 2102) (the “Estimation Order”) granting theEstimation Motion and setting the scope and purpose of the estimation proceeding. TheBankruptcy Court concluded that it would hold a trial to estimate allowed mesothelioma claimspursuant to Bankruptcy Code Section 502(c) for the purpose of determining the feasibility of anyChapter 11 plan of reorganization that might be proposed in the Cases. The Bankruptcy Courtinitially scheduled the estimation trial to commence on December 3, 2012 but eventuallycontinued the trial to July 22, 2013.

In the Estimation Order, the Bankruptcy Court ruled that it would consider properlysupported evidence based upon both the “settlement approach,” which the Committee and FCRproposed to employ for the estimation of mesothelioma claims, and the “legal liabilityapproach,” which Debtors proposed to employ.

Estimation Trial and Order Estimating Aggregate Mesothelioma3.1.7Liability

For more than two years before the estimation trial, the Existing Debtors, Coltec, theCommittee, and the FCR engaged in contentious, time-consuming, and expensive litigationregarding the proper scope of discovery of evidence supporting their respective theories ofestimation. Discovery permitted by the Bankruptcy Court, often over the objection of one ormore of the parties, included:

A questionnaire issued to Asbestos Claimants who asserted pendingmesothelioma claims against GST, requiring such claimants to provide basicinformation about their claims, including: asbestos exposure information relatingto GST’s and third parties’ products; facts about their lawsuits in the tort system;

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tort defendants against which they had asserted claims and the status of suchclaims; and bankruptcy trusts against which they had asserted claims and thestatus of such claims.Two supplemental questionnaires issued to different samples of pendingmesothelioma claimants, seeking information about known exposures to asbestosand aggregate data regarding claimants’ settlement and other recoveries from tortdefendants and from bankruptcy trusts.Subpoenas by the Existing Debtors for ballots from other bankruptcy cases,seeking copies of ballots cast by or on behalf of asbestos personal injuryclaimants in those cases.A subpoena by the Existing Debtors to the Delaware Claims Processing Facility,seeking data regarding claims filed by persons whose mesothelioma claims GSTand Garrison settled between 1999 and 2010.Subpoenas by the Existing Debtors to six law firms who represented plaintiffs infifteen resolved mesothelioma cases, seeking documents and testimony pertainingto those plaintiffs’ asbestos exposures.Extensive discovery by the Committee and FCR issued to Debtors and certainthird parties, pertaining to the history of asbestos litigation against the Debtors.Settlement approval and trial evaluation forms containing privilegedcommunications between GST, Garrison, and their in-house lawyers and outsidedefense lawyers that contained evaluations of certain cases that GST settled,which were produced before and during the estimation hearing pursuant to theCourt’s finding of a limited waiver of privilege.Dozens of fact and expert witness depositions taken by Debtors, the Committee,the FCR, and Coltec.

From July 22 to August 22, 2013, over seventeen trial days, the Bankruptcy Courtconducted an evidentiary hearing pursuant to the Estimation Order to determine a reliableaggregate estimate of GST’s present and future mesothelioma claims. The Existing Debtors’experts projected Garlock’s aggregate mesothelioma liability at not more than $125 million, andthe Committee and FCR offered opinions from each of their experts estimating that GST’saggregate liability for mesothelioma claims exceeded $1 billion.

That trial culminated in entry on January 10, 2014 of the 65-page Estimation Opinion, inwhich the Bankruptcy Court estimated GST’s aggregate liability for present and futuremesothelioma claims at $125 million. See In re Garlock Sealing Technologies LLC, 504 B.R. 71,97 (Bankr. W.D.N.C. 2014). The Committee took the position that the Estimation Opinion wasinterlocutory, and stated its intention to appeal from that decision once it became a final order orotherwise ripe for appellate review. The Debtors maintain that the Estimation Opinion is correctand is the law of the case.

Because of the great magnitude of mesothelioma claims in comparison to claims basedon other allegedly asbestos-related diseases, the parties agreed and the Bankruptcy Court orderedthat the estimation proceeding would not include any estimated liability for non-mesotheliomaclaims. Id. at 75. As noted above, the Bankruptcy Court also excluded asbestos-related claimsagainst Anchor from its estimate.

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Committee’s Motion to Reopen Estimation Record3.1.8

On June 4, 2014, the Committee moved the Bankruptcy Court to reopen the record of theestimation proceeding to permit the Committee to present supplemental evidence after takingadditional discovery from the Existing Debtors and then to seek modification of the EstimationOpinion based on such additional evidence. (Docket Nos. 3725 and 3726). The Existing Debtorsand Coltec objected. (Docket Nos. 3725 and 3726). On December 4, 2014, the Bankruptcy Courtdenied the Committee’s motion. (Docket. Nos. 4260 and 4274; 12/4/2014 transcript).

Committee Discovery Regarding Pre-Petition Transactions3.1.9

Pursuant to the December 9 Order authorizing discovery from the Existing Debtors,Coltec, and other affiliates relating to the 2005 Corporate Restructuring and other pre-petitioninsider transactions, the Committee and FCR propounded multiple interrogatories and requestsfor production of documents on the Existing Debtors, Coltec, other non-debtor affiliates, andcertain third parties. The respondents produced voluminous documents. The discovery obtainedeventually resulted in decisions by the Committee and the FCR to file their Joint Motion forLeave, Proposed Complaint, and Motion for Modification seeking to assert breach of fiduciaryduty claims against the Former Managers and fraudulent transfer, unjust enrichment, conspiracyto defraud, successor liability, alter ego, and other claims against the Corporate Defendants. Seesupra, Section 2.3.5.1 (Avoidance Actions).

The Debtors’ Initial Plan of Reorganization3.1.10

On November 28, 2011, the Debtors filed their Initial Plan (Docket No. 1664), as well asthe Disclosure Statement for Debtors’ Joint Plan of Reorganization (Docket No. 1666) (the“First Disclosure Statement”) and the exhibit book related to the Initial Plan (Docket No.1665). The Debtors filed a supplemental exhibit book on December 16, 2011 (Docket No.1722). The Committee and FCR each filed objections to approval of the First DisclosureStatement (Docket Nos. 1806 and 1808), to which the Debtors responded (Docket No. 1823).The Court did not hold a hearing on approval of the First Disclosure Statement.

The Debtors’ First Amended Plan of Reorganization3.1.11

On May 29, 2014, the Existing Debtors filed the Debtors’ First Amended Plan ofReorganization (Docket No. 3708), as well as the Disclosure Statement for Debtors’ FirstAmended Plan of Reorganization (Docket No. 3710) (the “Second Disclosure Statement”) andthe exhibit book related to the Debtors’ First Amended Plan of Reorganization (Docket No.3709). The Committee filed objections to approval of the Second Disclosure Statement (DocketNos. 3961 and 4107), to which the Debtors responded (Docket No. 4094). The Court did nothold a hearing on approval of the Second Disclosure Statement.

The Settlement Agreement with the Future Claimants’ Representative3.1.12Regarding the Second Amended Plan

Following entry of the Estimation Opinion on January 10, 2014, the Existing Debtors meton numerous occasions with the FCR and the Committee to negotiate terms of a plan of

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reorganization that would be agreeable to both the FCR and the Committee. The negotiationsfailed to result in a consensual plan.

The Debtors simultaneously and separately discussed with the FCR and Committee theterms of plans that would be agreeable to each. On January 9, 2015, Debtors and the FCRreached an agreement in principle on a plan that the FCR would support, resolving all GSTAsbestos Claims. On January 13, 2015, the Debtors and the FCR reached substantial agreementon the Second Amended Plan, which incorporated the agreement with the FCR.

Although the Second Amended Plan retained the fundamental structure of the FirstAmended Plan, to support the Plan, the FCR requested, and the Debtors agreed to provide,increased funding for GST Asbestos Claimants (including increased funding for a SettlementFacility that would extend settlement offers to qualifying GST Asbestos Claimants, as well asincreased contingent funding for the litigation of GST Asbestos Claims), as well as variouschanges to the CRP to benefit GST Asbestos Claimants.

Neither the Initial Plan, the First Amended Plan, nor the Second Amended Plan sought toresolve and treat Coltec Asbestos Claims in their entirety as a class.

Preliminary Confirmation Proceedings on the Now-Superseded3.1.13Second Amended Plan

Confirmation proceedings on the now-superseded Second Amended Plan commencedand progressed through preliminary stages. On January 26, 2015, on motions made or supportedby the Debtors and the FCR, and over the objections or limited objections of the Committee, theBankruptcy Court granted the Asbestos Claims Bar Date, established certain solicitation andconfirmation procedures, and approved a disclosure statement for the Second Amended Plan.

The voting deadline on the Second Amended Plan was October 6, 2015. On December 4,2015, the Balloting Agent reported that the holders of current GST Asbestos Claims in Class 4had rejected the Second Amended Plan by a large margin. As they had previously stated,however, the Existing Debtors announced that they would ask the Bankruptcy Court to confirmthe Second Amended Plan, despite Class 4’s rejection of it, in accordance with the “cramdown”provisions of the Bankruptcy Code. On October 6, 2015 and December 18, 2015, the Committeefiled objections to the Second Amended Plan, contending that the plan was unconfirmable onvarious grounds, as did certain persons who described themselves as being at risk ofmalignancies and therefore as potential future GST Asbestos Claimants. (Docket Nos. 4883,4885, 5160).

As of January 2016, discovery pertaining to the Second Amended Plan and the objectionsthereto was underway, and the parties were preparing for a contested confirmation hearing thatwas scheduled to commence on June 20, 2016. Additionally, the Bankruptcy Court wasscheduled to hear argument, commencing on January 6, 2016, on certain cross-motions forsummary judgment that the parties had filed and briefed. These cross-motions for summaryjudgment raised certain threshold issues going to whether or not the Second Amended Plan wasconfirmable under the Bankruptcy Code or could be “crammed down” over objections. SeeCommittee’s Motion For Summary Judgment Denying Confirmation Based on Plan’s Failure to

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Comply with Bankruptcy Code Section 524(g) (Docket No. 5071) and Motion for PartialSummary Judgment That Class 4 Claims Are Impaired and the FCR Has No Authority to Voteon the Plan (Docket No. 5069); Debtors’ and FCR’s Motion for Partial Summary Judgment ThatSection 524(g) Is Not Exclusive and the FCR Has Authority to Vote (Docket No. 5072);Opposition of the Official Committee of Asbestos Personal Injury Claimants to the Debtors andFuture Claims Representative’s Motion for Partial Summary Judgment (Docket No. 5159);Debtors’ and FCR’s Opposition to Committee Motion for Summary Judgment on 524(g) andFCR Authority To Vote (Docket No. 5161); Debtors’ Opposition to Committee Motion forPartial Summary Judgment That Class 4 Is Impaired (Docket No. 5162).

Litigation Moratorium3.1.14

On January 5, 2016, the Existing Debtors, the Committee and the FCR jointly requestedthe Bankruptcy Court to order a suspension of litigation on confirmation issues related to theSecond Amended Plan in order to accommodate negotiations on a fully consensual plan ofreorganization. This request for a litigation stay followed several months of negotiations betweenthe Committee and the FCR on claims resolutions procedures that would be an integral part ofany fully consensual settlement. Based on the progress made in the negotiations regarding theclaims resolution procedures, the Committee proposed negotiations involving four parties—theDebtors, the Committee, the FCR, and Coltec—that would address all terms of a plan ofreorganization and that would fully resolve asbestos claims against Coltec as well as thoseagainst GST.

The Bankruptcy Court continued the hearing on the parties’ cross motions for summaryjudgment from January 6, 2016 to March 1, 2016 and the parties agreed to a 30-day moratoriumon discovery in the confirmation proceedings. The Bankruptcy Court also continued the hearingon the proposed confirmation of the Second Amended Plan to August 15, 2016. As negotiationsprogressed, EnPro joined the discussions, and the parties agreed to extend the moratorium twiceand to continue the summary judgment hearings, first until March 10, 2016, and thenindefinitely.

Ad Hoc Coltec Asbestos Claimants Committee and Discussions3.1.15Resulting In Comprehensive Settlement

In mid-February 2016, the parties reached an understanding that, for purposes of thenegotiations, an ad hoc committee should be established for Coltec Asbestos Claimants and thatan ad hoc legal representative for holders of future Coltec Asbestos Claims should alsoparticipate. The Ad Hoc Coltec Committee was formed consisting of attorneys from each of thefollowing plaintiffs’ law firms: Belluck & Fox; Cooney & Conway; The Jaques Admiralty LawFirm; Simon, Greenstone, Panatier & Bartlett; Thornton & Naumes; and The Lanier Law Firm.Each of these, other than The Lanier Law Firm, already represented and continues to representan Asbestos Claimant against GST on the Committee. All of the aforementioned law firms,including The Lanier Law Firm, represent Coltec Asbestos Claimants and filed claims on behalfof those individuals before the litigation was stayed in 2010. The Committee and the Ad HocColtec Committee thereafter functioned in unison in the negotiations and continue to do so withrespect to the Plan, based on the overlapping claims histories and essential unity of interests asbetween GST Asbestos Claimants and Coltec Asbestos Claimants.

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Also in mid-February 2016, Joseph W. Grier, III, the current FCR in the Chapter 11Cases, agreed to serve as the ad hoc legal representative for future Coltec Asbestos Claimants.Mr. Grier thereafter participated in the negotiations in both capacities, and continues to act inboth capacities with respect to the Plan, based on the overlapping claims histories and essentialunity of interests as between GST Asbestos Claimants and Coltec Asbestos Claimants.

On March 17, 2016, EnPro and the Plan Proponents entered into the ComprehensiveSettlement by signing the Term Sheet for Permanent Resolution of All Present and Future GSTAsbestos Claims and Coltec Asbestos Claims. See Exhibit 2 hereto. Each of the parties agreed torecommend that Asbestos Claimants accept and vote in favor of the Plan, which incorporates theComprehensive Settlement, and to use their best efforts to prepare and obtain the entry of orders ofthe Bankruptcy Court and the District Court confirming such a plan and issuing the injunctionsdescribed in the Plan and this Disclosure Statement.

IMPORTANT BAR DATES AND DEADLINES4.

NON-ASBESTOS CLAIMS BAR DATE4.1

On September 7, 2011, the Bankruptcy Court entered the Bar Date Order (Docket No.1478) (the “Non-Asbestos Claims Bar Date Order”), which established December 12, 2011 asthe bar date for Non-Asbestos Claims against the Existing Debtors. Pursuant to theNon-Asbestos Bar Date Order, absent relief from the Bankruptcy Court, any Holder of aNon-Asbestos Claim against GST, Garrison, or Anchor that failed to file such a timelyproof of Claim to the extent required by such Order, applicable Bankruptcy Code sectionsor Bankruptcy Rules, or other orders of the Bankruptcy Court with the Bankruptcy Courton or before such time shall have their Claim be deemed a Disputed Claim against any ofthe Existing Debtors or alternatively, shall be deemed to have such Claim as was listed inthe Schedules of Assets and Liabilities, as may be amended, filed by an Existing Debtor inthe amount scheduled so long as the Claim was not scheduled as disputed, contingent orunliquidated. Pursuant to the terms of the Non-Asbestos Bar Date Order, the Plan, andthe Confirmation Order, any such Claim and the Holder thereof will be enjoined fromcommencing or continuing any action, employment of process or act to collect, offset,recoup or recover such Claim other than to seek to have such Claim determined to be anAllowed Claim in the Bankruptcy Court.

SETTLED GST ASBESTOS CLAIMS BAR DATE4.2

On April 28, 2014, Debtors filed a Motion for an Order (A) Establishing a Bar Datefor Filing Settled GST Asbestos Claims, (B) Approving the Proof of Claim Form and (C)Approving the Form of and Procedures for Notice to Settled GST Asbestos Claims (DocketNo. 3590) (the “Settled Claims Bar Date Motion”). On July 9, 2014, over objections filedby the Committee, the Court entered its Order on Debtors’ Motion to Establish Bar Date forSettled Asbestos Claims and Related Relief, setting September 30, 2014 as the Settled ClaimsBar Date, by which holders of settled GST Asbestos Claims that were unscheduled or werescheduled as disputed were required to file their proofs of claim.

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On October 20, 2014, the Debtors moved to disallow certain disputed settled GSTAsbestos Claims because the Holders of such settled GST Asbestos Claims failed to fileproofs of claim by the Settled Claims Bar Date. (Docket Nos. 4168-4171). On December 9,2014, the Court entered orders disallowing such claims (Docket Nos. 4261-4264).

Under the terms of the Plan and CRP, settled GST Asbestos Claims that were notscheduled as undisputed and did not file their claims on or before the Settled Claims Bar Datewill not be entitled to payment as settled GST Asbestos Claims unless they obtain relief fromthe Bankruptcy Court. Claimants who did not meet the Settled Claims Bar Date may pursuetheir claims against the Asbestos Trust as unsettled Asbestos Claims, subject to all other CRPcriteria.

BAR DATE FOR CERTAIN GST ASBESTOS CLAIMS4.3

On November 26, 2014, the FCR filed a Motion for an Asbestos Claims Bar Date andRelated Relief (Docket No. 4247), seeking a bar date for manifested but unliquidatedasbestos personal injury claims. Over the objections of the Committee, the Bankruptcy Courtentered the Asbestos Claims Bar Date and Solicitation Order, which established a bar date ofOctober 6, 2015 (the “Asbestos Claims Bar Date”) for certain GST Asbestos Claims. GSTAsbestos Claimants were subject to the Asbestos Claims Bar Date if their Claim is based onan asbestos-related disease that was diagnosed on or before August 1, 2014, for which alawsuit against any defendant or a claim against any asbestos trust was filed on or beforeAugust 1, 2014, excluding any settled GST Asbestos Claim for which a proof of claim wasfiled on or before September 30, 2014, but including any GST Asbestos Claims based onpre-petition judgments or any Settled GST Asbestos Claim seeking treatment as anunliquidated GST Asbestos Claim because a proof of claim was not filed for such SettledGST Asbestos Claim on or before the Settled Claims Bar Date, September 30, 2014.

Under the Plan and CRP, Asbestos Claimants who were subject to the AsbestosClaims Bar Date but did not timely file a ballot or proof of claim will not be entitled to apayment from the Asbestos Trust unless they obtain relief from the Bankruptcy Court.

BAR DATE FOR CERTAIN COLTEC ASBESTOS CLAIMS4.4

In connection with the Plan, and after Coltec commences its bankruptcy case, Coltec willrequest that the Court set a bar date for certain Coltec Asbestos Claims (the “Coltec AsbestosClaims Bar Date”). The bar date proposed will be March 2, 2017. If the Court grants Coltec’srequest, Coltec Asbestos Claimants will be required to file a proof of claim on or before theColtec Asbestos Claims Bar Date if such claim is based on an asbestos-related disease that wasdiagnosed on or before August 1, 2014, and for which a lawsuit against any defendant or claimagainst any trust was filed on or before August 1, 2014, unless (i) such claimant filed a proof ofclaim on account of a GST Asbestos Claim, or (ii) such claimant submitted a Ballot inconnection with the vote on the now-superseded Second Amended Plan, which will be treated asa proof of claim for purposes of the Coltec Asbestos Claims Bar Date. Such proofs of claim mustbe returned to the Balloting Agent by first-class mail or courier at the address in the VotingProcedures so as to be received on or before March 2, 2017.

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Under the Plan and CRP Asbestos Claimants who are subject to the Coltec AsbestosClaims Bar Date but do not timely file a ballot on the Plan now proposed or proof of claimwill not be entitled to a payment from the Asbestos Trust unless they obtain relief from theBankruptcy Court.

ADMINISTRATIVE CLAIMS BAR DATE4.5

All parties seeking payment of an Administrative Expense Claim that is not a Fee Claimmust File with the Bankruptcy Court and serve upon the Debtors a request for payment of suchAdministrative Expense Claim prior to the applicable deadline set forth below. However, partiesseeking payment of postpetition ordinary course trade obligations, postpetition payrollobligations incurred in the ordinary course of a Debtor’s postpetition business, and amountsarising under agreements approved by the Bankruptcy Court or the Plan need not File such arequest.

All Holders of Administrative Expense Claims that are not Fee Claims must Filewith the Bankruptcy Court and serve on the Debtors a request for payment of such Claimso as to be received on or before 4:00 p.m. (Eastern Time) on the date that is the firstBusiness Day after the date that is thirty (30) days after the Effective Date, unless otherwiseagreed to by the appropriate Debtor or Reorganized Debtor, without further approval bythe Bankruptcy Court. Failure to comply with these deadlines shall forever bar the holderof an Administrative Expense Claim from seeking payment thereof.

Any Holder of an Administrative Expense Claim that is not a Fee Claim that doesnot assert such Claim in accordance with Section 5.3.1 of the Plan shall have its Claimdeemed Disallowed under this Plan and be forever barred from asserting such Claimagainst any of the Reorganized Debtors, the Debtors, their Estates or their assets. Any suchClaim and the Holder thereof shall be enjoined from commencing or continuing any action,employment of process, or act to collect, offset, recoup or recover such Claim.

FEE CLAIM BAR DATE4.6

All parties seeking allowance or payment of a Fee Claim must File with the BankruptcyCourt and serve upon the Debtors a motion or application for allowance or payment of such FeeClaim in accordance with the Fee Order by the date that is the first Business Day after the datethat is ninety (90) days after the Effective Date. The Plan Proponents may extend that deadlineby agreement without further order of the Bankruptcy Court. Failure to comply with theapplicable deadline set forth herein shall forever bar the Holder of a Fee Claim from seekingpayment thereof.

Any Holder of a Fee Claim that does not assert such Claim in accordance with theFee Order and the Plan shall have its Claim deemed Disallowed under this Plan and beforever barred from asserting such Claim against any of the Debtors, their Estates, or theirassets. Any such Claim and the Holder thereof shall be enjoined from commencing orcontinuing any action, employment of process or act to collect, offset, recoup or recoversuch claim.

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Any objection to a Fee Claim shall be Filed and served in accordance with a schedulingorder to be entered by the Bankruptcy Court, at the request of the Plan Proponents. Each of thePlan Proponents expressly reserves the right to object to any Fee Claim prior to, on, andafter the Effective Date, subject to the provisions of this Plan and the aforementionedscheduling order.

SUMMARY OF THE PLAN5.

OVERVIEW OF THE PLAN5.1

The Plan’s treatment of Asbestos Claims is described in detail in the preceding“Summary of the Plan of Reorganization and the Claims Resolution Procedures,” and will not berepeated here. The following discussion instead summarizes other material terms of the Plan forthe convenience of Holders of Claims and Interests.

THE SUMMARY OF THE PLAN SET FORTH BELOW IS NOT A COMPLETERECITATION OF THE TERMS OF THE PLAN. THE DESCRIPTIONS OF THE PLANCONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED FOR YOURCONVENIENCE ONLY. IF THERE IS ANY VARIATION BETWEEN THIS SUMMARYAND THE PLAN ITSELF, THE TERMS OF THE PLAN CONTROL.

A TRUE AND CORRECT COPY OF THE PLAN IS ATTACHED AS EXHIBIT 1 INTHE EXHIBIT BOOK. YOU ARE URGED TO READ THE PLAN AND THE EXHIBITBOOK IN THEIR ENTIRETY SO THAT YOU MAY MAKE AN INFORMED JUDGMENTCONCERNING THE PLAN.

CLASSIFICATION AND TREATMENT OF CLAIMS5.2

Provisions for Payment of Administrative Expense Claims and5.2.1Priority Tax Claims

Article 2 of the Plan deals with unclassified Claims. In accordance with Section1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims arenot classified and are excluded from the Classes set forth in Article 3 of the Plan.

Administrative Expense Claims are treated as follows:

(a) Administrative Expense Claims for goods sold or services rendered representingliabilities incurred by the Debtors in the ordinary course of business during theChapter 11 Cases involving customers, suppliers, or trade or vendor Claims shallbe paid by the Debtors or the Reorganized Debtors in the ordinary course inaccordance with the terms and conditions of any agreements relating thereto;

(b) Administrative Expense Claims for amounts necessary to cure executory contractsand unexpired leases assumed by the Debtors will be paid by the Debtors orReorganized Debtors as soon as practicable after the Effective Date or as orderedby the Bankruptcy Court;

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(c) Amounts due Holders of other Allowed Administrative Expense Claims,including, without limitation, Allowed Fee Claims or Claims arising pursuant toSection 503(b)(9) of the Bankruptcy Code, will be paid as soon as practicableafter the Effective Date or as ordered by the Bankruptcy Court, unless otherwiseagreed between the Debtors and such Holders; and

(d) Administrative Expense Claims of the Bankruptcy Administrator for feespursuant to 28 U.S.C. § 1930(a)(6) and (7) will be paid in accordance with theapplicable schedule for payment of such fees by Debtors.

The Debtors will be in a position to estimate the total of all Allowed AdministrativeExpense Claims on the Effective Date after the passage of the Administrative Claims Bar Date.

Allowed Priority Tax Claims will be paid 100% of the unpaid Allowed Amount of suchAllowed Priority Tax Claim in Cash by the Reorganized Debtors on the Distribution Date,though any penalty relating to any Priority Tax Claim (other than a penalty of the type specifiedin Section 507(a)(8)(G) of the Bankruptcy Code) will be Disallowed and not paid. The Debtorsestimate the total of all Allowed Priority Tax Claims on the Effective Date to be approximatelyone hundred fifty thousand dollars ($150,000).

Classified Claims5.2.2

There are ten (10) Classes of Claims and Interests under the Plan, whose treatment isdescribed in Article 3 of the Plan.

The unimpaired Classes of Claims and Interests are Priority Claims (Class 1), SecuredClaims (Class 2), Workers’ Compensation Claims (Class 3), Intercompany Claims (Class 4),GST General Unsecured Claims (Class 6), Coltec General Unsecured Claims (Class 7), AnchorClaims (Class 8), and Other Debtor Equity Interests (Class 10). The impaired Classes of Claimsand Interests are Asbestos Claims (Class 5) and GST/Garrison Equity Interests (Class 9).

Class 1. Priority Claims5.2.2.1

Class 1 consists of all Priority Claims against the Debtors, defined as any Claim againstGST, Garrison, or Coltec other than an Administrative Expense Claim or Priority Tax Claim tothe extent such Claim is entitled to priority in right of payment under Section 507 of theBankruptcy Code (but excluding any Asbestos Claims). Each Holder of an Allowed PriorityClaim shall be paid the Allowed Amount of its Allowed Priority Claim either (i) in full, in Cash,on the Distribution Date, or (ii) upon such other less favorable terms as may be mutually agreedupon between the Holder of an Allowed Priority Claim and the Reorganized Debtors. Class 1 isunimpaired. The Holders of the Allowed Priority Claims in Class 1 are deemed to have voted toaccept the Plan and, accordingly, their separate vote will not be solicited.

Class 2. Secured Claims5.2.2.2

Class 2 consists of all Secured Claims, defined as a Claim against GST, Garrison, orColtec that is: (i) secured by a lien (as such term is defined in Section 101(37) of the BankruptcyCode) on property in which the Debtors have an interest, which lien is valid, perfected, and

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enforceable under applicable law or by reason of a Final Order, or (ii) entitled to setoff underSection 553 of the Bankruptcy Code, to the extent of (A) the value of the Claimant’s interest inthe Debtor’s interest in such property or (B) the amount subject to setoff, as applicable, asdetermined pursuant to Section 506(a) of the Bankruptcy Code (but excluding any AsbestosClaims).

Secured Claims will be treated as follows:

(a) Non-Tax Secured Claim. Subject to the provisions of Sections 502(b) and 506(d)of the Bankruptcy Code and the terms herein, each Holder of an Allowed Secured Claim otherthan an Allowed Secured Tax Claim shall, at the option of the Reorganized Debtors, receivetreatment according to the following alternatives: (i) the Plan will leave unaltered the legal,equitable and contractual rights to which the Holder of such Claim is entitled, (ii) theReorganized Debtors shall pay the Allowed Claim in full on the Effective Date or as soonthereafter as reasonably practicable; or (iii) the Reorganized Debtors shall provide such othertreatment as is agreed to in writing between the Debtors or the Reorganized Debtors and theHolders of such Allowed Secured Claim.

(b) Secured Tax Claim. Except to the extent that a Holder of an Allowed SecuredTax Claim agrees to a different treatment, each Holder of an Allowed Secured Tax Claim shallreceive 100% of the unpaid amount of such Allowed Secured Tax Claim in Cash from theDebtors or Reorganized Debtors on the Distribution Date.

Class 2 is unimpaired. The Holders of the Allowed Secured Claims in Class 2 are deemedto have voted to accept the Plan and, accordingly, their separate vote will not be solicited.

Class 3. Workers’ Compensation Claims5.2.2.3

Class 3 consists of all Workers’ Compensation Claims, defined as any Claim againstGST, Garrison, or Coltec (a) for benefits under a state-mandated workers’ compensation system,which a past, present, or future employee of GST, Garrison, Coltec, or their predecessors isreceiving, or may in the future have a right to receive and/or (b) for reimbursement brought byany insurance company or state agency as a result of payments made by such insurance companyor state agency for the statutory benefit owed (but not paid) by GST, Garrison, or Coltec to suchemployees under such a system and fees and expenses that are incurred and reimbursable underany insurance policies or laws or regulations covering such statutory employee benefit claims.Workers’ Compensation Claims do not include any right of such employee or any other Entitythat exists outside of such state workers’ compensation system.

Each Workers’ Compensation Claim shall be reinstated and shall have all legal,equitable, and contractual rights to which each such Workers’ Compensation Claim entitles theHolder of such Workers’ Compensation Claim.

Class 3 is unimpaired. The Holders of the Workers’ Compensation Claims in Class 3 aredeemed to have voted to accept the Plan and, accordingly, their separate vote will not besolicited.

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Class 4. Intercompany Claims5.2.2.4

Class 4 consists of all Intercompany Claims, defined as any Claim by any Debtor againstany other Debtor, or a Non-Debtor Affiliate against any Debtor, but excluding any AsbestosClaims or Anchor Claims. Each Intercompany Claim shall be reinstated and shall have all legal,equitable, and contractual rights to which each such Intercompany Claim entitles the Holder ofsuch Intercompany Claim, except to the extent any such Claims are released pursuant to Section8.4 of the Plan.

Class 4 is unimpaired. The Holders of Intercompany Claims in Class 4 are deemed tohave voted to accept this Plan and, accordingly, their separate vote will not be solicited.

Class 5. Asbestos Claims5.2.2.5

Class 5 consists of all Asbestos Claims against GST, Coltec, or Garrison. As described indetail in the Summary of the Plan of Reorganization and the Claims Resolution Proceduresabove, Asbestos Claims will be resolved in accordance with the terms, provisions, andprocedures of the Asbestos Trust Agreement and the CRP. All Asbestos Claims shall be paid bythe Asbestos Trust solely from the Asbestos Trust Assets as and to the extent provided in theCRP. Asbestos Claims shall not be deemed Allowed or Disallowed, but rather shall be resolvedby the Asbestos Trust pursuant to the terms of the CRP.


Also as described in the Summary of the Plan of Reorganization and the ClaimsResolution Procedures, Foreign Asbestos Claims will not be channeled to the Asbestos Trust forresolution or paid by the Asbestos Trust unless the Holder files a lawsuit in the United States,and the rights of Holders of Foreign Asbestos Claims to recourse and remedies under applicableforeign law outside the United States (to the extent such rights exist) will be unaffected by thePlan, without prejudice to the Reorganized Debtors’ defenses against any such claims.

Class 5 is impaired. The Debtors are soliciting the votes of Holders of the AsbestosClaims in Class 5 to accept or reject this Plan in the manner and to the extent provided in theConfirmation Procedures Order.

Class 6. GST General Unsecured Claims5.2.2.6

Class 6 consists of all GST General Unsecured Claims against the Debtors, defined asany Claim against GST or Garrison that is not an Administrative Expense Claim, Priority TaxClaim, Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, orAsbestos Claim.

Each Holder of an Allowed Class 6 Claim shall be paid the Allowed Amount of its GSTGeneral 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

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such other less favorable terms as may be mutually agreed upon between the Holder of anAllowed GST General Unsecured Claim and the Reorganized Debtors.

Class 6 is unimpaired. Holders of the Allowed GST General Unsecured Claims in Class 6are deemed to have voted to accept the Plan and, accordingly, their separate vote will not besolicited.

Class 7. Coltec General Unsecured Claims5.2.2.7

Class 7 consists of all Coltec General Unsecured Claims against the Debtors, defined asany Claim against Coltec that is not an Administrative Expense Claim, Priority Tax Claim,Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, orAsbestos Claim.

Each Coltec General Unsecured Claim shall be reinstated and shall have all legal,equitable, and contractual rights to which each such Coltec General Unsecured Claim entitles theHolder of such Coltec General Unsecured Claim.

Class 7 is unimpaired. The Holders of Coltec General Unsecured Claims in Class 7 aredeemed to have voted to accept this Plan and, accordingly, their separate vote will not besolicited.

Class 8. Anchor Claims5.2.2.8

Class 8 consists of all Anchor Claims, defined as any Claim against Anchor. EachHolder of an Anchor Claim shall be entitled to assert such Claim against Anchor in accordancewith the provisions of Article 14 of Chapter 55 of the North Carolina Business Corporation Act.However, Holders of Anchor Claims will receive nothing because Anchor, which has no materialproperty, shall be liquidated and dissolved.

Class 8 is unimpaired. Holders of Anchor Claims in Class 8 are deemed to have voted toaccept the Plan and, accordingly, their separate vote will not be solicited.

Class 9. GST/Garrison Equity Interests5.2.2.9

Class 9 consists of the GST/Garrison Equity Interests. On the Effective Date, Class 9GST/Garrison Equity Interests shall be retained, subject to the Lien described in Section 7.3.2 ofthe Plan.

Class 9 is impaired. The Debtors are soliciting the votes of Holders of the GST/GarrisonEquity Interests in Class 9 to accept or reject the Plan in the manner and to the extent provided inthe Confirmation Procedures Order.

Class 10. Other Debtor Equity Interests5.2.2.10

Class 10 consists of Other Debtor Equity Interests. The Plan leaves unaltered the legal,equitable, and contractual rights to which each such Other Debtor Equity Interest entitles theHolder of such Other Debtor Equity Interest.

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Class 10 is unimpaired. The Holders of the Other Debtor Equity Interests in Class 10 aredeemed to have voted to accept the Plan and, accordingly, their separate vote will not besolicited.

Resolution of Disputed Claims5.2.3

Article 5 of the Plan sets forth provisions for treatment of Disputed Claims other thanAsbestos Claims. Subject to the treatment provisions of this Plan, the Debtors or ReorganizedDebtors, as applicable, may object to the allowance of any Plan Claims (other than AsbestosClaims) Filed with the Bankruptcy Court or to be otherwise resolved pursuant to any provisionsof this Plan with respect to which they dispute liability, in whole or in part. Any such objectionswill be transferred to the Reorganized Debtors on the Effective Date for final resolution, and theReorganized Debtors will have full authority to compromise, settle, or litigate such objections.This Article also describes the procedures for any such objections.

After the Confirmation Date, no Plan Claim may be Filed or amended to increase theamount or add or increase a lien or priority demanded unless otherwise provided by order of theBankruptcy Court. Unless otherwise provided herein, any such new or amended Claim Filedafter the Confirmation Date shall be disregarded and deemed Disallowed in full and expungedwithout need for objection, unless the Holder of such Claim has obtained prior Bankruptcy Courtauthorization for the filing.

Asbestos Claims will be resolved in accordance with the Asbestos Trust Agreement andthe CRP.

Distribution on Account of Disputed Claims5.2.4

Section 5.2 of the Plan describes how and under what circumstances Distributions shallbe made to Holders of Disputed Claims. Disputed Claims shall be resolved in the mannerdescribed in Section 5.1 of the Plan and paid only when and to the extent that such Claimsbecome Allowed.

IMPLEMENTATION OF THE PLAN5.3

Vesting of Assets5.3.1

Section 7.1 of the Plan describes the vesting of the assets and property of the Debtors inthe appropriate Reorganized Debtors, which assets and property shall be free and clear of allClaims, Encumbrances, liens, and interests except as otherwise specifically provided in the Plan,in any of the Plan Documents, or in the Confirmation Order.

From and after the Effective Date, the Reorganized Debtors may operate their businessesand use, acquire, sell and otherwise dispose of property without supervision or approval of theBankruptcy Court, free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, andthe guidelines and requirements of the Bankruptcy Administrator, other than those restrictionsexpressly imposed by the Plan, the Plan Documents, or the Confirmation Order. The Planreserves the right of the Reorganized Debtors to seek Bankruptcy Court approval for the sale,assignment, transfer, or other disposal of certain of the Reorganized Debtors’ assets after the

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Confirmation Date in the event that such Court approval is deemed to be necessary orappropriate.

Post-Confirmation Management and Corporate Governance Issues5.3.2

Section 7.2.1 of the Plan provides that the Certificates of Incorporation, By-Laws, orArticles of Organization of the Debtors shall be amended as of the Effective Date as needed toeffectuate the terms of the Plan and the requirements of the Bankruptcy Code, includingprohibiting the issuing of nonvoting equity securities as required by Section 1123(a)(6) of theBankruptcy Code.

Section 7.2.2 of the Plan describes the requirement for the Reorganized Debtors tomaintain D&O and fiduciary liability tail coverage.

Section 7.11 of the Plan describes the management of Reorganized GST and ReorganizedGarrison on and after the Effective Date. Key members of current management are expected tocontinue to be employed by the Reorganized Debtors.

The Asbestos Trust5.3.3

Section 7.3 of the Plan provides for the creation and funding of the Asbestos Trust.

Creation of the Asbestos Trust5.3.3.1

Section 7.3.1 of the Plan describes the creation of the Asbestos Trust, which shall be a“qualified settlement fund” for federal income tax purposes within the meaning of the treasuryregulations issued pursuant to Section 468B of the IRC. The purposes of the Asbestos Trust willbe to, among other things, (i) assume the liabilities of the Debtors with respect to all AsbestosClaims except as provided in Sections 8.4.2 and 8.5 of the Plan (with the Reorganized Debtorsand Asbestos Protected Parties having no responsibility whatsoever for such Asbestos Claims,apart from transferring the Asbestos Trust Assets to the Asbestos Trust in accordance with thePlan); (ii) process, liquidate, pay, and satisfy Asbestos Claims (other than Foreign AsbestosClaims asserted outside the judicial system of the United States) in accordance, as applicable,with the Plan, the Asbestos Trust Agreement and the CRP and in such a way that providesreasonable assurance that the Asbestos Trust will value, and be in a financial position to pay,present and future Asbestos Claims (including Demands that involve similar claims) insubstantially the same manner and to otherwise comply with Section 524(g)(2)(B)(i) of theBankruptcy Code; (iii) preserve, hold, manage, and maximize the assets of the Asbestos Trust foruse in paying and satisfying Asbestos Claims entitled to payment; (iv) qualify at all times as a“qualified settlement fund” for federal income tax purposes within the meaning of the treasuryregulations issued pursuant to Section 468B of the IRC; (v) pay Asbestos Trust Expenses fromthe Asbestos Trust Assets as incurred (with the Reorganized Debtors and Asbestos ProtectedParties having no responsibility whatsoever for any Asbestos Trust Expenses, apart fromtransferring the Asbestos Trust Assets to the Asbestos Trust in accordance with this Plan), and(vi) otherwise carry out the provisions of the Asbestos Trust Agreement and any otheragreements into which the Asbestos Trustee has entered or will enter in connection with thisPlan.

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Funding of the Asbestos Trust5.3.3.2

Section 7.3.2 of the Plan describes the funding of the Asbestos Trust. On the dayimmediately preceding the Effective Date, (a) GST or Garrison shall transfer $370 million inCash to the Asbestos Trust; (b) Coltec shall transfer $30 million in Cash to the Asbestos Trust,and (c) Coltec, EnPro, and the Asbestos Trust shall enter into the Option and Registration RightsAgreement substantially in the form attached as Exhibit H to the Plan. On or before the firstanniversary of the Effective Date, Coltec shall transfer the full amount of the DeferredContribution ($60 million) in Cash to the Asbestos Trust.

Effective on the Effective Date and immediately following the merger of Coltec with andinto New Coltec as provided in Section 7.10 of the Plan, the Deferred Contribution will beguaranteed by EnPro, pursuant to a Guaranty substantially in the form attached to the Plan asExhibit J, and secured by a possessory lien on or possessory security interest in 50.1% of theGST/Garrison Equity Interests, which Lien shall be granted by New Coltec (immediately after itsmerger with Coltec) on the Effective Date to, and held by, the Asbestos Trust pursuant to aPledge Agreement substantially in the form attached as Exhibit I to the Plan. The Plan describesthe details of this lien.

Coltec will be entitled to prepay all or part of the Deferred Contribution at any timewithout penalty. Once the Deferred Contribution has been paid in Cash and in full to theAsbestos Trust, or otherwise satisfied by agreement of the Reorganized Debtors and theAsbestos Trust, the Lien will be released in accordance with the terms of the Pledge Agreementand the Guaranty will be terminated in accordance with the terms of the Guaranty. TheReorganized Debtors and the Asbestos Trust will be free to negotiate or enter into an agreementthat would permit payment of the Deferred Contribution before the first anniversary of theEffective Date at an agreed discount rate.

As described in Section 7.3.3, upon the transfer of the Asbestos Trust Assets to theAsbestos Trust, they will be indefeasibly and irrevocably vested in the Asbestos Trust free andclear of all claims, Equity Interests, Encumbrances, and other interests of any Entity, subject tothe Asbestos Channeling Injunction and certain other provisions of the Plan.

Assumption of Claims and Demands by the Asbestos Trust5.3.3.3

Section 7.3.4 of the Plan describes how, on the Effective Date, without any further actionof any Entity, all liabilities, obligations, and responsibilities of any Asbestos Protected Party,financial or otherwise, with respect to all Asbestos Claims will be channeled to and assumed bythe Asbestos Trust (except as provided in Sections 8.4.2 and 8.5 of the Plan), and theReorganized Debtors and other Asbestos Protected Parties will have no liability or responsibility,financial or otherwise, for Asbestos Claims (except for Foreign Asbestos Claims asserted outsidethe judicial system of the United States), other than to transfer the Asbestos Trust Assets to theAsbestos Trust in accordance with the Plan.

Except as otherwise provided in the Plan, the Asbestos Trust Agreement, or the CRP, theAsbestos Trust shall have any and all of the actions, claims, rights, defenses, cross-claims,counterclaims, suits, and causes of action of the Debtors and the other Asbestos Protected

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Parties, whether known or unknown, at law, in equity or otherwise, arising under the laws of anyjurisdiction, that are based on or attributable to (a) all defenses to any Asbestos Claims; (b) withrespect to any Asbestos Claims, all rights of setoff, recoupment, contribution, reimbursement,subrogation, or indemnity (as those terms are defined by the nonbankruptcy law of any relevantjurisdiction), and any other indirect claim of any kind whatsoever and whenever arising orasserted; and (c) any other claims or rights with respect to Asbestos Claims that any of theDebtors or other Asbestos Protected Parties would have had under applicable law if the Chapter11 Cases had not occurred and the Holder of such Asbestos Claim had asserted it by initiatingcivil litigation against any such Debtor or other Asbestos Protected Party (together, the“Asbestos Trust Causes of Action”), and the Asbestos Trust shall thereby become the estaterepresentative pursuant to Section 1123(b)(3)(B) of the Bankruptcy Code with the exclusiveright to enforce each of the Asbestos Trust Causes of Action, and the proceeds of the recoverieson any of the Asbestos Trust Causes of Action shall be deposited in and become the property ofthe Asbestos Trust. The Plan provides, however, that (a) the Asbestos Trust shall have no rightsagainst the Reorganized Debtors or Asbestos Protected Parties other than the right to enforce thePlan or any of the other Plan Documents according to their respective terms, including the rightto receive the Asbestos Trust Assets as provided in the Plan; (b) the Asbestos Trust Causes ofAction shall not include any of the Asbestos Insurance Rights; (c) the Asbestos Trust Causes ofAction shall not include any claim, cause of action, or right of the Debtors or any of them, underthe laws of any jurisdiction, against any party, including the Asbestos Insurance Entities, forreimbursement, indemnity, contribution, breach of contract, or otherwise arising from or basedon any payments made by the Debtors on account of asbestos claims prior to the Effective Date,(d) the Asbestos Trust Causes of Action shall not include any claims released, compromised, orsettled under Section 8.4 of the Plan, and (e) for the avoidance of doubt, Asbestos Trust Causesof Action do not include any rights of the Debtors, the Reorganized Debtors, or the otherAsbestos Protected Parties arising under the Asbestos Channeling Injunction or any of the otherinjunctions, releases, or the discharge granted under the Plan and the Confirmation Order.

Asbestos Trust Governance5.3.3.4

Section 7.3.5 describes how the initial Asbestos Trustee will be Lewis R. Sifford, withany successor Asbestos Trustee appointed in accordance with the terms of the Asbestos TrustAgreement. It also describes the circumstances under which the Asbestos Trustee’s employmentwill be deemed terminated.

Section 7.3.6 describes creation of the CAC and how it will be dissolved upontermination of the Asbestos Trust. Section 7.3.8 describes how the FCR will continue in serviceafter the Effective Date, with his or her duties terminated upon termination of the AsbestosTrust.

Cooperation Agreement5.3.3.5

Section 7.3.7 of the Plan describes how, on the Effective Date, the Reorganized Debtorsand the Asbestos Trust will enter into a cooperation agreement substantially in the form includedas Exhibit C to the Plan. This agreement will govern the Reorganized Debtors’ obligations toshare certain documents and other information pertaining to Asbestos Claims with the AsbestosTrust.

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Asbestos Insurance Rights5.3.3.6

Section 7.3.10 describes how the Debtors and Reorganized Debtors shall retainownership of all their Asbestos Insurance Rights, including their rights to seek reimbursementfor their contributions to the Asbestos Trust under the Plan. Exhibit E to the Plan identifies theAsbestos Insurance Entities that are Asbestos Protected Parties. Subject to the terms set forth inSection 7.3.10, the Debtors and Reorganized Debtors shall have the sole right to assert, and thesole discretion to compromise and settle, Asbestos Insurance Actions or any other AsbestosInsurance Rights, as well as settle with any successor Entities who may have insurance rightsrelated to any of Coltec’s former business divisions. In connection with any such compromise orsettlement with an Asbestos Insurance Entity or successor Entity before entry of theConfirmation Order, the Debtors and Reorganized Debtors will, subject to Section 7.3.10 of thePlan, add such Asbestos Insurance Entity to Exhibit E and/or successor Entity to Exhibit D andthereby designate such Asbestos Insurance Entity and/or successor Entity as an AsbestosProtected Party. The Committee and FCR shall each have the right to object to any addition of anAsbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D if they reasonablybelieve in good faith that (a) the terms of such compromise or settlement, (b) the addition of suchAsbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D, or (c) the extension ofthe Asbestos Channeling Injunction to such Asbestos Insurance Entity or successor Entity would(i) result in the channeling or transfer to, or assumption by, the Asbestos Trust of any Claims,Demands, duties, obligations, or liabilities (A) that are not Asbestos Claims or Asbestos TrustExpenses or (B) that are not otherwise contemplated to be the responsibility of the AsbestosTrust under this Plan; or (ii) result in or impose undue burden or expense on the administrationof the Asbestos Trust or the Asbestos Trust Assets. The Bankruptcy Court will hear anddetermine any such objection. Before making any such addition to Exhibit D or Exhibit E, theDebtors will disclose to the Committee and the FCR the terms of the underlying compromise orsettlement and sufficient information concerning the relevant Asbestos Insurance Entity orsuccessor Entity to enable the Committee and the FCR to evaluate the proposed addition underthe criteria specified in the previous sentence. Upon being added to Exhibit E or Exhibit D, anysuch Asbestos Insurance Entity or successor Entity will receive the benefits and protections of anAsbestos Protected Party under the Asbestos Channeling Injunction.

Any recovery by the Debtors or Reorganized Debtors of settlements or judgments relatedto Asbestos Insurance Policies will generally be for their own account as reimbursement for theirpre-petition asbestos claim payments or contributions to the Trust. The exception is that Coltec’srecoveries from any Additional Coltec Insurer and/or from any successor on account of theAdditional Coltec Insurance will be allocated between the Asbestos Trust and Coltec as follows:Coltec will retain all recoveries up to the first $25 million and fifty percent (50%) of recoveriesin excess of the first $25 million and will contribute to the Asbestos Trust (or have contributeddirectly to the Asbestos Trust) fifty percent (50%) of recoveries in excess of the first $25 million.

Section 12.2 of the CRP sets forth requirements for the Asbestos Trust to provide theDebtors, Reorganized Debtors, or settling Asbestos Insurance Entities certain informationreasonably relating to Asbestos Claims submitted to and accepted and paid by the AsbestosTrust.

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Distributions Under the Plan and Delivery of Distributions5.3.4

Sections 7.4, 7.5, and 7.6 of the Plan describe payments and distributions under the Planand procedures for delivering distributions and handling undeliverable distributions. Allpayments of Asbestos Claims and Asbestos Trust Expenses will be handled by the AsbestosTrust.

Dissolution of Anchor5.3.5

As of the Effective Date, Anchor shall be dissolved under North Carolina General Statues§§ 55-14-01 et seq. Such dissolution shall occur as soon as reasonably practicable following theEffective Date.

Upon the Effective Date, Anchor, through its directors and officers, shall commencewinding down its businesses and affairs, including, without limitation, marshaling its assets forthe benefit of all constituencies. All Holders of Class 8 Anchor Claims shall be permitted, afterthe Effective Date, to assert and pursue claims against Anchor, and such claims shall be fullyreinstated to the status quo ante as of the Petition Date. Claims against Anchor shall not beassumed or paid by the Asbestos Trust.

Conditions to the Consummation of the Plan, Right to Withdraw or5.3.6Amend Plan

Without limitation, each of the conditions to Confirmation of the Plan and to the Plan’sEffective Date as set forth in Sections 7.8 and 7.9 of the Plan, respectively, is required to haveoccurred or have been waived by the Plan Proponents for the Effective Date of the Plan to occurand the Plan and treatment of Claims described therein to become operative.

Debtors and EnPro have the right to waive certain conditions acting alone. One of thoseunilaterally waivable conditions is the achievement of a settlement (the “Canadian Settlement”)between the Debtors, EnPro, and Garlock of Canada Ltd and the Canadian provincial workers’compensation boards (the “Provincial Boards”) resolving all remedies the Provincial Boardsmay possess under Canadian law or in the United States under U.S. law against Garlock ofCanada Ltd, Debtors, or any Affiliate of Debtors. The Provincial Boards are represented byMotley Rice LLC. A condition of confirmation of the Plan is that the Canadian Settlement shallhave been agreed to by those parties and Debtors and the Bankruptcy Court shall have entered anorder either approving the Canadian Settlement or concluding that the Bankruptcy Court’sapproval is not necessary and such order shall have become a Final Order. The Debtors willmove for such an order if the settlement is agreed to, providing notice and an opportunity toobject to the motion, with all rights of all persons with respect to such motion being preserved.

Debtors and EnPro, acting alone, may also waive the conditions pertaining to thequalified settlement fund status of the Asbestos Trust, and the condition providing that EnProand Debtors have obtained amendments, consents, and waivers necessary under agreementsbinding on them or any subsidiary to permit the transactions and actions contemplated by theTerm Sheet.

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Merger of Coltec with New Coltec5.3.7

Section 7.10 of the Plan provides that upon the effectiveness of the Asbestos ChannelingInjunction on the Effective Date, Coltec will merge with and into New Coltec, with New Coltecas the survivor of such merger, pursuant to articles of merger substantially in the form attachedas Exhibit K to the Plan. In such merger, the outstanding Capital Stock of Coltec will becancelled and each outstanding share of Capital Stock of New Coltec will be converted into ashare of common stock of the survivor. New Coltec will succeed to Coltec’s obligations underthis Plan. The Articles of Merger will provide that the merger will become effective at 12:02a.m. Charlotte, North Carolina time on the Effective Date. On and after the Effective Date, NewColtec will be free to operate its business and use, acquire, and dispose of property free of anyrestrictions of the Bankruptcy Code or Bankruptcy Rules in all respects as if there were nopending cases under any chapter or provision of the Bankruptcy Code, except for obligationsunder the Plan, the Plan Documents, and the Confirmation Order.

DISCHARGE, INJUNCTIONS, AND RELEASES5.4

Article 8 of the Plan contains a discharge, certain injunctions, and releases andindemnifications.

Discharge5.4.1

Section 8.1.1 of the Plan describes the discharge of GST, Garrison, and Coltec and theentry of the discharge injunction. It provides that except as otherwise provided in the Plan, onthe Effective Date, all Claims against GST, Garrison, and Coltec, the Reorganized Debtors, ortheir Estates, assets, properties, or interests in property (the “Discharged Debtors”) shall bedischarged to the fullest extent permitted by law, regardless whether any such Claim is reducedto judgment, liquidated or unliquidated, contingent or non-contingent, asserted or unasserted,fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known orunknown, that arose from any agreement of the Discharged Debtor entered into or obligation ofthe Discharged Debtor incurred before the Confirmation Date, or from any acts or omissions ofthe Discharged Debtor prior to the Effective Date, or that otherwise arose before the EffectiveDate, whether or not (i) a proof of claim was filed with respect to such Claim, (ii) such Claim isallowed under Section 502 of the Bankruptcy Code, or (iii) the Holder of such Claim hasaccepted the Plan, and including, without limitation, all interest, if any, on any such Claims,whether such interest accrued before or after the Petition Date.

The Reorganized Debtors shall not be responsible for any obligations of the Debtors orthe Debtors in Possession except those expressly assumed by the Reorganized Debtors pursuantto the Plan. All Entities shall be precluded and forever barred from asserting against theDischarged Debtors or their assets, properties, or interests in property any other or furtherClaims or Plan Claims based upon any act or omission, transaction, or other activity, event, oroccurrence of any kind or nature that occurred prior to the Effective Date, whether or not thefacts of or legal bases therefor were known or existed prior to the Effective Date, except asexpressly provided in the Plan.

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With respect to any debts and liabilities discharged by operation of law under Sections 524(a) and 1141(d) of the Bankruptcy Code, the discharge of the Discharged Debtors will operate as an injunction against the commencement or continuation of an action, the employment of process, or any act, to collect, recover, or offset any such debt as a personal liability of the Discharged Debtors, whether or not the discharge of such debt is waived; provided, however, that the obligations and duties of the Reorganized Debtors under the Plan or any Plan Document will not be discharged.

Asbestos Channeling Injunction5.4.2

Section 8.2 of the Plan describes the Asbestos Channeling Injunction. It provides that inorder to supplement, where necessary, the injunctive effect of the discharge provided by Sections1141(d), 524(a), and 105(a) of the Bankruptcy Code and as described in Section 8.1 of the Plan,and pursuant to the exercise of the equitable jurisdiction and power of the Court under Section524(g) of the Bankruptcy Code, as supplemented by Section 105(a) of the Bankruptcy Code, theConfirmation Order shall provide for issuance of the Asbestos Channeling Injunction to takeeffect on the Effective Date.

On and after the Effective Date, the sole recourse of the Holder of an Asbestos Claim shall be to the Asbestos Trust pursuant to the provisions of the Asbestos Channeling Injunction and the CRP, and such Holder shall have no right whatsoever at any time to assert its Asbestos Claim against the Debtors, the Reorganized Debtors, any other Asbestos Protected Party, or any property or interest (including any distributions made pursuant to the Plan) in property of the Debtors, the Reorganized Debtors, or any other Asbestos Protected Party. Without limiting the foregoing and except as provided in Section 8.5 of the Plan, from and after the Effective Date, the Asbestos Channeling Injunction shall apply to all present and future Holders of Asbestos Claims, and all such Holders shall be permanently and forever stayed, restrained, and enjoined from taking any and all legal or other actions or making any Claim or Demand against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party (including distributions made pursuant to the Plan), for the purpose of, directly or indirectly, claiming, collecting, recovering, or receiving any payment, recovery, satisfaction, or any other relief whatsoever on, of, or with respect to any Asbestos Claim, other than from the Asbestos Trust in accordance with the Asbestos Channeling Injunction and pursuant to the CRP, including:

commencing, conducting, or continuing in any manner, directly or indirectly, any suit, a)action, or other proceeding (including a judicial, arbitration, administrative, or other proceeding) in any forum against or affecting any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;enforcing, levying, attaching (including any prejudgment attachment), collecting, or b)otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree, or other order against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;

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creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any c)Encumbrance against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;setting off, seeking reimbursement of, indemnification or contribution from, or d)subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim; andproceeding in any other manner with regard to any matter that is subject to resolution by e)the Asbestos Trust in accordance with the Plan and related documents, except in conformity and compliance with the CRP.

Section 8.2.2 of the Plan describes certain reservations from the Asbestos ChannelingInjunction, and Section 8.5 makes clear that Foreign Asbestos Claims asserted outside thejudicial system of the United States are not subject to the Asbestos Channeling Injunction.

The identities of the Asbestos Protected Parties are given in the Plan. They are:

GST, Garrison, and Coltec;(a)

the Reorganized Debtors;(b)

Anchor and Post-Bankruptcy Anchor (but only to the extent that the liability(c)asserted against Anchor or Post-Bankruptcy Anchor derives from the conduct,operations, or products of GST or Coltec or is based on Anchor’s relation to GST,Garrison, or Coltec as an Affiliate);

any current or former Affiliate of each of the Debtors or Reorganized Debtors(d)(including the Entities specified on Exhibit D to the Plan), to the extent that anyliability is asserted to exist as a result of such Entity’s being or having been suchan Affiliate;

Coltec’s former divisions and their successor Entities specified on Exhibit D to(e)the Plan, as well as any successor Entities added to Exhibit D as AsbestosProtected Parties pursuant to Section 7.3.10 of the Plan (but, in any case, thesuccessor Entities only in their respective capacities as successors);

the Asbestos Insurance Entities listed as Asbestos Protected Parties on Exhibit E(f)to the Plan, as well as any Asbestos Insurance Entities added to Exhibit E asAsbestos Protected Parties pursuant to Section 7.3.10 of the Plan;

any Entity that, pursuant to the Plan or otherwise on or after the Effective Date,(g)becomes a direct or indirect transferee of, or successor to, any of the Debtors, theReorganized Debtors, the Affiliates of the Debtors or Reorganized Debtors, orany of their respective assets, to the extent that any liability on account of GSTAsbestos Claims or Coltec Asbestos Claims is asserted to exist as a result of itsbecoming such a transferee or successor, including New Coltec (as describedherein);

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any Entity that is alleged to be directly or indirectly liable for an Asbestos Claim(h)by reason of such Entity’s (i) ownership of a financial interest in a Debtor, a pastor present Affiliate of a Debtor, or a predecessor in interest of a Debtor, (ii)involvement in the management of a Debtor or a predecessor in interest of aDebtor, or service as an officer, director or employee of a Debtor or a relatedparty within the meaning of Section 524(g)(4)(A)(iii) of the Bankruptcy Code, or(iii) involvement in a transaction changing the corporate structure, or in a loan orother financial transaction affecting the financial condition, of a Debtor or arelated party within the meaning of Section 524(g)(4)(A)(iii) of the BankruptcyCode, including but not limited to involvement in the Coltec Restructuring;

any Entity that makes a loan to any of the Reorganized Debtors, their Affiliates,(i)the Trust, or to a successor to, or transferee of any of the respective assets of, theDebtors, the Reorganized Debtors, their Affiliates, or the Asbestos Trust, to theextent that any liability is asserted to exist as a result of its becoming such alender or to the extent that any Encumbrance of assets made in connection withsuch a loan is sought to be invalidated, upset, or impaired, in whole or in part, as aresult of its being such a lender;

each future Affiliate of each of the Debtors, the Reorganized Debtors and the(j)Affiliates of the Debtors or the Reorganized Debtors (but, in any case, only to theextent that any liability is asserted to exist as a result of its being or becomingsuch an Affiliate); and

the Representatives of each of the Debtors, the Reorganized Debtors, and the(k)Affiliates of the Debtors and Reorganized Debtors, respectively, but only to theextent that any liability is asserted to exist as a result of the Representative being,or acting in the capacity as, a Representative of one or more of theaforementioned Entities.

Releases and Indemnification5.4.3

Section 8.4 of the Plan describes certain releases and indemnifications under the Plan.

Settlement and Release by Debtors and Reorganized Debtors5.4.3.1of Avoidance Actions and Other Estate Claims

Section 8.4.1 provides for the release of certain claims by the Debtors and ReorganizedDebtors on the Effective Date, including (a) each and every Avoidance Action against anAsbestos Protected Party or its Representatives, (b) each and every Avoidance Action against aHolder of an Asbestos Claim (resolved or pending) or such Holder’s Representatives; (c) anyand all claims against any Asbestos Protected Party, Holder of an Asbestos Claim (resolved orpending), or any Representative of such Holder that are or would have been property of anyDebtor’s Estate or which any Debtor is or would have been entitled to prosecute as a Debtor inPossession arising under non-bankruptcy law or based on or attributable to any allegedlypreferential or fraudulent transfers or based on or attributable to any allegedly unlawfulpayments or transfers or distributions of property made by or on behalf of any Debtor; (d) any

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and all claims that are or would have been property of any Debtor’s Estate or which any Debtoris or would have been entitled to prosecute as a Debtor in Possession, regardless of the legaltheory upon which such claims may be predicated, for which any Asbestos Protected Party isasserted to be or to have been derivatively liable for any Asbestos Claim, including, withoutlimitation, any claims based upon a legal or equitable theory of liability in the nature of veilpiercing, alter ego, successor liability, vicarious liability, fraudulent transfer, malpractice, breachof fiduciary duty, waste, fraud, or conspiracy; and (e) any and all claims in (a)-(d) above where,in the absence of the Debtors’ Chapter 11 Cases, such claims might, under substantive law ofany jurisdiction, have been treated as claims maintainable not only by the Debtors or theDebtors’ Estates themselves, but by creditors of or Claimants against the Debtors. Such releasedclaims shall in no event be asserted against or paid by the Asbestos Trust.

Specific Release of Intercompany Asbestos Claims5.4.3.2

Section 8.4.2 provides that on the occurrence of the Effective Date, each Debtor,Reorganized Debtor, and Non-Debtor Affiliate shall be deemed to have unconditionally waived,released, and extinguished any and all Asbestos Claims against each other Debtor, ReorganizedDebtor, or Non-Debtor Affiliate, including all Asbestos Claims set forth in any and all proofs ofclaim filed by or on behalf of Coltec in the Chapter 11 Cases, and the Plan constitutes a motionto approve the resolution and release of the foregoing claims pursuant to Bankruptcy Rule9019(a); provided, however, that this release shall not be construed to release, impair, or affectthe rights of indemnification contained in Section 8.4.7 of the Plan. Section 8.4.2 furtherprovides that notwithstanding anything else in the Plan, the Plan Documents, the ConfirmationOrder, or the Asbestos Channeling Injunction, the Asbestos Trust shall have no obligation,responsibility, or liability for any of the Asbestos Claims waived, released, and extinguished inaccordance with that Section.

Settlement and Release by Debtors and Estate Parties5.4.3.3

Section 8.4.3 provides for additional releases by each Debtor, in its individual capacityand as a Debtor in Possession for and on behalf of its Estate and its Affiliates, and eachReorganized Debtor on its own behalf and on behalf of its Estate and its Affiliates, and therespective successors and assigns of each such Debtor, Debtor in Possession, Estate, andAffiliate, is thereby deemed to settle and release, absolutely, unconditionally, irrevocably, andforever each and all of the Debtors’ Representatives, their Non-Debtor Affiliates’Representatives, and their respective properties (“Released Parties”), from any and all claims,obligations, rights, suits, damages, remedies, liabilities, or causes of action in any manner arisingfrom, based on, or relating to, in whole or in part, the Debtors, the Debtors’ property, the Chapter11 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 Interestthat is treated in the Plan, the restructuring of Claims and Equity Interests prior to or in theChapter 11 Cases, and the negotiation, formulation, or preparation of the Plan and the DisclosureStatement, or related agreements, instruments, or other documents, involving any act, omission,transaction, agreement, occurrence, or event taking place on or before the Effective Date, otherthan any act or omission of a Released Party that constitutes willful misconduct or lack of goodfaith; provided, however, that the obligations and duties of any Released Party under the Plan orany Plan Document are not so settled and released. Any act or omission taken with the approval

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of the Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lackof good faith.

Settlement and Release of Certain Claims5.4.3.4

As discussed above in Section 2.3.5.2 of this Disclosure Statement, Section 8.4.4 of thePlan provides, on specified terms and conditions, for the settlement and release of pending GSTRecovery Actions against certain defendants. The Existing Debtors will seek approval of suchsettlements by motion pursuant to Bankruptcy Rule 9019(a). The Plan also provides that theDebtors, Reorganized Debtors, their Affiliates, predecessors, and assigns shall be deemed torelease, waive, and permanently extinguish their rights to file or assert any GST RecoveryActions in the future.

No Actions on Account of Released Claims5.4.3.5

Section 8.4.5 provides for an injunction that will prohibit enforcement of or any actionwhatsoever with respect to any of the claims released in Section 8.4 of the Plan, protecting andpreserving, however, the right of Asbestos Claimants to proceed against the Asbestos Trustpursuant to the CRP.

Indemnification5.4.3.6

Sections 8.4.6 and 8.4.7 contain certain indemnifications. In Section 8.4.6, theReorganized Debtors undertake to protect, defend, indemnify, and hold harmless to the fullestextent permitted by applicable law, all Representatives of the Debtors, and all Representatives ofthe Non-Debtor Affiliates, on and after the Effective Date for all claims, obligations, rights,suits, damages, causes of action, remedies, and liabilities whatsoever that are purported to bereleased pursuant to Section 8.4.3 of the Plan.

In Section 8.4.7, the Asbestos Trust undertakes to protect, defend, indemnify and holdharmless, to the fullest extent permitted by applicable law each of the Debtors, ReorganizedDebtors, and other Asbestos Protected Parties from and against any and all losses (including,without limitation, attorney’s fees and expenses) that occur after the Effective Date and arebased on, arise from, or are attributable to any Asbestos Claim; provided, however, that theAsbestos Trust will have no duty to defend, indemnify, and hold harmless Debtors, ReorganizedDebtors, and other Asbestos Protected Parties from any such losses that are based on, arise from,or are attributable to any Foreign Asbestos Claim, unless the Foreign Asbestos Claim is filed,asserted, or sought to be enforced in or before any court or tribunal within the judicial system ofthe United States.

In addition, on the Effective Date, the Asbestos Trust shall assume the Debtors’indemnification obligations to the “Indemnified Parties” identified in paragraph 5 of theBankruptcy Court’s Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III asFuture Asbestos Claimants’ Representative (Docket No. 512), entered September 16, 2010, andupon such assumption the Debtors will be released from such obligations.

If there shall be pending any claim against the Asbestos Trust for indemnification underSection 8.4.7 of the Plan, the Asbestos Trust will maintain sufficient assets (as determined in

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good faith by the Asbestos Trustee) to fund any payments in respect of that claim forindemnification. The Reorganized Debtors will provide prompt notice to the Asbestos PI Trustupon becoming aware of the basis for any claim for indemnification under Section 8.4.7 of thePlan.

OTHER PLAN PROVISIONS5.5

Modification or Withdrawal of the Plan5.5.1

Article 4 of the Plan sets forth the Plan Proponents’ right, acting unanimously, to modify,amend or withdraw the Plan or the Plan Documents prior to the Confirmation Date, and theeffect of any such withdrawal, which is to deem the Plan null and void. After the ConfirmationDate, the Plan Proponents, acting unanimously, may alter, amend, or modify the Plan inaccordance with Section 1127(b) of the Bankruptcy Code but only before its substantialconsummation.

General Reservation of Rights5.5.2

Section 6.5.2 of the Plan contains a general reservation of rights, providing that shouldthe Plan fail to be accepted by the requisite number and amount of the Holders of Plan Claimsand Equity Interests required to satisfy Sections 524(g) and 1129 of the Bankruptcy Code, then,notwithstanding any other provision of the Plan to the contrary, the Plan Proponents reserve theright to amend the Plan.

Retention of Jurisdiction5.5.3

Article 10 of the Plan describes the matters over which the Bankruptcy Court will retainjurisdiction after the Effective Date, including interpreting and enforcing the Plan Documents;hearing and determining objections to Claims (other than Asbestos Claims); and compensatingProfessionals. The District Court will retain exclusive jurisdiction, without regard to the amountin controversy, to hear and determine any proceeding that involves the validity, application,construction, or modification of the Asbestos Channeling Injunction, or of Section 524(g) of theBankruptcy Code with respect to the Asbestos Channeling Injunction.

Exculpation5.5.4

Section 11.7 contains an exculpation clause, exculpating the Reorganized Debtors, theDebtors, the Non-Debtor Affiliates, the FCR, the Committee (including each of its members andtheir respective counsel), the Unsecured Creditors Committee, the Ad Hoc Coltec FutureAsbestos Claimants’ Representative, the Ad Hoc Coltec Asbestos Claimants Committee(including each of its members and their respective counsel), or any of their respectiveRepresentatives from any liability to any Entity for any act or omission in connection with orarising out of the Chapter 11 Cases, including the administration of the Estates during theentirety of the Chapter 11 Cases, any work in connection with any plan of reorganization orproceedings in the Chapter 11 Cases, conduct during any contested matter in the Chapter 11Cases, negotiation of the Plan or the settlements contained therein, the pursuit of confirmation ofthis Plan, the consummation of the Plan or the settlements provided therein, or the administrationof the Plan or the property to be distributed under the Plan so long as, in each case such action,

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or failure to act, did not constitute willful misconduct or lack of good faith. Excepted from theexculpation clause is any Fee Dispute Remedy, as defined in the Plan.

The exculpation clause further provides that in all respects, the Exculpated Parties will beentitled to rely upon the advice of counsel and financial and other experts or professionalsemployed by them with respect to their duties and responsibilities under the Plan, and suchreliance shall conclusively establish good faith. Any act or omission taken with the approval ofthe Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lack ofgood faith. In any suit alleging willful misconduct or lack of good faith, the reasonableattorney’s fees and costs of the prevailing party will be paid by the losing party, and, as acondition of going forward with such action, suit, or proceeding, at the onset thereof, all partiesthereto shall be required to provide appropriate proof and assurances of their capacity to makesuch payments of reasonable attorney’s fees and costs in the event they fail to prevail. Pursuantto its authority under Bankruptcy Code Section 105(a), in the Confirmation Order the Court willenter an injunction permanently enjoining commencement or continuation in any manner, anysuit, action, or other proceeding, on account of or respecting any claim, obligation, debt, right,cause of action, remedy, or liability included within this exculpation clause.

VOTING AND CONFIRMATION PROCEDURES6.

VOTING PROCEDURES6.1

All Classes of Claims other than Class 5 Asbestos Claims are unimpaired andtherefore shall be deemed to have voted to accept the Plan, and will not be solicited. Thevoting procedures for Class 5 have been established in the Confirmation Procedures Order,and are also contained in the Voting Procedures enclosed in the Solicitation Package withthis Disclosure Statement. Solicitation Packages with forms of Ballots for Holders of Class 5Asbestos Claims will be distributed on August 1, 2016 in the manner described in the VotingProcedures, as well as thereafter in response to inquiries as a result of the publication noticethat is part of the Notice Program attached to the Confirmation Procedures Order.

TO BE COUNTED, YOUR COMPLETED BALLOT OR MASTER BALLOT MUSTBE RECEIVED BY THE BALLOTING AGENT AT THE ADDRESS CONTAINED IN THEBALLOTS AND VOTING PROCEDURES NO LATER THAN DECEMBER 9, 2016 (THE“VOTING DEADLINE”).

Holders of Class 5 Asbestos Claims may vote using either an Individual Ballot or(through their attorneys) a Master Ballot. Asbestos Claims will be temporarily allowed, forvoting purposes only, if the Claimant (or Claimant’s attorney) submits a Ballot by the VotingDeadline and certifies, under penalty of perjury, that the following matters are true andcorrect to the best of the Claimant’s (or such attorney’s) knowledge, information, andreasonable belief:

the Claimant is the Holder of an Asbestos Claim (as defined in the Plan) thati.has not been dismissed with prejudice, has not been settled and paid, and is notknown to be time-barred;

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the person upon whose injury the Asbestos Claim is based (the “Injuredii.Party”) was diagnosed with malignant mesothelioma, or lung cancer,colo-rectal cancer, laryngeal cancer, esophageal cancer, pharyngeal cancer,stomach cancer, severe asbestosis, disabling asbestosis, or non-severedisablingasbestosis (all such diseases other than malignant mesothelioma beinghereafter referred to as “Other Diseases”), based on, or as evidenced in,medical records or similar documentation in the possession of the Claimant,his or her attorney, or the physician of the Claimant or Injured Party;

the Injured Party was exposed to asbestos released from asbestos-containingiii.gaskets or packing manufactured, produced, fabricated, distributed, supplied,marketed, included as a component part, or sold by Garlock or Coltec(“Asbestos Exposure”),10 as indicated in the Individual Ballot or MasterBallot exhibit;

if the Claimant asserts that his/her Claim has been liquidated by settlement oriv.judgment, the Claimant (or his or her attorney) must certify that the Claim hasbeen liquidated by settlement or judgment and provide the asserted liquidatedamount; and

if these certifications are made by the Claimant’s attorney, the attorney isv.authorized by such Claimant to vote on the Plan on his or her behalf, and torepresent that the Injured Party has (or, if deceased, had) the disease noted onthe Ballot and has Asbestos Exposure.

Unliquidated Asbestos Claims that meet the voting criteria and allege mesotheliomawill be temporarily allowed for voting purposes in the amount of $10,000, while AsbestosClaims that meet the voting criteria and allege any of the Other Diseases will be temporarilyallowed for voting purposes in the amount of $1. Asbestos Claims liquidated by settlement orjudgment that meet the voting criteria will be temporarily allowed for voting purposes in theliquidated amounts of the Asbestos Claims. Asbestos Claims alleging more than one diseasewill be temporarily allowed for voting purposes based on the single disease that yields thehigher voting amount. Asbestos Claimants who allege exposure to asbestos both fromproducts for which Garlock is responsible and from products for which Coltec is responsiblewill receive a single vote in Class 5. The Voting Procedures contain additional rulesregarding the tabulation of votes in Class 5.

Asbestos Claimants who are unable to make the certifications above on or before theVoting Deadline will not be eligible to vote on the Plan unless they file a motion fortemporary allowance for voting purposes that the Court grants. Any such motion fortemporary allowance for voting purposes must be filed on or before December 9, 2016. Inaddition, no Entity named as a defendant in asbestos litigation shall be eligible to vote unlessit files a proof of claim in the form of Official Bankruptcy Form No. 410 on or before any10 For purposes of this certification requirement, “Coltec” includes the following predecessors and former divisions

that were named in Asbestos Claims before the litigation of such claims was stayed by order of the Bankruptcy Court: Fairbanks Morse Engine, Fairbanks Morse Pump, Quincy Compressor, Central Moloney, France Compressor, Delavan, and Farnam.

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applicable bar date and files a motion for temporary allowance for voting purposes that theCourt grants.

Class 5 will accept the Plan if two-thirds or more in amount and 75% or more innumber of those who vote accept the Plan.

CONFIRMATION PROCEDURES6.2

Confirmation Hearing6.2.1

Bankruptcy Code § 1128(a) requires the Bankruptcy Court, after notice, to hold a hearingon confirmation of the Plan. Bankruptcy Code § 1128(b) provides that any party-in-interest mayobject to confirmation of the Plan.

The Bankruptcy Court has set the Confirmation Hearing for 10:00 a.m., Eastern Time onMay __,15, 2017, in the United States Bankruptcy Court, Courtroom 1-4, 401 West Trade Street,Charlotte, North Carolina 28202. The Confirmation Hearing may be adjourned, from time totime, without notice, other than an announcement of an adjourned date at such hearing or anadjourned hearing, or by posting such continuance on the Bankruptcy Court’s docket.

Objections to Confirmation of the Plan6.2.2

Responses and objections, if any, to the confirmation of the Plan or to any of the otherrelief sought by the Debtors in connection with confirmation of the Plan, must (a) state withparticularity the legal and factual grounds therefor, (b) provide, where applicable, the specifictext, if any, that the objecting party believes to be appropriate to insert into the Plan, and (c)describe the nature and amount of the objector’s Claim or Equity Interest. Any objections to theadequacy of the FCR’s representation of holders of future Asbestos Claims must also be raised atthis time, in the same form as a Plan objection.

Holders of Claims against and Equity Interests in GST, Garrison, or Anchor must file anyresponse or objection to the Plan with the Bankruptcy Court and serve such response orobjection in a manner so as to be actually received by the Notice Parties (defined below) no laterthan December 9, 2016. Holders of Claims against and Equity Interests in Coltec must file anyresponse or objection to the Plan with the Bankruptcy Court and serve such response orobjection in a manner so as to be actually received by the Notice Parties no later than March 10,2017.

The following parties are the “Notice Parties”:

Debtors: GARLOCK SEALING TECHNOLOGIES LLCc/o Elizabeth Barry, Chief Restructuring Officer349 West Commercial St., Ste 3050East Rochester, NY 14445

With a copy to: RAYBURN COOPER & DURHAM, P.A.1200 Carillion, 227 West Trade StreetCharlotte, NC 28202

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Telephone: (704) 334-0891Attn: John R. Miller, Jr.

and

ROBINSON, BRADSHAW & HINSON, P.A.101 North Tryon Street, Suite 1900Charlotte, NC 28246Telephone: (704) 377-2536Attn: Garland S. Cassada

and

PARKER POE ADAMS & BERNSTEIN, LLPThree Wells Fargo Center401 South Tryon Street, Suite 3000Charlotte, NC 28202Telephone: (704) 335-9054Attn: Daniel G. Clodfelter

Committee: CAPLIN & DRYSDALE, CHARTEREDOne Thomas Circle N.W., Suite 1100Washington, DC 20005Telephone: (202) 862-5000Attn: Trevor W. Swett III

FCR: GRIER FURR & CRISP, PA101 North Tryon Street, Suite 1240Charlotte, NC 28246Telephone: (704) 375-3720Attn: Joseph W. Grier, III

With a copy to: ORRICK HERRINGTON & SUTCLIFFE, LLPColumbia Center1152 15th Street, N.W.Washington, DC 20005Telephone: (202) 339-8400Attn: Jonathan P. Guy

Unsecured Creditors’ Committee: FSB FISHERBROYLES, LLP6000 Fairview Road, Suite 1200Charlotte, NC 28210Telephone: (704) 464-6954Attn: Deborah L. Fletcher

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UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED UPON THEPARTIES LISTED ABOVE AND PROPERLY FILED WITH THE BANKRUPTCY COURT,IT WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

REQUIREMENTS FOR CONFIRMATION OF THE PLAN7.

BANKRUPTCY CODE § 1129 GENERALLY7.1

At the Confirmation Hearing, the Court will determine whether the confirmationrequirements of Bankruptcy Code § 1129 have been satisfied. If so, the Court will enter theConfirmation Order. The Plan Proponents believe that the Plan satisfies or will satisfy theapplicable requirements for confirmation, as follows:

• The Plan complies with the applicable provisions of the Bankruptcy Code. See 11U.S.C. § 1129(a)(1).

• The Plan Proponents have complied with the applicable provisions of theBankruptcy Code. See 11 U.S.C. § 1129(a)(2).

• The Plan has been proposed in good faith and not by any means forbidden by law.See 11 U.S.C. § 1129(a)(3).

• Any payment made or promised by the Debtors, or by an Entity acquiring propertyunder the Plan, for services or for costs and expenses in or in connection with theChapter 11 Cases, or in connection with the Plan and incident to the Chapter 11Cases, has been disclosed to the Court, and any such payment made before theconfirmation of the Plan is reasonable, or if such payment is to be fixed afterconfirmation of the Plan, such payment is subject to the approval of the Court asreasonable. See 11 U.S.C. § 1129(a)(4).

• The Debtors will have disclosed the identity and affiliations of any individualproposed to serve, after confirmation of the Plan, as a director, officer, or votingtrustee of the Debtors, and the appointment to, or continuance in, such office ofsuch individual, is consistent with the interests of Holders of Claims and EquityHolders and with public policy, and the Debtors will have disclosed the identity ofany insider that will be employed or retained by any Reorganized Debtor, and thenature of any compensation for such insider. See 11 U.S.C. § 1129(a)(5).

• With respect to each Class of impaired Claims or Equity Interests, either eachHolder of a Claim or Equity Interest of such Class has accepted the Plan, or willreceive or retain under the Plan on account of such Claim or Equity Interestproperty of a value, as of the Effective Date of the Plan, that is not less than theamount that such Holder would so receive or retain if the Debtors were liquidatedon such date under Chapter 7 of the Bankruptcy Code; or if Bankruptcy Code §1111(b)(2) applies to the Claims of such Class, each Holder of a Claim will receiveor retain under the Plan on account of such Claim property of a value, as of theEffective Date of the Plan, that is not less than the value of such Holder’s interest in

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the Debtors’ Estates’ interest in the property that secures such Claims. See 11U.S.C. §1129(a)(7).

• Each Class of Claims or Equity Interests that is entitled to vote on the Plan haseither accepted the Plan or is not impaired under the Plan, or the Plan can beconfirmed without the approval of each voting Class pursuant to section 1129(b) ofthe Bankruptcy Code. See 11 U.S.C. § 1129(a)(8).

• Except to the extent that the Holder of a particular Claim has agreed to a differenttreatment of such Claim, the Plan provides that Allowed Administrative ExpenseClaims and Allowed Priority Claims will be paid in full on the Effective Date, or asreasonably practicable thereafter, and that Allowed Priority Tax Claims willreceive, on account of such Allowed Claims, payment in full on the Effective Dateor as reasonably practicable thereafter. See 11 U.S.C. § 1129(a)(9).

• Debtors believe that Class 5, the only Class of impaired Claims, will accept thePlan, determined without including any acceptance of the Plan by any insiderholding a Claim of such Class. See 11 U.S.C. § 1129(a)(10).

• Confirmation of the Plan is not likely to be followed by the liquidation, or the needfor further financial reorganization, of the Reorganized Debtors or any successor tothe Debtors under the Plan, unless such liquidation or reorganization is proposed inthe Plan. See 11 U.S.C. § 1129(a)(11).

• The Plan provides that the quarterly fees required under 28 U.S.C. § 1930 havebeen paid or that they will be paid on the Effective Date of the Plan. See 11 U.S.C.§ 1129(a)(12).

• The Plan provides for the continuation after the Effective Date of payment of allretiree benefits (as that term is defined in Bankruptcy Code § 1114) at the levelestablished pursuant to Bankruptcy Code § 1114(e)(1)(B) or § 1114(g), at any timeprior to confirmation of the Plan, for the duration of the period the Debtor hasobligated itself to provide such benefits. See 11 U.S.C. § 1129(a)(13).

The Plan Proponents believe that the Plan satisfies all of the statutory requirements ofBankruptcy Code Section 1129. In addition, the Plan Proponents believe that the Plan satisfiesall of the statutory requirements of Bankruptcy Code Section 524(g).

VOTE REQUIRED FOR CLASS ACCEPTANCE7.2

Class 5 will be considered to have accepted the Plan when 75% or more in number and atleast two-thirds (2/3) in dollar amount of the Claims that actually voted have voted in favor ofthe Plan.

If the Plan is confirmed, then Holders of Claims against, or Equity Interests in, Debtors,whether voting or non-voting and, if voting, whether accepting or rejecting the Plan, are boundby the terms of the Plan, including any injunction(s) under Bankruptcy Code §§ 524(a), 524(g),and/or 105(a).

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FEASIBILITY OF THE PLAN7.3

Section 1129(a)(11) of the Bankruptcy Code requires that, in order for the BankruptcyCourt to confirm the Plan, the Bankruptcy Court must find that consummation of the Plan is notlikely to be followed by the liquidation or the need for further financial reorganization of theDebtors, except to the extent such liquidation or reorganization is called for by the Plan’s terms.

The Debtors have the financial wherewithal and business prospects to satisfy theirobligations under the Plan. Debtors anticipate having on the Effective Date Cash sufficient tofund in full the Plan’s treatment of all Allowed Administrative Claims, Secured Tax Claims, andClaims in Classes 1 (Priority Claims) and 6 (General Unsecured Claims), which Debtors believewill not exceed in the aggregate $4 million. Debtors will also have sufficient Cash on theEffective Date to fund the Initial Asbestos Trust Assets and to make the Deferred Contributionand fulfill the terms of the Option within one year after the Effective Date. The ProformaProjections set forth in Exhibit 3 to the Disclosure Statement, which show continued netoperating income in years shown, as well as other income streams as described in the projectionsset forth on Exhibit 3, support the ability of Debtors to make the payments described by thePlan. HOLDERS OF CLAIMS AND INTERESTS ARE ADVISED TO REVIEWCAREFULLY THE DISCLAIMERS INCLUDED AT THE BEGINNING OF THISDISCLOSURE STATEMENT AND THE ASSUMPTIONS INCLUDED IN THEPROJECTIONS IN CONNECTION WITH THEIR REVIEW OF THE SAME. ASNOTED THEREIN, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSEPROJECTED.

“BEST INTERESTS” TEST7.4

Another confirmation requirement is the “Best Interests Test” or “HypotheticalLiquidation Test” incorporated in Section 1129(a)(7) of the Bankruptcy Code. The test appliesto individual Holders of unsecured Claims and Holders of Interests that are both (i) in impairedClasses under the Plan, and (ii) do not vote to accept the Plan. Section 1129(a)(7) of theBankruptcy Code thus requires that Holders of Asbestos Claims in Class 5 who do not vote toaccept the Plan will receive or retain an amount under the Plan as it relates to a particular Debtornot less than the amount that such Holders would receive or retain if such Debtor were to beliquidated under Chapter 7 of the Bankruptcy Code. (While Class 9 (GST/Garrison EquityInterests) is impaired under the Plan, the holder of those interests in Class 9, Coltec, will vote infavor of the Plan, thus rendering the Best Interests Test inapplicable to Class 9.)

The Debtors believe that the Plan meets the best interests test because the BankruptcyCourt estimated for plan confirmation purposes that the aggregate Allowed Amount of presentand future Class 5 GST Asbestos Claims alleging mesothelioma is no more than $125 million,see In re Garlock Sealing Technologies LLC, 504 B.R. 71, 97 (Bankr. W.D.N.C. 2014), and thePlan would provide a multiple of that amount, $480 million, to resolve Asbestos Claims. Underthe Plan, GST Asbestos Claimants would receive settlement amounts that exceed the estimatedallowed amounts of their claims, which is all that claimants would be entitled to receive in aChapter 7 case.

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The Estimation Opinion did not include the Class 5 Allowed GST Asbestos Claims fordiseases other than mesothelioma, but the Bankruptcy Court observed, and Debtors believe theevidence would prove, that the Allowed Amounts of any non-mesothelioma GST AsbestosClaims are relatively small compared to mesothelioma claims. These Asbestos Claimants alsowould receive under the Plan amounts that exceed the Allowed Amounts of their AsbestosClaims.

All Class 5 Asbestos Claims against Coltec are contingent and unliquidated, and theAllowed Amount of such Claims individually or in the aggregate also has not been estimated.Based on the nature of the products it manufactured, and its history of making no indemnitypayments and suffering no adverse verdicts, Coltec believes the Allowed Amounts of Class 5Asbestos Claims against Coltec are relatively small, both individually and in the aggregate. (SeeSection 2.5.2 above for a discussion of Coltec’s claims history.) Under the Plan, ColtecAsbestos Claims will be channeled to the Asbestos Trust and paid according to the terms of theCRP. In consequence of these matters Coltec believes holders of Coltec Asbestos Claims wouldreceive more under the Plan than they would likely receive in a liquidation of Coltec underChapter 7.

The Committee and FCR disagree with Debtors’ liquidation analyses and their relianceon the Estimation Opinion. The Committee and FCR believe the Estimation Opinion wasincorrect. Further, the Committee and FCR do not believe the Estimation Opinion would applyto determine or limit the Debtors’ liabilities to Asbestos Claimants in Chapter 7 liquidationproceedings; those liabilities would be determined, instead, under the rules, doctrines, andprocedures of the tort system.

Nevertheless, the Committee and FCR agree with Debtors that the Plan serves the bestinterests of creditors because, measured as of the Effective Date of the Plan, meritoriousAsbestos Claims will be paid no less under the Plan than if the Debtors were liquidated underChapter 7. The Committee and FCR’s conclusion rests on such considerations as (1) the numberand nature of Asbestos Claims already pending against the Debtors and those predicted to ariseagainst them over a period of several decades, (2) the high costs that would be sustained inattempting to resolve the Asbestos Claims in a Chapter 7 liquidation, (3) the inability of thetrustee in a Chapter 7 proceeding to make any distributions to creditors until all assets of theDebtors’ estates were reduced to cash and all of the estates’ liabilities were liquidated, and theresulting time-value discounts that would apply, (4) the unavailability under Chapter 7 of asection 524(g) channeling injunction or other reliable and satisfactory means of makingprovision for future Asbestos Claimants, (5) the deep discounts that would be absorbed inconverting GST’s assets to cash in a Chapter 7 liquidation (to the extent that those assets wouldbe saleable at all under the cloud of potential successor liability), and (6) the unlikelihood thatColtec would contribute substantial funding to resolve GST Asbestos Claims or Anchor Claimsin a Chapter 7 liquidation.

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INFORMATION ABOUT CORPORATE GOVERNANCE, OFFICERS, 7.5AND DIRECTORS OF REORGANIZED DEBTORS

Management Compensation and Incentive Program7.5.1

The Debtors’ current officers and directors are disclosed on the attached Exhibit 4 to theDisclosure Statement. The Debtors anticipate that the officers and directors of the ReorganizedDebtors will be the same as the current officers and directors of the Debtors, but unanticipatedchanges may occur. Pursuant to Bankruptcy Code § 1129(a)(5), the Debtors will disclose, priorto the Confirmation Hearing, the identity of any individuals proposed to serve, after confirmationof the Plan, as a director or officer of any Reorganized Debtor to the extent they differ fromthose shown on Exhibit 4.

Currently, the total compensation package that the Debtors’ officers and key employeesreceive includes base salary, annual bonus opportunities, long-term Cash incentives and otherbenefits. These packages and benefits are described in more detail in the Debtors’ motion forauthorization to continue certain employee benefit programs (Docket No. 42).

Debtors anticipate that the total compensation for the Reorganized Debtors’ directors,officers and key employees after confirmation will continue to include base salary, annual bonusand long-term stock and Cash incentives and other benefits in accordance with the ordinarybusiness policies of the Debtors.

Prospective Officer and Director Insurance7.5.2

Pursuant to Section 7.2.2 of the Plan, the Reorganized Debtors shall continue in force,purchase and extend the coverage period of directors and officers liability insurance with regardto any liabilities, losses, damages, claims, costs and expenses they or any current or formerofficer or director of any of the Debtors may incur, including but not limited to attorneys’ fees,arising out of or due to the actions or omissions of any of them or the consequences of suchactions or omissions, including, without limitation, service as an officer or director or liquidatingtrustee of any subsidiary of a Debtor, other than as a result of their willful misconduct or lack offraud. Each such policy shall cover each current and former officer or director of any of theDebtors. Further, pursuant to Section 7.2.2 of the Plan, the Reorganized Debtors have anobligation to indemnify these parties for certain payments covered by the tail insurance.Therefore, without such insurance, if the Reorganized Debtors’ current and/or former directors,officers and/or employees were sued after the Effective Date, the Reorganized Debtors could berequired to satisfy such indemnification claims.

IMPORTANT CONSIDERATIONS AND RISK FACTORS8.

Holders of Claims who are entitled to vote on the Plan should read and carefully considerthe following factors, as well as the other information set forth in this Disclosure Statement,before deciding whether to vote to accept or reject the Plan. The following disclosures are notintended to be inclusive and should be read in connection with the other disclosures contained inthis Disclosure Statement and the Exhibits hereto. You should consult your legal, financial,

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and tax advisors regarding the risks associated with the Plan and the distributions you mayreceive thereunder.

RISKS RELATED TO THE DEBTORS’ BUSINESS AND THESE 8.1CHAPTER 11 CASES

Certain Risks Associated with the Chapter 11 Cases8.1.1

Creditors may object to the classification of their Claims and/or oppose Confirmation ofthe Plan. There can be no assurance that the requisite acceptances for confirmation of a Chapter11 plan will be received or that the Bankruptcy Court will confirm the Plan. If the Plan is notconfirmed, it is unclear what Distributions the Holders of Allowed Claims will receive withrespect to their Allowed Claims, or the timing of receipt of such Distributions, as it is unclearwhether a confirmable alternative plan can be proposed by another party to these Chapter 11Cases. If the Plan is not confirmed, Debtors may propose the Second Amended Plan or anotherplan that treats Asbestos Claims less favorably. Or, if the Plan is not confirmed and an alternatereorganization plan is not confirmed, it is possible that Debtors would have to liquidate, in whichcase it is possible that the Holders of Allowed Claims or Asbestos Claims could receivesubstantially less favorable treatment than they would receive under the Plan.

Risks Relating to the Projections8.1.2

The Debtors have prepared projections set forth on Exhibit 3 to the Disclosure Statementin connection with the development of the Plan and to present the projected effects of the Planand the projected results of operations following the Effective Date of the Plan. Theseprojections assume the Plan and transactions contemplated thereby will be implemented inaccordance with their terms. Although Debtors believe the projections are reasonable, basedupon independent, third-party economic forecasts of the regions in which they sell theirproducts, the assumptions and estimates underlying such projections are inherently uncertain andare subject to, among other factors, business, economic, legislative, and competitive risks anduncertainties that could cause actual results to differ materially from those projected. Suchuncertainties and other factors include approval by the Bankruptcy Court of the Plan andpotential objections of third parties. Accordingly, the projections herein are not necessarilyindicative of the future financial condition, results of operations, or equity value of the Debtors,which may vary materially from those projections. Although the Financial Projections representmanagement’s view based upon current known facts and assumptions about the future operationsof the Reorganized Debtors, there is no guarantee by the Debtors, their advisors, or any otherperson that the Financial Projections will be realized. However, Debtors believe they can makeall payments required under the Plan even if Debtors do not achieve the projected results. Basedon the financial disclosures of the Debtors, Coltec, and EnPro, the Committee and the FCRbelieve it is very likely all payments required under the Plan can be made, even if the projectionsturn out to be optimistic.

Risks Relating to the Value of the Reorganized Debtors8.1.3

Because of the nature of Debtors’ industries, and a variety of other factors, includingwithout limitation, those set forth below, the Reorganized Debtors’ operations could be

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adversely affected, and the ultimate recovery to the creditors is uncertain and cannot bepredicted. Risks facing the Reorganized Debtors’ operations include, without limitation:

• cyclical markets affected by general global economic conditions, particularly inNorth America and Europe;

• a prolonged and severe downward economic cycle;

• pricing and other competitive pressures;

• significant increases in expenses, including raw material, energy, productdevelopment, sales and marketing and labor costs, including pension and healthcareexpenses;

• a material adverse change in relations with employees and/or labor unions;

• deteriorations in relationships with key independent agents or distributors;

• the inability to invest adequately in the business or to develop new products;

• the inability to gain customer acceptance, or slower than anticipated acceptance, ofnew products or product enhancements;

• technological breakthroughs rendering a product, a class of products, or a line ofbusiness obsolete;

• the inability to adapt to other improvements made by direct or indirect competitors;

• the acquisition (through theft or other unlawful means) or use by others of theReorganized Debtors’ proprietary technology and other know-how;

• changes in the replacement cycle for certain products resulting from improvedproduct quality or improved maintenance;

• significant increases in product liability claims or costs;

• political and economic instability in non-US markets;

• material adverse changes in currency exchange rates (in particular, the U.S. dollarto Euro exchange rate);

• consolidation of major customers, which could increase customer purchasingpower, thereby putting pressure on operating profits;

• loss of senior management and other key employees;

• greater than expected liabilities for environmental remediation;

• difficulties collecting insurance; and

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• numerous other risks, including rising healthcare costs, adverse changes in taxrates, environmental laws, or other regulatory requirements, acts of hostility or war,work stoppages or other unforeseen business interruptions.

As noted in Section 8.1.2, above, the Debtors believe they have ample assets from whichto pay all amounts required under the Plan, even if one or more of the above risk factorsadversely affects the performance of the Reorganized Debtors’ business operations after theEffective Date.

Leverage, Liquidity, and Capital Requirements8.1.4

The Debtors’ principal sources of liquidity following their emergence from bankruptcywill be net proceeds generated by business operations, payments on the Coltec Note and theStemco Note (in the case of Reorganized GST), and collection of insurance. While the Debtorsbelieve that they will have adequate liquidity to meet Plan funding and operational requirementsfollowing the Effective Date of the Plan, no assurances can be had in this regard.

Certain Risks of Non-Occurrence of the Effective Date8.1.5

The consummation of the Plan is subject to certain conditions. There can be noassurance that all of the conditions necessary for the Plan to become “Effective” will be met. Ifthe Plan were not to be consummated or become “Effective,” it is unclear whether thetransactions outlined in the Plan could be implemented and what distribution Holders of Claimsor Interests ultimately would receive with respect to their Claims or Interests. If an alternativeplan of reorganization could not be confirmed, it is possible that the Debtors could have toliquidate their assets.

Prolonged Continuation of the Chapter 11 Cases May Harm the8.1.6Debtors’ Business

The prolonged continuation of these Chapter 11 Cases may adversely affect the Debtors’business and operations. So long as the Chapter 11 Cases continue, senior management of theDebtors may be required to spend a significant amount of time and effort dealing with theDebtors’ reorganization instead of focusing exclusively on business operations. In addition, thelonger the Chapter 11 Cases continue without a confirmed plan, the more likely it is that theDebtors’ employees, customers, and suppliers may lose confidence in the Debtors’ ability tosuccessfully reorganize their business and seek alternative commercial options. Further, so longas the Chapter 11 Cases continue without a confirmed plan, the Debtors will incur substantialcosts for professional fees and expenses associated with the proceedings.

Risks Relating to Coltec’s Chapter 11 Filing8.1.7

In the event the requisite vote to accept the Plan is not received from the Class 5Claimants, then the Coltec Restructuring will not be consummated, no Chapter 11 case will befiled by OldCo, and the Plan’s proposal for payment of Coltec Asbestos Claims will not berealized.

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Risks of Non-Confirmation of the Plan8.1.8

If the Plan is not confirmed, it is unclear what distributions, if any, the Holders ofAllowed Claims would receive with respect to their Allowed Claims, or the timing of suchdistributions. If the Plan is not confirmed and an alternate reorganization plan could not beconfirmed, it is possible that the Debtors would have to liquidate their Assets.

Risk of Post-Confirmation Default8.1.9

At the Confirmation Hearing, the Court will be required to make a judicial determinationthat the Plan is feasible, but that determination does not serve as any guarantee that there will notbe any post-confirmation defaults. The Debtors believe that the cash flow generated fromoperations, insurance proceeds, and Cash on hand will be sufficient to meet the ReorganizedDebtors’ operating requirements and other post-confirmation obligations under the Plan. TheReorganized Debtors’ projected operating cash flow is set forth in the Debtors’ prospectivefinancial information that is included as Exhibit 3 to the Disclosure Statement.

Objections to Claims8.1.10

Except as otherwise provided in the Plan and the Final DIP Order (Docket No. 226), theDebtors reserve the right to object to the amount or classification of any Claim or Equity Interestdeemed Allowed under the Plan, except for Asbestos Claims. Asbestos Claims will not besubject to such objections because they will not be “Allowed.” Rather, they will be channeled tothe Asbestos Trust for processing and, if eligible, payment under the CRP. The estimates setforth in this Disclosure Statement cannot be relied on by any Holder of a Claim or EquityInterest where such Claim or Equity Interest is subject to an objection.

Risk Regarding the Solvent Insurance Carriers8.1.11

Debtors’ ultimate recovery of insurance proceeds may be affected by the financial statusof the remaining solvent insurance carriers. In addition, it is uncertain whether or how muchDebtors will be able to recover from the Additional Coltec Insurance.

RISK FACTORS AFFECTING THE ASBESTOS TRUST8.2

The Trust will be funded with assets worth, in the aggregate, $480 million within oneyear after the Effective Date. The Plan Proponents, with advice from their experts, have agreed on preliminary Maximum Settlement Values and Medical Information Factors, which along withother factors determine the settlement offers given to Asbestos Claimants under the CRP.Subject to the requirements of the Term Sheet and the CRP, the parties have agreed on preliminary Maximum Settlement Values and Medical Information Factors for Disclosure Statement purposes. The Asbestos Trustee, however, will have full authority to set MaximumSettlement Values and Medical Information Factors, in consultation with his own experts, beforethe Trust begins paying claims. Furthermore, the CRP permit the Trustee to adjust the MaximumSettlement Values and Medical Information Factors over time to ensure equal treatment ofpresent and future Asbestos Claimants. Thus, there can be no guarantee that Asbestos Claimantswill receive the settlement offers implied by the Maximum Settlement Values and MedicalInformation Factors currently contained in the CRP attached to this Disclosure Statement.

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Conversely, it is possible that the Trustee could increase Maximum Settlement Values andMedical Information Factors over time, in which case Asbestos Claimants could receivesettlement offers greater than those implied by the CRP attached to this Disclosure Statement.

ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE 9.PLAN

The Plan Proponents believe that the Plan affords the Holders of Claims and EquityInterests the potential for the greatest realization on their Claims and Equity Interests and,therefore, is in the best interest of such Holders. If the Plan is not confirmed, however, thetheoretical alternatives include (1) continuation of the pending Chapter 11 Cases, (2) alternativeplans of reorganization, or (3) liquidation of the Debtors under Chapter 7 of the BankruptcyCode.

CONTINUATION OF THE CHAPTER 11 CASES9.1

If the Debtors remain in Chapter 11 and the Plan, as currently proposed, is not confirmedwithin the time period projected, the Debtors could continue to operate their businesses andmanage their properties as Debtors in Possession. However, the value of assets and cash flowcould be affected by the expenses of operating under Chapter 11 of the Bankruptcy Code for afurther extended period of time, and significant delay in recoveries for Claimants and InterestHolders could result under any future plan of reorganization.

ALTERNATIVE PLANS OF REORGANIZATION9.2

If the Plan is not confirmed, it is possible that any other party in interest in the Chapter 11Cases could attempt to formulate and propose a different plan or plans on such terms, as theymay desire. Debtors might propose the Second Amended Plan or an alternative plan that treatsAsbestos Claimants less favorably. Such alternative plan would still have to meet therequirements of confirmation. The Plan Proponents believe that the Plan provides the best andquickest potential return to both the Debtors’ Claimants and Equity Interest Holders.

CHAPTER 7 LIQUIDATION9.3

If the Plan is not confirmed, the Debtors may be forced to liquidate, either throughconversion to a case under Chapter 7 of the Bankruptcy Code, or through a dissolutionproceeding under state law, or both, since the Chapter 7 trustee may choose to liquidate theDebtors’ assets through a proceeding under Chapter 7 of the Bankruptcy Code, and thencommence a dissolution proceeding under North Carolina law.

FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN10.

The following discussion summarizes certain federal income tax consequences of thePlan based upon the IRC, judicial authorities, and current administrative rulings and practicesnow in effect, all of which are subject to change at any time by legislative, judicial, oradministrative action. Any such change could be retroactively applied in a manner that couldadversely affect the Debtors, Reorganized Debtors, the Asbestos Trust, Holders of Claims, andHolders of Equity Interests.

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The tax consequences of certain aspects of the Plan are uncertain due to the lack ofapplicable legal authority and may be subject to administrative or judicial interpretations thatdiffer from the discussion below. The Debtors have not requested a tax ruling from the IRS. TheDebtors may obtain either (a) a private letter ruling establishing the Asbestos Trust is a“qualified settlement fund” pursuant to Section 468B of the IRC, or (b) an opinion of counselregarding the tax consequences satisfactory to Debtors. However, there can be no assurance thetreatment set forth in the following discussion will be accepted by the IRS. Further, the federalincome tax consequences may be affected by matters not discussed below. For example, thefollowing discussion does not address state, local or foreign tax considerations that may beapplicable; further, it does not address the tax consequences of the Plan to certain types ofHolders of Claims or Equity Interests, creditors, and stockholders (including foreign persons,financial institutions, life insurance companies, tax-exempt organizations, and taxpayers whomay be subject to the alternative minimum tax) who may be subject to special rules notaddressed herein.

The discussion set forth below is included for general information only. The Debtors andtheir counsel and financial advisors are not making any representations regarding the particulartax consequences of confirmation and consummation of the Plan, nor are they rendering anyform of legal or tax advice on such tax consequences. The tax laws applicable to corporations inbankruptcy are extremely complex, and the following summary is not exhaustive.

Except where essential to the context, references to the “Debtors” in Article 10 hereinrefer to both the Debtors and Reorganized Debtors, collectively.

FEDERAL INCOME TAX CONSEQUENCES10.1

General Discussion10.1.1

In general, the Debtors do not expect to incur any substantial tax liability as a result ofimplementation of the Plan and do not expect to realize any significant amount of cancellation ofindebtedness income. Upon consummation of the Plan, the Debtors expect the EnProconsolidated group, which will include the Debtors, to have net operating losses (NOLs)available to carry back to prior years and to offset future taxable income. The Debtors expect theEnPro consolidated group’s NOLs to be enhanced by the contributions to the Asbestos Trustprovided for under the Plan.

Deduction of Amounts Transferred to Satisfy Asbestos Claims10.1.2

The tax treatment of transfers of property by Debtors to the Asbestos Trust will varydepending on the characterization of the trust, e.g., as a “grantor trust” as defined by Section 671et seq. of the IRC, or as a “qualified settlement fund” (“QSF”) as defined by TreasuryRegulation Section 1.4681B-1 et seq. Debtors currently expect that the Asbestos Trust will betreated as a QSF for federal income tax purposes, meaning the Debtors should be entitled to animmediate deduction for cash and the fair market value of property contributed by the Debtors tothe Asbestos Trust.

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Cancellation of Debt Income10.1.3

Under the IRC, a taxpayer generally recognizes gross income to the extent indebtednessof the taxpayer is cancelled for less than the amount owed by the taxpayer, subject to certainjudicial or statutory exceptions. The most significant of these exceptions with respect to theDebtors is that taxpayers who are operating under the jurisdiction of a federal bankruptcy courtare not required to recognize such income. In that case, however, the taxpayer must reduce itstax attributes, such as its NOLs, general business credits, capital-loss carryforwards, and taxbasis in assets, by the amount of the cancellation of indebtedness income (“CODI”) avoided.Debtors do not expect to realize any significant CODI upon consummation of the Plan becausethe Debtors expect that Claimants entitled to Distributions under the Plan will receive cash equalto the total amount of their Allowed Claims (including accrued but unpaid interest), or, if theyare Asbestos Claimants, will receive cash equal to the amounts they are entitled to under theCRP.

Net Operating Losses10.1.4

As a result of deductions that will be generated by contributions to the Asbestos Trust,Debtors expect the EnPro consolidated group, of which Debtors will remain members, to haveNOLs. The extent to which a corporation is able to utilize its NOLs after emerging frombankruptcy often depends on Section 382 of the IRC, which generally imposes an annuallimitation on a corporation’s use of its NOLs (and may limit a corporation’s use of certainbuilt-in losses if such built-in losses are recognized within a five-year period following an“ownership change,” as defined below) if a corporation undergoes an ownership change. In theinstant case, however, there should be no such limit on the use of the EnPro group’s NOLsbecause neither EnPro, GST, nor Garrison is expected to undergo an ownership change.

Alternative Minimum Tax10.1.5

In general, a federal alternative minimum tax (“AMT”) is imposed on a corporation’salternative minimum taxable income (“AMTI”) at a 20% rate to the extent AMT exceeds thecorporation’s regular federal income tax for the year. AMTI is generally equal to regular taxableincome with certain adjustments. For purposes of computing AMTI, certain tax deductions andother beneficial allowances are modified or eliminated. In particular, a corporation generally isentitled to offset no more than 90 percent of its AMTI with NOL carrybacks and carryforwards(as recomputed for AMT purposes). Accordingly, Debtors’ use of their NOLs in both carrybackand carryforward years may be subject to limitations for AMT purposes in addition to any otherlimitations that may apply. Any AMT the Debtors pay generally will be allowed as anonrefundable credit against their regular federal income tax liability in future years when theyare no longer subject to AMT.

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Federal Income Tax Consequences to Holders of Claims and the10.1.6Asbestos Trust

Holders of Asbestos Claims10.1.6.1

To the extent payments from the Asbestos Trust to Claimants constitute damages onaccount of personal injuries, such payments should not constitute gross income to suchClaimants, except to the extent such payments are attributable to medical expense deductionsallowed under Section 213 of the IRC for a prior taxable year.

Treatment of the Asbestos Trust10.1.6.2

The Debtors expect the Asbestos Trust will be a QSF for federal income tax purposes. Asa QSF, the Asbestos Trust will be subject to a separate entity level tax on its income at themaximum rate applicable to trusts and estates. In determining the taxable income of the AsbestosTrust, (a) any amounts contributed to the Asbestos Trust will not be taxable income, (b) any sale,exchange or distribution of property by the Asbestos Trust will result in the recognition of gainor loss equal to the difference between the fair market value of the property on the date of thesale, exchange or distribution and the adjusted tax basis of such property, (c) interest income anddividend income will be taxable income, and (d) administrative costs (including state and localtaxes) will be deductible. In general, the adjusted tax basis of property received by the AsbestosTrust will be its fair market value at the time of receipt.

Consequences to Holders of GST General Unsecured Claims10.1.6.3

Pursuant to the Plan, each Holder of a GST General Unsecured Claim will receive cash infull satisfaction and discharge of its Allowed Claim. The Holder of an Allowed GST GeneralUnsecured Claim will recognize gain or loss equal to the difference between (i) the cash receivedthat is not allocable to accrued interest, and (ii) the Holder’s basis in the debt instrumentconstituting the surrendered Allowed GST General Unsecured Claim. Such gain or loss shouldbe capital in nature (subject to the “market discount” rules described below) and should belong-term capital gain or loss if the debt constituting the surrendered Allowed GST GeneralUnsecured Claim were held for more than one year. To the extent a portion of the cash receivedin the exchange is allocable to accrued interest, the Holder may recognize ordinary income. SeeSection 10.1.6.3.1 (Accrued Interest).

Accrued Interest10.1.6.3.1

To the extent an amount received by a Holder of a surrendered Allowed Claim under thePlan is attributable to accrued interest that was not previously included in the Holder’s grossincome, such amount should be taxable to the Holder as interest income.

Market Discount10.1.6.3.2

Under the “market discount” provisions of Sections 1276 through 1278 of the IRC, someor all of the gain realized by a Holder of a debt instrument constituting an Allowed Claim maybe ordinary income (instead of capital gain) to the extent of market discount on the debtinstrument. In general, a debt instrument is acquired with market discount if the Holder’s

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adjusted tax basis in the debt instrument is less than (i) the sum of all remaining payments to bemade on the debt instrument, excluding qualified stated interest or (ii) in the case of a debtinstrument issued with original issue discount of at least a de minimis amount (equal to 0.25percent of the sum of all remaining payments to be made on the debt instrument, excludingqualified stated interest, multiplied by the number of remaining whole years to maturity), itsadjusted issue price. Any gain recognized by a Holder on the disposition of surrendered debts(determined as described above) that had been acquired with market discount should be ordinaryincome to the extent of the market discount that accrued while such debts were held by theHolder (unless the Holder elected to include market discount in income as it accrued).

U.S. Federal Information Reporting and Backup Withholding10.1.7

All distributions under the Plan will be subject to applicable federal income tax reportingand withholding. The IRC imposes “backup withholding” (currently at a rate of 28 percent) oncertain reportable payments, including interest, to certain taxpayers. A Holder of a Claim may besubject to backup withholding on distributions or payments made pursuant to the Plan unless theHolder (a) comes within certain exempt categories (which generally include corporations) and,when required, so demonstrates, or (b) provides at the applicable disbursing agent’s request acompleted IRS Form W-9 (or substitute therefore) on which the Holder includes a correcttaxpayer identification number and certifies under penalty of perjury the taxpayer identificationnumber is correct and the taxpayer is not subject to backup withholding because of a failure toreport all dividend and interest income. Backup withholding is not an additional federal incometax but merely an advance payment that may be refunded to the extent it results in anoverpayment of income tax. A Holder of a Claim may be required to establish an exemptionfrom backup withholding or to make arrangements with respect to the payment of backupwithholding. Non-U.S. Holders may be required by the applicable disbursing agent to completecertain IRS forms to establish an exemption from, or a treaty-reduced rate of, withholding oninterest distributed pursuant to the Plan.

CONCLUSION AND RECOMMENDATION11.

If you are the Holder of an Asbestos Claim in Class 5, your vote on and support of thePlan is important. The Plan Proponents strongly recommend that you vote in favor and supportconfirmation of the Plan. The Plan Proponents strongly recommend that all other Holders ofClaims and Interests support confirmation of the Plan.

[Signature Pages to Follow]

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By: s/Elizabeth BarryName: Elizabeth BarryTitle: Chief Restructuring Officer

GARRISON LITIGATION MANAGEMENTGROUP, LTD.:

By: s/Elizabeth BarryName: Elizabeth BarryTitle: General Manager, Vice President, Director



By: /s/Elizabeth BarryName: Elizabeth BarryTitle: Vice President and General Manager

COLTEC INDUSTRIES INC (predecessor in interest to OldCo, LLC):

By: /s/Robert S. McLeanName: Robert S. McLeanTitle: Vice Chairman and Secretary


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By: /s/Joseph W. Grier, IIIName: Joseph W. Grier, III

AD HOC COLTEC FUTURE ASBESTOS CLAIMANTS’ REPRESENTATIVE:

By: /s/Joseph W. Grier, IIIName: Joseph W. Grier, III


By: /s/Trevor W. Swett IIIName: Trevor W. Swett IIIFirm: Caplin & Drysdale, CharteredTitle: Counsel to the Official Committee of Asbestos Personal Injury Claimants


By: /s/Trevor W. Swett IIIName: Trevor W. Swett IIIFirm: Caplin & Drysdale, CharteredTitle: Counsel to the Ad Hoc Coltec Asbestos Claimants Committee

[Signature Page to Disclosure Statement for Modified Joint Plan of Reorganization]

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EXHIBIT 1

Disclosure Statement - Ex. 1

Case 17-30140 Doc 28-2 Filed 01/30/17 Entered 01/30/17 17:32:46 Desc Exhibit 1 Page 1 of 339

THIS SOLICITATION IS BEING CONDUCTED NOT ONLY WITH RESPECT TO THE THREE DEBTORS IN THE BELOW-CAPTIONED BANKRUPTCY CASE, BUT ALSO BY COLTEC INDUSTRIES INC WITH RESPECT TO A NEW ENTITY NAMED OLDCO, LLC (WHICH WILL BE A SUCCESSOR BY MERGER TO COLTEC INDUSTRIES INC) 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 OLDCO, LLC, THE 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 OLDCO, LLC. FOLLOWING COMMENCEMENT OF ITS CHAPTER 11 CASE, OLDCO, LLC EXPECTS TO PROMPTLY SEEK AN ORDER OF THE BANKRUPTCY COURT APPROVING THE DISCLOSURE STATEMENT AND THE SOLICITATION OF VOTES WITH RESPECT TO OLDCO, LLC. THE ASSETS AND LIABILITIES OF OLDCO, LLC AND THE TRANSACTIONS THAT WILL CREATE OLDCO, LLC ARE DESCRIBED IN FULL IN THE DISCLOSURE STATEMENT ACCOMPANYING THIS JOINT PLAN OF REORGANIZATION.


Charlotte Division

IN RE:


Debtors.1


Chapter 11



Debtor.


Chapter 11


1 The debtors in these jointly administered cases are Garlock Sealing Technologies LLC; Garrison Litigation Management Group, Ltd.; and The Anchor Packing Company. This solicitation is also being conducted by Coltec Industries Inc pursuant to Sections 1125(g) and 1126(b) of the Bankruptcy Code and Rule 3018(b) of the Bankruptcy Rules with respect to OldCo, LLC which, if this Plan is accepted by the requisite numbers of claimants in Class 5, will become a successor by merger to Coltec Industries Inc and commence a bankruptcy case that will be jointly administered under Case No. 10-BK-31607. The term “Debtors” includes OldCo, LLC.



MODIFIED JOINT PLAN OF REORGANIZATION OF GARLOCK SEALING TECHNOLOGIES LLC, ET AL. AND OLDCO, LLC, PROPOSED SUCCESSOR BY

MERGER TO COLTEC INDUSTRIES INC

Dated: May 20, 2016 As Modified: July 29, 2016

THIS PLAN PROVIDES, AMONG OTHER THINGS, FOR THE ISSUANCE OF AN INJUNCTION PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE THAT

CHANNELS ALL ASBESTOS CLAIMS AGAINST DEBTORS AND THE ASBESTOS PROTECTED PARTIES (AS DEFINED HEREIN) TO A TRUST, AS WELL AS OTHER

INJUNCTIONS DESCRIBED IN ARTICLE 8 OF THIS PLAN.

RAYBURN COOPER & DURHAM, P.A. C. Richard Rayburn, Jr. (N.C. Bar No. 6357) Albert F. Durham (N.C. Bar No. 6600) John R. Miller, Jr. (N.C. Bar No. 28689) 1200 Carillion, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 Counsel to the Debtors Garlock Sealing Technologies, LLC, Garrison Litigation Management Group, Ltd., and The Anchor Packing Company

ROBINSON, BRADSHAW & HINSON, P.A. Garland S. Cassada (N.C. Bar No. 12352) Jonathan C. Krisko (N.C. Bar No. 28625) Richard C. Worf (N.C. Bar No. 37143) 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Telephone: (704) 377-2536 Special Corporate and Litigation Counsel to the Debtors Garlock Sealing Technologies LLC, Garrison Litigation Management Group, Ltd., The Anchor Packing Company, and OldCo, LLC, Successor by Merger to Coltec Industries Inc

ORRICK, HERRINGTON & SUTCLIFFE, LLP Jonathan P. Guy Gregory D. Beaman 1152 15th Street, NW Washington, DC 20005 Telephone: (202) 339-8400 Counsel for Joseph W. Grier, III, Future Asbestos Claimants’ Representative and Ad Hoc Coltec Future Asbestos Claimants’ Representative

GRIER FURR & CRISP, PA A. Cotten Wright (N.C. Bar No. 28162) 101 North Tryon Street, Suite 1240 Charlotte, NC 28246 Telephone: (704) 375-3720 Counsel for Joseph W. Grier, III, Future Asbestos Claimants’ Representative and Ad Hoc Coltec Future Asbestos Claimants’ Representative



CAPLIN & DRYSDALE, CHARTERED Elihu Inselbuch Trevor W. Swett III Jeffrey A. Liesemer One Thomas Circle, N.W. Washington, D.C. 20005 Telephone: (202) 862-5000 Counsel for the Official Committee of Asbestos Personal Injury Claimants and the Ad Hoc Coltec Asbestos Claimants Committee

MOON WRIGHT & HOUSTON, PLLC Travis W. Moon (N.C. Bar No. 3067) Richard S. Wright (N.C. Bar No. 24622) 227 West Trade St., Suite 1800 Charlotte, NC 28202 Telephone: (704) 944-6560 Counsel for the Official Committee of Asbestos Personal Injury Claimants and the Ad Hoc Coltec Asbestos Claimants Committee

PARKER POE ADAMS & BERNSTEIN, LLP Daniel G. Clodfelter (N.C. Bar No. 7661) Ashley A. Edwards (N.C. Bar No. 40695) Three Wells Fargo Center 401 South Tryon Street, Suite 3000 Charlotte, NC 28202 Telephone: (704) 335-9054 Counsel to OldCo, LLC, Successor by Merger to Coltec Industries Inc



TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS, CONSTRUCTION OF TERMS, EXHIBITS AND ANCILLARY DOCUMENTS............................................................................... 2

1.1 DEFINED TERMS ................................................................................................ 2

1. Additional Coltec Insurance ...................................................................... 2 2. Additional Coltec Insurers ......................................................................... 2 3. Ad Hoc Coltec Asbestos Claimants Committee ........................................ 2 4. Ad Hoc Coltec Future Asbestos Claimants’ Representative ..................... 2 5. Administrative Expense Claim .................................................................. 3 6. Affiliate ...................................................................................................... 3 7. Allowance Date .......................................................................................... 3 8. Allowed ...................................................................................................... 3 9. Allowed Amount ........................................................................................ 4 10. Anchor........................................................................................................ 4 11. Anchor Claim ............................................................................................. 4 12. Asbestos Channeling Injunction ................................................................ 4 13. Asbestos Claimant ..................................................................................... 4 14. Asbestos Claims ......................................................................................... 4 15. Asbestos Claimants Committee ................................................................. 4 16. Asbestos Insurance Action ......................................................................... 4 17. Asbestos Insurance Agreement .................................................................. 5 18. Asbestos Insurance Entity .......................................................................... 5 19. Asbestos Insurance Policy ......................................................................... 5 20. Asbestos Insurance Rights ......................................................................... 5 21. Asbestos Protected Party............................................................................ 5 22. Asbestos Trust ............................................................................................ 7 23. Asbestos Trust Agreement ......................................................................... 7 24. Asbestos Trust Assets ................................................................................ 7 25. Asbestos Trustee ........................................................................................ 7 26. Asbestos Trust Expenses............................................................................ 7 27. Avoidance Action ...................................................................................... 7 28. Ballot .......................................................................................................... 7 29. Bankruptcy Administrator ......................................................................... 7 30. Bankruptcy Code ....................................................................................... 7 31. Bankruptcy Court ....................................................................................... 8 32. Bankruptcy Rules ....................................................................................... 8 33. Board of Directors...................................................................................... 8 34. Business Day .............................................................................................. 8 35. By-Laws ..................................................................................................... 8 36. Canadian Settlement .................................................................................. 8 37. Capital Stock .............................................................................................. 8 38. Cash............................................................................................................ 8 39. Certificate of Incorporation ........................................................................ 8




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40. Chapter 11 Cases........................................................................................ 8 41. Claim .......................................................................................................... 9 42. Claimant ..................................................................................................... 9 43. Claimants Advisory Committee or CAC ................................................... 9 44. Claims Resolution Procedures or CRP ...................................................... 9 45. Class ........................................................................................................... 9 46. Coltec ......................................................................................................... 9 47. Coltec Asbestos Claim ............................................................................... 9 48. Coltec General Unsecured Claim ............................................................. 10 49. Coltec Restructuring ................................................................................ 10 50. Coltec Workers’ Compensation Claim .................................................... 10 51. Confirmation Date ................................................................................... 11 52. Confirmation Hearing .............................................................................. 11 53. Confirmation Order .................................................................................. 11 54. Confirmation Procedures Order ............................................................... 11 55. Contingent Claim ..................................................................................... 11 56. Court ........................................................................................................ 11 57. Debtor in Possession ................................................................................ 11 58. Debtors ..................................................................................................... 11 59. Deferred Contribution .............................................................................. 11 60. Delaware Trustee ..................................................................................... 11 61. Demand .................................................................................................... 11 62. Disallowed ............................................................................................... 11 63. Disclosure Statement ............................................................................... 12 64. Disputed Claim ........................................................................................ 12 65. Distribution .............................................................................................. 12 66. Distribution Date ...................................................................................... 12 67. District Court ........................................................................................... 12 68. Effective Date .......................................................................................... 12 69. EnPro........................................................................................................ 12 70. Encumbrance............................................................................................ 12 71. Entity ........................................................................................................ 12 72. Equity Interest .......................................................................................... 12 73. ERISA ...................................................................................................... 13 74. Estate ........................................................................................................ 13 75. Estate Parties ............................................................................................ 13 76. Exhibit Book ............................................................................................ 13 77. Fee Claim ................................................................................................. 13 78. Fee Dispute Remedy ................................................................................ 13 79. Fee Order ................................................................................................. 13 80. File or Filed or Filing ............................................................................... 13 81. Final Order ............................................................................................... 13 82. Foreign Asbestos Claim ........................................................................... 14




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83. Future Asbestos Claimants’ Representative or FCR ............................... 14 84. Garrison.................................................................................................... 14 85. Governmental Unit................................................................................... 14 86. GST .......................................................................................................... 14 87. GST Asbestos Claim ................................................................................ 14 88. GST/Garrison Equity Interests ................................................................. 15 89. GST General Unsecured Claim ............................................................... 15 90. GST Recovery Action .............................................................................. 15 91. GST Recovery Action Settlement Package ............................................. 15 92. GST Workers’ Compensation Claim ....................................................... 16 93. Holder ...................................................................................................... 16 94. Initial Asbestos Trust Assets .................................................................... 16 95. Intercompany Claim................................................................................. 16 96. IRC ........................................................................................................... 16 97. IRS ........................................................................................................... 16 98. Master Ballot ............................................................................................ 17 99. New Coltec............................................................................................... 17 100. Non-Asbestos Plan Claim ........................................................................ 17 101. Non-Debtor Affiliate ................................................................................ 17 102. Option ...................................................................................................... 17 103. Other Debtor Equity Interests .................................................................. 17 104. PBGC ....................................................................................................... 17 105. Petition Date............................................................................................. 17 106. Plan .......................................................................................................... 17 107. Plan Claims .............................................................................................. 17 108. Plan Documents ....................................................................................... 17 109. Plan Supplement ...................................................................................... 17 110. Post-Bankruptcy Anchor .......................................................................... 17 111. Priority Claim........................................................................................... 18 112. Priority Tax Claim ................................................................................... 18 113. Professional .............................................................................................. 18 114. Reorganized Debtor or Reorganized Debtors .......................................... 18 115. Representatives ........................................................................................ 18 116. Retained Causes of Action ....................................................................... 18 117. Schedules ................................................................................................. 18 118. SEC .......................................................................................................... 18 119. Secured Claim .......................................................................................... 18 120. Secured Tax Claim ................................................................................... 19 121. Securities Act ........................................................................................... 19 122. United States ............................................................................................ 19 123. Unliquidated Claim .................................................................................. 19 124. Unsecured Creditors Committee .............................................................. 19 125. Voting Record Date ................................................................................. 19




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126. Workers’ Compensation Claims .............................................................. 19

1.2 OTHER TERMS/INTERPRETATION ............................................................... 19 1.3 THE PLAN DOCUMENTS ................................................................................ 21 1.4 ANCILLARY DOCUMENTS............................................................................. 21

ARTICLE 2 PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS ........................................................................ 21

2.1 UNCLASSIFIED CLAIMS ................................................................................. 21

2.1.1 Payment of Allowed Administrative Expense Claims ............................. 21 2.1.2 Priority Tax Claims .................................................................................. 22

ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS ........................................................................................................ 22

3.1 SUMMARY ......................................................................................................... 22

3.1.1 Class 1. Priority Claims ........................................................................... 23 3.1.2 Class 2. Secured Claims ........................................................................... 23 3.1.3 Class 3. Workers’ Compensation Claims ................................................ 24 3.1.4 Class 4. Intercompany Claims ................................................................. 24 3.1.5 Class 5. Asbestos Claims ......................................................................... 25 3.1.6 Class 6. GST General Unsecured Claims ................................................ 25 3.1.7 Class 7. Coltec General Unsecured Claims ............................................. 26 3.1.8 Class 8. Anchor Claims............................................................................ 26 3.1.9 Class 9. GST/Garrison Equity Interests ................................................... 26 3.1.10 Class 10. Other Debtor Equity Interests .................................................. 27

ARTICLE 4 MODIFICATION OR WITHDRAWAL OF THIS PLAN ................................. 27

4.1 MODIFICATION OF THE PLAN; AMENDMENT OF PLAN DOCUMENTS ..................................................................................................... 27

4.1.1 Modification of the Plan .......................................................................... 27 4.1.2 Post-Effective Date Amendment of Other Plan Documents .................... 27

4.2 WITHDRAWAL OF THIS PLAN ...................................................................... 27

4.2.1 Right to Withdraw this Plan ..................................................................... 27 4.2.2 Effect of Withdrawal ................................................................................ 28

ARTICLE 5 PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS AND ASBESTOS CLAIMS GENERALLY ................................................................ 28

5.1 OBJECTION TO PLAN CLAIMS (OTHER THAN ASBESTOS CLAIMS); PROSECUTION OF DISPUTED CLAIMS ..................................... 28

5.2 DISTRIBUTION ON ACCOUNT OF DISPUTED CLAIMS ............................ 29




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5.3 BAR DATES FOR ADMINISTRATIVE EXPENSE CLAIMS ......................... 29

5.3.1 Administrative Expense Claims ............................................................... 29 5.3.2 Fee Claims ............................................................................................... 29

5.4 RESOLUTION OF ASBESTOS CLAIMS ......................................................... 30

ARTICLE 6 ACCEPTANCE OR REJECTION OF THIS PLAN ........................................... 30

6.1 IMPAIRED CLASSES TO VOTE ...................................................................... 30 6.2 ACCEPTANCE BY IMPAIRED CLASSES OF PLAN CLAIMS ..................... 30 6.3 PRESUMED ACCEPTANCE OF THIS PLAN .................................................. 30 6.4 ACCEPTANCE PURSUANT TO SECTION 524(g) OF THE

BANKRUPTCY CODE....................................................................................... 31 6.5 NONCONSENSUAL CONFIRMATION ........................................................... 31

6.5.1 Cram Down .............................................................................................. 31 6.5.2 General Reservation of Rights ................................................................. 31

ARTICLE 7 IMPLEMENTATION OF THIS PLAN .............................................................. 31

7.1 VESTING OF ASSETS OF THE DEBTORS ..................................................... 31 7.2 CORPORATE GOVERNANCE ......................................................................... 32

7.2.1 Amendment of Certificates of Incorporation of the Debtors ................... 32 7.2.2 D&O and Fiduciary Liability Tail Coverage Policies ............................. 32

7.3 THE ASBESTOS TRUST ................................................................................... 32

7.3.1 Creation of the Asbestos Trust ................................................................. 32 7.3.2 Funding of the Asbestos Trust ................................................................. 33 7.3.3 Vesting of Assets in the Asbestos Trust .................................................. 34 7.3.4 Transfer of Claims and Demands to the Asbestos Trust .......................... 34 7.3.5 Appointment and Termination of Asbestos Trustee ................................ 35 7.3.6 Creation of the CAC ................................................................................ 35 7.3.7 Cooperation Agreement ........................................................................... 35 7.3.8 Continuation of the FCR .......................................................................... 36 7.3.9 Institution and Maintenance of Legal and Other Proceedings ................. 36 7.3.10 Asbestos Insurance Rights and Authority of Reorganized Debtors

to Extend Asbestos Channeling Injunction to Asbestos Insurance Entities and Successor Entities Prior to Confirmation Date .................... 36

7.4 PAYMENTS AND DISTRIBUTIONS UNDER THIS PLAN ........................... 37

7.4.1 Asbestos Trust Payments and Plan Distributions .................................... 37 7.4.2 Timing of Plan Distributions ................................................................... 38

7.5 DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS ...................................................................... 38




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7.5.1 Delivery by the Reorganized Debtors of Distributions in General .......... 38 7.5.2 Undeliverable Distributions by the Reorganized Debtors ....................... 38

7.6 PAYMENTS UNDER THIS PLAN .................................................................... 38

7.6.1 Manner of Cash Payments under this Plan .............................................. 38 7.6.2 Fractional Payments under this Plan ........................................................ 38

7.7 DISSOLUTION OF ANCHOR ........................................................................... 39 7.8 CONDITIONS TO OCCURRENCE OF THE CONFIRMATION DATE ......... 39 7.9 CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE .................. 43 7.10 MERGER OF COLTEC WITH NEW COLTEC ................................................ 45 7.11 MANAGEMENT OF THE REORGANIZED DEBTORS ................................. 45 7.12 CORPORATE ACTION ...................................................................................... 45 7.13 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.......... 45 7.14 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL

AND INTEREST ................................................................................................. 46 7.15 NO SUCCESSOR LIABILITY ........................................................................... 46 7.16 INSURANCE NEUTRALITY ............................................................................ 46

ARTICLE 8 DISCHARGE, INJUNCTIONS & RELEASES .................................................. 47

8.1 DISCHARGE ....................................................................................................... 47

8.1.1 Discharge of GST, Garrison, and Coltec and Related Discharge Injunction ................................................................................................. 47

8.1.2 Non-Dischargeable ERISA Liability ....................................................... 47

8.2 THE ASBESTOS CHANNELING INJUNCTION ............................................. 48

8.2.1 Asbestos Channeling Injunction .............................................................. 48 8.2.2 Reservations from Asbestos Channeling Injunction ................................ 49

8.3 TERM OF CERTAIN INJUNCTIONS AND AUTOMATIC STAY ................. 49

8.3.1 Injunctions and/or Automatic Stays in Existence Immediately Prior to Confirmation ........................................................................................ 49

8.3.2 Injunctions Provided for in this Plan ....................................................... 50

8.4 RELEASES AND INDEMNIFICATION ........................................................... 50

8.4.1 Settlement and Release by Debtors and Reorganized Debtors of Avoidance Actions and Other Estate Claims ........................................... 50

8.4.2 Specific Release of Intercompany Asbestos Claims ................................ 50 8.4.3 Settlement and Release by Debtors and Estate Parties ............................ 51 8.4.4 Settlement and Release of Certain Claims ............................................... 51 8.4.5 No Actions on Account of Released Claims............................................ 51 8.4.6 Indemnification of Representatives of the Debtors and Non-Debtor

Affiliates .................................................................................................. 52




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8.4.7 Indemnification of Debtors and Other Asbestos Protected Parties by the Asbestos Trust ............................................................................... 52

8.5 CARVE-OUT FOR CERTAIN FOREIGN ASBESTOS CLAIMS .................... 53 8.6 NO EFFECT ON INDEPENDENT LIABILITIES OF NON-DEBTORS.......... 53

ARTICLE 9 EXECUTORY CONTRACTS, UNEXPIRED LEASES, LETTERS OF CREDIT, SURETY BONDS, COMPENSATION, INDEMNITY AND BENEFIT PROGRAMS ...................................................................................... 53

9.1 ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............................................................................................................... 53

9.1.1 Assumption Generally ............................................................................. 53 9.1.2 Assumption Procedures ........................................................................... 53 9.1.3 Rejection of Certain Executory Contracts and Unexpired Leases ........... 54

9.2 LETTERS OF CREDIT AND SURETY BONDS .............................................. 55 9.3 COMPENSATION, INDEMNITY AND BENEFIT PROGRAM ...................... 55

9.3.1 Employee Benefits ................................................................................... 55 9.3.2 Retiree Benefits ........................................................................................ 55 9.3.3 Workers’ Compensation Benefits ............................................................ 56

ARTICLE 10 RETENTION OF JURISDICTION ..................................................................... 56

10.1 PLAN DOCUMENTS ......................................................................................... 56 10.2 EXECUTORY CONTRACTS AND UNEXPIRED LEASES............................ 56 10.3 DISPUTED CLAIMS ALLOWANCE/DISALLOWANCE ............................... 56 10.4 ENFORCEMENT/MODIFICATION OF THIS PLAN AND THE

RELEASES, INJUNCTIONS AND DISCHARGE PROVIDED UNDER THE PLAN .......................................................................................................... 57

10.5 COMPENSATION AND EXPENSES ................................................................ 58 10.6 SETTLEMENTS.................................................................................................. 58 10.7 TAXES ................................................................................................................. 58 10.8 SPECIFIC PURPOSES ........................................................................................ 58 10.9 INSURANCE MATTERS ................................................................................... 58 10.10 ORDERS CLOSING CHAPTER 11 CASES ...................................................... 58 10.11 EXCLUSIVE JURISDICTION OF DISTRICT COURT ................................... 59

ARTICLE 11 MISCELLANEOUS PROVISIONS .................................................................... 59

11.1 AUTHORITY OF THE DEBTORS .................................................................... 59 11.2 PAYMENT OF STATUTORY FEES ................................................................. 59 11.3 RETAINED CAUSES OF ACTION ................................................................... 59

11.3.1 Maintenance of Causes of Action ............................................................ 59




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11.3.2 Preservation of All Causes of Action Not Expressly Settled or Released ................................................................................................... 60

11.4 THIRD-PARTY AGREEMENTS ....................................................................... 60 11.5 PRESERVATION OF POLICE AND REGULATORY POWERS ................... 60 11.6 DISSOLUTION OF THE UNSECURED CREDITORS COMMITTEE

AND THE ASBESTOS CLAIMANTS COMMITTEE ...................................... 61 11.7 EXCULPATION.................................................................................................. 61 11.8 ENTIRE AGREEMENT ...................................................................................... 62 11.9 NOTICES ............................................................................................................. 62 11.10 HEADINGS ......................................................................................................... 64 11.11 GOVERNING LAW ............................................................................................ 64 11.12 FILING OF ADDITIONAL DOCUMENTS....................................................... 64 11.13 COMPLIANCE WITH TAX REQUIREMENTS ............................................... 64 11.14 EXEMPTION FROM TRANSFER TAXES ....................................................... 64 11.15 FURTHER ASSURANCES ................................................................................ 65 11.16 FURTHER AUTHORIZATIONS ....................................................................... 65

Exhibit A Asbestos Trust Agreement Exhibit B CRP Exhibit C Form of Cooperation Agreement Exhibit D List of Affiliates and Former Divisions/Successor Entities Exhibit E List of Asbestos Insurance Policies and Protected Asbestos Insurance Entities Exhibit F Schedule of Retained Causes of Action Exhibit G Schedule of Rejected Executory Contracts Exhibit H Form of Option and Registration Rights Agreement Exhibit I Form of Pledge Agreement Exhibit J Form of Parent Guaranty Exhibit K Form of Articles of Merger




Charlotte Division

IN RE:


Debtors.2


Chapter 11



Debtor.


Chapter 11


MODIFIED JOINT PLAN OF REORGANIZATION OF GARLOCK SEALING TECHNOLOGIES LLC, ET AL. AND OLDCO, LLC, PROPOSED SUCCESSOR BY

MERGER TO COLTEC INDUSTRIES INC

THIS PLAN PROVIDES, AMONG OTHER THINGS, FOR THE ISSUANCE OF AN INJUNCTION PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE THAT CHANNELS ALL ASBESTOS CLAIMS AGAINST DEBTORS AND THE ASBESTOS PROTECTED PARTIES (AS DEFINED HEREIN) TO A TRUST, AS WELL AS OTHER INJUNCTIONS DESCRIBED IN ARTICLE 8 OF THIS PLAN.

This Plan3 constitutes a settlement of all Claims and Demands against the Debtors on, and subject to, the terms described herein and the other Plan Documents. 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 except to the extent that such liability is specifically provided for in the Plan or the

2 The debtors in these jointly administered cases are Garlock Sealing Technologies LLC; Garrison Litigation Management Group, Ltd.; and The Anchor Packing Company. This solicitation is also being conducted by Coltec Industries Inc pursuant to Sections 1125(g) and 1126(b) of the Bankruptcy Code and Rule 3018(b) of the Bankruptcy Rules with respect to OldCo, LLC which, if this Plan is accepted by the requisite numbers of claimants in Class 5, will become a successor by merger to Coltec Industries Inc and commence a bankruptcy case that will be jointly administered under Case No. 10-BK-31607. The term “Debtors” includes OldCo, LLC.

3 Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in Article 1 of this Plan.



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other Plan Documents in accordance with the Confirmation Order effective as of the Effective Date.

This Plan is not an offer with respect to any securities or a solicitation of acceptances of this Plan; any such offer or solicitation will only be made in compliance with applicable law, including applicable provisions of securities laws and the Bankruptcy Code. This Plan has not been filed with or reviewed by the Securities and Exchange Commission or any securities regulatory authority of any state under the Securities Act of 1933, as amended, or under any state securities or “blue sky” laws. This Plan has not been approved or disapproved by any court or the Securities and Exchange Commission. Any representation to the contrary is a criminal offense.

The Debtors, the Official Committee of Asbestos Personal Injury Claimants, the Future Asbestos Claimants’ Representative, the Ad Hoc Coltec Future Asbestos Claimants’ Representative, and the Ad Hoc Coltec Asbestos Claimants Committee (together the “Plan Proponents”) hereby jointly propose the following Plan of Reorganization (the “Plan”) pursuant to the provisions of chapter 11 of title 11 of the United States Code for the Debtors in these Chapter 11 Cases. Reference is made to the Disclosure Statement distributed contemporaneously herewith for, among other things, a discussion of the history, businesses, properties, results of operations of the Debtors, and projections for future operations, and risks associated with this Plan. The Disclosure Statement also provides a summary of this Plan. YOU ARE URGED TO READ THE DISCLOSURE STATEMENT WITH CARE IN EVALUATING HOW THIS PLAN WILL AFFECT YOUR CLAIM(S).

ARTICLE 1 DEFINITIONS, CONSTRUCTION OF TERMS, EXHIBITS

AND ANCILLARY DOCUMENTS

1.1 DEFINED TERMS

Terms defined in this Section 1 apply to the Plan, the Disclosure Statement and the other Plan Documents (unless specifically provided otherwise in any such Plan Document).

1. “Additional Coltec Insurance” shall mean those Asbestos Insurance Rights involving pre-July 1975 Coltec comprehensive general liability insurance coverage or Coltec commercial general liability insurance coverage, or excess liability coverage.

2. “Additional Coltec Insurers” shall mean Asbestos Insurance Entities that issued Additional Coltec Insurance.

3. “Ad Hoc Coltec Asbestos Claimants Committee” shall mean the ad hoc committee of persons holding present Coltec Asbestos Claims.

4. “Ad Hoc Coltec Future Asbestos Claimants’ Representative” shall mean the ad hoc representative of Holders of future Coltec Asbestos Claims, to be appointed as the legal representative to represent the interests of, appear on behalf of, and be a fiduciary to the Holders of future Coltec Asbestos Claims upon the commencement of Coltec’s Chapter 11 Case.



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5. “Administrative Expense Claim” shall mean a cost or expense of the type described in Section 503 of the Bankruptcy Code and all fees and charges assessed against the Estates pursuant to 28 U.S.C. § 1930. Administrative Expense Claims shall not include any Asbestos Claims.

6. “Affiliate” shall mean as to any specified Entity: (i) 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, and (ii) any Entity that is an “affiliate” (within the meaning of Section 101(2) of the Bankruptcy Code) of the specified Entity. As used in clause (i) of this definition, “control” shall include the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an Entity (whether through ownership of Capital Stock of that Entity, by contract, or otherwise).

7. “Allowance Date” shall mean the date on which a Claim becomes an Allowed Claim.

8. “Allowed” shall mean:

(a) With respect to any Plan Claim other than an Administrative Expense Claim or an Asbestos Claim, as to which a proof of claim was Filed within the applicable period of limitation fixed in accordance with Bankruptcy Rule 3003(c)(3) by the Court, (i) as to which no objection to the allowance thereof has been interposed within the applicable period of limitations fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy Court, (ii) as to which an objection to the allowance thereof has been interposed within such time as is set by the Bankruptcy Court pursuant to the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy Court, such Plan Claim to the extent that such objection has been (A) overruled in whole or in part by a Final Order of the Bankruptcy Court, (B) resolved by agreement of the Debtors and the Claimant which is approved by a Final Order of the Bankruptcy Court, (C) resolved by agreement of the Reorganized Debtors and the Claimant pursuant to Section 5.1 of the Plan, or (D) determined by Final Order in the Chapter 11 Cases, or (iii) as to which such Claim is listed on an Undisputed Claims Exhibit indicating allowance thereof, which has been Filed pursuant to Section 5.1 of the Plan;

(b) With respect to any Plan Claim other than an Administrative Expense Claim or Asbestos Claim, as to which no proof of claim was Filed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy Court, such Plan Claim to the extent that it has been listed by the Debtors in their Schedules as liquidated in amount and not disputed or contingent and not otherwise subject to an objection Filed within such time as is set by the Bankruptcy Court pursuant to the Plan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Order of the Bankruptcy Court;



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(c) With respect to any Equity Interest in a Debtor, any Equity Interest registered in the stock register (or its equivalent) maintained by or on behalf of the relevant Debtor as of the Confirmation Date; and

(d) With respect to any Administrative Expense Claim:

(i) that is a Fee Claim, such a Claim to the extent it is allowed in whole or in part by a Final Order of the Bankruptcy Court; or

(ii) other than with respect to a Fee Claim, (X) a Claim to the extent that the Debtors or the Reorganized Debtors determine it to constitute an Administrative Expense Claim, or (Y) a Claim to the extent it is allowed in whole or in part by a Final Order of the Bankruptcy Court and only to the extent that such allowed portion is deemed, pursuant to a Final Order of the Bankruptcy Court, to constitute a cost or expense of administration under Sections 503 or 1114 of the Bankruptcy Code.

9. “Allowed Amount” shall mean the dollar amount of an Allowed Plan Claim (other than an Asbestos Claim).

10. “Anchor” means Debtor The Anchor Packing Company and any predecessor Entity or predecessor in interest respecting such Debtor.

11. “Anchor Claim” means a Claim against Anchor.

12. “Asbestos Channeling Injunction” shall mean the order(s) issued or affirmed by the District Court, in accordance with and pursuant to Sections 524(g) and 105(a) of the Bankruptcy Code, permanently and forever staying, restraining, and enjoining any Entity from taking any action against any Asbestos Protected Party for the purpose of, directly or indirectly, collecting, recovering, or receiving payment of, on, or with respect to any Asbestos Claims, all of which shall be channeled to the Asbestos Trust for resolution as set forth in the claims resolution procedures (other than actions brought to enforce any right or obligation under the Plan or any agreement or instrument between the Debtors or Reorganized Debtors, on the one hand, and the Trust, on the other hand, entered into pursuant to the Plan).

13. “Asbestos Claimant” shall mean the Holder of an Asbestos Claim.

14. “Asbestos Claims” shall mean any and all GST Asbestos Claims and Coltec Asbestos Claims, and any and all Demands related thereto.

15. “Asbestos Claimants Committee” shall mean the Official Committee of Asbestos Personal Injury Claimants appointed in the Chapter 11 Cases, to include after Coltec’s Petition Date the members of the Ad Hoc Coltec Asbestos Claimants Committee.

16. “Asbestos Insurance Action” shall mean any claim, cause of action, or right of any Debtor, under the laws of any jurisdiction, against any Asbestos Insurance Entity, arising from or based on: (i) any such Asbestos Insurance Entity’s failure to provide coverage



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for, or failure to pay or agree to pay, any claim under any Asbestos Insurance Policy or any related settlement or agreement; (ii) the refusal of any such Asbestos Insurance Entity to compromise or settle any claim under or pursuant to any Asbestos Insurance Policy or any related settlement or agreement; (iii) the interpretation or enforcement of the terms of any Asbestos Insurance Policy or any related settlement or agreement; or (iv) any conduct of any Asbestos Insurance Entity constituting “bad faith,” violations of state insurance codes, unfair claims practices, or other wrongful conduct under applicable law with respect to any Asbestos Insurance Policy or any related settlement or agreement.

17. “Asbestos Insurance Agreement” shall mean any settlement agreement or coverage-in-place agreement between an Asbestos Insurance Entity and any of the Debtors or their Affiliates relating to an Asbestos Insurance Policy.

18. “Asbestos Insurance Entity”shall mean any Entity, including any insurance company, broker, or guaranty association, that has issued, or that has or had actual or potential liability, duties or obligations under or with respect to, any Asbestos Insurance Policy or any agreements or settlements relating to any Asbestos Insurance Policy.

19. “Asbestos Insurance Policy” shall mean any insurance policy under which any Debtor or Affiliate of the Debtors has or had indemnity, defense, or other insurance coverage, whether known or unknown, that actually or potentially provides insurance coverage for any Asbestos Claim, including but not limited to the policies listed on Exhibit E in the Exhibit Book.

20. “Asbestos Insurance Rights” shall mean any and all rights, titles, privileges, interests, claims, demands or entitlements to any proceeds, payments, defense costs, indemnification, escrowed funds, initial or supplemental dividends, scheme payments, supplemental scheme payments, causes of action, and choses in action of any Debtor or other Entity with respect to any Asbestos Insurance Policy, any rights under any Asbestos Insurance Agreement, and any rights in any Asbestos Insurance Action.

21. “Asbestos Protected Party” shall mean any of the following parties:

(a) GST, Garrison, and Coltec;


(c) Anchor and Post-Bankruptcy Anchor (but only to the extent that the liability asserted against Anchor or Post-Bankruptcy Anchor derives from the conduct, operations, or products of GST or Coltec or is based on Anchor’s relation to GST, Garrison, or Coltec as an Affiliate);

(d) any current or former Affiliate of each of the Debtors or Reorganized Debtors (including the Entities specified on Exhibit D in the Exhibit Book), to the extent that any liability is asserted to exist as a result of such Entity’s being or having been such an Affiliate;



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(e) Coltec’s former divisions and their successor Entities specified on Exhibit D in the Exhibit Book, as well as any successor Entities added to Exhibit D as Asbestos Protected Parties pursuant to Section 7.3.10 hereof (but, in any case, the successor Entities only in their respective capacities as successors);

(f) the Asbestos Insurance Entities listed as Asbestos Protected Parties on Exhibit E in the Exhibit Book, as well as any Asbestos Insurance Entities added to Exhibit E as Asbestos Protected Parties pursuant to Section 7.3.10 hereof;

(g) any Entity that, pursuant to the Plan or otherwise on or after the Effective Date, becomes a direct or indirect transferee of, or successor to, any of the Debtors, the Reorganized Debtors, the Affiliates of the Debtors or Reorganized Debtors, or any of their respective assets, to the extent that any liability on account of GST Asbestos Claims or Coltec Asbestos Claims is asserted to exist as a result of its becoming such a transferee or successor, including New Coltec (as described in the Disclosure Statement);

(h) any Entity that is alleged to be directly or indirectly liable for an Asbestos Claim by reason of such Entity’s (i) ownership of a financial interest in a Debtor, a past or present Affiliate of a Debtor, or a predecessor in interest of a Debtor, (ii) involvement in the management of a Debtor or a predecessor in interest of a Debtor, or service as an officer, director or employee of a Debtor or a related party within the meaning of Section 524(g)(4)(A)(iii) of the Bankruptcy Code, or (iii) involvement in a transaction changing the corporate structure, or in a loan or other financial transaction affecting the financial condition, of a Debtor or a related party within the meaning of Section 524(g)(4)(A)(iii) of the Bankruptcy Code, including but not limited to involvement in the Coltec Restructuring;

(i) any Entity that makes a loan to any of the Reorganized Debtors, their Affiliates, the Trust, or to a successor to, or transferee of any of the respective assets of, the Debtors, the Reorganized Debtors, their Affiliates, or the Asbestos Trust, to the extent that any liability is asserted to exist as a result of its becoming such a lender or to the extent that any Encumbrance of assets made in connection with such a loan is sought to be invalidated, upset, or impaired, in whole or in part, as a result of its being such a lender;

(j) each future Affiliate of each of the Debtors, the Reorganized Debtors and the Affiliates of the Debtors or the Reorganized Debtors (but, in any case, only to the extent that any liability is asserted to exist as a result of its being or becoming such an Affiliate); and

(k) the Representatives of each of the Debtors, the Reorganized Debtors, and the Affiliates of the Debtors and Reorganized Debtors, respectively, but only to the extent that any liability is asserted to exist as a result of the Representative being, or acting in the capacity as, a Representative of one or more of the aforementioned Entities.



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22. “Asbestos Trust” shall mean the GST Settlement Facility, a Delaware statutory trust, established pursuant to Section 524(g) of the Bankruptcy Code and in accordance with the Asbestos Trust Agreement.

23. “Asbestos Trust Agreement” shall mean the agreement, effective as of the day immediately preceding the Effective Date, substantially in the form included as Exhibit A in the Exhibit Book, to be entered into by and among the Debtors, the FCR, the Asbestos Claimants Committee, the CAC, the Asbestos Trustee, and the Delaware Trustee in connection with the formation of the Asbestos Trust.

24. “Asbestos Trust Assets” shall mean (a) $370 million in Cash contributed to the Asbestos Trust by GST or Garrison on the day immediately preceding the Effective Date; (b) $30 million in Cash contributed to the Asbestos Trust by Coltec on the day immediately preceding the Effective Date; (c) the Deferred Contribution; (d) the Option; (e) any insurance recoveries paid to the Asbestos Trust in accordance with Section 7.3.10 hereof; (f) the Asbestos Trust Causes of Action (as defined in Section 7.3.4 hereof); and (g) following the transfer or vesting of the foregoing to or in the Asbestos Trust, any proceeds thereof and earnings and income thereon.

25. “Asbestos Trustee” shall mean Lewis R. Sifford, the trustee of the Asbestos Trust, or any successor who subsequently may be appointed pursuant to the terms of the Asbestos Trust Agreement.

26. “Asbestos Trust Expenses” shall mean any liabilities, costs, taxes, or expenses of, or imposed upon, or in respect of, the Asbestos Trust or, on and after the Effective Date, the Asbestos Trust Assets (except for payments to Holders of Asbestos Claims on account of such Asbestos Claims), including all costs of administering the Asbestos Trust and carrying out the terms of the Asbestos Trust Agreement and CRP, all to be paid solely from the Asbestos Trust Assets.

27. “Avoidance Action” shall mean any claim, cause of action, or right of the Debtors, the Reorganized Debtors, their Estates, or any of them, arising under the Bankruptcy Code or other applicable law, including without limitation any avoidance or recovery actions under Sections 502, 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, or under similar or related state or federal statutes and common law, including fraudulent transfer laws and principles of equitable subordination, whether or not litigation has been commenced to prosecute such causes of action as of the Effective Date or such actions are described in the Disclosure Statement or the Debtors’ Schedules and Statements of Financial Affairs, all as may be amended or supplemented.

28. “Ballot” shall mean the form or forms distributed to certain Holders of Plan Claims or Equity Interests by which such parties may indicate acceptance or rejection of the Plan.

29. “Bankruptcy Administrator” shall mean the office of the United States Bankruptcy Administrator for the Western District of North Carolina.

30. “Bankruptcy Code” shall mean title 11 of the United States Code, as set forth in §§ 101 et seq., and applicable portions of titles 18 and 28 of the United States Code, each as in



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effect on the Petition Date or as thereafter amended to the extent such amendment is applicable to the Chapter 11 Cases.

31. “Bankruptcy Court” shall mean the United States Bankruptcy Court for the Western District of North Carolina.

32. “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure, as amended, as applicable to the Chapter 11 Cases, including the Local Rules of the Bankruptcy Court.

33. “Board of Directors” shall mean the board of directors, managers, or equivalent thereof of any of the Debtors, or any of the Reorganized Debtors, as the case may be, as it may exist from time to time.

34. “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday (as defined in Bankruptcy Rule 9006(a)) in the United States of America.

35. “By-Laws” shall mean the by-laws or operating agreements of any of the specified Debtors, as amended as of the Effective Date or thereafter.

36. “Canadian Settlement” shall mean a settlement evidenced by a written agreement, to be consummated on the Effective Date, between Debtors, EnPro, and Garlock of Canada Ltd and the Canadian provincial workers’ compensation boards (the “Provincial Boards”) resolving all remedies the Provincial Boards may possess under Canadian law or in the United States under U.S. law against Garlock of Canada Ltd, Debtors, or any Affiliate of Debtors and providing that the Provincial Boards shall deliver releases for all pending asbestos-related claims and a covenant not to bring suit or otherwise seek recovery in the future from Garlock of Canada Ltd, GST, Coltec, EnPro, the Asbestos Trust, or any of Debtors’ or EnPro’s other Affiliates for any present or future asbestos-related claim.

37. “Capital Stock” shall mean (i) with respect to any corporation, any share, or any depositary receipt or other certificate representing any share, of equity interest in that corporation; and (ii) with respect to any other Entity, any share, membership, or percentage interest, unit of participation, or other equivalent (however designated) in or of equity interest in that Entity.

38. “Cash” shall mean lawful currency of the United States of America.

39. “Certificate of Incorporation” shall mean the articles of incorporation, articles of organization, or equivalent document of any of the Debtors, as applicable, as amended as of the Effective Date or thereafter.

40. “Chapter 11 Cases” shall mean the cases commenced by the Filing, on the Petition Date, by GST, Garrison, and Anchor of voluntary petitions for relief under chapter 11 of the Bankruptcy Code, jointly administered under Case No. 10-31607, United States Bankruptcy Court for the Western District of North Carolina, as well as the case to be commenced in the Bankruptcy Court under chapter 11 of the Bankruptcy Code for Coltec.



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41. “Claim” shall mean a claim (as defined in Section 101(5) of the Bankruptcy Code) against a Debtor (and, in the case of Coltec Asbestos Claims and GST Asbestos Claims, against any Debtor or Asbestos Protected Party) including any right to: (a) payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

42. “Claimant” shall mean the Holder of a Claim.

43. “Claimants Advisory Committee” or “CAC” shall mean the committee established pursuant to the Asbestos Trust Agreement to represent the interests of Holders of present Asbestos Claims.

44. “Claims Resolution Procedures” or “CRP” shall mean the procedures, substantially in the form attached as Exhibit B in the Exhibit Book, to be implemented by the Trustee pursuant to the terms and conditions of the Plan and the Asbestos Trust Agreement, to liquidate, determine, and pay (if entitled to payment) Asbestos Claims as and to the extent set forth in such procedures.

45. “Class” shall mean a group of Plan Claims or Equity Interests classified by the Plan pursuant to Section 1122(a) of the Bankruptcy Code.

46. “Coltec” shall mean OldCo, LLC, successor by merger to Coltec Industries Inc, and any predecessor Entity or predecessor in interest respecting such Debtor.

47. “Coltec Asbestos Claim” shall mean a Claim or Demand against Coltec or any Asbestos Protected Party, whether or not such Claim or Demand is reduced to judgment, liquidated, unliquidated, fixed, settled, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal bases therefor are known or unknown, whether the disease or condition upon which the Claim or Demand is based had manifested, become evident, or been diagnosed before or after the Confirmation Date, and whether in the nature of or sounding in tort, or under contract (including settlement agreements alleged to be enforceable under applicable law), warranty, guarantee, contribution, joint and several liability, subrogation, reimbursement, or indemnity, or any other statute or theory of law, equity, admiralty, or otherwise (including conspiracy and piercing the corporate veil, alter ego, and similar theories), including (i) all related claims, debts, rights, remedies, liabilities, or obligations for compensatory (including general, special, proximate, or consequential damages, loss of consortium, lost wages or other opportunities, wrongful death, medical monitoring, or survivorship), punitive or exemplary damages, or costs or expenses, and (ii) all cross-claims, contribution claims, subrogation claims, reimbursement claims, or indemnity claims, in each case for, based on, arising out of, resulting from, attributable to, or under the laws of any jurisdiction, by reason of, in whole or in part, directly or indirectly:



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(a) death, wrongful death, personal or bodily injury (whether physical, emotional, or otherwise), sickness, illness, ailment, disease, medical monitoring for increased risk, fear of or increased risk of any of the foregoing, loss of consortium, lost wages or other opportunities, survivorship, or other personal injuries (whether physical, emotional, or otherwise) or other damages (including medical, legal, and other expenses or punitive damages), caused or allegedly caused by, based on or allegedly based on or arising or allegedly arising from or attributable to, directly or indirectly, in whole or in part, acts, omissions, or conduct of Coltec or any other Entity for whose products or operations Coltec allegedly has liability or is otherwise liable, including any past or present Affiliate (including, without limitation, Anchor), predecessor, successor, or assign of Coltec; and

(b) the presence of, exposure to, or contact with, at any time, asbestos or any products or materials containing asbestos that were mined, processed, consumed, used, stored, manufactured, fabricated, constructed, designed, engineered, sold, assembled, supplied, produced, specified, selected, distributed, released, maintained, repaired, purchased, owned, occupied, serviced, removed, replaced, disposed of, installed by, or in any way marketed by, or on behalf of, (i) Coltec, or (ii) any other Entity (including any past or present Affiliate (including, without limitation, Anchor), predecessor, successor, or assign of Coltec) for whose products or operations Coltec allegedly has liability or is otherwise liable.

Notwithstanding the foregoing, the term “Coltec Asbestos Claim” does not include any Coltec Workers’ Compensation Claim.

48. “Coltec General Unsecured Claim” shall mean any Claim against Coltec in the Chapter 11 Cases that is not an Administrative Expense Claim, Priority Tax Claim, Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, or Asbestos Claim.

49. “Coltec Restructuring” shall mean the transactions resulting in the creation of OldCo, LLC prior to its bankruptcy filing, including all related transactions, as described in Section 2.5.3 of the Disclosure Statement.

50. “Coltec Workers’ Compensation Claim” shall mean any Claim against Coltec (a) for benefits under a state-mandated workers’ compensation system, which a past, present, or future employee of Coltec or its predecessors is receiving, or may in the future have a right to receive and/or (b) for reimbursement brought by any insurance company or state agency as a result of payments made by such insurance company or state agency for any statutory benefit owed (but not paid) by Coltec to such employees under such a system and fees and expenses that are incurred and reimbursable under any insurance policies or laws or regulations covering such statutory employee benefit Claims. For the avoidance of doubt, Coltec Workers’ Compensation Claims shall not include any right of such employee or any other Entity that exists outside of such state workers’ compensation system.



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51. “Confirmation Date” shall mean the date the Confirmation Order is entered on the docket of the Bankruptcy Court.

52. “Confirmation Hearing” shall mean the hearing that the Court conducts to consider confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

53. “Confirmation Order” shall mean the order(s) entered by the Court on the Confirmation Date confirming the Plan.

54. “Confirmation Procedures Order” shall mean the order(s) of the Bankruptcy Court (i) approving procedures relating to provision of notice of the Confirmation Hearing and the solicitation and tabulation of votes with respect to the Plan; and (ii) providing or establishing the basis for calculating the amount of any Plan Claim for voting purposes.

55. “Contingent Claim” shall mean any Plan Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened, or been triggered, as of the date on which such Plan Claim is sought to be estimated or an objection to such Plan Claim is Filed, whether or not such event is within the actual or presumed contemplation of the Holder of such Plan Claim.

56. “Court” shall mean either the Bankruptcy Court or the District Court, as appropriate.

57. “Debtor in Possession” or “Debtors in Possession” shall mean one or more of the Debtors, each in its capacity as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

58. “Debtors” shall mean, collectively, Garlock Sealing Technologies LLC; Garrison Litigation Management Group, Ltd.; The Anchor Packing Company; and OldCo, LLC, successor by merger to Coltec Industries Inc (once it has filed its Chapter 11 Case).

59. “Deferred Contribution” shall mean $60 million (or such lesser amount as may be agreed by the Reorganized Debtors and the Asbestos Trust as permitted by Section 7.3.2) in Cash to be paid by Coltec to the Asbestos Trust no later than the first anniversary of the Effective Date.

60. “Delaware Trustee” shall mean the Delaware Trustee described in the Asbestos Trust Agreement.

61. “Demand” shall mean a “demand” as defined in Section 524(g)(5) of the Bankruptcy Code against a Debtor or any Asbestos Protected Party.

62. “Disallowed” shall mean, with respect to a Plan Claim (other than an Asbestos Claim) or Equity Interest, disallowed in its entirety by a Final Order of the Bankruptcy Court, District Court, or another court of competent jurisdiction.



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63. “Disclosure Statement” shall mean the disclosure statement relating to the Plan, including all exhibits, appendices and schedules thereto, approved with respect to GST, Garrison, and Anchor by order of the Bankruptcy Court in connection with the Plan pursuant to Section 1125 of the Bankruptcy Code, together with any amendments and supplements thereto, and to be approved with respect to Coltec following commencement of its Chapter 11 Case.

64. “Disputed Claim” shall mean a Plan Claim (other than an Asbestos Claim) that is neither Allowed nor Disallowed.

65. “Distribution” shall mean the payment, distribution, or assignment under the Plan by the Reorganized Debtors of property or interests in property to: (i) any Holder of an Allowed Plan Claim (other than an Asbestos Claim) or Allowed Equity Interest, or (ii) the Asbestos Trust.

66. “Distribution Date” shall mean, with respect to an Allowed Claim, the date which is as soon as reasonably practicable after the later of: (i) the Effective Date, (ii) the Allowance Date, or (iii) such other date agreed to in writing by such Claimant and the Debtors or Reorganized Debtors, as applicable.

67. “District Court” shall mean the United States District Court for the Western District of North Carolina.

68. “Effective Date” shall mean the first Business Day (beginning at 12:01 a.m. Charlotte, North Carolina time) after the date on which all of the conditions precedent to the effectiveness of the Plan specified in Section 7.9 hereto shall have been satisfied or waived or, if a stay of the Confirmation Order is in effect on such date, the first Business Day (beginning at 12:01 a.m. Charlotte, North Carolina time) after the expiration, dissolution, or lifting of such stay; and unless otherwise specified herein an event to be effective on the Effective Date shall be effective as of 12:01 a.m. on the Effective Date.

69. “EnPro” shall mean EnPro Industries, Inc.

70. “Encumbrance” shall mean with respect to any property or asset (whether real or personal, tangible or intangible), any mortgage, lien, pledge, charge, security interest, assignment as collateral, or encumbrance of any kind or nature in respect of such property or asset (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.

71. “Entity” shall mean any person, individual, corporation, company, limited liability company, firm, partnership, association, joint stock company, joint venture, estate, trust, business trust, unincorporated organization, the Bankruptcy Administrator, any other entity, or any Governmental Unit or any political subdivision thereof.

72. “Equity Interest” shall mean any interest in any of the Debtors that is an “equity security” within the meaning of Section 101(16) of the Bankruptcy Code, or any similar



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interest in an Entity that is recognized under applicable law, including any such interest that is a “certificated security” or “uncertificated security” within the meaning of Article 8 of the Uniform Commercial Code.

73. “ERISA” shall mean the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to time.

74. “Estate” shall mean the relevant estate of any Debtor created in its Chapter 11 Case pursuant to Section 541 of the Bankruptcy Code.

75. “Estate Parties” shall mean each of the Debtors, the estate of each Debtor, each of the Reorganized Debtors, and any trustee that may be appointed in any of the Debtors’ cases under the Bankruptcy Code.

76. “Exhibit Book” shall mean the exhibits to the Plan, as such exhibits may be amended, supplemented, or modified from time to time.

77. “Fee Claim” shall mean all Claims (a) for allowance and payment of compensation and expenses earned or incurred by Professionals on and after the Petition Date, and up to and through the Effective Date, in accordance with Sections 328, 330(a), 331, and 503(b)(2) of the Bankruptcy Code; or (b) subject to Bankruptcy Court approval under Section 1129(a)(4) of the Bankruptcy Code.

78. “Fee Dispute Remedy” shall mean (a) any objection to allowance or payment of any Fee Claim, including objections to final fee applications; or (b) any claim, motion, or request for reimbursement, penalties, cost-shifting, or sanctions in connection with any disputed Fee Claims, or for which disgorgement is sought, in the Debtors’ Chapter 11 Cases.

79. “Fee Order” shall mean the Bankruptcy Court’s Administrative Order, Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals dated July 15, 2010 (Docket No. 233) in the Chapter 11 Cases, as may have been amended or supplemented from time to time.

80. “File” or “Filed” or “Filing” shall mean file, filed, or filing with the Court in or to commence the Chapter 11 Cases, as the case may be.

81. “Final Order” shall mean an order, judgment, ruling, or decree, the operation or effect of which has not been stayed, reversed, modified, or amended and as to which order, judgment, ruling, or decree the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing by all Entities possessing such right, or, in the event that an appeal, writ of certiorari, or reargument or rehearing thereof has been sought, such order shall have been affirmed by the highest court to which such order was appealed, or from which reargument or rehearing was sought or certiorari has been denied, and the time to take any further appeal, petition for certiorari, or move for reargument or rehearing shall have expired;



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provided, however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure or any analogous rule under the Bankruptcy Rules may be filed with respect to such order shall not cause such order not to be a Final Order.

82. “Foreign Asbestos Claim” shall mean an Asbestos Claim held or asserted by an Entity that both is not a citizen or permanent resident of the United States and whose Asbestos Claim is not based on alleged exposure to asbestos in the United States.

83. “Future Asbestos Claimants’ Representative” or “FCR” shall mean Joseph W. Grier, III (or any Court-appointed successor), appointed as the legal representative to represent the interests of, appear on behalf of, and be a fiduciary to the Holders of future GST Asbestos Claims in the Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III as Future Asbestos Claimants’ Representative (Docket No. 512), and after commencement of Coltec’s Chapter 11 case, to be appointed by the Bankruptcy Court as the legal representative to represent the interests of, appear on behalf of, and be a fiduciary to the Holders of future Coltec Asbestos Claims.

84. “Garrison” shall mean Debtor Garrison Litigation Management Group, Ltd. and any predecessor Entity or predecessor in interest respecting such Debtor.

85. “Governmental Unit” shall mean any domestic, foreign, provincial, federal, state, local or municipal (a) government, or (b) governmental agency, commission, department, bureau, ministry, or other governmental entity, or (c) any other “governmental unit” (as defined in Section 101(27) of the Bankruptcy Code).

86. “GST” shall mean Debtor Garlock Sealing Technologies LLC and any predecessor Entity or predecessor in interest respecting such Debtor.

87. “GST Asbestos Claim” shall mean a Claim or Demand against GST, Garrison, or any Asbestos Protected Party, whether or not such Claim or Demand is reduced to judgment, liquidated, unliquidated, fixed, settled, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legal bases therefor are known or unknown, whether the disease or condition upon which the Claim or Demand is based had manifested, become evident, or been diagnosed before or after the Confirmation Date, and whether in the nature of or sounding in tort, or under contract (including settlement agreements alleged to be enforceable under applicable law), warranty, guarantee, contribution, joint and several liability, subrogation, reimbursement, or indemnity, or any other statute or theory of law, equity, admiralty, or otherwise (including conspiracy and piercing the corporate veil, alter ego, and similar theories), including (i) all related claims, debts, rights, remedies, liabilities, or obligations for compensatory (including general, special, proximate, or consequential damages, loss of consortium, lost wages or other opportunities, wrongful death, medical monitoring, or survivorship), punitive or exemplary damages, or costs or expenses, and (ii) all cross-claims, contribution claims, subrogation claims, reimbursement claims, or indemnity claims, in each case for, based on, arising out of, resulting from, attributable to, or under the laws of any jurisdiction, by reason of, in whole or in part, directly or indirectly:



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(a) death, wrongful death, personal or bodily injury (whether physical, emotional, or otherwise), sickness, illness, ailment, disease, medical monitoring for increased risk, fear of or increased risk of any of the foregoing, loss of consortium, lost wages or other opportunities, survivorship, or other personal injuries (whether physical, emotional, or otherwise) or other damages (including medical, legal, and other expenses or punitive damages), caused or allegedly caused by, based on or allegedly based on or arising or allegedly arising from or attributable to, directly or indirectly, in whole or in part, acts, omissions, or conduct of GST or Garrison or any other Entity for whose products or operations GST or Garrison allegedly has liability or is otherwise liable, including any past or present Affiliate (including, without limitation, Anchor), predecessor, successor, or assign of GST or Garrison; and

(b) the presence of, exposure to, or contact with, at any time, asbestos or any products or materials containing asbestos that were mined, processed, consumed, used, stored, manufactured, fabricated, constructed, designed, engineered, sold, assembled, supplied, produced, specified, selected, distributed, released, maintained, repaired, purchased, owned, occupied, serviced, removed, replaced, disposed of, installed by, or in any way marketed by, or on behalf of, (i) GST, (ii) Garrison, or (iii) any other Entity (including any past or present Affiliate (including, without limitation, Anchor), predecessor, successor, or assign of GST or Garrison) for whose products or operations GST or Garrison allegedly has liability or is otherwise liable.

Notwithstanding the foregoing, the term “GST Asbestos Claim” does not include any GST Workers’ Compensation Claim.

88. “GST/Garrison Equity Interests” shall mean Equity Interests in GST and Garrison.

89. “GST General Unsecured Claim” shall mean any Claim against GST or Garrison in the Chapter 11 Cases that is not an Administrative Expense Claim, Priority Tax Claim, Priority Claim, Secured Claim, Workers’ Compensation Claim, Intercompany Claim, or Asbestos Claim.

90. “GST Recovery Action” shall mean any cause of action, claim, demand, or suit by Coltec, GST, Garrison, or any of their respective Affiliates, predecessors, successors, or assigns against (a) attorneys or law firms representing, or who have represented, holders of asbestos-related claims, or (b) such holders of asbestos-related claims, which cause of action, claim, demand, or suit is based on, arises from, results from, or is attributable to any acts, omissions, or conduct by such attorneys, law firms, or holders, in connection with an action or suit to recover compensatory damages or other remedies for alleged asbestos-related injury or wrongful death before the Confirmation Date.

91. “GST Recovery Action Settlement Package” shall mean the documents necessary to implement settlement of the pending GST Recovery Actions, which shall be reasonably agreeable to the plaintiffs and defendants in form and substance, and shall include without limitation (a) broad mutual releases extinguishing all the parties’ respective



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claims, counterclaims, and countersuits against each other, asserted or unasserted (including any claims by or against the parties’ respective affiliates, predecessors, successors, or assigns), and including without limitation releases of each party’s respective officers, directors, employees, lawyers (including corporate and outside counsel, past and present, specifically including David Glaspy, John Turlik, and their law firms), experts, witnesses, Representatives, agents, successors and assigns and all other Asbestos Protected Parties; (b) stipulations of dismissals with prejudice by all parties; and (c) mutual non-disparagement agreements that will prohibit disparagement of each party and each party’s respective officers, directors, employees, lawyers (including corporate and outside counsel, past and present, and specifically including David Glaspy, John Turlik, and their law firms), experts, witnesses, agents, and Representatives.

92. “GST Workers’ Compensation Claim” shall mean any Claim against GST or Garrison (a) for benefits under a state-mandated workers’ compensation system, which a past, present, or future employee of GST or Garrison or their predecessors is receiving, or may in the future have a right to receive and/or (b) for reimbursement brought by any insurance company or state agency as a result of payments made by such insurance company or state agency for the statutory benefit owed (but not paid) by GST or Garrison to such employees under such a system and fees and expenses that are incurred and reimbursable under any insurance policies or laws or regulations covering such statutory employee benefit Claims. For the avoidance of doubt, “GST Workers’ Compensation Claim” shall not include any right of such employee or any other Entity that exists outside of such state workers’ compensation system.

93. “Holder” shall mean any Entity holding any Plan Claim or Equity Interest and, with respect to a vote on the Plan, shall mean the beneficial holders on the Voting Record Date or any authorized signatory who has completed and executed a Ballot or on whose behalf a Master Ballot has been properly completed and executed.

94. “Initial Asbestos Trust Assets” shall mean (a) $370 million in Cash contributed to the Asbestos Trust by GST or Garrison on the day immediately preceding the Effective Date; (b) $30 million in Cash contributed to the Asbestos Trust by Coltec on the day immediately preceding the Effective Date; (c) the Option; and (d) the Asbestos Trust Causes of Action (as defined in Section 7.3.4 hereof).

95. “Intercompany Claim” shall mean any Claim by any Debtor against any other Debtor, or a Non-Debtor Affiliate against any Debtor; provided, however, that Intercompany Claims shall not include Asbestos Claims or Anchor Claims.

96. “IRC” shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulations (including temporary and proposed regulations) promulgated thereunder by the United States Treasury Department.

97. “IRS” shall mean the United States Internal Revenue Service.



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98. “Master Ballot” shall mean a Ballot cast on behalf of more than one Asbestos Claimant, pursuant to the terms and guidelines established in the Plan Documents or the Confirmation Procedures Order.

99. “New Coltec” shall mean the entity described as New Coltec in the Disclosure Statement.

100. “Non-Asbestos Plan Claim” shall mean any Plan Claim that is not an Asbestos Claim.

101. “Non-Debtor Affiliate” shall mean each Affiliate of the Debtors that is not a debtor or debtor-in-possession in the Chapter 11 Cases.

102. “Option” shall have the meaning given to such term in Section 7.3.2 hereof.

103. “Other Debtor Equity Interests” shall mean Equity Interests in Debtors other than GST and Garrison.

104. “PBGC” shall have the meaning set forth in Section 8.1.2 of the Plan.

105. “Petition Date” shall mean, with respect to GST, Garrison, and Anchor, June 5, 2010, the date on which such Debtors Filed their petitions for relief commencing their Chapter 11 Cases, and with respect to Coltec, the date on which Coltec Files its petition for relief commencing its Chapter 11 Case.

106. “Plan” shall mean this plan, as it may be amended, supplemented, or otherwise modified from time to time, and the exhibits and schedules to the foregoing, as the same may be in effect from time to time.

107. “Plan Claims” shall mean, collectively, Administrative Expense Claims, Anchor Claims, Asbestos Claims, Coltec General Unsecured Claims, GST General Unsecured Claims, Intercompany Claims, Priority Claims, Priority Tax Claims, Secured Claims, and Workers’ Compensation Claims.

108. “Plan Documents” shall mean the Plan, the Exhibit Book, the Disclosure Statement, and the Plan Supplement, either in the form approved by each of the Plan Proponents or as each may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

109. “Plan Supplement” shall mean the supplement, containing copies of certain exhibits or schedules to the Plan and Disclosure Statement, including the By-Laws of the Reorganized Debtors, draft amended Certificates of Incorporation, and a list disclosing the identity and affiliates of any person proposed to serve on the initial board of directors or be an officer of one or more of the Reorganized Debtors, which shall be Filed with the Bankruptcy Court at least ten (10) days before the objection deadline with respect to the Plan and served on the Entities listed in Section 11.9 of this Plan.

110. “Post-Bankruptcy Anchor” shall mean Debtor Anchor from and after the Effective Date.



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111. “Priority Claim” shall mean any Claim (other than an Administrative Expense Claim or Priority Tax Claim) against GST, Garrison, or Coltec to the extent such Claim is entitled to priority in right of payment under Section 507 of the Bankruptcy Code; provided, however, that Priority Claims shall not include any Asbestos Claims.

112. “Priority Tax Claim” shall mean a Claim that is of a kind specified in Sections 502(i) or 507(a)(8) of the Bankruptcy Code.

113. “Professional” shall mean an Entity (a) whose employment as a professional in the Chapter 11 Cases has been approved by order of the Bankruptcy Court, in accordance with Sections 327, 328, 363, 524(g)(4)(B)(i) and/or 1103 of the Bankruptcy Code, or (b) whose compensation or reimbursable expenses are subject to the Fee Order.

114. “Reorganized Debtor” or “Reorganized Debtors” shall mean Debtors GST, Garrison, and Coltec from and after the Effective Date.

115. “Representatives” shall mean, (a) with respect to any Entity, the past, present, or future managers, directors, members, trustees, officers, employees, accountants (including independent registered public accountants), advisors, attorneys, consultants, or other agents, representatives, or professionals of that Entity, but only in their capacities as such, and (b) the firms or other Entities, other than the Debtors and their Non-Debtor Affiliates, with whom the Representatives identified in part (a) are employed or associated, but only in such firms’ or Entities’ respective capacities as such.

116. “Retained Causes of Action” shall mean the actual and potential causes of action that the Reorganized Debtors shall retain under the Plan, on and after the Effective Date, on behalf of the Debtors, to commence and pursue, as appropriate, in any court or other tribunal including in an adversary proceeding filed in one or more of the Chapter 11 Cases, whether such causes of action accrued before or after the Petition Date and whether such causes of action are known or unknown as of any date of determination, including, but not limited to, the actions listed in Exhibit F in the Exhibit Book, but specifically excluding the GST Recovery Actions and the claims and causes of action settled and released in Section 8.4.

117. “Schedules” shall mean the schedules of assets and liabilities and the statements of financial affairs Filed by the Debtors in Possession with the Bankruptcy Court, as required by Section 521 of the Bankruptcy Code and the Bankruptcy Rules, as such schedules and statements may be amended by the Debtors in Possession from time to time in accordance with Bankruptcy Rule 1007.

118. “SEC” shall mean the United States Securities and Exchange Commission.

119. “Secured Claim” shall mean a Claim against GST, Garrison, or Coltec that is: (i) secured by a lien (as such term is defined in Section 101(37) of the Bankruptcy Code) on property in which the Debtors have an interest, which lien is valid, perfected, and enforceable under applicable law or by reason of a Final Order, or (ii) entitled to setoff under Section 553 of the Bankruptcy Code, to the extent of (A) the value of the Claimant’s interest in the Debtor’s interest in such property or (B) the amount subject to



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setoff, as applicable, as determined pursuant to Section 506(a) of the Bankruptcy Code; provided, however, that Secured Claims shall not include any Asbestos Claims.

120. “Secured Tax Claim” shall mean a Secured Claim for the payment of taxes to a governmental Entity.

121. “Securities Act” shall mean the Securities Act of 1933, as amended.

122. “United States” shall mean the United States of America and its political subdivisions, including states, territories, commonwealths, possessions, and now-existing compacts of free association (namely, those with the Federated States of Micronesia, the Marshall Islands, and Palau), as well as all ships and vessels of the United States Navy, the United States Coast Guard, or any other branch of the armed services of the United States of America.

123. “Unliquidated Claim” shall mean: (i) any Plan Claim (other than an Asbestos Claim), the amount of liability for which has not been fixed, whether pursuant to agreement, applicable law, or otherwise, as of the date on which such Claim is sought to be fixed, or (ii) any Plan Claim (other than an Asbestos Claim) for which no Allowed Amount has been determined.

124. “Unsecured Creditors Committee” shall mean the Official Committee of Unsecured Creditors appointed by order of the Bankruptcy Court dated June 17, 2011 (Docket No. 104), as subsequently amended, in the Chapter 11 Cases pursuant to Section 1102 of the Bankruptcy Code.

125. “Voting Record Date” shall mean the record date set by the Bankruptcy Court in the Confirmation Procedures Order.

126. “Workers’ Compensation Claims” shall mean GST Workers’ Compensation Claims and Coltec Workers’ Compensation Claims.

1.2 OTHER TERMS/INTERPRETATION

(a) Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the other genders.

(b) When used in this Plan, the term “claim” shall mean a claim (as defined in Section 101(5) of the Bankruptcy Code) against any Entity including any right to: (a) payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.



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(c) Any reference in a Plan Document to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions shall mean that such document shall be substantially in such form or substantially on such terms and conditions.

(d) Any specific references to promissory notes, deeds of trust, or other instruments of indebtedness or security shall include any amendments, modifications, and extensions thereto.

(e) Nothing contained in this Plan or the Plan Documents shall constitute an admission by any party of either liability for or the validity, priority, or extent of (i) any Claim asserted against the Debtors or any third party; (ii) any defense against such a Claim; or (iii) any theory or counterclaim asserted by the Debtors or any third party.

(f) Any reference in a Plan Document to an existing document or exhibit in the Exhibit Book filed or to be filed shall mean the document or exhibit as it may have been or may be amended, modified or supplemented.

(g) Any reference to an Entity as a Holder of a Claim or Plan Claim shall include that Entity’s successors, assigns and Affiliates.

(h) The words “herein,” “hereof,” “hereto,” “hereunder,” and others of similar import when used in a Plan Document refer to such Plan Document as a whole and not to any particular section, subsection, or clause contained in such Plan Document.

(i) The word “including” (and, with correlative meaning, the forms of the word “include”) shall mean including, without limiting the generality of any description preceding that word; and the words “shall” and “will” are used interchangeably and have the same meaning.

(j) All references to dollars are to United States dollars.

(k) An initially capitalized term used herein that is not defined herein shall have the meaning ascribed to such term, if any, in the Bankruptcy Code, unless the context shall otherwise require.

(l) The descriptive headings contained in Plan Documents are included for convenience of reference only and are not intended to be a part of and shall not affect in any way the meaning or interpretation of Plan Documents.

(m) All references in a particular Plan Document to sections, articles, and exhibits are references to sections, articles and exhibits of or to such Plan Document unless otherwise specified.

(n) In computing any period of time prescribed or allowed by a Plan Document, the provisions of Bankruptcy Rule 9006(a) shall apply.

(o) Unless otherwise provided herein, the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply.



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1.3 THE PLAN DOCUMENTS

The Plan Documents, once Filed, shall also be available for review in the office of the clerk of the Bankruptcy Court during normal hours of operation of the Bankruptcy Court. Holders of Plan Claims and Equity Interests may also obtain a copy of the Plan Documents following their Filing with the clerk of the Court on Business Days from 9:00 a.m. through 5:00 p.m. (prevailing Eastern Time) at the following addresses:

RAYBURN COOPER & DURHAM, P.A. 1200 Carillion, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 Attn: John R. Miller, Jr.

ROBINSON, BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Telephone: (704) 377-2536 Attn: Richard C. Worf

Holders of Plan Claims may also obtain a copy of the Plan Documents following their

Filing with the clerk of the Bankruptcy Court by contacting counsel for the Debtors by a written request sent to the above address.

1.4 ANCILLARY DOCUMENTS

Each of the Plan Documents is an integral part of this Plan and is hereby incorporated by reference and made a part of this Plan.

ARTICLE 2 PROVISIONS FOR PAYMENT OF ADMINISTRATIVE

EXPENSES AND PRIORITY TAX CLAIMS

2.1 UNCLASSIFIED CLAIMS

In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified and are excluded from the Classes set forth in Article 3 of this Plan.

2.1.1 Payment of Allowed Administrative Expense Claims

Subject to the terms herein and unless otherwise agreed to by the Holder of an Allowed Administrative Expense Claim (in which event such other agreement shall govern), Allowed Administrative Expense Claims shall be provided for as follows:

(a) if such Claim is for goods sold or services rendered representing liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases involving customers, suppliers, or trade or vendor Claims, such Claim shall be paid by the Debtors or the Reorganized Debtors in the ordinary course in accordance with the terms and conditions of any agreements relating thereto;

(b) if such Claim is for amounts necessary to cure executory contracts and unexpired leases assumed by the Debtors, such Claim shall be paid by the Debtors or



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Reorganized Debtors as soon as practicable after the Effective Date or as ordered by the Bankruptcy Court;

(c) amounts due Holders of other Allowed Administrative Expense Claims, including, without limitation, Allowed Fee Claims or Claims arising pursuant to Section 503(b)(9) of the Bankruptcy Code, shall be paid as soon as practicable after the Effective Date or as ordered by the Bankruptcy Court, unless otherwise agreed between the Debtors and such Holders; and

(d) Administrative Expense Claims of the Bankruptcy Administrator for fees pursuant to 28 U.S.C. § 1930(a)(6) and (7) shall be paid in accordance with the applicable schedule for payment of such fees by Debtors.

2.1.2 Priority Tax Claims

Subject to the terms herein, each Holder of an Allowed Priority Tax Claim shall be paid 100% of the unpaid Allowed Amount of such Allowed Priority Tax Claim in Cash by the Reorganized Debtors on the Distribution Date. Any Claim or demand for penalty relating to any Priority Tax Claim (other than a penalty of the type specified in Section 507(a)(8)(G) of the Bankruptcy Code) shall be Disallowed, and the Holder of an Allowed Priority Tax Claim shall not assess or attempt to collect such penalty from the Debtors or Reorganized Debtors, or their Estates or assets.

ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

3.1 SUMMARY

Claims and Equity Interests are classified for all purposes, including voting, confirmation, and Distribution pursuant to this Plan and pursuant to Sections 1122 and 1123(a)(1) of the Bankruptcy Code, as follows:

CLASSIFICATION IMPAIRMENT AND VOTING

Class 1 Priority Claims Unimpaired -- deemed to have voted to accept the Plan; no separate vote being solicited.

Class 2 Secured Claims Unimpaired -- deemed to have voted to accept the Plan; no separate vote being solicited.

Class 3 Workers’ Compensation Claims Unimpaired -- deemed to have voted to accept the Plan; no separate vote being solicited.

Class 4 Intercompany Claims Unimpaired -- deemed to have voted to accept the Plan; no separate vote being solicited.

Class 5 Asbestos Claims Impaired -- vote being solicited.

Class 6 GST General Unsecured Claims Unimpaired -- deemed to have voted to accept the Plan; no separate vote being solicited.

Class 7 Coltec General Unsecured Unimpaired -- deemed to have voted to accept the



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Claims Plan; no separate vote being solicited.

Class 8 Anchor Claims Unimpaired – deemed to have voted to accept the Plan; no separate vote being solicited.

Class 9 GST/Garrison Equity Interests Impaired –vote being solicited.

Class 10 Other Debtor Equity Interests Unimpaired – deemed to have voted to accept the Plan; no separate vote being solicited.

3.1.1 Class 1. Priority Claims

(a) Classification

Class 1 consists of all Priority Claims against the Debtors.

(b) Treatment

Each Holder of an Allowed Priority Claim shall be paid the Allowed Amount of its Allowed Priority Claim either (i) in full, in Cash, on the Distribution Date, or (ii) upon such other less favorable terms as may be mutually agreed upon between the Holder of an Allowed Priority Claim and the Debtors or the Reorganized Debtors.

(c) Impairment and Voting

Class 1 is unimpaired. The Holders of the Allowed Priority Claims in Class 1 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

3.1.2 Class 2. Secured Claims

(a) Classification

Class 2 consists of all Secured Claims against the Debtors.

(b) Treatment

(i) Non-Tax Secured Claim. Subject to the provisions of Sections 502(b) and 506(d) of the Bankruptcy Code and the terms herein, each Holder of an Allowed Secured Claim other than an Allowed Secured Tax Claim shall, at the option of the Reorganized Debtors, receive treatment according to the following alternatives: (i) the Plan will leave unaltered the legal, equitable and contractual rights to which the Holder of such Claim is entitled; (ii) the Reorganized Debtors shall pay the Allowed Secured Claim in full on the Effective Date or as soon thereafter as reasonably practicable; or (iii) the Reorganized Debtors shall provide such other treatment as is agreed to in writing between the Debtors or the Reorganized Debtors and the Holder of any such Allowed Secured Claim.

(ii) Secured Tax Claim. Except to the extent that a Holder of an Allowed Secured Tax Claim agrees to a different treatment, each Holder of an Allowed Secured Tax



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Claim shall receive 100% of the unpaid amount of such Allowed Secured Tax Claim in Cash from the Debtors or Reorganized Debtors on the Distribution Date.


Class 2 is unimpaired. The Holders of the Allowed Secured Claims in Class 2 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

3.1.3 Class 3. Workers’ Compensation Claims

(a) Classification

Class 3 consists of all Workers’ Compensation Claims against the Debtors.

(b) Treatment

Each Workers’ Compensation Claim shall be reinstated and shall have all legal, equitable, and contractual rights to which each such Workers’ Compensation Claim entitles the Holder of such Workers’ Compensation Claim.


Class 3 is unimpaired. The Holders of the Workers’ Compensation Claims in Class 3 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

3.1.4 Class 4. Intercompany Claims

(a) Classification

Class 4 consists of all Intercompany Claims.

(b) Treatment

Each Intercompany Claim shall be reinstated and shall have all legal, equitable, and contractual rights to which each such Intercompany Claim entitles the Holder of such Intercompany Claim, except to the extent any such Claims are released pursuant to Section 8.4 of this Plan.


Class 4 is unimpaired. The Holders of Intercompany Claims in Class 4 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.



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3.1.5 Class 5. Asbestos Claims

(a) Classification

Class 5 consists of all Asbestos Claims against GST, Coltec, or Garrison.

(b) Treatment

(i) All Asbestos Claims shall be resolved in accordance with the terms, provisions, and procedures of the Asbestos Trust Agreement and the CRP.

(ii) All Asbestos Claims shall be paid by the Asbestos Trust solely from the Asbestos Trust Assets as and to the extent provided in the CRP. Asbestos Claims shall not be deemed Allowed or Disallowed, but rather shall be resolved by the Asbestos Trust pursuant to the terms of the CRP.

(c) Asbestos Channeling Injunction


(d) Impairment and Voting

Class 5 is impaired. The Debtors are soliciting the votes of Holders of the Asbestos Claims in Class 5 to accept or reject this Plan in the manner and to the extent provided in the Confirmation Procedures Order.

3.1.6 Class 6. GST General Unsecured Claims

(a) Classification

Class 6 consists of all GST General Unsecured Claims.

(b) Treatment

Each Holder of an Allowed GST General Unsecured Claim shall be paid the Allowed Amount of its GST General 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 an Allowed GST General Unsecured Claim and the Debtors or Reorganized Debtors. Post-petition interest shall accrue from the Petition Date through the date of payment.


Class 6 is unimpaired. The Holders of GST General Unsecured Claims in Class 6 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.



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3.1.7 Class 7. Coltec General Unsecured Claims

(a) Classification

Class 7 consists of all Coltec General Unsecured Claims.

(b) Treatment

Each Coltec General Unsecured Claim shall be reinstated and shall have all legal, equitable, and contractual rights to which each such Coltec General Unsecured Claim entitles the Holder of such Coltec General Unsecured Claim


Class 7 is unimpaired. The Holders of Coltec General Unsecured Claims in Class 7 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

3.1.8 Class 8. Anchor Claims

(a) Classification

Class 8 consists of all Anchor Claims.

(b) Treatment

Each Holder of a Class 8 Anchor Claim shall be entitled to assert such Claim against Anchor in accordance with the provisions of Article 14 of Chapter 55 of the North Carolina Business Corporation Act.


Class 8 is unimpaired. The Holders of Class 8 Anchor Claims are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

3.1.9 Class 9. GST/Garrison Equity Interests

(a) Classification

Class 9 consists of GST/Garrison Equity Interests.

(b) Treatment

On the Effective Date, Class 9 GST/Garrison Equity Interests shall be retained, subject to the Lien described in Section 7.3.2.



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Class 9 is impaired. The Debtors are soliciting the votes of Holders of the GST/Garrison Equity Interests in Class 9 to accept or reject this Plan in the manner and to the extent provided in the Confirmation Procedures Order.

3.1.10 Class 10. Other Debtor Equity Interests

(a) Classification

Class 10 consists of Other Debtor Equity Interests.

(b) Treatment

This Plan leaves unaltered the legal, equitable, and contractual rights to which each such Other Debtor Equity Interest entitles the Holder of such Other Debtor Equity Interest.


Class 10 is unimpaired. The Holders of the Other Debtor Equity Interests in Class 10 are deemed to have voted to accept this Plan and, accordingly, their separate vote will not be solicited.

ARTICLE 4 MODIFICATION OR WITHDRAWAL OF THIS PLAN

4.1 MODIFICATION OF THE PLAN; AMENDMENT OF PLAN DOCUMENTS

4.1.1 Modification of the Plan

The Plan Proponents, acting unanimously, may alter, amend, or modify this Plan, or any other Plan Document, under Section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date so long as this Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code or the Court has approved such modifications to the Plan. After the Confirmation Date, the Plan Proponents, acting unanimously, may alter, amend, or modify this Plan in accordance with Section 1127(b) of the Bankruptcy Code but only before its substantial consummation.

4.1.2 Post-Effective Date Amendment of Other Plan Documents

From and after the Effective Date, the authority to amend, modify, or supplement the Plan Documents, other than the Plan, will be as provided in such Plan Documents.

4.2 WITHDRAWAL OF THIS PLAN

4.2.1 Right to Withdraw this Plan

This Plan may be withdrawn by the Plan Proponents, acting unanimously, prior to the Confirmation Date.



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4.2.2 Effect of Withdrawal

If this Plan is withdrawn prior to the Confirmation Date, this Plan shall be deemed null and void. In such event, nothing contained herein or in any of the Plan Documents shall be deemed to constitute a waiver or release of any claims or defenses of, or an admission or statement against interest by, any of the Plan Proponents or any other Entity or to prejudice in any manner the rights of any of the Plan Proponents or any Entity in any further proceedings involving the Debtors.

ARTICLE 5 PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS

AND ASBESTOS CLAIMS GENERALLY

5.1 OBJECTION TO PLAN CLAIMS (OTHER THAN ASBESTOS CLAIMS); PROSECUTION OF DISPUTED CLAIMS

Subject to the treatment provisions of this Plan, the Debtors or Reorganized Debtors, as applicable, may object to the allowance of any Non-Asbestos Plan Claims Filed with the Bankruptcy Court or to be otherwise resolved pursuant to any provisions of this Plan with respect to which they dispute liability, in whole or in part. Subject to the treatment provisions of this Plan, the Debtors’ pending objections to any Non-Asbestos Plan Claims shall be transferred to the Reorganized Debtors on the Effective Date for final resolution.

Not later than ten (10) days before the Effective Date, the Debtors shall File with the Bankruptcy Court an exhibit listing all Non-Asbestos Plan Claims that the Debtors have already analyzed and to which the Debtors have no objection (the “Undisputed Claims Exhibit”). Plan Claims listed on the Undisputed Claims Exhibit shall be Allowed Claims. The Debtors or the Reorganized Debtors, as applicable, may File additional Undisputed Claims Exhibits with the Court at any time after the Filing of the initial Undisputed Claims Exhibit with respect to any remaining Non-Asbestos Plan Claims if they have determined not to object to any of such Claims.

After the Effective Date, all objections that are Filed and prosecuted by the Reorganized Debtors as provided herein may be: (i) compromised and settled in accordance with the business judgment of the Reorganized Debtors without approval of the Bankruptcy Court, or (ii) litigated to Final Order by the Reorganized Debtors. Unless otherwise provided herein or ordered by the Bankruptcy Court, all objections by the Reorganized Debtors to Non-Asbestos Plan Claims shall be served and Filed no later than 180 days after the Effective Date, subject to any extensions granted pursuant to a further order of the Bankruptcy Court. Such further order may be obtained by the Reorganized Debtors upon notice to all Holders of Non-Asbestos Plan Claims that are still pending allowance and are not subject to a pending objection.

After the Confirmation Date, no Plan Claim may be Filed or amended to increase the amount or a lien or priority demanded unless otherwise provided by order of the Bankruptcy Court. Unless otherwise provided herein, any such new or amended Claim Filed after the Confirmation Date shall be disregarded and deemed Disallowed in full and expunged without



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need for objection, unless the Holder of such Claim has obtained prior Bankruptcy Court authorization for the filing.

Any order creating a Disallowed Claim that is not a Final Order as of the Effective Date solely because of an Entity’s right to move for reconsideration of such order pursuant to Section 502(j) of the Bankruptcy Code or Bankruptcy Rule 3008 shall nevertheless become and be deemed to be a Final Order on the Effective Date, without prejudice to such right to move for reconsideration.

5.2 DISTRIBUTION ON ACCOUNT OF DISPUTED CLAIMS

Notwithstanding Section 5.1 hereof, a Distribution shall be made to the Holder of a Disputed Claim only when, and to the extent that, such Disputed Claim becomes Allowed and pursuant to the appropriate provisions of this Plan covering the Class of which such Disputed Claim is a part. No Distribution shall be made with respect to all or any portion of any Disputed Claim pending the entire resolution thereof in the manner prescribed by Section 5.1 hereof.

5.3 BAR DATES FOR ADMINISTRATIVE EXPENSE CLAIMS

5.3.1 Administrative Expense Claims

All parties seeking payment of an Administrative Expense Claim that is not a Fee Claim must File with the Bankruptcy Court and serve upon the Debtors a request for payment of such Administrative Expense Claim prior to the applicable deadline set forth below; provided, however, that parties seeking payment of postpetition ordinary course trade obligations, postpetition payroll obligations incurred in the ordinary course of a Debtor’s postpetition business, and amounts arising under agreements approved by the Bankruptcy Court or the Plan need not File such a request.

All Holders of Administrative Expense Claims must File with the Bankruptcy Court and serve on the Debtors a request for payment of such Claim so as to be received on or before 4:00 p.m. (Eastern Time) on the date that is the first Business Day after the date that is thirty (30) days after the Effective Date, unless otherwise agreed to by the appropriate Debtor or Reorganized Debtor, without further approval by the Bankruptcy Court. Failure to comply with these deadlines shall forever bar the Holder of an Administrative Expense Claim from seeking payment thereof.

Any Holder of an Administrative Expense Claim that does not assert such Claim in accordance with this Section shall have its Claim deemed Disallowed under this Plan and be forever barred from asserting such Claim against any of the Debtors, their Estates or their assets. Any such Claim and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process, or act to collect, offset, recoup, or recover such Claim.

5.3.2 Fee Claims

All parties seeking allowance or payment of a Fee Claim must File with the Bankruptcy Court and serve upon the Debtors a proof or application for allowance or payment of such Fee



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Claim in accordance with the Fee Order by the date that is the first Business Day after the date that is ninety (90) days after the Effective Date; provided, however, that the Plan Proponents may extend that deadline by agreement without further order by the Bankruptcy Court. Failure to comply with the applicable deadline set forth herein shall forever bar the Holder of a Fee Claim from seeking payment thereof.

Any Holder of a Fee Claim that does not assert such Claim in accordance with the Fee Order and this Section shall have its Claim deemed Disallowed under this Plan and be forever barred from asserting such Claim against any of the Debtors, their Estates or their assets. Any such Claim and the Holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset, recoup or recover such Claim.

Any objection to a Fee Claim shall be Filed and served in accordance with a scheduling order to be entered by the Bankruptcy Court, at the request of the Plan Proponents. Each of the Plan Proponents expressly reserves the right to object to any Fee Claim prior to, on, and after the Effective Date, subject to the provisions of this Plan and the aforementioned scheduling order.

5.4 RESOLUTION OF ASBESTOS CLAIMS

Asbestos Claims shall be resolved in accordance with the Asbestos Trust Agreement and the CRP.

ARTICLE 6 ACCEPTANCE OR REJECTION OF THIS PLAN

6.1 IMPAIRED CLASSES TO VOTE

Each Holder of a Plan Claim or Equity Interest in an impaired Class is entitled to vote to accept or reject this Plan to the extent and in the manner provided herein or in the Confirmation Procedures Order.

6.2 ACCEPTANCE BY IMPAIRED CLASSES OF PLAN CLAIMS

Acceptance of this Plan by any impaired Class of Plan Claims shall be determined in accordance with the Confirmation Procedures Order and the Bankruptcy Code.

6.3 PRESUMED ACCEPTANCE OF THIS PLAN

Classes 1, 2, 3, 4, 6, 7, 8, and 10 of Plan Claims and Other Debtor Equity Interests are unimpaired. Under Section 1126(f) of the Bankruptcy Code, the Holders of Plan Claims and Equity Interests in such Classes are conclusively presumed to have voted to accept this Plan.



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6.4 ACCEPTANCE PURSUANT TO SECTION 524(g) OF THE BANKRUPTCY CODE

This Plan shall have been voted upon favorably as required by Section 524(g)(2)(B)(ii)(IV)(bb) of the Bankruptcy Code to the extent that at least 75% of those voting in Class 5 vote to accept this Plan.

6.5 NONCONSENSUAL CONFIRMATION

6.5.1 Cram Down

If any impaired Class of Plan Claims or Equity Interests, other than Class 5, fails to accept this Plan in accordance with Sections 1126 and 1129(a) of the Bankruptcy Code, the Plan Proponents will request, to the extent consistent with applicable law, that the Court confirm this Plan in accordance with Section 1129(b) of the Bankruptcy Code with respect to such non-accepting Class of Plan Claims or Equity Interests (other than Class 5), and this Plan constitutes a motion for such relief.

6.5.2 General Reservation of Rights

Should this Plan fail to be accepted by the requisite number and amount of the Holders of Plan Claims and Equity Interests required to satisfy Sections 524(g) and 1129 of the Bankruptcy Code, then, notwithstanding any other provision of this Plan to the contrary, the Plan Proponents reserve the right to amend this Plan.

ARTICLE 7 IMPLEMENTATION OF THIS PLAN

7.1 VESTING OF ASSETS OF THE DEBTORS

On the Effective Date, pursuant to Section 1141(b) of the Bankruptcy Code, except as otherwise expressly provided in this Plan, in the Plan Documents, or in the Confirmation Order, the assets and property of the Debtors shall vest or re-vest in the appropriate Reorganized Debtors for use, sale and distribution in accordance with operation of the Reorganized Debtors’ business and this Plan.

As of the Effective Date, all assets vested or re-vested, and all assets dealt with by the Plan, shall be free and clear of all Claims, Encumbrances, liens, and interests except as otherwise specifically provided in the Plan, in any of the Plan Documents, or in the Confirmation Order.

From and after the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, sell and otherwise dispose of property without supervision or approval of the Bankruptcy Court, free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the guidelines and requirements of the Bankruptcy Administrator, other than those restrictions expressly imposed by the Plan, the Plan Documents, or the Confirmation Order; provided, however, that nothing herein restricts the right of the Reorganized Debtors to seek Bankruptcy Court approval for the sale, assignment, transfer, or other disposal of certain of the Reorganized



32

Debtors’ assets after the Confirmation Date in the event that such Court approval is deemed to be necessary or appropriate.

All Retained Causes of Action are expressly preserved for the benefit of the Reorganized Debtors pursuant to Section 11.3.

7.2 CORPORATE GOVERNANCE

7.2.1 Amendment of Certificates of Incorporation of the Debtors

The Certificates of Incorporation, By-Laws, or Articles of Organization, as applicable, of each of the Debtors shall be amended as of the Effective Date as needed to effectuate the terms of the Plan and the requirements of the Bankruptcy Code. The amended Certificates of Incorporation of the Debtors that are corporations shall, among other things, prohibit the issuance of nonvoting equity securities as required by Section 1123(a)(6) of the Bankruptcy Code. The amended Certificates of Incorporation or Articles of Organization, as applicable, shall be filed with the Secretary of State or equivalent official in their respective jurisdictions of incorporation on or prior to the Effective Date and be in full force and effect without any further amendment as of the Effective Date.

7.2.2 D&O and Fiduciary Liability Tail Coverage Policies

The Reorganized Debtors, with the assistance, if necessary, of EnPro and its Affiliates, shall maintain continuous directors and officers liability insurance coverage with regard to any liabilities, losses, damages, claims, costs and expenses they or any current or former officer, manager, or director of any of the Debtors may incur, including but not limited to attorneys’ fees, arising out of or due to the actions or omissions of any of them or the consequences of such actions or omissions, including, without limitation, service as an officer, manager, or director, other than as a result of their willful misconduct or fraud. Each such policy shall cover each current and former officer, manager, or director of any of the Debtors.

Except as otherwise specifically provided herein, any obligations of the Debtors to indemnify their present and former directors, managers, officers, employees or professionals under their Certificates of Incorporation, By-Laws, employee indemnification policy, or under state law or any agreement with respect to any claim, demand, suit, cause of action, or proceeding, shall be deemed assumed by the Reorganized Debtors on the Effective Date, and shall survive and be unaffected by this Plan’s confirmation, and remain an obligation of the Reorganized Debtors, regardless of whether the right to indemnification arose before or after the Petition Date.

7.3 THE ASBESTOS TRUST

7.3.1 Creation of the Asbestos Trust

Upon the entry of the Confirmation Order, effective as of the day immediately preceding the Effective Date, the Asbestos Trust shall be created pursuant to Bankruptcy Code Section 524(g) and in accordance with the Plan Documents. The Asbestos Trust shall be a “qualified



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settlement fund” for federal income tax purposes within the meaning of the treasury regulations issued pursuant to Section 468B of the IRC.

The purpose of the Asbestos Trust shall be to, among other things: (i) assume the liabilities of the Debtors with respect to all Asbestos Claims except as provided in Sections 8.4.2 and 8.5 of this Plan (with the Reorganized Debtors and Asbestos Protected Parties having no responsibility whatsoever for such Asbestos Claims, apart from transferring the Asbestos Trust Assets to the Asbestos Trust in accordance with this Plan); (ii) process, liquidate, pay and satisfy all Asbestos Claims in accordance, as applicable, with this Plan, the Asbestos Trust Agreement and the CRP and in such a way that provides reasonable assurance that the Asbestos Trust will value, and be in a financial position to pay, present and future Asbestos Claims (including Demands that involve similar claims) in substantially the same manner and to otherwise comply with Section 524(g)(2)(B)(i) of the Bankruptcy Code; (iii) preserve, hold, manage, and maximize the assets of the Asbestos Trust for use in paying and satisfying Asbestos Claims entitled to payment; (iv) qualify at all times as a “qualified settlement fund” for federal income tax purposes within the meaning of the treasury regulations issued pursuant to Section 468B of the IRC; (v) pay Asbestos Trust Expenses from the Asbestos Trust Assets as incurred (with the Reorganized Debtors and Asbestos Protected Parties having no responsibility whatsoever for any Asbestos Trust Expenses, apart from transferring the Asbestos Trust Assets to the Asbestos Trust in accordance with this Plan), and (vi) otherwise carry out the provisions of the Asbestos Trust Agreement and any other agreements into which the Asbestos Trustee has entered or will enter in connection with this Plan.

7.3.2 Funding of the Asbestos Trust

On the day immediately preceding the Effective Date, (a) GST or Garrison shall transfer $370 million in Cash to the Asbestos Trust; (b) Coltec shall transfer $30 million in Cash to the Asbestos Trust, and (c) Coltec, EnPro, and the Asbestos Trust shall enter into the Option and Registration Rights Agreement substantially in the form attached as Exhibit H hereto (the “Option”). On or before the first anniversary of the Effective Date, Coltec shall transfer the full amount of the Deferred Contribution in Cash to the Asbestos Trust.

Effective on the Effective Date and immediately following the merger of Coltec with and into New Coltec as provided in Section 7.10 hereof, the Deferred Contribution shall be guaranteed by EnPro, pursuant to a Parent Guaranty substantially in the form attached hereto as Exhibit J (the “Guaranty”), and secured by a possessory lien on or possessory security interest in 50.1% of the GST/Garrison Equity Interests (the “Lien”), which Lien shall be granted by New Coltec (immediately after its merger with Coltec) on the Effective Date to, and held by, the Asbestos Trust pursuant to a Pledge Agreement substantially in the form attached hereto as Exhibit I (the “Pledge Agreement”). The Lien shall be first priority and perfected in a manner such that it will not be rendered subordinate to, or pari passu with, any other lien, security interest, pledge, or other Encumbrance or interest prior to the release of the Lien under the terms set forth below in this paragraph. On the Effective Date, New Coltec will deliver certificates representing 50.1% of the GST/Garrison Equity Interests, together with stock power executed in blank, to the Asbestos Trust to be held by the Asbestos Trustee in accordance with the Pledge Agreement. Coltec will be entitled to prepay all or part of the Deferred Contribution at any time without penalty. Once the Deferred Contribution has been paid in Cash and in full to the



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Asbestos Trust, or otherwise satisfied by agreement of the Reorganized Debtors and the Asbestos Trust, the Lien will be released in accordance with the terms of the Pledge Agreement and the Guaranty will be terminated in accordance with the terms of the Guaranty. The Reorganized Debtors and the Asbestos Trust shall be free to negotiate or enter into an agreement that would permit payment of the Deferred Contribution before the first anniversary of the Effective Date at an agreed discount rate.

Prior to the delivery to the Asbestos Trust of shares of EnPro common stock upon exercise of the Option, EnPro shall cause a registration statement under the Securities Act of 1933, as amended, to become effective registering the resale of such shares, and such shares shall not be subject to any lien, Encumbrance, or restriction that would prevent such stock from being sold or traded in a public securities market. No “poison pill,” shareholder or stockholder rights plan, or other anti-takeover or takeover defense plan, contract, agreement, instrument, or provision adopted or implemented by EnPro shall apply to or be triggered by the issuance of the Option or upon exercise of the Option by the Asbestos Trust.

7.3.3 Vesting of Assets in the Asbestos Trust

Upon the transfer of the Asbestos Trust Assets to the Asbestos Trust, such Asbestos Trust Assets shall be indefeasibly and irrevocably vested in the Asbestos Trust free and clear of all claims, Equity Interests, Encumbrances, and other interests of any Entity, subject to the Asbestos Channeling Injunction and other provisions of this Plan.

7.3.4 Transfer of Claims and Demands to the Asbestos Trust

On the Effective Date, without any further action of any Entity, all liabilities, obligations, and responsibilities of any Asbestos Protected Party, financial or otherwise, with respect to all Asbestos Claims shall be channeled to and assumed by the Asbestos Trust (except as provided in Sections 8.4.2 and 8.5 of this Plan), and the Reorganized Debtors and other Asbestos Protected Parties shall have no liability or responsibility, financial or otherwise, for any Asbestos Claims, other than to transfer the Asbestos Trust Assets to the Asbestos Trust in accordance with this Plan. This Section 7.3.4 is intended to further effect the Asbestos Channeling Injunction described in Section 8.2 of this Plan, and the discharge described in Section 8.1 of this Plan. This Section 7.3.4 is not intended to, and it shall not, serve as a waiver of any defense to any claim the Debtors, the Asbestos Trust, or any other Asbestos Protected Party would otherwise have.

Except as otherwise provided in the Plan, the Asbestos Trust Agreement, or the CRP, the Asbestos Trust shall have any and all of the actions, claims, rights, defenses, cross-claims, counterclaims, suits, and causes of action of the Debtors and the other Asbestos Protected Parties, whether known or unknown, at law, in equity or otherwise, arising under the laws of any jurisdiction, that are based on or attributable to (a) all defenses to any Asbestos Claims; (b) with respect to any Asbestos Claims, all rights of setoff, recoupment, contribution, reimbursement, subrogation, or indemnity (as those terms are defined by the nonbankruptcy law of any relevant jurisdiction), and any other indirect claim of any kind whatsoever and whenever arising or asserted; and (c) any other claims or rights with respect to Asbestos Claims that any of the Debtors or other Asbestos Protected Parties would have had under applicable law if the Chapter



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11 Cases had not occurred and the Holder of such Asbestos Claim had asserted it by initiating civil litigation against any such Debtor or other Asbestos Protected Party (together, the “Asbestos Trust Causes of Action”), and the Asbestos 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 Asbestos Trust Causes of Action, and the proceeds of the recoveries on any of the Asbestos Trust Causes of Action shall be deposited in and become the property of the Asbestos Trust; provided, however, that (a) the Asbestos Trust shall have no rights against the Reorganized Debtors or Asbestos Protected Parties other than the right to enforce the Plan or any of the other Plan Documents according to their respective terms, including the right to receive the Asbestos Trust Assets as provided in this Plan; (b) the Asbestos Trust Causes of Action shall not include any of the Asbestos Insurance Rights; (c) the Asbestos Trust Causes of Action shall not include any claim, cause of action, or right of the Debtors or any of them, under the laws of any jurisdiction, against any party, including the Asbestos Insurance Entities, for reimbursement, indemnity, contribution, breach of contract, or otherwise arising from or based on any payments made by the Debtors on account of asbestos claims prior to the Effective Date, (d) the Asbestos Trust Causes of Action shall not include any claims released, compromised, or settled under Section 8.4 of this Plan, and (e) for the avoidance of doubt, Asbestos Trust Causes of Action do not include any rights of the Debtors, the Reorganized Debtors, or the other Asbestos Protected Parties arising under the Asbestos Channeling Injunction or any of the other injunctions, releases, or the discharge granted under the Plan and the Confirmation Order.

7.3.5 Appointment and Termination of Asbestos Trustee

The initial Asbestos Trustee shall be Lewis R. Sifford. Any successor Asbestos Trustee shall be appointed in accordance with the terms of the Asbestos Trust Agreement. Upon termination of the Asbestos Trust, the Asbestos Trustee’s employment shall be deemed terminated and the Asbestos Trustee shall be released and discharged of and from all further authority, duties, responsibilities and obligations relating to or arising from or in connection with the Chapter 11 Cases.

7.3.6 Creation of the CAC

The CAC shall be established pursuant to the Asbestos Trust Agreement and shall have the functions, duties, and rights provided in the Asbestos Trust Agreement. The initial members of the CAC are identified on the signature page of the Asbestos Trust Agreement. Upon termination of the Asbestos Trust, the CAC shall be deemed dissolved and the CAC shall be released and discharged of and from all further authority, duties, responsibilities and obligations based on or arising from the Plan, the Plan Documents, or the Confirmation Order, and the CAC shall be deemed dissolved. All reasonable and necessary post-Effective Date fees and expenses of the CAC and its professionals shall be paid by the Asbestos Trust in accordance with the terms of the Asbestos Trust Agreement.

7.3.7 Cooperation Agreement

On the Effective Date, the Reorganized Debtors and the Asbestos Trust shall enter into a cooperation agreement (the “Cooperation Agreement”) substantially in the form included as Exhibit C in the Exhibit Book.



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7.3.8 Continuation of the FCR

The FCR shall continue to serve through the termination of the Asbestos Trust in order to perform the functions required by the Asbestos Trust Agreement. Upon termination of the Asbestos Trust, the FCR shall thereupon be released and discharged of and from all further authority, duties, responsibilities, and obligations based on or arising from the Plan, the Plan Documents, or the Confirmation Order, and the role of the FCR shall be deemed terminated. All reasonable and necessary post-Effective Date fees and expenses of the FCR and his or her professionals shall be paid by the Asbestos Trust in accordance with the terms of the Asbestos Trust Agreement.

7.3.9 Institution and Maintenance of Legal and Other Proceedings

As of the Effective Date, without any further action of the Court or any Entity, the Asbestos Trust shall be empowered to initiate, prosecute, defend, and resolve all legal actions and other proceedings related to any asset, liability, or responsibility of the Asbestos Trust.

7.3.10 Asbestos Insurance Rights and Authority of Reorganized Debtors to Extend Asbestos Channeling Injunction to Asbestos Insurance Entities and Successor Entities Prior to Confirmation Date

Under this Plan, apart from the allocation of certain insurance recoveries to the Asbestos Trust, as provided below, Debtors and Reorganized Debtors shall retain ownership of all Asbestos Insurance Rights, including their rights to seek reimbursement for their contributions to the Asbestos Trust under the Plan. Exhibit E in the Exhibit Book identifies the Asbestos Insurance Entities that are Asbestos Protected Parties. Subject to the terms set forth in this Section 7.3.10, the Debtors and Reorganized Debtors shall have the sole right to assert, and the sole discretion to compromise and settle, Asbestos Insurance Actions or any other Asbestos Insurance Rights, as well as settle with any successor Entities who may have insurance rights related to any of Coltec’s former business divisions. In connection with any such compromise or settlement with an Asbestos Insurance Entity or successor Entity before entry of the Confirmation Order, the Debtors and Reorganized Debtors will, subject to the right of the Asbestos Claimants Committee and FCR set forth below in this Section 7.3.10, add such Asbestos Insurance Entity to Exhibit E and/or successor Entity to Exhibit D and thereby designate such Asbestos Insurance Entity as an Asbestos Protected Party pursuant to Section 1.1.21(f) hereof and/or such successor Entity as an Asbestos Protected Party pursuant to Section 1.1.21(e) hereof. The Asbestos Claimants Committee and FCR shall each have the right to object to any addition of an Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D if they reasonably believe in good faith that (a) the terms of such compromise or settlement, (b) the addition of such Asbestos Insurance Entity to Exhibit E or successor Entity to Exhibit D, or (c) the extension of the Asbestos Channeling Injunction to such Asbestos Insurance Entity or successor Entity would (i) result in the channeling or transfer to, or assumption by, the Asbestos Trust of any Claims, Demands, duties, obligations, or liabilities (A) that are not Asbestos Claims or Asbestos Trust Expenses or (B) that are not otherwise contemplated to be the responsibility of the Asbestos Trust under this Plan; or (ii) result in or impose undue burden or expense on the administration of the Asbestos Trust or the Asbestos Trust Assets. Before making any such addition to Exhibit D or Exhibit E, the Debtors shall disclose to the FCR and the Asbestos



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Claimants Committee the terms of the underlying compromise or settlement and sufficient information concerning the relevant Asbestos Insurance Entity or successor Entity to enable the FCR and the Asbestos Claimants Committee to evaluate the proposed addition under the criteria specified in the preceding sentence. The Bankruptcy Court will hear and determine any such objection. Upon being added to Exhibit E or Exhibit D, any such Asbestos Insurance Entity or successor Entity will receive the benefits and protections of an Asbestos Protected Party under the Asbestos Channeling Injunction.

Any recovery by the Debtors or Reorganized Debtors of settlements or judgments related to Asbestos Insurance Policies shall be for their own account except that Coltec’s recoveries from any Additional Coltec Insurer and/or from any successor on account of the Additional Coltec Insurance shall be allocated between the Asbestos Trust and Coltec as follows: Coltec shall retain all recoveries up to the first $25 million and fifty percent (50%) of recoveries in excess of the first $25 million and shall contribute to the Asbestos Trust (or have contributed directly to the Asbestos Trust) fifty percent (50%) of recoveries in excess of the first $25 million. Upon receiving any recovery on account of the Additional Coltec Insurance, Coltec shall provide the Asbestos Trust with reasonably prompt written notice of the date, amount, and source of the recovery. Furthermore, Coltec shall provide the Asbestos Trust with a recap of any and all such recoveries at least annually, commencing on December 31 of the year in which the Effective Date occurs, for so long as Coltec’s efforts to monetize any such Additional Coltec Insurance are continuing.

As set forth in Section 12.2 of the CRP, the Asbestos Trust shall provide to Debtors or Reorganized Debtors, or any settling Asbestos Insurance Entity, certain information reasonably relating to Asbestos Claims submitted to and accepted and paid by the Asbestos Trust. Debtors, Reorganized Debtors, and their Affiliates shall not be excused from timely paying the Deferred Contribution to the Asbestos Trust because of (a) any Asbestos Insurance Entity’s refusal to indemnify, reimburse, or pay Debtors or Reorganized Debtors on account of any Claim submitted to and accepted and paid by the Asbestos Trust or (b) the Asbestos Trust’s alleged failure to produce, or provide access to, the data and other information described in this paragraph.

7.4 PAYMENTS AND DISTRIBUTIONS UNDER THIS PLAN

7.4.1 Asbestos Trust Payments and Plan Distributions

Payments to Holders of Asbestos Claims and payments of Asbestos Trust Expenses shall be made by the Asbestos Trust in accordance with the Asbestos Trust Agreement and the CRP. All other Distributions or payments required or permitted to be made under this Plan (other than to Professionals) shall be made by the Reorganized Debtors or, in their discretion, a disbursing agent employed by the Reorganized Debtors, in accordance with the treatment specified for each such Holder as specified herein (unless otherwise ordered by the Bankruptcy Court). Distributions shall be deemed actually made on the Distribution Date if made either (i) on the Distribution Date or (ii) as soon as practicable thereafter. The Debtors or Reorganized Debtors shall pay Allowed Fee Claims in accordance with Section 2.1.1(c) hereof.



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7.4.2 Timing of Plan Distributions

Whenever any Distribution to be made under this Plan shall be due on a day other than a Business Day, such Distribution shall instead be made, without the accrual of any additional interest (if interest is accruing pursuant to this Plan), on the immediately succeeding Business Day, but shall be deemed to have been made on the date due.

7.5 DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

7.5.1 Delivery by the Reorganized Debtors of Distributions in General

Payments by the Asbestos Trust to Holders of Asbestos Claims shall be made in accordance with the Asbestos Trust Agreement and the CRP. All Distributions to Holders of Allowed Claims shall be made at the address of the Holder of such Allowed Claim as set forth on the Schedules, unless superseded by a new address set forth (i) on a proof of claim Filed by a Holder of an Allowed Claim, (ii) in another writing notifying the Reorganized Debtors of a change of address prior to the date of Distribution, or (iii) in a request for payment of an Administrative Expense Claim.

7.5.2 Undeliverable Distributions by the Reorganized Debtors

Any Cash, assets, and other properties to be distributed by the Reorganized Debtors under this Plan to Holders of Non-Asbestos Plan Claims that remain unclaimed (including by an Entity’s failure to negotiate a check issued to such Entity) or otherwise not deliverable to the Entity entitled thereto one year after Distribution shall become vested in, and shall be transferred and delivered to, the Reorganized Debtors. In such event, such Entity’s Non-Asbestos Plan Claim shall no longer be deemed to be Allowed or payable by the Reorganized Debtors, and such Entity shall be deemed to have waived its rights to such payments or Distributions under this Plan pursuant to Section 1143 of the Bankruptcy Code, shall have no further Claim in respect of such Distribution, and shall not participate in any further Distributions under this Plan with respect to such Claim.

7.6 PAYMENTS UNDER THIS PLAN

7.6.1 Manner of Cash Payments under this Plan

Unless the Entity receiving a Distribution or payment agrees otherwise, any such Distribution or payment to be made by the Reorganized Debtors or the Asbestos Trust in Cash shall be made, at the election of the Reorganized Debtors or the Asbestos Trust, as applicable, by check drawn on a domestic bank or by wire transfer from a domestic bank; provided, however, that Distributions of Cash to the Asbestos Trust shall be by wire transfer.

7.6.2 Fractional Payments under this Plan

Notwithstanding any other provision of this Plan, payments of fractions of dollars or of fractional shares shall not be made. Except as provided in the Option and Registration Rights Agreement, whenever under this Plan any payment of a fraction of a dollar or a fractional share



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of stock would otherwise be called for, the actual payment made shall reflect a rounding of such fraction to the nearest whole dollar or nearest whole share of stock, as applicable (up or down), with half dollars or half shares being rounded up.

7.7 DISSOLUTION OF ANCHOR

As of the Effective Date, Anchor shall be dissolved under North Carolina General Statutes §§ 55-14-01 et seq. Such dissolution shall occur as soon as reasonably practicable following the Effective Date. Anchor, through its directors and officers, shall commence liquidating and winding down its businesses and affairs, including, without limitation, marshaling its assets for the benefit of all constituencies. All Holders of Class 8 Anchor Claims shall be permitted, after the Effective Date, to assert and pursue Claims against Anchor, and such Claims shall be fully reinstated to the status quo ante as of the Petition Date. 7.8 CONDITIONS TO OCCURRENCE OF THE CONFIRMATION DATE

The Court shall have made the following findings of fact, conclusions of law, orders, and/or decrees among others, substantially to the effect as follows, in connection with the confirmation of this Plan, each of which shall be expressly set forth in the Confirmation Order:

(a) The Coltec Restructuring has been consummated and OldCo, LLC has commenced its Chapter 11 Case;

(b) The Ad Hoc Coltec Future Asbestos Claimants’ Representative has been appointed by the Bankruptcy Court as the legal representative to represent the interests of, appear on behalf of, and be a fiduciary to the Holders of future Coltec Asbestos Claims;

(c) One or more Coltec Asbestos Claimants from among the clients of the plaintiff law firms comprising the Ad Hoc Coltec Asbestos Claimants Committee have been appointed to the Official Committee of Asbestos Personal Injury Claimants;

(d) The Plan satisfies all applicable sections of the Bankruptcy Code, including Section 524(g) of the Bankruptcy Code;

(e) The program for providing notice of the Plan, Confirmation Hearing, and appointment of the FCR as legal representative for future Asbestos Claimants is reasonably calculated under the circumstances to apprise Asbestos Claimants of the Plan, Confirmation Hearing, and the appointment of the FCR as the legal representative for future Asbestos Claimants, and to afford Asbestos Claimants an opportunity to present their objections, and such program therefore provides constitutionally effective notice to the fullest extent achievable by law;

(f) The program for providing notice of the Plan, Confirmation Hearing, and appointment of the FCR as the legal representative for future Asbestos Claimants was in fact implemented, and was reasonably calculated under the circumstances to apprise Asbestos Claimants of the Plan, Confirmation Hearing, and the appointment of the FCR as the legal representative for future Asbestos Claimants, and to afford Asbestos Claimants an opportunity to



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present their objections, and such program therefore provided constitutionally effective notice to the fullest extent achievable by law;

(g) Claimants in Class 5 have voted to accept the Plan in the requisite numbers and amounts required by Sections 524(g), 1126, and 1129 of the Bankruptcy Code;

(h) As of the Petition Date, each of GST, Garrison, and Coltec have been named as defendants in personal injury and wrongful death actions seeking recovery for damages allegedly caused by the presence of, or exposure to, asbestos or asbestos-containing products;

(i) Effective as of the day immediately preceding the Effective Date, the Asbestos Trust shall be created pursuant to Section 524(g) of the Bankruptcy Code and in accordance with the Plan Documents;

(j) The Asbestos Trust shall be a “qualified settlement fund” for federal income tax purposes within the meaning of the treasury regulations issued pursuant to Section 468B of the IRC and shall be subject to the continuing jurisdiction of the Bankruptcy Court;

(k) On the Effective Date, the Asbestos Trust shall assume responsibility for all Asbestos Claims, except Foreign Asbestos Claims that are not filed, asserted, or sought to be enforced in or before any court or tribunal within the judicial system of the United States; and upon such assumption, no Asbestos Protected Party shall have any liability or responsibility, financial or otherwise, for such Asbestos Claims, except for the obligations to timely transfer or deliver the Asbestos Trust Assets to the Asbestos Trust as provided in the Plan;

(l) The Asbestos Trust is to be funded in part by securities of one or more Reorganized Debtors and by the obligations of the Reorganized Debtors to make future payments;

(m) The Asbestos Trust is to own, or by the exercise of rights granted under the Plan will be entitled to own if specified contingencies occur, a majority of the voting shares of each Reorganized Debtor or a subsidiary of each Reorganized Debtor that is also a Debtor;

(n) The Asbestos Trust is to use the Asbestos Trust Assets to pay Asbestos Claims (including Demands) and Asbestos Trust Expenses;

(o) GST, Garrison, and Coltec are likely to be subject to substantial future Demands for payment arising out of the same or similar conduct or events that gave rise to the Asbestos Claims, which Demands are addressed by the Asbestos Channeling Injunction;

(p) The actual amounts, numbers, and timing of such future Demands cannot be determined;

(q) Pursuit of such Demands outside the procedures prescribed by the Plan is likely to threaten the Plan’s purpose to deal equitably with Asbestos Claims;

(r) The terms of the Asbestos Channeling Injunction, and any provisions barring actions against third parties, are set out in the Plan and the Disclosure Statement, and each of the



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Plan and the Disclosure Statement adequately describes such injunctions and provisions (and the acts and entities to which they apply) in specific and conspicuous language in accordance with the requirements of Bankruptcy Rule 3016(c);

(s) The Plan establishes, in Class 5, a separate class of the Claimants whose Claims are to be addressed by the Asbestos Trust;

(t) Class 5 has voted, by at least 75% of those voting, in favor of the Plan;

(u) Pursuant to Court orders or otherwise, the Asbestos 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 Asbestos Claims (including Demands), or other comparable mechanisms that provide reasonable assurance that the Asbestos Trust shall value, and be in a financial position to pay, Asbestos Claims (including Demands that involve similar claims) in substantially the same manner;

(v) Each Asbestos Protected Party is identifiable from the terms of the Asbestos Channeling Injunction by name or as part of an identifiable group, and each Asbestos Protected Party falls within the categories of non-debtors protectable under Section 524(g) of the Bankruptcy Code;

(w) The FCR has been appointed by the Bankruptcy Court as part of the proceedings leading to the issuance of the Asbestos Channeling Injunction for the purpose of, among other things, protecting the rights of Entities that might subsequently assert future Claims and Demands of the kind that are addressed in the Asbestos Channeling Injunction and transferred to the Asbestos Trust;

(x) The Court has jurisdiction over each of the Claims and Demands that is subject to the Asbestos Channeling Injunction described in Section 8.2 of the Plan and the releases described in the Plan;

(y) In light of the benefits provided, or to be provided, to the Asbestos Trust by, or on behalf of, each Asbestos Protected Party, (i) the Asbestos Channeling Injunction is fair and equitable (including with respect to the Entities that might subsequently assert Demands against any Asbestos Protected Party) and is supported by reasonable consideration, and (ii) the releases in favor of the Asbestos Protected Parties described in the Plan are fair and equitable and are supported by reasonable consideration;

(z) The Asbestos Channeling Injunction and the releases in favor of the Asbestos Protected Parties described in the Plan are to be implemented and granted in connection with the Plan and the Plan Documents and the Asbestos Trust;

(aa) The Asbestos Channeling Injunction and the releases in favor of the Asbestos Protected Parties described in the Plan (i) are essential to the Debtors’ reorganization efforts and the feasibility of the Plan, (ii) enable necessary funding to the Plan that otherwise would be unavailable absent the injunctions and releases, (iii) are necessary to induce the Asbestos Protected Parties to enter into the settlements and agreements described in the Plan and to otherwise settle their disputes, (iv) are necessary to resolve finally all claims of the Debtors, the



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Non-Debtor Affiliates, and the Debtors’ creditors against the other Asbestos Protected Parties; and (v) have been overwhelmingly approved by Holders of Asbestos Claims;

(bb) An identity of interests exists among the Debtors and the Asbestos Protected Parties such that an Asbestos Claim asserted against any of the Asbestos Protected Parties gives rise to a Claim against the Debtors, including by the operation of the law of indemnity (contractual or otherwise) and/or contribution;

(cc) The settlements, compromises, releases, and injunctions in favor of the Asbestos Protected Parties described in the Plan are approved in all respects;

(dd) In approving the settlements, compromises, releases, and injunctions with respect to the Asbestos Protected Parties, the Court has considered, among other things: (i) the nature of the claims asserted or potentially asserted by the Debtors, the Non-Debtor Affiliates, and/or the Debtors’ creditors against the Asbestos Protected Parties, and the claims asserted or potentially assertable by the Asbestos Protected Parties against the Debtors and the Non-Debtor Affiliates, (ii) the balance of the likelihood of success of claims which might be asserted by the Debtors or other claimants against the Asbestos Protected Parties against the likelihood of success of the defenses or counterclaims possessed by the Asbestos Protected Parties, (iii) the complexity, cost, and delay of litigation that would result in the absence of these settlements, compromises, releases, and injunctions, (iv) the lack of objections by, or the overruling of objections of any creditor or party-in-interest to the settlements, compromises, releases and injunctions, (v) that the Asbestos Claims will be channeled to the Asbestos Trust rather than extinguished, (vi) that the Estate Parties and the Asbestos Trust will receive substantial consideration from the Asbestos Protected Parties described in the Plan, (vii) that the Asbestos Protected Parties that will benefit from the releases and injunctions share an identity of interest with the Debtors, (viii) that the enjoined claims against the Asbestos Protected Parties would otherwise indirectly impact the Debtors’ reorganization by way of indemnity or contribution, and (ix) the Plan and the settlements, compromises, releases, and injunctions described in the Plan are the product of extensive arms’ length negotiations among the Debtors, the Asbestos Claimants Committee, the FCR, and the Asbestos Protected Parties, among others;

(ee) As of the Effective Date, the Reorganized Debtors will have the ability to pay and satisfy in the ordinary course of business their respective obligations and liabilities;

(ff) All Asbestos Claims (except Foreign Asbestos Claims that are not filed, asserted, or sought to be enforced in or before any court or tribunal within the judicial system of the United States) shall be channeled to and resolved by the Asbestos Trust in accordance with the terms set forth in the Plan, the Asbestos Trust Agreement, and the CRP;

(gg) The FCR and Ad Hoc Coltec Future Asbestos Claimants’ Representative have adequately protected the rights of Holders of future GST Asbestos Claims and future Coltec Asbestos Claims;

(hh) The FCR, the Ad Hoc Coltec Future Asbestos Claimants’ Representative, the Asbestos Claimants Committee and its members, and the Ad Hoc Coltec Asbestos Claimants Committee and its members (before and after merger with the Asbestos Claimants Committee)



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have each fulfilled their responsibilities and fiduciary duties to their respective constituencies pursuant to the applicable appointment orders;

(ii) EnPro and Debtors have obtained such amendments, consents and waivers as may be necessary under any agreements binding on them or any subsidiary to permit the transactions and actions contemplated by the March 17, 2016 Term Sheet for Permanent Resolution of All Present and Future GST Asbestos Claims and Coltec Asbestos Claims, and its attachments;

(jj) The Canadian Settlement has been agreed to; Debtors have moved for entry of an order that approves such agreement and have given parties in interest, including the FCR, notice and an opportunity to object to such motion, and notwithstanding anything to the contrary in the Plan and the Plan Documents, all rights of all persons with respect to such motion are preserved; and the Bankruptcy Court has entered an order either approving the Canadian Settlement or concluding that the Bankruptcy Court’s approval is not necessary and such order has become a Final Order;

(kk) EnPro has obtained a private letter ruling from the IRS recognizing the Asbestos Trust as a “designated settlement fund” or “qualified settlement fund” under Section 468B of the Internal Revenue Code, and any related regulations (or, if such a ruling is not available, a legal opinion satisfactory in form and substance to EnPro that the IRS will so recognize the Asbestos Trust);

(ll) All Asbestos Claimants have been afforded due process based on the notice program described above, the appointment of the FCR as the legal representative for future Asbestos Claimants, and the Plan’s compliance with Section 524(g) of the Bankruptcy Code;

(mm) The Coltec Restructuring was an appropriate and necessary step to facilitate the formulation, confirmation, and implementation of this Plan and the payment of Coltec Asbestos Claims and was not undertaken in order to hinder, delay, or defeat any of Debtors’ creditors or the resolution of any Claims against the Debtors; and

(nn) On and after the Effective Date, each Reorganized Debtor may operate its business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court and, except as otherwise expressly provided in this Plan, will be vested with all of the assets and property of its respective Estate, free and clear of all claims, liens, encumbrances, charges, and other interests of Holders of Claims or Interests.

The Confirmation Order, and Findings of Fact and Conclusions of Law in support thereof, shall be in form and substance acceptable to each of the Plan Proponents. This Plan shall not be confirmed and the Confirmation Order shall not be entered until and unless each of the foregoing conditions to confirmation is either satisfied or waived by each of the Plan Proponents, with the exception of the following, which may be waived by Debtors and EnPro alone: 7.8(j), 7.8(ii), 7.8(jj), 7.8(kk).

7.9 CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE

The “effective date of the plan,” as used in Section 1129 of the Bankruptcy Code, shall occur, and this Plan shall be in full force and effect, at 12:01 a.m. Charlotte, North Carolina time



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on the Effective Date. The occurrence of the Effective Date is subject to satisfaction of the following conditions precedent:

(a) The Court shall have entered the Confirmation Order granting the Asbestos Channeling Injunction, to take effect as of the Effective Date, and the Confirmation Order shall have become a Final Order and shall have been a Final Order for a minimum of ten Business Days;

(b) The District Court shall have entered, issued, or affirmed an order(s) granting the Asbestos Channeling Injunction and all releases in favor of the Asbestos Protected Parties, in their entirety, and such order(s) shall have become Final Orders;

(c) The District Court shall have entered, issued, or affirmed the Confirmation Order, and such order shall have become a Final Order;

(d) The Asbestos Channeling Injunction and all releases in favor of the Asbestos Protected Parties shall be in full force and effect;

(e) Each of the Plan Documents shall have been executed or otherwise finalized, as the case may be, in a form acceptable to each of the Plan Proponents and, where applicable, filed with the appropriate governmental or supervisory authorities;

(f) The Certificate of Incorporation and Articles of Organization, as applicable, of each of the Debtors, as amended in accordance with this Plan, shall have been filed with the secretary of state or equivalent agency of its jurisdiction of incorporation;

(g) The Debtors shall have obtained either (i) private letter rulings establishing that the Asbestos Trust is a “qualified settlement fund” pursuant to Section 468B of the IRC, or (ii) an opinion of counsel regarding the tax classification of the Asbestos Trust satisfactory to the Debtors;

(h) The Initial Asbestos Trust Assets shall have been transferred to the Asbestos Trust;

(i) The GST Recovery Action Settlement Packages shall have been delivered;

(j) The pending GST Recovery Actions shall have been dismissed with prejudice; and

(k) The Articles of Merger (as defined in Section 7.10 hereof) shall have been executed and delivered by and between Coltec and New Coltec, and shall have been filed with the North Carolina Secretary of State or equivalent agency of their jurisdiction of incorporation or organization.

The Effective Date shall not occur unless and until each of the foregoing conditions is either satisfied or waived by each of the Plan Proponents, except Debtors and EnPro acting alone may waive condition 7.9(g). Notice of the occurrence of the Effective Date reflecting that the foregoing conditions have been satisfied or waived shall: (i) be signed by each of the Plan



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Proponents, (ii) state the date of the Effective Date, and (iii) be Filed with the Bankruptcy Court by counsel to the Debtors. No waiver shall be effective unless it complies with the requirements of this provision.

7.10 MERGER OF COLTEC WITH NEW COLTEC

Immediately upon the effectiveness of the Asbestos Channeling Injunction on the Effective Date, Coltec shall merge with and into New Coltec, with New Coltec as the survivor of such merger, pursuant to articles of merger that are substantially in the form attached hereto as Exhibit K (“Articles of Merger”). In such merger, the outstanding Capital Stock of Coltec shall be cancelled and each outstanding share of Capital Stock of New Coltec shall be converted into a share of common stock of the survivor. New Coltec shall succeed to Coltec’s obligations under this Plan. The Articles of Merger shall provide that such merger shall become effective at 12:02 a.m. Charlotte, North Carolina time on the Effective Date. On and after the Effective Date, New Coltec will be free to operate its business and use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or Bankruptcy Rules in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except for obligations under this Plan, the Plan Documents, and the Confirmation Order.

7.11 MANAGEMENT OF THE REORGANIZED DEBTORS

On and after the Effective Date, the business and affairs of the Reorganized Debtors will be managed by their respective Boards of Directors or equivalent thereof. Upon the Effective Date, the Board of Directors of each of the Reorganized Debtors shall be composed of at least one (1) director or manager, as applicable. Each Debtor shall specify the director(s) or manager(s) of such Reorganized Debtor upon the Effective Date in the Plan Supplement. The director(s) or manager(s) may be replaced by action of the shareholder or member, as applicable. In addition, as will be specified in the Plan Supplement, certain key members of current management are expected to continue to be employed by the Reorganized Debtors.

7.12 CORPORATE ACTION

On the Effective Date, the approval and effectiveness of matters provided under this Plan involving the corporate structure of the Reorganized Debtors or corporate action by the Reorganized Debtors shall be deemed to have occurred and to have been authorized, and shall be in effect from and after the Effective Date without requiring further action under applicable law, regulation, order, or rule, including any action by the stockholders, directors, managers, or members (as applicable) of the Debtors, the Debtors in Possession, or the Reorganized Debtors.

7.13 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS

Each of the officers of the Debtors and the Reorganized Debtors is authorized and directed to execute, deliver, file, or record such contracts, instruments, releases, indentures, and other agreements or documents and to take such actions as may be necessary or appropriate, for and on behalf of the Debtors and the Reorganized Debtors, to effectuate and further evidence the terms and conditions of this Plan, the transactions contemplated by this Plan, and any securities issued pursuant to this Plan.



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7.14 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST

To the extent that any Allowed Plan Claim entitled to a Distribution under this Plan consists of indebtedness and accrued but unpaid interest thereon, such Distribution shall, for federal income tax purposes, be allocated first to the principal amount of the Plan Claim and then, to the extent the Distribution exceeds the principal amount of the Plan Claim, to the accrued but unpaid interest.

7.15 NO SUCCESSOR LIABILITY

Except for liabilities and obligations expressly assumed under the terms of this Plan, the Confirmation Order, or any of the Plan Documents, neither the Asbestos Protected Parties, the Reorganized Debtors, nor the Asbestos Trust is, or shall be, a successor in liability to any of the Debtors by reason of any theory of law or equity, and they shall have no successor or transferee liability of any kind or character for liabilities or obligations of any of the Debtors; provided, however, that, for the avoidance of doubt, as provided in Section 7.10 hereof, New Coltec, as a successor by merger to Coltec, shall succeed to Coltec’s obligations under this Plan.

7.16 INSURANCE NEUTRALITY

(a) Nothing in this Plan, any of the Plan Documents, or the Confirmation Order (including any other provision that purports to be preemptory or supervening), shall in any way operate to impair, or have the effect of impairing, the legal, equitable or contractual rights, if any, of any Asbestos Insurance Entity or any policyholder, including the Debtors or their Affiliates, under any Asbestos Insurance Policy or Asbestos Insurance Agreement. The rights of any Asbestos Insurance Company or any such policyholder shall be determined under the applicable Asbestos Insurance Policy or Asbestos Insurance Agreement.

(b) Nothing in this Plan, any of the Plan Documents, or the Confirmation Order shall preclude any Entity from asserting in any proceeding any and all claims, defenses, rights or causes of action that it has or may have under or in connection with any Asbestos Insurance Policy or Asbestos Insurance Agreement, and no Entity shall be deemed to waive any claims, defenses, rights or causes of action that it has or may have under the provisions, terms, conditions, defenses or exclusions contained in an Asbestos Insurance Policy or Asbestos Insurance Agreement, including any and all such claims, defenses, rights or causes of action that are based upon or arise out of Asbestos Claims that are liquidated, resolved, discharged, channeled, or paid in connection with the Plan.

Notwithstanding the foregoing, any Claim of an Asbestos Insurance Entity that constitutes an Asbestos Claim shall be treated as an Asbestos Claim, classified in Class 5, and treated like any other Asbestos Claim and shall be subject to the Asbestos Channeling Injunction and any other provision applicable to Asbestos Claims. Furthermore, nothing in the foregoing shall limit in any way the protection from Asbestos Claims accorded by the Asbestos Channeling Injunction to Asbestos Insurance Entities that are Asbestos Protected Parties (either originally or upon being added to Exhibit E pursuant to Section 7.3.11 hereof), including protection against any Asbestos Claims brought directly by Asbestos Claimants.



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ARTICLE 8

DISCHARGE, INJUNCTIONS & RELEASES

8.1 DISCHARGE

8.1.1 Discharge of GST, Garrison, and Coltec and Related Discharge Injunction

Except as otherwise provided herein, on the Effective Date, all Claims (including Plan Claims, Asbestos Claims, and Disallowed Claims) against GST, Garrison, and Coltec, the Reorganized Debtors, or their Estates, assets, properties, or interests in property (the “Discharged Debtors”) shall be discharged to the fullest extent permitted by law, regardless whether any such Claim is reduced to judgment or not, liquidated or unliquidated, contingent or non-contingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose from any agreement of the Discharged Debtor entered into or obligation of the Discharged Debtor incurred before the Confirmation Date, or from any conduct of the Discharged Debtor prior to the Effective Date, or that otherwise arose before the Effective Date, whether or not (i) a proof of claim was filed with respect to such Claim, (ii) such Claim is allowed under Section 502 of the Bankruptcy Code, or (iii) the Holder of such Claim has accepted the Plan, and including, without limitation, all interest, if any, on any such Claims, whether such interest accrued before or after the Petition Date.

The Reorganized Debtors shall not be responsible for any obligations of the Debtors or the Debtors in Possession except those expressly assumed by the Reorganized Debtors pursuant to this Plan. All Entities shall be precluded and forever barred from asserting against the Discharged Debtors or their assets, properties, or interests in property any other or further Claims or Plan Claims based upon any act or omission, transaction, or other activity, event, or occurrence of any kind or nature that occurred prior to the Effective Date, whether or not the facts of or legal bases therefor were known or existed prior to the Effective Date, except as expressly provided in this Plan.

With respect to any debts and liabilities discharged by operation of law under Sections 524(a) and 1141(d) of the Bankruptcy Code, the discharge of the Discharged Debtors operates as an injunction against the commencement or continuation of an action, the employment of process, or an act, to collect, recover, or offset any such debt as a personal liability of the Discharged Debtors, whether or not the discharge of such debt is waived; provided, however, that the obligations and duties of the Reorganized Debtors under this Plan or any Plan Document are not so discharged.

8.1.2 Non-Dischargeable ERISA Liability

Nothing contained in this Plan, the 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 discharge, release or relieve the Debtors, or any other party, in any capacity, from any liability or responsibility to the Pension Benefit Guaranty Corporation (“PBGC”) with respect to any pension plans under any law, governmental policy, or regulatory provision. The



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PBGC shall not be enjoined or precluded from enforcing such liability or responsibility, as a result of any of the provisions of this 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 the foregoing, neither the PBGC nor any other Entity shall assert any liability or responsibility with respect to any pension plans under any law, governmental policy or regulatory provisions against, and such liability or responsibility shall not attach to, the Asbestos Trust or any of the Asbestos Trust Assets.

8.2 THE ASBESTOS CHANNELING INJUNCTION

In order to supplement, where necessary, the injunctive effect of the discharge provided by Sections 1141(d), 524(a), and 105(a) of the Bankruptcy Code and as described in Section 8.1 hereof, and pursuant to the exercise of the equitable jurisdiction and power of the Court under Section 524(g) of the Bankruptcy Code, as supplemented by Section 105(a) of the Bankruptcy Code, the Confirmation Order shall provide for issuance of the Asbestos Channeling Injunction to take effect on the Effective Date.

8.2.1 Asbestos Channeling Injunction

On and after the Effective Date, the sole recourse of the Holder of an Asbestos Claim shall be to the Asbestos Trust pursuant to the provisions of the Asbestos Channeling Injunction and the CRP, and such Holder shall have no right whatsoever at any time to assert its Asbestos Claim against the Debtors, Reorganized Debtors, any other Asbestos Protected Party, or any property or interest (including any distributions made pursuant to the Plan) in property of the Debtors, the Reorganized Debtors, or any other Asbestos Protected Party. Without limiting the foregoing and except as provided in Section 8.5 hereof, from and after the Effective Date, the Asbestos Channeling Injunction shall apply to all present and future Holders of Asbestos Claims, and all such Holders shall be permanently and forever stayed, restrained, and enjoined from taking any and all legal or other actions or making any Claim or Demand against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party (including distributions made pursuant to the Plan), for the purpose of, directly or indirectly, claiming, collecting, recovering, or receiving any payment, recovery, satisfaction, or any other relief whatsoever on, of, or with respect to any Asbestos Claim, other than from the Asbestos Trust in accordance with the Asbestos Channeling Injunction and pursuant to the CRP, including:

a) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including a judicial, arbitration, administrative, or other proceeding) in any forum against or affecting any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;

b) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering by any means or in any manner, whether directly or indirectly, any judgment, award, decree, or other order against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;



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c) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any Encumbrance against any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim;

d) setting off, seeking reimbursement of, indemnification or contribution from, or subrogation against, or otherwise recouping in any manner, directly or indirectly, any amount against any liability owed to any Asbestos Protected Party, or any property or interest in property of any Asbestos Protected Party, on account of any Asbestos Claim; and

e) proceeding in any other manner with regard to any matter that is subject to resolution by the Asbestos Trust in accordance with the Plan and related documents, except in conformity and compliance with the CRP.

8.2.2 Reservations from Asbestos Channeling Injunction

Notwithstanding anything to the contrary in Section 8.2.1 above, the Asbestos Channeling Injunction issued pursuant to Section 8.2.1 shall not bar, enjoin, or extinguish:

(a) the rights of Entities to the treatment accorded them under this Plan, including the rights of Entities holding Asbestos Claims to assert such Asbestos Claims against the Asbestos Trust in accordance with the CRP;

(b) the rights of the Debtors or Reorganized Debtors to assert or prosecute against any Entity, including any Asbestos Insurance Entity, any cause of action, Claim, Demand, debt, obligation, or liability for payment based on or arising from the Asbestos Insurance Rights; and

(c) the rights of the Debtors or Reorganized Debtors to receive any settlement, award, payment of cash or other property of any kind whatsoever from any Entity including any Asbestos Insurance Entity in satisfaction of any Asbestos Insurance Rights.

8.3 TERM OF CERTAIN INJUNCTIONS AND AUTOMATIC STAY

8.3.1 Injunctions and/or Automatic Stays in Existence Immediately prior to Confirmation

All of the injunctions and/or automatic stays provided for in or in connection with the Chapter 11 Cases and in existence immediately prior to the Confirmation Date, whether pursuant to Sections 105 and 362 of the Bankruptcy Code, or any other provision under applicable law, shall remain in full force and effect until the injunctions set forth in this Plan become effective, and thereafter if so provided by this Plan, the Confirmation Order, or by their own terms. In addition, on and after the Confirmation Date, the Plan Proponents, acting unanimously, may seek such further orders as they may deem necessary or appropriate to preserve the status quo during the time between the Confirmation Date and the Effective Date.



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8.3.2 Injunctions Provided for in this Plan

Each of the injunctions provided for in this Plan shall become effective on the Effective Date and shall continue in effect at all times thereafter.

8.4 RELEASES AND INDEMNIFICATION

8.4.1 Settlement and Release by Debtors and Reorganized Debtors of Avoidance Actions and Other Estate Claims

Effective on the occurrence of the Effective Date, the Debtors and the Reorganized Debtors settle and fully, finally, and forever release, relinquish and discharge (a) each and every Avoidance Action against an Asbestos Protected Party or its Representatives, (b) each and every Avoidance Action against any Holder of an Asbestos Claim (resolved or pending) or such Holder’s Representatives; (c) any and all claims against any Asbestos Protected Party, Holder of an Asbestos Claim (resolved or pending), or any Representative of such Holder that are or would have been property of any Debtor’s Estate or which any Debtor is or would have been entitled to prosecute as a Debtor in Possession arising under non-bankruptcy law based on or attributable to any allegedly preferential or fraudulent transfers or based on or attributable to any allegedly unlawful payments or transfers or distributions of property made by or on behalf of any Debtor; (d) any and all claims that are or would have been property of any Debtor’s Estate or which any Debtor is or would have been entitled to prosecute as a Debtor in Possession, regardless of the legal theory upon which such claims may be predicated, for which any Asbestos Protected Party is asserted to be or to have been derivatively liable for any Asbestos Claim, including, without limitation, any claims based upon a legal or equitable theory of liability in the nature of veil piercing, alter ego, successor liability, vicarious liability, fraudulent transfer, malpractice, breach of fiduciary duty, waste, fraud, or conspiracy; and (e) any and all claims in (a)-(d) above where, in the absence of the Debtors’ Chapter 11 Cases, such claims might, under substantive law of any jurisdiction, have been treated as claims maintainable not only by the Debtors or the Debtors’ Estates themselves, but by creditors of or Claimants against the Debtors. Such released claims shall in no event be asserted against or paid by the Asbestos Trust. This Plan constitutes a motion to approve the settlement of the foregoing claims and actions pursuant to Bankruptcy Rule 9019(a).

8.4.2 Specific Release of Intercompany Asbestos Claims

Effective on the occurrence of the Effective Date, each Debtor, Reorganized Debtor, and Non-Debtor Affiliate shall be deemed to have unconditionally waived, released, and extinguished any and all Asbestos Claims against each other Debtor, Reorganized Debtor, or Non-Debtor Affiliate, including all Asbestos Claims set forth in any and all proofs of claim filed by or on behalf of Coltec in the Chapter 11 Cases, and this Plan constitutes a motion to approve the resolution and release of the foregoing claims pursuant to Bankruptcy Rule 9019(a); provided, however, that this release shall not be construed to release, impair, or affect the rights of indemnification contained in Section 8.4.7 of this Plan. Notwithstanding anything in the Plan, the Plan Documents, the Confirmation Order, or the Asbestos Channeling Injunction, the Asbestos Trust shall have no obligation, responsibility, or liability for any of the Asbestos Claims waived, released, and extinguished in accordance with this Section 8.4.2.



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8.4.3 Settlement and Release by Debtors and Estate Parties

Effective on the occurrence of the Effective Date, for good and valuable consideration, to the fullest extent permissible under applicable law, each Debtor, in its individual capacity and as a Debtor in Possession for and on behalf of its Estate and its Affiliates, and each Reorganized Debtor on its own behalf and on behalf of its Estate and its Affiliates, and the respective successors and assigns of each such Debtor, Debtor in Possession, Estate, and Affiliate, is hereby deemed to settle and release, absolutely, unconditionally, irrevocably, and forever each and all of the Debtors’ Representatives, their Non-Debtor Affiliates’ Representatives, and their respective properties (“Released Parties”), from any and all claims, obligations, rights, suits, damages, remedies, liabilities, or causes of action in any manner arising from, based on, or relating to, in whole or in part, the Debtors, the Debtors’ property, 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 this Plan, the restructuring of Claims and Equity Interests prior to or in the Chapter 11 Cases, and the negotiation, formulation, or preparation of the Plan and the Disclosure Statement, or related agreements, instruments, or other documents, involving any act, omission, transaction, agreement, occurrence, or event taking place on or before the Effective Date, other than any act or omission of a Released Party that constitutes willful misconduct or lack of good faith (and this Plan constitutes a motion to approve the settlement of the foregoing claims pursuant to Bankruptcy Rule 9019(a)); provided, however, that the obligations and duties of any Released Party under this Plan or any Plan Document are not so settled and released. Any act or omission taken with the approval of the Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lack of good faith.

8.4.4 Settlement and Release of Certain Claims

On the Effective Date, the Debtors, Reorganized Debtors, their Affiliates, predecessors, successors, and assigns shall be deemed to release, waive, and permanently extinguish their rights to file or assert in the future any GST Recovery Action.

With respect to the pending GST Recovery Actions, this Plan constitutes a motion to approve the settlement of such actions pursuant to Bankruptcy Rule 9019(a), and such actions and any claims, counterclaims, or countersuits the respective parties asserted or could have asserted therein shall be dismissed with prejudice in exchange for mutual general releases and mutual waivers of costs and attorneys’ fees. This settlement is contingent upon a Final Order confirming the Plan and will be effective upon delivery of GST Recovery Action Settlement Packages by plaintiffs GST and Garrison and by the respective defendants in the pending GST Recovery Actions.

8.4.5 No Actions on Account of Released Claims

Effective on the occurrence of the Effective Date, all Entities that have held, currently hold or may hold any claims, commitments, obligations, suits, judgments, damages, demands, debts, causes of action or liabilities that are released pursuant to the Plan (collectively, “Released Claims”) shall be permanently enjoined from taking any of the following actions against any



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Entity released pursuant to the Plan, or any of its property, on account of any Released Claims: (a) commencing or continuing in any manner any action or other proceeding; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order; (c) creating, perfecting, or enforcing any Encumbrance; (d) asserting a setoff, right of subrogation, or recoupment of any kind against any debt, liability, or obligation due to any released Entity; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that nothing in this Section 8.4.5 shall bar, enjoin, or extinguish the rights of Entities to the treatment accorded them under this Plan, including the rights of Entities holding Asbestos Claims to assert such Asbestos Claims against the Asbestos Trust in accordance with the CRP.

8.4.6 Indemnification of Representatives of the Debtors and Non-Debtor Affiliates

The Reorganized Debtors shall protect, defend, indemnify, and hold harmless to the fullest extent permitted by applicable law, all Representatives of the Debtors, and all Representatives of the Non-Debtor Affiliates, on and after the Effective Date for all claims, obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever that are purported to be released pursuant to Section 8.4.3 herein, other than as provided in this Section 8.4.6. Nothing herein is intended to, nor shall, alter in any way the rights of the present and/or former officers and/or directors of the Debtors and the Non-Debtor Affiliates, under the Debtors’ By-Laws and/or Certificate of Incorporation, and the Non-Debtor Affiliates’ applicable bylaws and/or certificates of incorporation, whatever those rights may be.

8.4.7 Indemnification of Debtors and Other Asbestos Protected Parties by the Asbestos Trust

From and after the Effective Date, the Asbestos Trust shall protect, defend, indemnify and hold harmless, to the fullest extent permitted by applicable law each of the Debtors, Reorganized Debtors, and other Asbestos Protected Parties from and against any and all losses (including, without limitation, attorney’s fees and expenses) that occur after the Effective Date and are based on, arise from, or are attributable to any Asbestos Claim; provided, however, that the Asbestos Trust will have no duty to defend, indemnify, and hold harmless Debtors, Reorganized Debtors, and other Asbestos Protected Parties from any such losses that are based on, arise from, or are attributable to any Foreign Asbestos Claim, unless the Foreign Asbestos Claim is filed, asserted, or sought to be enforced in or before any court or tribunal within the judicial system of the United States.

In addition, on the Effective Date, the Asbestos Trust shall assume the Debtors’ indemnification obligations to the “Indemnified Parties” identified in paragraph 5 of the Bankruptcy Court’s Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III as Future Asbestos Claimants’ Representative (Docket No. 512), entered September 16, 2010, and upon such assumption the Debtors will be released from such obligations.

If there shall be pending any claim against the Asbestos Trust for indemnification under this Section 8.4.7, the Asbestos Trust shall maintain sufficient assets (as determined in good faith by the Asbestos Trustee) to fund any payments in respect of that claim for indemnification. The



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Reorganized Debtors shall provide prompt notice to the Asbestos Trust upon becoming aware of the basis for any claim for indemnification under this Section 8.4.7.

8.5 CARVE-OUT FOR CERTAIN FOREIGN ASBESTOS CLAIMS

Notwithstanding anything herein to the contrary, nothing in this Plan shall discharge, bar, enjoin, release, or extinguish any Foreign Asbestos Claim, unless the Foreign Asbestos Claim is filed, asserted, or sought to be enforced in or before any court or tribunal within the judicial system of the United States.

8.6 NO EFFECT ON INDEPENDENT LIABILITIES OF NON-DEBTORS

For the avoidance of doubt, notwithstanding any provision to the contrary, nothing contained in this Plan, any Plan Document, the 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 discharge, enjoin, release, or channel to the Asbestos Trust any liability or obligation of a non-Debtor Entity not derived from that of a Debtor, including, without limitation, any independent liability of a non-Debtor Entity that is not an Affiliate of, successor of, successor-in-interest to, merger partner of, or transferor of assets to a Debtor as of the Petition Date.

ARTICLE 9 EXECUTORY CONTRACTS, UNEXPIRED LEASES, LETTERS OF CREDIT, SURETY

BONDS, COMPENSATION, INDEMNITY AND BENEFIT PROGRAMS

9.1 ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

9.1.1 Assumption Generally

Except for (i) executory contracts and unexpired leases that the Debtors reject prior to the Effective Date or designate (on a list set forth in Exhibit G in the Exhibit Book) as being subject to rejection in connection with the Effective Date; and (ii) agreements, to the extent executory, that create an obligation of the Debtors to reimburse or indemnify third parties with respect to Asbestos Claims, all executory contracts and unexpired leases (including all Asbestos Insurance Policies and related settlements or other agreements, to the extent they are executory) not previously assumed by the Debtors pursuant to Section 365 of the Bankruptcy Code shall be deemed to have been assumed by the Reorganized Debtors on the Effective Date, and this Plan shall constitute a motion to assume such executory contracts and unexpired leases as of the Effective Date.

9.1.2 Assumption Procedures

Pursuant to the terms of the Non-Asbestos Bar Date Order and Bankruptcy Rule 3002(c)(4), and excepting all agreements that create an obligation of the Debtors to reimburse or indemnify third parties with respect to Asbestos Claims (as discussed in Section 9.1.3) or as otherwise ordered by the Bankruptcy Court, a proof of claim for each Claim arising from the rejection of an executory contract or unexpired lease pursuant to this Plan or otherwise shall be Filed with the Bankruptcy Court within thirty (30) days of the later of: (i) the date of the entry of



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an order, prior to the Confirmation Date, approving such rejection, (ii) the Confirmation Date, or (iii) service of notice of rejection if such party is an affected party as described above. Any Claims not Filed within such applicable time period shall be forever barred from assertion. All Allowed Claims for damages arising from the rejection of an executory contract or unexpired lease shall be included in Class 6 or Class 7 (as appropriate) and shall be treated in accordance with Sections 3.1.6 and 3.1.7 herein.

Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute express approval of the assumption of the executory contracts and unexpired leases described in Section 9.1.1 pursuant to Section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that each such assumption is in the best interests of the Debtors, their Estates, and all parties in interest in the Chapter 11 Cases.

With respect to each such executory contract or unexpired lease assumed by the Reorganized Debtors, unless otherwise determined by the Court pursuant to a Final Order or agreed to by the parties thereto prior to the Effective Date, any defaults of the Debtors with respect to such assumed executory contracts or leases existing as of the Effective Date shall be cured in the ordinary course of the Reorganized Debtors’ business promptly after any such default becomes known to the Debtors and, if the cure amount is disputed, such cure amount shall be established pursuant to applicable law, and the assumed executory contracts or leases shall be binding upon and enforceable upon the parties thereto, subject to any rights and defenses existing thereunder. Subject to the occurrence of the Effective Date, upon payment of such cure amount, all defaults of the Debtors existing as of the Confirmation Date with respect to such executory contract or unexpired lease shall be deemed cured.

Executory contracts and unexpired leases previously assumed by the Debtors during the case pursuant to Section 365 of the Bankruptcy Code shall be governed by and subject to the provisions of the order of the Court authorizing the assumption thereof.

9.1.3 Rejection of Certain Executory Contracts and Unexpired Leases

On the Effective Date, each executory contract and unexpired lease listed on Exhibit G in the Exhibit Book shall be rejected pursuant to Section 365 of the Bankruptcy Code. Each contract and lease listed on Exhibit G shall be rejected only to the extent that such contract or lease constitutes an executory contract or unexpired lease. Listing a contract or lease on Exhibit G shall not constitute an admission by the Debtors or Reorganized Debtors that such contract or lease is an executory contract or unexpired lease or that the Debtors or Reorganized Debtors have any liability thereunder. Subject to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejection pursuant to Section 365 of the Bankruptcy Code and a finding by the Bankruptcy Court that each such rejection is in the best interests of the Debtors, their estates, and all parties in interest in the Chapter 11 Cases.

The Debtors shall have the right until ten (10) days prior to the Effective Date to modify the list of rejected contracts included in Exhibit G in the Exhibit Book to add executory contracts or leases or remove executory contracts or leases, provided that the Debtors shall file a notice with the Bankruptcy Court and serve each affected party with such notice. Notwithstanding the



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foregoing, such affected parties shall not be entitled to any Administrative Expense Claim for any executory contracts or leases added to the list of rejected contracts and will only be entitled to a Claim for rejection damages.

To the extent executory, all agreements that create an obligation of the Debtors to reimburse or indemnify third parties with respect to Asbestos Claims shall be deemed rejected by operation of entry of the Confirmation Order, subject to the occurrence of the Effective Date, unless expressly identified and assumed pursuant to the Plan, a Plan Document, or an order of the Bankruptcy Court.

Except with respect to Claims arising from the rejection of an executory contract or unexpired lease that creates an obligation of the Debtors to reimburse or indemnify third parties with respect to Asbestos Claims, all Claims for damages arising from the rejection of an executory contract or unexpired lease shall be included in Class 6 or Class 7 (as appropriate) and shall be treated in accordance with Sections 3.1.6 or 3.1.7 herein. All Claims for damages arising from the rejection of an agreement that creates an obligation of the Debtors to reimburse or indemnify third parties with respect to Asbestos Claims shall be included in Class 5 and shall be treated in accordance with Section 3.1.5 herein.

9.2 LETTERS OF CREDIT AND SURETY BONDS

All letters of credit and surety bonds on account of Non-Asbestos Plan Claims will remain in place and become obligations of the Reorganized Debtors. Claims arising under letters of credit and surety bonds issued or provided on account of Asbestos Claims will be treated as Asbestos Claims and will be channeled to the Asbestos Trust.

Nothing in Article 9 shall constitute a reinstatement, continuation, or assumption by the Reorganized Debtors of any warranty provision, guaranty, or any other contractual or other obligation, Demand, or Plan Claim to the extent that the Plan Claim, Demand, or obligation constitutes an Asbestos Claim.

9.3 COMPENSATION, INDEMNITY AND BENEFIT PROGRAM

9.3.1 Employee Benefits

From and after the Effective Date, the Reorganized Debtors intend to continue their existing employee compensation, indemnity agreements, and benefit plans, programs, and policies, and to cure any defaults that may exist under such agreements, plans, programs, and policies, including payment of the Debtors’ voluntary supplemental pension payments which were limited during the pendency of these Chapter 11 Cases, subject to any rights to amend, modify, or terminate such benefits under the terms of the applicable compensation and benefit plan, other agreement, or applicable nonbankruptcy law.

9.3.2 Retiree Benefits

From and after the Effective Date, the Reorganized Debtors intend to continue to pay retiree benefits (as defined in Section 1114(a) of the Bankruptcy Code) and any similar health, disability, or death benefits in accordance with the terms of the retiree benefit plans or other



56

agreements governing the payment of such benefits, subject to any rights to amend, modify, or terminate such benefits under the terms of the applicable retiree benefits plan, other agreement, or applicable nonbankruptcy law.

9.3.3 Workers’ Compensation Benefits

From and after the Effective Date, the Reorganized Debtors may continue to pay valid Workers’ Compensation Claims in accordance with applicable nonbankruptcy law, subject to any rights to amend, modify, or terminate such benefits pursuant to applicable nonbankruptcy law.

ARTICLE 10 RETENTION OF JURISDICTION

Pursuant to Sections 105(a), 524(a), 1141(d), and 1142 of the Bankruptcy Code, the Bankruptcy Court shall retain and shall have exclusive jurisdiction, except as provided in Section 10.9 hereof, over any proceeding (a) arising under the Bankruptcy Code, (b) arising in or related to the Chapter 11 Cases or this Plan, or (c) involving the following matters in Sections 10.1 through 10.9 herein, provided that the District Court shall retain jurisdiction to hear and determine such matters in the first instance (i) as to which the automatic reference to the Bankruptcy Court has been withdrawn, (ii) to the extent the Bankruptcy Court lacks adjudicatory authority under the United States Constitution to hear and determine such matters in the absence of consent of the parties involved, (iii) to the extent required by law, or (iv) to the extent set forth in Section 10.11 below:

10.1 PLAN DOCUMENTS

To interpret, enforce, and administer the terms of the Plan Documents and all annexes and exhibits thereto.

10.2 EXECUTORY CONTRACTS AND UNEXPIRED LEASES

To hear and determine any and all motions or applications for the assumption and/or assignment or rejection of (i) executory contracts, (ii) unexpired leases, (iii) letters of credit, (iv) surety bonds, (v) guaranties (which for purposes of this Section include contingent liabilities arising in connection with assigned executory contracts and unexpired leases), or (vi) written indemnity agreements with respect to letters of credit, surety bonds or guaranties existing as of the Effective Date to which the Debtors are parties or with respect to which the Debtors may be liable that are: (A) pending on the Confirmation Date or (B) within the time period described in Section 9.1 of this Plan, and to review and determine all Claims resulting from the expiration or termination of any executory contract or unexpired lease prior to the Confirmation Date.

10.3 DISPUTED CLAIMS ALLOWANCE/DISALLOWANCE

To hear and determine any objections to: (i) the allowance of Plan Claims (other than Asbestos Claims), including any objections to the classification of any Claim; and (ii) the allowance or disallowance of any Disputed Claim in whole or in part.



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10.4 ENFORCEMENT/MODIFICATION OF THIS PLAN AND THE RELEASES, INJUNCTIONS AND DISCHARGE PROVIDED UNDER THE PLAN

(a) To enforce the discharge, releases, and injunctions provided under the Plan, including with respect to the assertion by any Entity after the Effective Date of claims or causes of action that are discharged, released, or enjoined pursuant to the Plan and the Confirmation Order;

(b) To make all determinations or rulings as to whether claims or causes of action asserted after the Effective Date in any forum have been discharged, released, or enjoined pursuant to the Plan and the Confirmation Order;

(c) To issue such orders in aid of execution of this Plan to the extent authorized or contemplated by Section 1142 of the Bankruptcy Code;

(d) To consider and approve any modifications of this Plan or Plan Documents, remedy any defect or omission, or reconcile any inconsistency in any order of the Court, including the Confirmation Order;

(e) To hear and determine all controversies, suits, and disputes that may relate to, impact upon, or arise in connection with this Plan or any other Plan Documents or their interpretation, implementation, enforcement, or consummation;

(f) To hear and determine all objections to the termination of the Asbestos Trust;

(g) To determine such other matters as may be set forth in, or may arise in connection with, this Plan, the Confirmation Order, the Asbestos Channeling Injunction, the Asbestos Trust Agreement, the CRP, or any other Plan Documents; provided, however, that, notwithstanding any of the foregoing, this Section 10.4(g) shall not in any way (i) authorize or confer jurisdiction on the Bankruptcy Court to hear and determine an objection to any Asbestos Claim under Section 502(b) of the Bankruptcy Code; or (ii) supersede, diminish, modify, or derogate (A) the authority of the Asbestos Trust to resolve and, if eligible, pay Asbestos Claims in accordance with the Asbestos Trust Agreement and CRP; (B) the jurisdiction or authority of any court sited in any of the jurisdictions or states identified in Section 9.6 of the CRP to hear and determine any lawsuit commenced in accordance with that Section 9.6; (C) the ADR procedures and the jurisdiction or authority of an arbitrator under Section 9 of the CRP; or (D) the authority and discretion conferred on the Asbestos Trustee under the Plan, any of the Plan Documents, or applicable non-bankruptcy law;

(h) To hear and determine any proceeding that involves the validity, application, construction, enforceability, or request to modify the Asbestos Channeling Injunction;

(i) To enter an order or final decree closing the Chapter 11 Cases;

(j) To hear and determine any other matters related hereto, including matters related to the implementation and enforcement of all orders entered by the Court in the Chapter 11 Cases;



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(k) To enter such orders as are necessary to implement and enforce the injunctions described herein; and

(l) To enter orders authorizing immaterial modifications to this Plan and to hear and determine any issue involving the Asbestos Trust in order to comply with Section 468B of the IRC.

10.5 COMPENSATION AND EXPENSES

To hear and determine all motions or applications for allowance or payment of Fee Claims or any other compensation or expenses that may be awarded under the Bankruptcy Code or this Plan.

10.6 SETTLEMENTS

To the extent that Court approval is required, to consider and act on the compromise and settlement of any Plan Claim or cause of action by or against the Debtors’ or Reorganized Debtors’ estates or the Asbestos Trust.

10.7 TAXES

To hear and determine matters concerning state, local, and federal taxes (including the amount of net operating loss carryforwards), fines, penalties, or additions to taxes for which the Debtors or Debtors in Possession may be liable, directly or indirectly, in accordance with Sections 346, 505, and 1146 of the Bankruptcy Code.

10.8 SPECIFIC PURPOSES

To hear and determine such other matters and for such other purposes as may be provided in the Confirmation Order.

10.9 INSURANCE MATTERS

To hear and determine matters concerning the Asbestos Insurance Rights; provided, however, that the Court shall have nonexclusive jurisdiction over such matters.

10.10 ORDERS CLOSING CHAPTER 11 CASES

Any order entered pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022 closing the Chapter 11 Cases shall provide that, notwithstanding the closure of the Chapter 11 Cases: (a) the Court expressly retains jurisdiction over the matters described in Article 10, as well as to consider any proper requests to reopen the Chapter 11 Cases under Section 350(b) of the Bankruptcy Code, and (b) the clerk of the Court shall accept for filing on the docket of Case No. 10-BK-31607, without the requirement that any party in interest file a request to reopen the Chapter 11 Cases, the annual reports of the Asbestos Trust and any pleadings, motions, subpoenas, or other papers pursuant to which any party in interest seeks to invoke the jurisdiction that the Bankruptcy Court retains pursuant to Article 10 of this Plan.



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10.11 EXCLUSIVE JURISDICTION OF DISTRICT COURT

The District Court shall, without regard to the amount in controversy, retain exclusive jurisdiction after the Effective Date to hear and determine any proceeding that involves the validity, application, construction, or modification of the Asbestos Channeling Injunction, or of Section 524(g) of the Bankruptcy Code with respect to the Asbestos Channeling Injunction.

ARTICLE 11 MISCELLANEOUS PROVISIONS

11.1 AUTHORITY OF THE DEBTORS

On the Confirmation Date, the Debtors shall be directed and authorized to take or cause to be taken, prior to the Effective Date, all actions necessary to enable them to implement effectively the provisions of this Plan, the other Plan Documents, and the creation of the Asbestos Trust, and to cooperate with the Plan Proponents as provided herein and with respect to matters related to the Plan generally.

11.2 PAYMENT OF STATUTORY FEES

All fees payable pursuant to Section 1930 of title 28 of the United States Code, as determined by the Court at the hearing on confirmation of this Plan, shall be paid by the Debtors on or before the Effective Date.

11.3 RETAINED CAUSES OF ACTION

11.3.1 Maintenance of Causes of Action

Nothing in this Section 11.3 of this Plan shall be deemed to be a transfer by the Debtors and the Reorganized Debtors of any claims, causes of action, or defenses relating to assumed executory contracts or otherwise which are required by the Reorganized Debtors to conduct their businesses in the ordinary course subsequent to the Effective Date. Moreover, except as otherwise expressly released by this Plan or other Plan Documents (including the express releases of claims contained in Section 8.4 hereof), from and after the Effective Date, the Reorganized Debtors shall have and retain any and all rights to commence and pursue any and all claims, causes of action, including the Retained Causes of Action, or defenses against any parties, other Claimants and Holders of Equity Interests, whether such causes of action accrued before or after the Petition Date.

The Reorganized Debtors shall retain and may exclusively enforce any and all such claims, rights, or causes of action, including Retained Causes of Action, and commence, pursue, and settle the causes of action in accordance with this Plan. The Reorganized Debtors shall have the exclusive right, authority, and discretion to institute, prosecute, abandon, settle, or compromise any and all such claims, rights, and causes of action, including Retained Causes of Action, without the consent or approval of any third party and without any further order of the Court.



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11.3.2 Preservation of All Causes of Action Not Expressly Settled or Released

Unless a claim or cause of action against a Claimant or other Entity is expressly waived, relinquished, released, compromised, or settled pursuant to this Plan or any Final Order (including the releases contained in Section 8.4 hereof), the Debtors expressly reserve such claim or Retained Cause of Action (including any unknown causes of action) for later adjudication by the Reorganized Debtors. Any causes of action of any Debtors among the Asbestos Insurance Rights are expressly retained by the Reorganized Debtors and are among the Retained Causes of Action. Therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judicial, equitable, or otherwise), or laches shall apply to such claims or Retained Causes of Action upon or after the Confirmation Date or Effective Date of this Plan based on the Disclosure Statement, this Plan, or the Confirmation Order, except where such claims or Retained Causes of Action have been released in this Plan or other Final Order. In addition, the Debtors, the Reorganized Debtors, and the successor entities under this Plan expressly reserve the right to pursue or adopt any claim alleged in any lawsuit in which the Debtors are defendants or an interested party, against any Entity, including the plaintiffs or codefendants in such lawsuits; provided, however, that the foregoing reservations of rights shall not apply to any GST Recovery Action or to any Retained Cause of Action that is expressly waived, relinquished, released, compromised, or settled by this Plan or by any Final Order.

Any Entity to whom the Debtors have incurred an obligation (whether on account of services, purchase or sale of goods or otherwise), or who has received services from the Debtors or a transfer of money or property of the Debtors, or who has transacted business with the Debtors, or leased equipment or property from the Debtors should assume, unless expressly released by this Plan, that such obligation, transfer, or transaction may be reviewed by the Debtors or the Reorganized Debtors, and may, if appropriate, be the subject of an action after the Effective Date, whether or not (i) such Entity has filed a proof of claim against the Debtors in the Chapter 11 Cases; (ii) such Claimant’s proof of claim has been objected to; (iii) such Claimant’s Claim was included in the Debtors’ Schedules; or (iv) such Claimant’s scheduled Claim has been objected to by the Debtors or has been identified by the Debtors as a Disputed Claim, a Contingent Claim, or an Unliquidated Claim.

11.4 THIRD-PARTY AGREEMENTS

The Distributions to the various Classes of Plan Claims hereunder, other than Distributions to the Asbestos Trust, will not affect the right of any Entity to levy, garnish, attach, or employ any other legal process with respect to such Distributions by reason of any claimed subordination rights or otherwise. All of such rights and any agreements relating thereto will remain in full force and effect.

11.5 PRESERVATION OF POLICE AND REGULATORY POWERS

Nothing in this Plan or in any Plan Document shall preclude or impair a Governmental Unit from enforcing its police or regulatory powers.



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11.6 DISSOLUTION OF THE UNSECURED CREDITORS COMMITTEE AND THE ASBESTOS CLAIMANTS COMMITTEE

Effective on the Effective Date, except as set forth below, the Asbestos Claimants Committee and the Unsecured Creditors Committee shall be released and discharged of and from all further authority, duties, responsibilities, and obligations relating to or arising from or in connection with the Chapter 11 Cases, and those committees shall be deemed dissolved.

Notwithstanding the foregoing, if the Effective Date occurs prior to the entry of a Final Order with respect to final applications of Professionals for allowance and payment of Fee Claims, the Unsecured Creditors Committee and the Asbestos Claimants Committee may, at their option, continue to serve with respect to those proceedings exclusively until a Final Order is entered with respect to such proceedings. Additionally, effective as of the Effective Date, the CAC shall succeed to, and exclusively hold, the attorney-client privilege and any other privilege held by the Asbestos Claimants Committee and shall enjoy the work product protections that were applicable or available to the Asbestos Claimants Committee before its dissolution.

11.7 EXCULPATION

None of the Reorganized Debtors, the Debtors, the Non-Debtor Affiliates, the FCR, the Asbestos Claimants Committee (including each of its members and their respective counsel), the Unsecured Creditors Committee, the Ad Hoc Coltec Future Asbestos Claimants’ Representative, the Ad Hoc Coltec Asbestos Claimants Committee (including each of its members and their respective counsel), or any of their respective Representatives (the “Exculpated Parties”) are to have or incur any liability to any Entity for any act or omission in connection with or arising out of the Chapter 11 Cases, including the administration of the Estates during the entirety of the Chapter 11 Cases, any work in connection with any plan of reorganization or proceedings in the Chapter 11 Cases, conduct during any contested matter in the Chapter 11 Cases, negotiation of this Plan or the settlements contained therein, the pursuit of confirmation of this Plan, the consummation of this Plan or the settlements provided therein, or the administration of this Plan or the property to be distributed under this Plan so long as, in each case such action, or failure to act, did not constitute willful misconduct or lack of good faith; provided, however, that nothing herein shall exculpate, bar, or shield the foregoing persons from any Fee Dispute Remedy. In all respects, the Exculpated Parties will be entitled to rely upon the advice of counsel and financial and other experts or professionals employed by them with respect to their duties and responsibilities under this Plan, and such reliance shall conclusively establish good faith. Any act or omission taken with the approval of the Bankruptcy Court will be conclusively deemed not to constitute willful misconduct or lack of good faith. In any suit alleging willful misconduct or lack of good faith, the reasonable attorney’s fees and costs of the prevailing party shall be paid by the losing party, and, as a condition of going forward with such action, suit, or proceeding, at the onset thereof, all parties thereto shall be required to provide appropriate proof and assurances of their capacity to make such payments of reasonable attorney’s fees and costs in the event they fail to prevail. Pursuant to its authority under Bankruptcy Code Section 105(a), in the Confirmation Order, the Court will enter an injunction permanently enjoining commencement or continuation in any manner, any suit, action, or other proceeding, on account of or respecting any claim, obligation, debt, right, cause of action, remedy, or liability included within this exculpation clause.



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11.8 ENTIRE AGREEMENT

Except as otherwise indicated, the Plan and the Plan Documents supersede all prior negotiations, promises, covenants, agreements, understandings, and representations on such subjects, including all plans of reorganization previously filed by any party in interest with the Court in these Chapter 11 Cases.

11.9 NOTICES

Any notices, statements, requests, and demands required or permitted to be provided under this Plan, in order to be effective, must be: (i) in writing (including by facsimile transmission), and unless otherwise expressly provided herein, shall be deemed to have been duly given or made (A) if personally delivered or if delivered by facsimile or courier service, when actually received by the Entity to whom notice is sent, (B) if deposited with the United States Postal Service (but only when actually received), at the close of business on the third business day following the day when placed in the mail, postage prepaid, certified or registered with return receipt requested, or (C) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid) (but only when actually received) and (ii) addressed to the appropriate Entity or Entities to whom such notice, statement, request or demand is directed (and, if required, its counsel), at the address of such Entity or Entities set forth below (or at such other address as such Entity may designate from time to time by written notice to all other Entities listed below in accordance with this Section 11.9):

If to the Debtors: GARLOCK SEALING TECHNOLOGIES LLC c/o Elizabeth Barry, Chief Restructuring Officer 349 West Commercial St., Ste 3050 East Rochester, NY 14445



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With a copy to: RAYBURN COOPER & DURHAM, P.A. 1200 Carillion, 227 West Trade Street Charlotte, NC 28202 Telephone: (704) 334-0891 Attn: John R. Miller, Jr. and

ROBINSON, BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Telephone: (704) 377-2536 Attn: Garland S. Cassada

and

PARKER POE ADAMS & BERNSTEIN, LLP Three Wells Fargo Center 401 South Tryon Street, Suite 3000 Charlotte, NC 28202 Telephone: (704) 335-9054 Attn: Daniel G. Clodfelter

If to the Asbestos Claimants Committee:

CAPLIN & DRYSDALE, CHARTERED One Thomas Circle N.W., Suite 1100 Washington, DC 20005 Telephone: (202) 862-5000 Attn: Trevor W. Swett III

If to the Future Claimants’ Representative:

GRIER FURR & CRISP, PA 101 North Tryon Street, Suite 1240 Charlotte, NC 28246 Telephone: (704) 375-3720 Attn: Joseph W. Grier, III

With a copy to: ORRICK HERRINGTON & SUTCLIFFE, LLP Columbia Center 1152 15th Street, N.W. Washington, DC 20005 Telephone: (202) 339-8400 Attn: Jonathan P. Guy



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If to the Unsecured Creditors Committee:

FSB FISHERBROYLES, LLP 6000 Fairview Road, Suite 1200 Charlotte, NC 28210 Telephone: (704) 464-6954 Attn: Deborah L. Fletcher

11.10 HEADINGS

The headings used in this Plan are inserted for convenience only and neither constitute a portion of this Plan nor in any manner affect the construction of the provisions of this Plan.

11.11 GOVERNING LAW

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of Delaware, without giving effect to any conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction, shall govern the construction of this Plan and any agreements, documents, and instruments executed in connection with this Plan, except as otherwise expressly provided in such instruments, agreements, or documents.

11.12 FILING OF ADDITIONAL DOCUMENTS

On or before the Effective Date, the Plan Proponents shall File with the Court such agreements and other documents, including the Plan Supplement, as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan.

11.13 COMPLIANCE WITH TAX REQUIREMENTS

In connection with this Plan, the Debtors, the Reorganized Debtors, and the Asbestos Trust will comply with all applicable withholding and reporting requirements imposed by federal, state, and local taxing authorities, and all Distributions hereunder or under any Plan Document shall be subject to such withholding and reporting requirements, if any. Notwithstanding any other provision of this Plan, each Entity receiving a Distribution pursuant to this Plan, or any other Plan Document, will have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any Governmental Unit, including income tax and other obligations, on account of that Distribution.

11.14 EXEMPTION FROM TRANSFER TAXES

Pursuant to Section 1146(a) of the Bankruptcy Code, the issuance, transfer, or exchange of notes or equity securities under this Plan, the creation of any mortgage, deed of trust, or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with this Plan shall be exempt from all taxes as provided in Section 1146(a) of the Bankruptcy Code.



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11.15 FURTHER ASSURANCES

The Debtors, the Reorganized Debtors, the Non-Debtor Affiliates, the Asbestos Protected Parties, the Asbestos Insurance Entities, the Asbestos Trust, and all Holders of Plan Claims receiving Distributions under this Plan and all other parties in interest shall, and shall be authorized to, from time to time, prepare, execute, and deliver any agreements or documents and take any other action consistent with the terms of this Plan as may be necessary to effectuate the provisions and intent of this Plan, with each such Entity to bear its own costs incurred after the Effective Date in connection therewith.

11.16 FURTHER AUTHORIZATIONS

Prior to the Effective Date, the Plan Proponents may seek such orders, judgments, injunctions, and rulings that they, by unanimous agreement, deem necessary to carry out further the intentions and purposes of, and to give full effect to the provisions of, this Plan or any of the Plan Documents, and any costs incurred in connection therewith shall be borne by the Debtors’ Estates. On and after the Effective Date, the Reorganized Debtors and the Asbestos Trust may seek such orders, judgments, injunctions, and rulings that any of them deem necessary to carry out further the intentions and purposes of, and to give full effect to the provisions of, this Plan or any of the Plan Documents, with each such Entity to bear its own costs in connection therewith.

[The remainder of this page has been left blank intentionally]



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By: s/Elizabeth Barry Name: Elizabeth Barry Title: Chief Restructuring Officer GARRISON LITIGATION MANAGEMENT GROUP, LTD.:

By: s/Elizabeth Barry Name: Elizabeth Barry Title: General Manager, Vice President, Director



By: /s/Elizabeth Barry Name: Elizabeth Barry Title: Vice President and General Manager COLTEC INDUSTRIES INC (predecessor in interest to OldCo, LLC):

By: /s/Robert S. McLean Name: Robert S. McLean Title: Vice Chairman and Secretary




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By: /s/Joseph W. Grier, III Name: Joseph W. Grier, III AD HOC COLTEC FUTURE ASBESTOS CLAIMANTS’ REPRESENTATIVE:

By: /s/Joseph W. Grier, III Name: Joseph W. Grier, III


By: /s/Trevor W. Swett III Name: Trevor W. Swett III Firm: Caplin & Drysdale, Chartered Title: Counsel to the Official Committee of Asbestos Personal Injury Claimants


By: /s/Trevor W. Swett III Name: Trevor W. Swett III Firm: Caplin & Drysdale, Chartered Title: Counsel to the Ad Hoc Coltec Asbestos Claimants Committee

[Signature Page to Modified Joint Plan of Reorganization]



EXHIBIT A

Modified Joint Plan - Ex. ADisclosure Statement - Ex. 1


TRUST AND SETTLEMENT FACILITY AGREEMENT

Modified Joint Plan - Ex. A


In re Garlock Sealing Technologies, LLC et al., Case No. 10-31607 TRUST AND SETTLEMENT FACILITY AGREEMENT

TABLE OF CONTENTS

Page

-i-

SECTION I

AGREEMENT OF TRUST

1.1 Creation and Name ............................................................................................................ 3 1.2 Purpose ............................................................................................................................... 3 1.3 Transfer of Assets .............................................................................................................. 4 1.4 Acceptance of Assets and Assumption of Liabilities ........................................................ 4

SECTION II

POWERS AND SETTLEMENT FACILITY ADMINISTRATION

2.1 Powers ................................................................................................................................ 5 2.2 General Administration ...................................................................................................... 9 2.3 Claims Administration ..................................................................................................... 14

SECTION III

ACCOUNTS, INVESTMENTS, AND PAYMENTS

3.1 Accounts .......................................................................................................................... 14 3.2 Investments ...................................................................................................................... 14 3.3 Source of Payments.......................................................................................................... 17

SECTION IV

TRUSTEE; DELAWARE TRUSTEE

4.1 Number ............................................................................................................................ 17 4.2 Term of Service ................................................................................................................ 17 4.3 Appointment of Successor Trustee .................................................................................. 18 4.4 Liability of Trustee, Members of the CAC and the FCR ................................................. 19 4.5 Compensation and Expenses of Trustee .......................................................................... 19 4.6 Indemnification ................................................................................................................ 20 4.7 Lien .................................................................................................................................. 22 4.8 Trustee’s Employment of Experts; Delaware Trustee’s Employment of Counsel .......... 22 4.9 Trustee’s Independence ................................................................................................... 22 4.10 Bond ................................................................................................................................. 23 4.11 Delaware Trustee ............................................................................................................. 23 4.12 Medicare Obligations ....................................................................................................... 25




Page

-ii-

SECTION V

CLAIMANT ADVISORY COMMITTEE

5.1 Members .......................................................................................................................... 31 5.2 Duties ............................................................................................................................... 31 5.3 Term of Office ................................................................................................................. 31 5.4 Appointment of Successor ............................................................................................... 32 5.5 CAC’s Employment of Professionals .............................................................................. 33 5.6 Compensation and Expenses of the CAC ........................................................................ 35 5.7 Procedures for Consultation with and Obtaining the Consent of the CAC ..................... 35

SECTION VI

THE FUTURE CLAIMANTS’ REPRESENTATIVE

6.1 Duties ............................................................................................................................... 37 6.2 Term of Office ................................................................................................................. 37 6.3 Appointment of Successor ............................................................................................... 38 6.4 Future Claimants’ Representative’s Employment of Professionals ................................. 38 6.5 Compensation and Expenses of the Future Claimants’ Representative ........................... 40 6.6 Procedures for Consultation with and Obtaining the Consent of the Future

Claimants’ Representative ............................................................................................... 40

SECTION VII

GENERAL PROVISIONS

7.1 Irrevocability .................................................................................................................... 42 7.2 Term; Termination ........................................................................................................... 42 7.3 Amendments .................................................................................................................... 44 7.4 Meetings ........................................................................................................................... 45 7.5 Severability ...................................................................................................................... 45 7.6 Notices ............................................................................................................................. 45 7.7 Successors and Assigns .................................................................................................... 46 7.8 Limitation on Claim Interests for Securities Laws Purposes ........................................... 47 7.9 Entire Agreement; No Waiver ......................................................................................... 47 7.10 Headings .......................................................................................................................... 47 7.11 Governing Law ................................................................................................................ 48 7.12 Settlors’ Representative and Cooperation ........................................................................ 48 7.13 Dispute Resolution ........................................................................................................... 48 7.14 Enforcement and Administration ..................................................................................... 49 7.15 Effectiveness .................................................................................................................... 49 7.16 Counterpart Signatures ..................................................................................................... 49



TRUST AND SETTLEMENT FACILITY AGREEMENT

This Trust and Settlement Facility Agreement (this “Settlement Facility Agreement,”

identified in the Plan as the “Asbestos Trust Agreement”), dated the date set forth on the

signature page hereof and effective as of the day immediately preceding the Effective Date, is

entered into, pursuant to the Modified Joint Plan of Reorganization of Garlock Sealing

Technologies LLC, et al. and OldCo, LLC, Proposed Successor by Merger to Coltec Industries

Inc, dated as of May 20, 2016 and modified as of June 21, 2016 (as it may be amended or

supplemented, the “Plan”),1 by Garlock Sealing Technologies LLC, Garrison Litigation

Management, Ltd., and OldCo, LLC (collectively referred to as the “Debtors” or the “Settlors”),

the debtors and debtors-in-possession whose chapter 11 cases are jointly administered under

Case Nos. 10-BK-31607 and 16-BK-______ in the United States Bankruptcy Court for the

Western District of North Carolina2; the Legal Representative for Future Asbestos Claimants (the

“Future Claimants’ Representative” or “FCR”); the Official Committee of Asbestos Personal

Injury Claimants (the “Asbestos Claimants Committee”); the Trustee; Wilmington Trust

Company (the “Delaware Trustee”); and the members of the Claimant Advisory Committee

(the “CAC”) identified on the signature page hereof; 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 defined in the Plan, but defined in the Bankruptcy Code or Rules, shall have the meanings ascribed to them by the Bankruptcy Code and Rules, and such definitions are incorporated herein by reference.

2 The debtors and debtors-in-possession in the jointly-administered cases are Garlock Sealing Technologies LLC (Case No. 10-31607), Garrison Litigation Management Group, Ltd. (Case No. 10-31608), The Anchor Packing Company (Case No. 10-31606), and OldCo, LLC, successor by merger to Coltec Industries Inc (Case No. 16-_____). This Settlement Facility Agreement, however, does not address or pertain to The Anchor Packing Company.



- 2 -

WHEREAS, the Debtors have reorganized under the provisions of chapter 11 of the

Bankruptcy Code in cases filed in the United States Bankruptcy Court for the Western District of

North Carolina, jointly administered and known as In re Garlock Sealing Technologies LLC, et

al., Case No. 10-BK-31607; and

WHEREAS, the Confirmation Order has been entered by the Bankruptcy Court and

affirmed by the District Court; and

WHEREAS, the Plan provides, inter alia, for the creation of the GST Settlement Facility

(the “Settlement Facility”); and

WHEREAS, pursuant to the Plan, the Settlement Facility is to use its assets and income

to satisfy all GST Asbestos Claims and Coltec Asbestos Claims (“Claims”); and

WHEREAS, it is the intent of the Debtors, the Trustee, the ACC, the CAC, and the FCR

that the Settlement Facility be administered, maintained, and operated at all times through

mechanisms that provide reasonable assurance that the Settlement Facility will satisfy all Claims

pursuant to the Settlement Facility Claims Resolution Procedures (the “CRP”) that are attached

hereto as Exhibit 1 and in strict compliance with the terms of this Settlement Facility Agreement;

and

WHEREAS, all rights of the holders of Claims arising under this Settlement Facility

Agreement and the CRP shall vest upon the Effective Date; and

WHEREAS, pursuant to the Plan, the Settlement Facility is intended to qualify as 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



- 3 -

WHEREAS, the Bankruptcy Court has determined that the Settlement Facility and the

Plan satisfy all the prerequisites for an injunction pursuant to section 524(g) of the Bankruptcy

Code with respect to any and all Claims, and such injunction has been entered in connection with

the Confirmation Order;

NOW, THEREFORE, it is hereby agreed as follows:

SECTION I

AGREEMENT OF TRUST

1.1 Creation and Name. The Debtors as Settlors hereby create a trust known as the

“GST Settlement Facility,” which is the Settlement Facility provided for and referred to in the

Plan. The Trustee of the Settlement Facility may transact the business and affairs of the

Settlement Facility in the name of the Settlement Facility, and references herein to the Settlement

Facility shall include the Trustee acting on behalf of the Settlement Facility. It is the intention of

the parties hereto that the trust created hereby constitute 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, together

with the bylaws described herein, constitute the governing instruments of the Settlement Facility.

The Trustee 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 2.

1.2 Purpose. The purpose of the Settlement Facility is to assume all liabilities and

responsibility for all Claims, and, among other things to: (a) direct the processing, liquidation

and payment of all Claims in accordance with the Plan, the CRP, and the Confirmation Order;

(b) preserve, hold, manage, and maximize the assets of the Settlement Facility for use in paying

and satisfying Claims; and (c) qualify at all times as a qualified settlement fund. The Settlement

Facility is to use its assets and income to pay the holders of all Claims in accordance with this



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Settlement Facility Agreement and the CRP in such a way that holders of Claims are treated

fairly, equitably, and reasonably in light of the finite assets available to satisfy 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, Section 7.3.2 of the

Plan, the Settlement Facility will receive the Asbestos Trust Assets on the day immediately

preceding the Effective Date. The Asbestos Trust Assets and any other assets to be transferred to

the Settlement Facility under the Plan will be transferred to the Settlement Facility free and clear

of any liens or other claims by the Debtors, Reorganized Debtors, any creditor, interest holder,

insurer or other entity except as otherwise provided in the Plan. The Debtors and the

Reorganized Debtors shall also execute and deliver such documents to the Settlement Facility as

the Trustee may reasonably request to transfer and assign any Asbestos Trust Assets to the

Settlement Facility.

1.4 Acceptance of Assets and Assumption of Liabilities.

(a) In furtherance of the purposes of the Settlement Facility, the Settlement

Facility hereby expressly accepts the transfer to the Settlement Facility of the Asbestos Trust

Assets and 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 Settlement Facility, the Settlement

Facility expressly assumes all liabilities and responsibility for all Claims, and the Reorganized

Debtors shall have no further financial or other responsibility or liability therefor. Except as

otherwise expressly provided in this Settlement Facility Agreement and the CRP, the Settlement

Facility shall have all defenses, cross-claims, offsets, and recoupments, as well as rights of



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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, state and foreign

statutes of limitations and repose, except as otherwise provided in Section 5.3 of the CRP.

(c) No provision herein or in the CRP shall be construed or implemented in a

manner that would cause the Settlement Facility to fail to qualify as a “qualified settlement fund”

under the QSF Regulations.

(d) Nothing in this Settlement Facility Agreement shall be construed in any

way to limit (i) the scope, enforceability, or effectiveness of the Asbestos Channeling Injunction

or any other injunction or release issued or granted in favor of any (or all) Asbestos Protected

Parties in connection with the Plan or (ii) subject to the provisions of Section 1.4(b) above, the

Settlement Facility’s assumption of all liability for Claims.

(e) To the extent that anything in this Settlement Facility Agreement conflicts

with the CRP the CRP shall control.

SECTION II

POWERS AND SETTLEMENT FACILITY ADMINISTRATION

2.1 Powers.

(a) The Trustee is and shall act as a fiduciary to the Settlement Facility in

accordance with the provisions of this Settlement Facility Agreement and the Plan. The Trustee

shall, at all times, administer the Settlement Facility and the Asbestos Trust Assets in accordance

with the purposes set forth in Section 1.2 above. Subject to the limitations set forth in this

Settlement Facility Agreement and the CRP, the Trustee shall have the power to take any and all

actions that, in the judgment of the Trustee, are necessary or proper to fulfill the purposes of the



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Settlement Facility, including, without limitation, each power expressly granted in this Section

2.1, any power reasonably incidental thereto, 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

Trustee 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, the Trustee shall have the power to:

(i) receive and hold the Asbestos Trust Assets and exercise all rights

with respect thereto, including the right to vote and sell any securities that are included in the

Asbestos Trust Assets;

(ii) invest the monies held from time to time by the Settlement Facility

subject to the limitations set forth in Section 3.2 below;

(iii) sell, transfer, or exchange any or all of the Asbestos Trust Assets at

such prices and upon such terms as the Trustee may consider proper, consistent with the other

terms of this Settlement Facility Agreement;

(iv) enter into leasing and financing agreements with third parties to the

extent such agreements are reasonably necessary to permit the Settlement Facility to operate;

(v) pay liabilities and expenses of the Settlement Facility;

(vi) establish such funds, reserves, and accounts within the Settlement

Facility estate, as the Trustee deems useful in carrying out the purposes of the Settlement

Facility;



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(vii) sue and be sued and participate, as a party or otherwise, in any

judicial, administrative, arbitrative, or other proceeding;

(viii) establish, supervise, and administer the Settlement Facility in

accordance with this Settlement Facility Agreement and the CRP and the terms thereof;

(ix) appoint such officers and hire such employees and engage such

legal, financial, accounting, investment, auditing, and forecasting, and other consultants and

agents as the business of the Settlement Facility requires, and delegate to such persons such

powers and authorities as the fiduciary duties of the Trustee permit and as the Trustee, in his or

her discretion, deems advisable or necessary in order to carry out the terms of this Settlement

Facility;

(x) pay employees, legal, financial, accounting, investment, auditing,

and forecasting, and other consultants, advisors, and agents, including those engaged by the

Settlement Facility in connection with its alternative dispute resolution activities, reasonable

compensation;

(xi) compensate the Trustee, the Delaware Trustee, and the FCR as

provided below, and their employees, legal, financial, accounting, investment, and other

advisors, consultants, independent contractors, and agents, and reimburse the Trustee, the

Delaware Trustee, the CAC members, and the FCR, and their employees, legal, financial,

accounting, investment, and other advisors, consultants, independent contractors, and agents, all

reasonable out-of-pocket costs and expenses incurred by such persons in connection with the

performance of their duties hereunder;

(xii) execute and deliver such instruments as the Trustee considers

proper in administering the Settlement Facility;



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(xiii) enter into such other arrangements with third parties as are deemed

by the Trustee to be useful in carrying out the purposes of the Settlement Facility, provided such

arrangements do not conflict with any other provision of this Settlement Facility Agreement;

(xiv) in accordance with Section 4.6 below, defend, indemnify, and hold

harmless (and purchase insurance indemnifying) (A) the Trustee, the Delaware Trustee, the

members of the CAC, and the FCR, and (B) the officers and employees of the Settlement

Facility, and any agents, advisors, consultants, counsel, and experts of the Settlement Facility,

the CAC, or the FCR (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 indemnify

and/or insure its directors, Trustee, officers, employees, agents, advisors, and representatives;

(xv) delegate any or all of the authority herein conferred with respect to

the investment of all or any portion of the Asbestos Trust Assets to any one or more registered

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;

(xvi) consult with the CAC and the FCR at such times and with respect

to such issues relating to the conduct of the Settlement Facility as the Trustee considers desirable

and as expressly required herein or by the CRP;

(xvii) make, pursue (by litigation before any court of competent

jurisdiction or otherwise), collect, compromise or settle, in the name of the Settlement Facility,

any claim, right, action, or cause of action included in the Asbestos Trust Assets;

(xviii) defend, indemnify, and hold harmless Debtors and other Asbestos

Protected Parties pursuant to the provisions of the Plan; and



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(xix) provide data and information relating to insurance matters under

the conditions and in the manner set forth in Section 12.2 of the CRP.

(d) The Trustee shall not have the power to guarantee any debt of other

persons.

(e) The Trustee agrees to take the actions of the Settlement Facility required

hereunder.

(f) The Trustee shall give the CAC and the FCR prompt notice of any act

performed or taken pursuant to Sections 2.1(c)(i), (iii), (vii), or (xv) above, and any act proposed

to be performed or taken pursuant to Section 2.2(f) below.

2.2 General Administration.

(a) The Trustee shall act in accordance with the Settlement Facility

Agreement. The Trustee shall adopt and act in accordance with Settlement Facility Bylaws. To

the extent not inconsistent with the terms of this Settlement Facility Agreement, the Settlement

Facility Bylaws shall govern the affairs of the Settlement Facility. In the event of an

inconsistency between the Settlement Facility Bylaws and this Settlement Facility Agreement,

this Settlement Facility Agreement shall govern.

(b) The Trustee shall (i) timely file income tax and other returns and

statements and shall timely pay all taxes required to be paid by the Settlement Facility, (ii)

comply with all applicable reporting and withholding obligations, (iii) satisfy all requirements

necessary to qualify and maintain qualification of the Settlement Facility as a qualified

settlement fund within the meaning of the QSF Regulations, and (iv) take no action that could

cause the Settlement Facility to fail to qualify as a qualified settlement fund within the meaning

of the QSF Regulations.



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(c) The Trustee shall timely account to the Bankruptcy Court as follows:

(i) The Trustee 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 Settlement Facility (including, without limitation, a balance sheet of

the Settlement Facility 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 Trustee

and accompanied 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 and as to the

conformity of the financial statements with generally accepted accounting principles. The

Trustee shall provide a copy of such Annual Report to the CAC and the FCR when such report is

filed with the Bankruptcy Court.

(ii) Simultaneously with the filing of the Annual Report, the Trustee

shall cause to be prepared and filed with the Bankruptcy Court a report containing a summary

regarding the number and type of claims disposed of during the period covered by the financial

statements. The Trustee shall provide a copy of such report to the CAC 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.

(d) The Trustee 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

and the succeeding four fiscal years. The budget and cash flow projections shall include a



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determination of the Maximum Annual Payment pursuant to Section 2.3 of the CRP, and the

Claims Payment Ratio pursuant to Section 2.4 of the CRP. The Trustee shall provide a copy of

the budget and cash flow projections to the CAC and the FCR.

(e) The Trustee shall consult with the CAC and the FCR (i) on the general

implementation and administration of the Settlement Facility; (ii) on the general implementation

and administration of the CRP; and (iii) on such other matters as may be required under this

Settlement Facility Agreement and the CRP.

(f) The Trustee shall be required to obtain the consent of both the CAC and

the FCR pursuant to the Consent Process set forth in Section 5.7(b) and 6.6(b) below, in addition

to any other instances elsewhere enumerated in the CRP or elsewhere, in order:

(i) to increase the Maximum Annual Payment or the Maximum

Settlement Values described in Section 2.3 of the CRP;

(ii) to change the Claims Payment Ratio described in Section 2.4 of the

CRP in the event that the requirements for such a change as set forth in said provision have been

met;

(iii) to terminate the Settlement Facility pursuant to Section 7.2 below;

(iv) to amend the filing fees described in Section 8.2 of the CRP;

(v) to increase the Medical Information Factors set forth in

Appendix I (I.B.1) to the CRP;

(vi) to establish an Extraordinary Claims Panel pursuant to Appendix II

to the CRP;



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(vii) to change the form of release to be provided pursuant to Appendix

III to the CRP (furthermore, the Trustee shall be required to obtain the consent of the

Reorganized Debtors to change the form of release);

(viii) to settle the liability of any insurer under any insurance policy or

legal action related thereto;

(ix) to change the compensation of the FCR, the Delaware Trustee or

the Trustee, other than to reflect cost-of-living increases or changes approved by the Bankruptcy

Court as otherwise provided herein;

(x) to take actions to minimize any tax on the Asbestos Trust Assets;

provided that no such action prevents the Settlement Facility from qualifying as a qualified

settlement fund within the meaning of the QSF Regulations or requires an election for the

Settlement Facility to be treated as a grantor trust for tax purposes;

(ix) to adopt the Settlement Facility Bylaws in accordance with Section

2.2(a) above or thereafter to amend the Settlement Facility Bylaws in accordance with the terms

thereof;

(x) to amend any provision of this Settlement Facility Agreement or

the CRP, or any appendices thereto, in accordance with the terms thereof; provided, however that

the Trustee is not required to obtain the consent of the CAC and the FCR except where required

by the CRP;

(xi) to vote any equity interest in, or take any action as an equity holder

of, a Reorganized Debtor;

(xii) to acquire an interest in or to merge any claims resolution

organization formed by the Settlement Facility with another claims resolution organization that is



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not specifically created by this Settlement Facility Agreement or the CRP, or to contract with

another claims resolution organization or other entity that is not specifically created by this

Settlement Facility Agreement or the CRP, or permit any other party to join in any claims

resolution organization that is formed by the Settlement Facility pursuant to the Settlement

Facility Agreement or the CRP; provided that such merger, acquisition, contract or joinder shall

not (a) subject the Reorganized Debtors or any Asbestos Protected Party, or any successors in

interest thereto, to any risk of having any Claim asserted against it or them, or (b) otherwise

jeopardize the validity or enforceability of the Asbestos Channeling Injunction or any other

injunction or release issued or granted in favor of any (or all) of the Asbestos Protected Parties in

connection with the Plans; and provided further that the terms of such merger will require the

surviving organization to make decisions about the allowability and value of claims in

accordance with Section 2.3 of the CRP which requires that such decisions be based on the

provisions of the CRP;

(xiii) to settle any Third Party Causes of Action or legal action related

thereto; or

(xiv) to nominate his or her successor pursuant to Section 4.3(a) below.

(f) The Trustee shall meet either in person or telephonically with the CAC

and the FCR no less often than quarterly. The Trustee shall meet either in person or

telephonically in the interim with the CAC and the FCR when so requested by either.

(g) The Trustee, upon notice from either the CAC or the FCR, if practicable in

view of pending business, shall at his or her next meeting with the CAC or the FCR consider

issues submitted by the CAC or the FCR.



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2.3 Claims Administration. The Trustee shall promptly proceed to implement the

CRP. The CAC and the FCR shall not cause or advise the Settlement Facility, the Trustee, the

Delaware Trustee, or any of their successors to (i) take any action that is contrary to the CRP or

the Settlement Facility Agreement, or (ii) refrain from taking any action that is required to

comply with the CRP or the Settlement Facility Agreement.

SECTION III

ACCOUNTS, INVESTMENTS, AND PAYMENTS

3.1 Accounts.

(a) The Trustee may, from time to time, create such accounts and reserves

within the Settlement Facility estate as he or she may deem necessary, prudent, or useful in order

to provide for the payment of expenses and payment of Claims and may, with respect to any such

account or reserve, restrict the use of monies therein.

(b) The Trustee 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 accounts to be filed with the

Bankruptcy Court and provided to the CAC and the FCR pursuant to Section 2.2(c)(i) above.

3.2 Investments. Investment of monies held in the Settlement Facility shall be

administered in the manner consistent with the standards set forth in the Uniform Prudent

Investor Act, subject to the following limitations and provisions:

(a) The Settlement Facility may invest in equity securities only through

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



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Settlement Facility shall not acquire, directly or indirectly, equity in any entity (other than

Reorganized GST or Reorganized Garrison or any successor thereto) or business enterprise if,

immediately following such acquisition, the Settlement Facility would hold more than 5% of the

equity in such entity or business enterprise. The Settlement Facility shall not hold, directly or

indirectly, more than 5% of the equity in any entity or business enterprise, excluding a

Reorganized GST or Reorganized Garrison or any successor thereto.

(b) The Settlement Facility shall not acquire or hold any long-term debt

securities unless (i) such securities are Asbestos 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’s”), or

have been given an equivalent investment grade rating by another nationally recognized

statistical rating agency, or (iii) such securities 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 investment vehicles where pooled assets receive an

investment grade rating by a nationally recognized rating agency.

(c) The Settlement Facility shall not acquire or hold for longer than ninety

(90) days any commercial paper unless such commercial paper is rated “Prime-1” or higher by

Moody’s or “A-1” or higher by S&P’s, or has been given an equivalent rating by another

nationally recognized statistical rating agency.

(d) The Settlement Facility 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 Settlement

Facility would exceed 5% of the then current aggregate value of the Settlement Facility’s assets.

There is no limitation on holding debt securities or other debt instruments issued or fully



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guaranteed as to principal and interest by the United States of America or any agency or

instrumentality thereof.

(e) The Settlement Facility shall not acquire or hold any 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 Settlement Facility shall not acquire or hold any repurchase

obligations unless, in the opinion of the Trustee, they are adequately collateralized.

(g) The Settlement Facility may allow its investment managers to acquire or

hold derivative instruments prudently, including, without limitation, options, futures and swaps

in the normal course of portfolio management. Specifically, the Settlement Facility may acquire

or hold derivatives to help manage or mitigate portfolio risk, including, without limitation,

interest rate risk and equity market risk. Using derivative instruments to leverage a portfolio to

enhance returns (at a much greater risk to the portfolio) is prohibited.

(h) The Settlement Facility may lend securities on a short-term basis, subject

to adequate, normal and customary collateral arrangements, and all applicable federal and state

regulations governing securities lending practices.

(i) Notwithstanding (a) above, the Settlement Facility 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 Settlement Facility complies

with the provisions of Section 2.2(f)(xiv) hereof with respect to the acquisition.



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3.3 Source of Payments.

(a) All Settlement Facility expenses and payments and all liabilities with

respect to Claims shall be payable solely by the Trustee out of the Asbestos Trust Assets.

Neither the Debtors or the Reorganized Debtors, their subsidiaries, any successor in interest, the

present or former directors, officers, employees or agents of the Debtors or the Reorganized

Debtors, the Asbestos Protected Parties, nor the Trustee, the CAC or the FCR, or any of their

officers, agents, advisors, or employees, shall be liable for the payment of any Settlement

Facility expense or any other liability of the Settlement Facility, except to the extent provided in

the Plan or Plan Documents.

(b) The Trustee shall include a reasonably detailed description of any

payments made in accordance with this Section 3.3 in the Annual Report.

SECTION IV

TRUSTEE; DELAWARE TRUSTEE

4.1 Number. In addition to the Delaware Trustee appointed pursuant to Section 4.11,

there shall be one (1) Trustee who shall initially be the person named on the signature page

hereof.

4.2 Term of Service.

(a) Subject to the other provisions of this Section IV, the initial Trustee shall

serve from the Effective Date until the earlier of (i) his or her death, (ii) his or her resignation

pursuant to Section 4.2(b) below, (iii) his or her removal pursuant to Section 4.2(c) below, or

(iv) the termination of the Settlement Facility pursuant to Section 7.2 below.



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(b) The Trustee may resign at any time by written notice to the CAC 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) Following consultation and discussion between the CAC and the FCR, the

Trustee may be removed at the recommendation of the CAC and/or the FCR with the approval of

the Bankruptcy Court in the event that he or she becomes unable to discharge his or her duties

hereunder due to accident or physical or mental deterioration 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 the Trustee hereunder, or repeated non-

attendance at scheduled meetings. Such removal shall require the approval of the Bankruptcy

Court and shall take effect at such time as the Bankruptcy Court shall determine.

4.3 Appointment of Successor Trustee.

(a) Within six months of taking office, the Trustee shall nominate his or her

successor, subject to the consent of both the CAC and the FCR.

(b) After this initial nomination, the Trustee may change his or her designated

successor at any time, subject to the consent of both the CAC and the FCR.

(c) A vacancy caused by death or resignation of the Trustee shall be filled

with the individual nominated prior to the effective date of the resignation or death by the

resigning or deceased Trustee provided the CAC and the FCR have consented (or do at that time

consent) to such successor’s nomination. A vacancy caused by either (i) the removal of the

Trustee or (ii) the resignation or death of the Trustee if the resigning or deceased Trustee did not

designate a successor (or if the CAC and FCR did not consent to such successor designee) shall



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be filled with an individual selected and agreed to by the CAC and the FCR; provided, however,

that if the CAC and the FCR cannot agree on the successor Trustee, the Bankruptcy Court shall

make the appointment.

(d) 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.

(e) Each successor Trustee shall serve until the earlier of (i) his or her death,

(ii) his or her resignation pursuant to Section 4.2(b) above, (iii) his or her removal pursuant to

Section 4.2(c) above, or (iv) the termination of the Settlement Facility pursuant to Section 7.2

below.

4.4 Liability of Trustee, Members of the CAC and the FCR. The Trustee, the

members of the CAC and the FCR shall not be liable to the Settlement Facility, to any individual

holding an asbestos claim, or to any other person, except for such individual’s own breach of

trust committed in bad faith or willful misconduct.

4.5 Compensation and Expenses of Trustee.

(a) The Trustee shall receive a retainer from the Settlement Facility for his or

her service as a Trustee in the amount of $[TBD] per annum, which amount shall be payable in

quarterly installments. In addition, for all time expended attending Settlement Facility meetings,

preparing for such meetings, and working on authorized special projects, the Trustee shall

receive the sum of $[TBD] per hour, and the sum of $[TBD] per hour for non-working travel

time, in both cases computed on a quarter-hour basis. The Trustee shall record all hourly time to

be charged to the Settlement Facility on a daily basis. The compensation payable to the Trustee



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hereunder shall be reviewed every year by the Trustee and, after consultation with the members

of the CAC and the FCR, appropriately adjusted for yearly inflation based on the Consumer

Price Index for Urban Wage Earners and Clerical Workers published by the United States

Department of Labor, Bureau of Labor Statistics. Any other changes in compensation of the

Trustees shall be made subject to the approval of the Bankruptcy Court. The Delaware Trustee

shall be paid such compensation as is agreed to pursuant to a separate fee agreement.

(b) The Settlement Facility will promptly reimburse the Trustee and the

Delaware Trustee for all reasonable out-of-pocket costs and expenses incurred by the Trustee or

the Delaware Trustee in connection with the performance of their duties hereunder.

(c) The Settlement Facility shall include a description of the amounts paid

under this Section 4.5 in the Annual Report.

4.6 Indemnification.

(a) The Settlement Facility shall indemnify and defend the Trustee, the

members of the CAC, the FCR and the FCR’s counsel in the performance of their duties

hereunder to the fullest extent that a statutory trust organized under the laws of the State of

Delaware is 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 Settlement Facility. The

Settlement Facility may indemnify any of the other Additional Indemnitees in the performance

of their duties hereunder to the fullest extent that a statutory trust organized under the laws of the

State of Delaware 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



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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 Settlement Facility.

Notwithstanding the foregoing, but subject to Subsections (b) and (c) of this Section 4.6, 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.

(b) Reasonable expenses, costs and fees (including attorneys’ fees and costs)

incurred by or on behalf of the Trustee, a member of the CAC, 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 Settlement Facility pursuant to Section 4.6(a)

above, shall be paid by the Settlement Facility in advance of the final disposition thereof upon

receipt of an undertaking, by or on behalf of the Trustee, the members of the CAC, the FCR or

Additional Indemnitee, to repay such amount in the event that it shall be determined ultimately

by final order that such Trustee, member of the CAC, FCR or Additional Indemnitee is not

entitled to be indemnified by the Settlement Facility.

(c) The Trustee may purchase and maintain reasonable amounts and types of

insurance on behalf of an individual who is or was the Trustee, member of the CAC, the FCR or

Additional Indemnitee, including against liability asserted against or incurred by such individual

in that capacity or arising from his or her status as the Trustee, member of the CAC, the FCR, an

officer or an employee of the Settlement Facility, or an advisor, consultant or agent of the

Settlement Facility, the CAC or the FCR.

(d) On the Effective Date, the Settlement Facility shall assume the Debtors’

indemnification obligations to the Indemnified Parties identified in paragraph 5 of the

Bankruptcy Court’s Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III as



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Future Asbestos Claimants’ Representative (Docket No. 512), entered September 16, 2010, and

upon such assumption the Debtors will be released of such obligations.

4.7 Lien. The Trustee, members of the CAC, the FCR and Additional Indemnitees

shall have a first priority lien upon the Asbestos Trust Assets to secure the payment of any

amounts payable to them pursuant to Section 4.6 above.

4.8 Trustee’s Employment of Experts; Delaware Trustee’s Employment of

Counsel.

(a) The Trustee may, but shall not be required to, retain and/or consult with

counsel, accountants, appraisers, auditors, forecasters, experts, financial and investment advisors

and such other parties deemed by the Trustee to be qualified as experts on the matters submitted

to the Trustee (the “Settlement Facility Professionals”), and in the absence of gross negligence,

the written opinion of or information provided by any such party deemed by the Trustee 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 Trustee hereunder in good faith

and in accordance with the written opinion of or information provided by any such party.

(b) The Delaware Trustee shall be permitted to retain counsel only in such

circumstances as are required in the exercise of its duties hereunder, and its 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.

4.9 Trustee’s Independence. The Trustee shall not, during the term of his or her

service, hold a financial interest in, act as attorney or agent for, or serve as any other professional

for a Reorganized Debtor. Notwithstanding the foregoing, with the consent of the CAC and the

FCR, the Trustee may serve, without any additional compensation other than the per diem



- 23 -

compensation to be paid by the Settlement Facility pursuant to Section 4.5(a) above, as a director

or manager of a Reorganized Debtor and/or its subsidiaries. The Trustee shall not act as an

attorney for any person who holds an asbestos claim. For the avoidance of doubt, this Section

shall not be applicable to the Delaware Trustee.

4.10 Bond. The Trustee and the Delaware Trustee shall not 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. 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,

which 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 are 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 Trustee set forth

herein. The Delaware Trustee shall be one of the trustees of the Settlement Facility 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 Settlement Facility in the State of Delaware and (ii)



- 24 -

executing of any certificates required to be filed with the Secretary of State of the State of

Delaware that the Delaware Trustee is required to execute under Section 3811 of the Act. There

shall be no other duties (including fiduciary duties) or obligations, express or implied, at law or

in equity, of the Delaware Trustee.

(c) The Delaware Trustee shall serve until such time as the Trustee removes

the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is

appointed by the Trustee 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 Trustee; provided, that such resignation shall not become effective unless and until a

successor Delaware Trustee shall have been appointed by the Trustee in accordance with Section

4.11(d) below. If the Trustee does 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 Trustee 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 Trustee

and any 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 Settlement Facility Agreement, with like effect as if originally named as Delaware



- 25 -

Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations

under this Settlement Facility Agreement.

4.12 Medicare Obligations.

(a) It is the position of the parties to this Settlement Facility Agreement that

the Asbestos Protected Parties will have no reporting obligations in respect of their contributions

to the Settlement Facility, or in respect of any payments, settlements, resolutions, awards, or

other claim liquidations by the Settlement Facility, under the reporting provisions of 42 U.S.C.

§1395y et seq. or any other similar statute or regulation, and any related rules, regulations, or

guidance issued in connection therewith or relating thereto (“MSPA”), including Section 111 of

the Medicare, Medicaid, and SCHIP Extension Act of 2007 (P. L. 110-173), or any other similar

statute or regulation, and any related rules, regulations, or guidance issued in connection

therewith or relating thereto (“MMSEA”). Unless and until there is definitive regulatory,

legislative, or judicial authority (as embodied in a final non-appealable decision from the United

States Court of Appeals for the Fourth Circuit or the United States Supreme Court), or a letter

from the Secretary of Health and Human Services confirming that the Asbestos Protected Parties

have no reporting obligations under MMSEA with respect to any settlements, payments, or other

awards made by the Settlement Facility or with respect to contributions the Asbestos Protected

Parties have made or will make to the Settlement Facility, the Settlement Facility shall, at its sole

expense, in connection with the implementation of the Plan, act as a reporting agent for the

Asbestos Protected Parties, and shall timely submit all reports that would be required to be made

by any of the Asbestos Protected Parties under MMSEA on account of any claims settled,

resolved, paid, or otherwise liquidated by the Settlement Facility or with respect to contributions

to the Settlement Facility, including, but not limited to, reports that would be required if the



- 26 -

Asbestos Protected Parties were otherwise found to have MMSEA reporting requirements. The

Settlement Facility, in its role as reporting agent for the Asbestos Protected Parties, 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.

(b) As long as the Settlement Facility is required to act as a reporting agent for

any Asbestos Protected Party pursuant to the provisions of Section 4.12(a) above, the Settlement

Facility shall within ten (10) business days following the end of each calendar quarter, provide a

written certification to the party designated in writing by each Asbestos Protected Party for

which the Settlement Facility is required to act as reporting agent, confirming that all reports to

CMS required by Section 4.12(a) above have been submitted in a timely fashion, and identifying

(i) any reports that were rejected or otherwise identified as noncompliant by CMS, along with the

basis for such rejection or noncompliance, and (ii) any payments to Medicare benefits recipients

or Medicare-eligible beneficiaries that the Settlement Facility did not report to CMS.

(c) With respect to any reports rejected or otherwise identified as

noncompliant by CMS, the Settlement Facility shall, upon request by an Asbestos Protected

Party for which the Settlement Facility is required to act as reporting agent, promptly provide

copies of the original reports submitted to CMS, as well as any response received from CMS

with respect to such reports; provided, however, that the Settlement Facility may redact from

such copies the names, Social Security numbers other than the last four digits, health insurance

claim numbers, taxpayer identification numbers, employer identification numbers, mailing



- 27 -

addresses, telephone numbers, and dates of birth of the injured parties, claimants, guardians,

conservators and/or other personal representatives, as applicable. With respect to any such

reports, the Settlement Facility shall reasonably undertake to remedy any issues of

noncompliance identified by CMS and resubmit such reports to CMS, and, upon request by an

Asbestos Protected Party, provide such Asbestos Protected Party with copies of such

resubmissions; provided, however, that the Settlement Facility may redact from such copies the

names, Social Security numbers other than the last four digits, health insurance claim numbers,

taxpayer identification numbers, 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. In the event the Settlement Facility is unable to remedy

any issues of noncompliance, the provisions of Section 4.12(g) below shall apply.

(d) As long as the Settlement Facility is required to act as a reporting agent for

an Asbestos Protected Party pursuant to Section 4.12(a) above, with respect to each claim of a

Medicare benefits recipient or Medicare-eligible beneficiary that was paid by the Settlement

Facility and not reported to CMS, the Settlement Facility shall, upon request by such Asbestos

Protected Party, promptly provide the claimant’s name, last four digits of the claimant’s Social

Security number, the year of the claimant’s birth, the claimants’ asbestos-related disease, and any

other information that may be necessary in the reasonable judgment of such Asbestos Protected

Party to satisfy its obligations, if any, under MMSEA, as well as the basis for the Settlement

Facility’s failure to report the payment. In the event the Asbestos Protected Party informs the

Settlement Facility that it disagrees with the Settlement Facility’s decision not to report a claim

paid by the Settlement Facility, the Settlement Facility shall promptly report the payment to

CMS. All documentation relied upon by the Settlement Facility in making a determination that a



- 28 -

payment did not have to be reported to CMS shall be maintained for a minimum of six years

following such determination. The Asbestos Protected Parties shall keep any information and

documents received from the Settlement Facility pursuant to this Section 4.12(d) confidential

and shall not use such information for any purpose other than meeting obligations under MSPA

and/or MMSEA.

(e) As long as the Settlement Facility is required to act as a reporting agent for

any Asbestos Protected Party pursuant to Section 4.12(a) above, the Settlement Facility shall

make the reports and provide the certifications required by Section 4.12(a) and (b) above until

such time as the Asbestos Protected Party shall determine, in its reasonable judgment, that it has

no further legal obligation under MMSEA or otherwise to report any settlements, resolutions,

payments, or liquidation determinations made by the Settlement Facility or contributions to the

Settlement Facility. Furthermore, following any permitted cessation of reporting, or if reporting

has not previously commenced due to the satisfaction of one or more of the conditions set forth

in Section 4.12(a) above, and if the Asbestos Protected Party reasonably determines, based on

subsequent legislative, administrative, regulatory, or judicial developments, that reporting is

required, then the Settlement Facility shall promptly perform its obligations under Section

4.12(a) and (b) above.

(f) Section 4.12(a) above is intended to be purely prophylactic in nature, and

does not imply, and shall not constitute an admission, that any Asbestos Protected Party is, in

fact, an “applicable plan” within the meaning of MMSEA, or that any Asbestos Protected Party

has a legal obligation to report any actions undertaken by the Settlement Facility or contributions

to the Settlement Facility under MMSEA or any other statute or regulation.



- 29 -

(g) In the event that CMS concludes that reporting done by the Settlement

Facility in accordance with Section 4.12(a) above 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

Settlement Facility or any of the Asbestos Protected Parties a concern with respect to the

sufficiency or timeliness of such reporting, or there appears to an Asbestos Protected Party a

reasonable basis for a concern with respect to the sufficiency or timeliness of such reporting or

non-reporting based upon the information received pursuant to Section 4.12(b), (c) or (d) above,

or other credible information, then each Asbestos Protected Party shall have the right to submit

its own reports to CMS under MMSEA, and the Settlement Facility shall provide in a timely

manner to any Asbestos Protected Party that elects to file its own reports such information as the

electing Asbestos Protected Party may require in order to comply with MMSEA, including,

without limitation, the full reports filed by the Settlement Facility pursuant to Section 4.12(a)

above without any redactions. Such Asbestos Protected Party shall keep any information it

receives from the Settlement Facility pursuant to this Section 4.12(g) confidential and shall not

use such information for any purpose other than meeting obligations under MSPA and/or

MMSEA.

(h) Notwithstanding any other provision hereof, if the Settlement Facility is

required to act as a reporting agent for any of the Asbestos Protected Parties pursuant to the

provisions contained herein, then such Asbestos Protected Parties shall take all steps necessary

and appropriate as required by CMS to permit any reports contemplated by this Section 4.12 to

be filed. Furthermore, until an Asbestos Protected Party provides the Settlement Facility with

any necessary information regarding that Asbestos Protected Party’s identifying information that

may be required by CMS’s Coordination of Benefits Contractor to effectuate reporting, the



- 30 -

Settlement Facility shall have no obligation to report under Section 4.12(a) above with respect to

any such entity that has not provided such information and the Settlement Facility shall have no

indemnification obligation under Subsection (j) of this Section 4.12 to such Asbestos Protected

Party for any penalty, interest, or sanction that may arise solely on account of the Asbestos

Protected Party’s failure to timely provide such information to the Settlement Facility in

response to a timely request by the Settlement Facility for such information.

(i) The Trustee shall obtain prior to remittance of funds to claimants’ counsel

or to the claimant, if pro se, in respect of any Claim a 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 MSPA in connection with, or relating to, such Claim which

certification shall acknowledge that the Asbestos Protected Parties also are beneficiaries of such

certification. The Settlement Facility shall provide a quarterly certification of its compliance

with the terms of the immediately preceding sentence to the party designated in writing by each

Asbestos Protected Party for which the Settlement Facility is required to act as reporting agent,

and shall permit reasonable audits by such Asbestos Protected Parties, no more often than

quarterly, to confirm the Settlement Facility’s compliance with this Section 4.12(i) during which

Asbestos Protected Party may request copies of claimant certifications. For the avoidance of

doubt, the Settlement Facility shall be obligated to comply with the requirements of this Section

4.12(i) regardless of whether an Asbestos Protected Party elects to file its own reports under

MMSEA pursuant to Section 4.12(g) above. The Asbestos Protected Parties shall keep any

information and documents received from the Settlement Facility pursuant to this Section 4.12(i)

confidential and shall not use such information for any purpose other than meeting obligations

under MSPA and/or MMSEA.



- 31 -

(j) Except as expressly provided elsewhere in this Settlement Facility

Agreement, the Settlement Facility shall defend, indemnify, and hold harmless an Asbestos

Protected Party with respect to any Claim against such Asbestos Protected Party in respect of

Medicare claims reporting and payment obligations in connection with Claims, including any

obligations owing or potentially owing under MMSEA or MSPA in connection therewith, or

relating thereto and any penalty, interest, or sanction. The foregoing indemnification obligation

of the Settlement Facility is a direct obligation of the Settlement Facility and is not subject to

application of any payment percentage or other reduction.

SECTION V


5.1 Members. The CAC shall consist of nine (9) members, who shall initially be the

persons named on the signature page hereof.

5.2 Duties. The members of the CAC shall serve in a fiduciary capacity representing

all holders of present Claims. The Trustee must consult with the CAC on matters identified in

Section 2.2(e) above and in other provisions herein, and must obtain the consent of the CAC on

matters identified in Section 2.2(f) above. Where provided in the CRP, certain other actions by

the Trustee are also subject to the consent of the CAC.

5.3 Term of Office.

(a) The initial members of the CAC appointed in accordance with Section 5.1

above shall serve staggered terms of three (3), four (4), or five (5) years shown on the signature

pages hereof. Thereafter, each term of office shall be five (5) years. Each member of the CAC

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



- 32 -

term as provided above, or (v) the termination of the Settlement Facility pursuant to Section 7.2

below.

(b) A member of the CAC may resign at any time by written notice to the

other members of the CAC, the Trustee 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 CAC may be removed only by the Bankruptcy Court and

only in the event that he or she becomes unable to discharge his or her duties hereunder due to

accident, physical deterioration, mental incompetence, or engages in 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 shall be made at the recommendation of the remaining members of the CAC with

the approval of the Bankruptcy Court.

5.4 Appointment of Successor.

(a) If, prior to the termination of service of a member of the CAC 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 CAC, such individual shall be his or her successor. Prior to the expiration of a

term, a member of the CAC may reappoint himself or herself as a successor. If such member of

the CAC did not reappoint himself or herself or 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 CAC did not reappoint himself or

herself or 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



- 33 -

above or (ii) he or she is removed pursuant to Section 5.3(c) above, his or her successor shall be

appointed by a majority of the remaining members of the CAC or, if such members cannot agree

on a successor, the Bankruptcy Court. Nothing in this Agreement shall prevent the

reappointment of an individual serving as a member of the CAC for an additional term or terms,

and there shall be no limit on the number of terms that a CAC member may serve.

(b) Each successor CAC member shall serve until the earlier of (i) the end of

the full term of five (5) years for which he or she was appointed if his or her immediate

predecessor member of the CAC completed his or her term, (ii) the end of the term of the

member of the CAC 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 Settlement

Facility pursuant to Section 7.2 below.

5.5 CAC’s Employment of Professionals.

(a) The CAC may but is not required to retain and/or consult counsel,

accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and

such other parties deemed by the CAC to be qualified as experts on matters submitted to the

CAC (the “CAC Professionals”). The CAC and the CAC Professionals shall at all times have

complete access to the Settlement Facility’s officers, employees and agents, as well as to the

Settlement Facility Professionals, and shall also have complete access to all non-privileged

information generated by them or otherwise available to the Settlement Facility or the Trustee

provided that the provision of any information by the Settlement Facility Professionals to the

CAC or the CAC Professionals shall not constitute a waiver of any applicable privilege, and that

the information provided to the CAC members shall not provide them an unfair advantage in



- 34 -

filing Claims compared to other claimants’ counsel. In the absence of gross negligence, the

written opinion of or information provided by any CAC Professional or Settlement Facility

Professional deemed by the CAC to be qualified as an expert on the particular matter submitted

to the CAC shall be full and complete authorization and protection in support of any action taken

or not taken by the CAC in good faith and in accordance with the written opinion of or

information provided by the CAC Professional or Settlement Facility Professional.

(b) The Settlement Facility shall promptly reimburse the CAC for, or pay

directly if so instructed, all reasonable fees and costs associated with the CAC’s employment of

legal counsel and, if the CAC deems necessary, a claims forecasting expert, pursuant to Section

5(a) hereof in connection with the CAC’s performance of its duties hereunder.

(c) The Settlement Facility shall promptly reimburse the CAC for, or pay

directly if so instructed, all reasonable fees and costs associated with the CAC’s employment of

any other CAC Professional pursuant to Section 5(a) hereof in connection with the CAC’s

performance of its duties hereunder; provided, however, that (i) the CAC has first submitted to

the Settlement Facility a written request for such reimbursement setting forth the reasons (A)

why the CAC desires to employ such CAC Professional, and (B) why the CAC cannot rely on

Settlement Facility Professionals to meet the need of the CAC for such expertise or advice, and

(ii) the Settlement Facility has approved the CAC’s request for reimbursement in writing. If the

Settlement Facility agrees to pay for the CAC Professional, such reimbursement shall be treated

as a Settlement Facility expense. If the Settlement Facility declines to pay for the CAC

Professional, it must set forth its reasons for so doing in writing. If the CAC still desires to

employ the CAC Professional at the Settlement Facility’s expense, the CAC and/or the Trustee

shall resolve their dispute pursuant to Section 7.13 below.



- 35 -

5.6 Compensation and Expenses of the CAC.

The members of the CAC shall receive no compensation from the Settlement Facility for

their services as CAC members. The Settlement Facility shall promptly reimburse the members

of the CAC for, or pay directly if so instructed, all reasonable out-of-pocket costs and expenses

incurred in connection with the performance of their duties hereunder. Such reimbursement or

direct payment shall be deemed a Settlement Facility expense. The Settlement Facility shall

include a description of the amounts paid under this Section 5.6 in the Annual Report to be filed

with the Bankruptcy Court and provided to the FCR and the CAC pursuant to Section 2.2(c)(i).

5.7 Procedures for Consultation with and Obtaining the Consent of the CAC.

(a) Consultation Process.

(i) In the event the Trustee is required to consult with the CAC

pursuant to Section 2.2(e) above or on other matters as provided herein, the Trustee shall

provide the CAC 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 Trustee shall also provide the CAC with such reasonable access to the Settlement Facility

Professionals and other experts retained by the Settlement Facility and its staff (if any) as the

CAC may reasonably request during the time when the Trustee is considering such matter, and

shall also provide the CAC the opportunity, at reasonable times and for reasonable periods of

time, to discuss and comment on such matter with the Trustee.

(ii) In determining when to take definitive action on any matter subject

to the consultation procedures set forth in this Section 5.7(a), the Trustee shall take into

consideration the time required for the CAC, if its members so wish, to engage and consult with

its own independent advisor(s) as to such matter. In any event, the Trustee shall not take



- 36 -

definitive action on any such matter until at least thirty (30) days after providing the CAC with

the initial written notice that such matter is under consideration by the Trustee, unless such time

period is waived by the CAC.

(b) Consent Process.

(i) In the event the Trustee is required to obtain the consent of the

CAC pursuant to Section 2.2(f) above, the Trustee shall provide the CAC with a written notice

stating that its consent is being sought pursuant to that provision, describing in detail the nature

and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the

Trustee desires to take such action. The Trustee shall provide the CAC as much relevant

additional information concerning the proposed action as is reasonably practicable under the

circumstances. The Trustee shall also provide the CAC with such access to the Settlement

Facility Professionals and other experts retained by the Settlement Facility and its staff (if any)

as the CAC may reasonably request during the time when the Trustee is considering such action,

and shall also provide the CAC the opportunity, at reasonable times and for reasonable periods of

time, to discuss and comment on such action with the Trustee.

(ii) The CAC must consider in good faith and in a timely fashion any

request for its consent by the Trustee, and must in any event advise the Trustee in writing of its

consent or its objection to the proposed action within thirty (30) days of receiving the original

request for consent from the Trustee. The CAC may not withhold its consent unreasonably. If

the CAC decides to withhold its consent, it must explain in detail its objections to the proposed

action. If the CAC does not advise the Trustee in writing of its consent or its objections to the

action within thirty (30) days of receiving notice regarding such request, the CAC’s consent to

the proposed actions shall be deemed to have been affirmatively granted.



- 37 -

(iii) If, after following the procedures specified in this Section 5.7(b),

the CAC continues to object to the proposed action and to withhold its consent to the proposed

action, the Trustee and the CAC shall resolve their dispute pursuant to Section 7.13. However,

the burden of proof with respect to the reasonableness of the CAC’s objection and withholding

of its consent shall be on the CAC.

(iv) The procedures specified in this Section 5.7(b) shall apply to

disputes regarding changes in the Maximum Annual Payment and the Maximum Settlement

Values for which the consent of the CAC is required pursuant to Section 2.3 of the CRP.

SECTION VI

THE FUTURE CLAIMANTS’ REPRESENTATIVE

6.1 Duties. The initial FCR shall be the individual identified on the signature pages

hereto. He shall serve in a fiduciary capacity, representing the interests of the holders of future

Claims for the purpose of protecting the rights of such persons. The Trustee must consult with

the FCR on matters identified in Section 2.2(e) above and on certain other matters provided

herein, and must obtain the consent of the FCR on matters identified in Section 2.2(f) above.

Where provided in the CRP, certain other actions by the Trustee are also subject to the consent of

the FCR.

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 Settlement Facility pursuant to Section 7.2 below.



- 38 -

(b) The FCR may resign at any time by written notice to the Trustee. 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 only be removed by the Bankruptcy Court, and only in the

event he or she becomes unable to discharge his or her duties hereunder due to accident, physical

deterioration, mental incompetence, or engages in 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.

6.3 Appointment of Successor. A vacancy caused by death or resignation shall be

filled with an individual nominated by the resigning or deceased FCR prior to the effective date

of the resignation or the death, and a vacancy caused by removal of the FCR shall be filled with

an individual nominated by the Trustee in consultation with the CAC, subject, in each case, to

the approval of the Bankruptcy Court. With respect to a vacancy caused by death or resignation,

if the resigning or deceased FCR did not nominate an individual to fill the vacancy prior to the

effective date of the resignation or the date of death, the vacancy shall be filled with an

individual nominated by the Trustee in consultation with the CAC, subject to the approval of the

Bankruptcy Court.

6.4 Future Claimants’ Representative’s Employment of Professionals.

(a) The FCR may, but is not required to, retain and/or consult counsel,

accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and

such other parties deemed by the FCR to be qualified as experts on matters submitted to the FCR

(the “FCR Professionals”). The FCR and the FCR Professionals shall at all times have complete

access to the Settlement Facility’s officers, employees and agents, as well as to the Settlement



- 39 -

Facility Professionals, and shall also have complete access to all non-privileged information

generated by them or otherwise available to the Settlement Facility or the Trustee provided that

any information provided by the Settlement Facility Professionals shall not constitute a waiver of

any applicable privilege. In the absence of gross negligence, the written opinion of or information

provided by any FCR Professional or Settlement Facility Professional deemed by the FCR to be

qualified as an expert on the particular matter submitted to the FCR shall be full and complete

authorization and protection in support 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

Settlement Facility Professional.

(a) The Settlement Facility shall promptly reimburse the FCR for, or pay

directly if so instructed, all reasonable fees and costs associated with the FCR’s employment of

legal counsel and, if the FCR deems necessary, a claims forecasting expert, pursuant to Section

6(a) hereof in connection with the FCR’s performance of his or her duties hereunder.

(b) The Settlement Facility shall also promptly reimburse the FCR for, or pay

directly if so instructed, all reasonable fees and costs associated with the FCR’s employment of

any other FCR Professionals pursuant to Section 6(a) hereof in connection with the FCR’s

performance of his or her duties hereunder; provided, however, that (i) the FCR has first

submitted to the Settlement Facility a written request for such reimbursement setting forth the

reasons (A) why the FCR desires to employ the FCR Professional, and (B) why the FCR cannot

rely on Settlement Facility Professionals to meet the need of the FCR for such expertise or

advice, and (ii) the Settlement Facility has approved the FCR’s request for reimbursement in

writing. If the Settlement Facility agrees to pay for the FCR Professional, such reimbursement

shall be treated as a Settlement Facility expense. If the Settlement Facility declines to pay for the



- 40 -

FCR Professional, it must set forth its reasons in writing. If the FCR still desires to employ the

FCR Professional at the Settlement Facility’s expense, the FCR and the Trustee shall resolve

their dispute pursuant to Section 7.13 below.

6.5 Compensation and Expenses of the Future Claimants’ Representative. The

FCR shall receive compensation from the Settlement Facility in the form of payment at the

FCR’s normal hourly rate for services performed. The Settlement Facility shall 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 Settlement Facility expense. The Settlement Facility 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 CAC pursuant to Section 2.2(c)(i).

6.6 Procedures for Consultation with and Obtaining the Consent of the Future

Claimants’ Representative.

(a) Consultation Process.

(i) In the event the Trustee is required to consult with the FCR

pursuant to Section 2.2(e) above or on any other matters specified herein, the Trustee shall

provide the 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 Trustee shall also provide the FCR with such access to the Settlement Facility Professionals

and other experts retained by the Settlement Facility and its staff (if any) as the FCR may

reasonably request during the time when the Trustee is considering such matter, and shall also

provide the FCR the opportunity, at reasonable times and for reasonable periods of time, to

discuss and comment on such matter with the Trustee.



- 41 -

(ii) In determining when to take definitive action on any matter subject

to the consultation process set forth in this Section 6.6(a), the Trustee shall take into

consideration the time required for the FCR, if he or she so wishes, to engage and consult with

his or her own independent advisor(s) as to such matter. In any event, the Trustee shall not take

definitive action on any such matter until at least thirty (30) days after providing the FCR with

the initial written notice that such matter is under consideration by the Trustee, unless such

period is waived by the FCR.

(b) Consent Process.

(i) In the event the Trustee is required to obtain the consent of the FCR

pursuant to Section 2.2(f) above, the Trustee shall provide the FCR with a written notice stating

that his or her consent is being sought pursuant to that provision, describing in detail the nature

and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the

Trustee desires to take such action. The Trustee shall provide the FCR as much relevant

additional information concerning the proposed action as is reasonably practicable under the

circumstances. The Trustee shall also provide the FCR with such access to the Settlement

Facility Professionals and other experts retained by the Settlement Facility and its staff (if any)

as the FCR may reasonably request during the time when the Trustee is considering such action,

and shall also provide the FCR the opportunity, at reasonable times and for reasonable periods of

time, to discuss and comment on such action with the Trustee.

(i) The FCR must consider in good faith and in a timely fashion any

request for his or her consent by the Trustee, and must in any event advise the Trustee in writing

of his or her consent or objection to the proposed action within thirty (30) days of receiving the

original request for consent from the Trustee. The FCR may not withhold his or her consent



- 42 -

unreasonably. If the FCR decides to withhold consent, he or she must explain in detail his or her

objections to the proposed action. If the FCR does not advise the Trustee in writing of his or her

consent or objections to the proposed action within thirty (30) days of receiving the notice from

the Trustee regarding such consent, the FCR’s consent shall be deemed to have been

affirmatively granted.

(c) If, after following the procedures specified in this Section 6.6(b), the FCR

continues to object to the proposed action and to withhold his or her consent to the proposed

action, the Trustee and the FCR shall resolve their dispute pursuant to Section 7.13. However,

the burden of proof with respect to the reasonableness of the FCR’s objection and withholding of

his or her consent shall be on the FCR.

(d) The procedures specified in this Section 6.6(b) shall apply to disputes

regarding changes in the Maximum Annual Payment and the Maximum Settlement Values for

which the consent of the FCR is required pursuant to Section 2.3 of the CRP.

SECTION VII

GENERAL PROVISIONS

7.1 Irrevocability. To the fullest extent permitted by applicable law, the Settlement

Facility is irrevocable.

7.2 Term; Termination.

(a) The term for which the Settlement Facility 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 7.2 below.

(b) The Settlement Facility shall automatically dissolve on the date (the

“Dissolution Date”) ninety (90) days after the first to occur of the following events:



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(i) the date on which the Trustee decides to dissolve the Settlement

Facility because (A) he or she deems it unlikely that new asbestos claims will be filed against the

Settlement Facility, (B) all Claims duly filed with the Settlement Facility have been liquidated

and paid to the extent provided in this Settlement Facility Agreement and the CRP or have been

disallowed by a final non-appealable order, to the extent possible based upon the funds available

through the Plan, and (C) twelve (12) consecutive months have elapsed during which no new

asbestos claim has been filed with the Settlement Facility; or

(ii) if the Trustee has procured and has in place irrevocable insurance

policies and has established claims handling agreements and other necessary arrangements with

suitable third parties adequate to discharge all expected remaining obligations and expenses of

the Settlement Facility in a manner consistent with this Settlement Facility Agreement and the

CRP, 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) to the extent that any rule against perpetuities shall be deemed

applicable to the Settlement Facility, 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.

(c) On the Dissolution Date or as soon as reasonably practicable, after the

wind-up of the Settlement Facility’s affairs by the Trustee and payment of all of the Settlement

Facility’s liabilities have been provided for as required by applicable law, including Section 3808

of the Act, all monies remaining in the Settlement Facility estate shall be given to one or more

organization(s) exempt from federal income tax under section 501(c)(3) of the Internal Revenue

Code, which tax-exempt organization(s) shall be selected by the Trustee using his or her



- 44 -

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, or the relief of

individuals suffering from asbestos-related lung disease or 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 7.2(c) cannot be modified or amended.

(d) Following the dissolution and distribution of the assets of the Settlement

Facility, the Settlement Facility shall terminate and the Trustee shall execute and cause a

Certificate of Cancellation of the Certificate of Trust of the Settlement Facility to be filed in

accordance with the Act. Notwithstanding anything to the contrary contained in this Settlement

Facility Agreement, the existence of the Settlement Facility as a separate legal entity shall

continue until the filing of such Certificate of Cancellation.

7.3 Amendments. The Trustee, after consultation with the CAC and the FCR, and

subject to the consent of both the CAC and the FCR, may modify or amend this Settlement

Facility Agreement and the Settlement Facility Bylaws, so long as the modifications or

amendments do not conflict with the CRP. Section 12.6 of the CRP shall govern amendments to

the CRP and its appendices. Any modification or amendment made pursuant to this Article or

Section 12.6 of the CRP must be done in writing. Notwithstanding anything contained in this

Settlement Facility Agreement or the CRP to the contrary, neither this Settlement Facility

Agreement, the Settlement Facility Bylaws, the CRP, 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) of the Bankruptcy Code to the Plan and the Confirmation

Order, (ii) the efficacy or enforceability of the Asbestos Channeling Injunction or any other



- 45 -

injunction or release issued or granted in favor of any (or all) of Asbestos Protected Parties in

connection with the Plan, or (iii) the Settlement Facility’s qualified settlement fund status under

the QSF Regulations.

7.4 Meetings. The Delaware Trustee shall not be required nor permitted to attend

meetings relating to the Settlement Facility.

7.5 Severability. Should any provision in this Settlement Facility 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 Settlement Facility

Agreement.

7.6 Notices. 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 legal

representative, in each case as provided on such person’s claim form submitted to the Settlement

Facility with respect to his or her Claim.

(a) Any notices or other communications required or permitted hereunder to

the following parties shall be in writing and delivered at the addresses designated below, or sent

by e-mail or facsimile pursuant to the instructions listed below, or mailed by registered or

certified mail, return receipt requested, postage prepaid, addressed as follows, or to such other

address or addresses as may hereafter be furnished in writing to each of the other parties listed

below in compliance with the terms hereof.

To the Settlement Facility through the Trustee:

[_____________]

To the Delaware Trustee:

Wilmington Trust Company 1100 N. Market Street



- 46 -

Wilmington, DE 19890-1625 Attention: Corporate Custody]

To the CAC:

[__________________________________________]

To the FCR:

Joseph W. Grier, III Grier Furr & Crisp, PA 101 North Tryon Street, Suite 1240 Charlotte, NC 28246

To the Reorganized Debtors:

Garlock Sealing Technologies, LLC [__________________________________________]

Garrison Litigation Management Group, Ltd.

[__________________________________________]

OldCo, LLC:

[__________________________________________]

(b) 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 Settlement Facility Agreement

shall be binding upon and inure to the benefit of the Debtors, the Settlement Facility, the Trustee,

and the Reorganized Debtors, and their respective successors and assigns, except that neither the



- 47 -

Debtors, the Settlement Facility, the Trustee, nor the Reorganized Debtors may assign or

otherwise transfer any of its, or their, rights or obligations, if any, under this Settlement Facility

Agreement except, in the case of the Settlement Facility and the Trustee, as contemplated by

Section 2.1 above.

7.8 Limitation on Claim Interests for Securities Laws Purposes. 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 Claim as a result of its satisfaction of such Claim.

7.9 Entire Agreement; No Waiver. The entire agreement of the parties relating to

the subject matter of this Settlement Facility Agreement is contained herein and in the documents

referred to herein, and this Settlement Facility 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 Settlement Facility Agreement are inserted

for convenience only and do not constitute a portion of this Settlement Facility Agreement, nor

in any manner affect the construction of the provisions of this Settlement Facility Agreement.



- 48 -

7.11 Governing Law. This Settlement Facility Agreement shall be governed by, and

construed in accordance with, the laws of the State of Delaware, without regard to Delaware

conflict of law principles.

7.12 Settlors’ Representative and Cooperation. The Debtors are hereby irrevocably

designated as the Settlors, and they are hereby authorized to take any action required of the

Settlors by the Trustee in connection with the Settlement Facility Agreement. The Reorganized

Debtors agree to cooperate in implementing the goals and objectives of this Settlement Facility

Agreement.

7.13 Dispute Resolution. Any disputes arising out of or relating to this Settlement

Facility Agreement or under the CRP among the parties hereto, including disputes about changes

in the Maximum Annual Payment or the Maximum Settlement Values not otherwise subject to

the consent provisions set forth in Section 5.7(b) (in the case of the CAC) or Section 6.6(b) (in

the case of the FCR), 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 or the District Court for a judicial determination of the matter. Any review

conducted by the Bankruptcy Court or the District Court shall be de novo. In any case, if the

dispute arose pursuant to the consent provision set forth in Section 5.7(b) (in the case of the

CAC) or Section 6.6(b) (in the case of the FCR), the burden of proof shall be on the party or

parties who withheld consent to show that the objection was reasonable. 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 or the District

Court. If the Trustee determines that the matter in dispute is exigent and cannot await the



- 49 -

completion of the ADR process, the Trustee shall have the discretion to opt out of the ADR

process altogether at any stage of the process and seek resolution of the dispute in the

Bankruptcy Court or the District Court.

7.14 Enforcement and Administration. The provisions of this Settlement Facility

Agreement and the CRP attached hereto shall be enforced by the Bankruptcy Court and the

District Court pursuant to the Plan. The parties hereby further acknowledge and agree that the

Bankruptcy Court and the District Court shall have exclusive jurisdiction over the settlement of

the accounts of the Trustee and over any disputes hereunder not resolved by ADR in accordance

with Section 7.13 above.

7.15 Effectiveness. This Settlement Facility Agreement shall not become effective

until it has been executed and delivered by all the parties hereto.

7.16 Counterpart Signatures. This Settlement Facility Agreement may be executed

in any number of counterparts, each of which shall constitute an original, but such counterparts

shall together constitute but one and the same instrument.



[Signature Pages to Settlement Facility Agreement]

IN WITNESS WHEREOF, the parties have executed this Settlement Facility Agreement

this _____ day of ________________________, 2016.

GARLOCK SEALING TECHNOLOGIES, LLC By: Title: GARRISON LITIGATION MANAGEMENT GROUP, LTD. By: Title: OLDCO, LLC By: Title:




TRUSTEE

Name:

ASBESTOS CLAIMANTS COMMITTEE

By:

DELAWARE TRUSTEE

By:





Name: Joseph W. Belluck Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: John D. Cooney Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Alan Kellman Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Robert E. Paul Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Perry Weitz Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Perry J. Browder Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Steven Kazan Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Maura Kolb Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

Name: Joseph F. Rice Expiration Date of Initial Term: _____ Anniversary of the date of this Settlement Facility Agreement

FUTURE CLAIMANTS’ REPRESENTATIVE

_____________________________________ Joseph W. Grier, III



EXHIBIT B

Modified Joint Plan - Ex. B


SETTLEMENT FACILITY CLAIMS RESOLUTION PROCEDURES



Table of Contents

Page

1

SECTION 1

DEFINITIONS

1.1 Definitions.......................................................................................................................... 1 1.1(a) “Asbestos Claims Bar Date” ............................................................................... 1 1.1(b) “Bankruptcy Court” ............................................................................................. 2 1.1(c) “Bystander Coltec/GST Product Contact” .......................................................... 2 1.1(d) “Claim” ................................................................................................................ 2 1.1(e) “Claimant” ........................................................................................................... 2 1.1(f) “Claimant Advisory Committee” or “CAC” ....................................................... 2 1.1(g) “Claim Form” ...................................................................................................... 2 1.1(h) “Coltec/GST Product Contact” ............................................................................ 2 1.1(i) “Coltec Products” ................................................................................................ 2 1.1(j) “Contact Group” .................................................................................................. 2 1.1(k) “Direct Claim” ..................................................................................................... 2 1.1(l) “Direct Coltec Product Contact” ......................................................................... 3 1.1(m) “Direct GST Product Contact” ............................................................................ 3 1.1(n) “Entity” ................................................................................................................ 3 1.1(o) “Expedited Claim Review” ................................................................................. 3 1.1(p) “Extraordinary Claim” ......................................................................................... 3 1.1(q) “Extraordinary Claim Review” ........................................................................... 4 1.1(r) “Foreign Claim” .................................................................................................. 4 1.1(s) “Future Claim” .................................................................................................... 4 1.1(t) “Future Claimants’ Representative” or “FCR” ................................................... 4 1.1(u) “GST Product(s)” ................................................................................................ 4 1.1(v) “Indirect Claim” .................................................................................................. 4 1.1(w) “Injured Party” or “IP” ....................................................................................... 4 1.1(x) “Matrix Amount” ................................................................................................. 5 1.1(y) “Maximum Annual Payment” ............................................................................. 5 1.1(z) “Maximum Settlement Values” ........................................................................... 5 1.1(aa) “Other Claims” .................................................................................................... 5 1.1(bb) “Petition Date” ..................................................................................................... 5 1.1(cc) “Pre-Petition Judgment GST Asbestos Claim” ................................................... 5 1.1(dd) “Present Claim” ................................................................................................... 6 1.1(ee) “Related” ............................................................................................................. 6 1.1(ff) “Releasee” ........................................................................................................... 6 1.1(gg) “Secondary Coltec/GST Product Contact” .......................................................... 6 1.1(hh) “Settled Claims Bar Date” ................................................................................... 6 1.1(ii) “Settled GST Asbestos Claim” ............................................................................ 6 1.1(jj) “Trust” ................................................................................................................. 7 1.1(kk) “Trustee” .............................................................................................................. 7 1.1(ll) “United States” .................................................................................................... 7



Table of Contents (continued)

Page

2

SECTION 2

OVERVIEW

2.1 CRP Goals .......................................................................................................................... 7 2.2 Compensable Diseases ....................................................................................................... 8 2.3 Trustee’s Determination of Maximum Settlement Values, Medical Information

Factors and Maximum Annual Payment............................................................................ 8 2.4 Trust Claims Payment Ratio ............................................................................................ 11

SECTION 3

ORDERING AND PROCESSING OF CLAIMS

3.1 Establishment of the FIFO Processing Queue ................................................................. 13 3.2 Processing of Claims........................................................................................................ 13 3.3 Payment of Claims ........................................................................................................... 13 3.4 Same Day Liquidation ..................................................................................................... 14 3.5 Resolution of Settled GST Asbestos Claims and Pre-Petition Judgment GST

Asbestos Claims ............................................................................................................... 14

SECTION 4

OTHER CLAIM ISSUES

4.1 Deceased or Incompetent Claimant ................................................................................. 16 4.2 Hardship Claims............................................................................................................... 17 4.3 Second Disease (Malignancy) Claims ............................................................................. 17 4.4 Conspiracy Theories ........................................................................................................ 18 4.5 Foreign Claims ................................................................................................................. 18 4.6 Worker’s Compensation Claims ...................................................................................... 18

SECTION 5

EFFECT OF STATUTES OF LIMITATIONS AND REPOSE AND ASBESTOS CLAIMS BAR DATE

5.1 Time-Barred Claims......................................................................................................... 19 5.2 Filing Deadline for Claims Subject to Bar Date .............................................................. 19 5.3 Filing Deadline for Claims Not Subject to an Asbestos Claims Bar Date ....................... 20




Page

3

SECTION 6

SETTLEMENT REVIEW PROCESS

6.1 Claimant’s Choice of Expedited Claim or Extraordinary Claim Review ........................ 20 6.2 Expedited Claim Review and Extraordinary Claim Review Distinguished .................... 20 6.3 Payment of Claims Accepting Settlement Offers ............................................................ 21 6.4 Submission Requirements ................................................................................................ 21 6.5 Threshold Requirements for All Claimants ..................................................................... 21 6.6 Medical Requirements for All Claimants ........................................................................ 22 6.7 Coltec/GST Product Contact Requirement for All Claimants ......................................... 25

6.7(a) Coltec/GST Product Contact ............................................................................. 25 6.7(b) Documentation of Coltec/GST Product Contact ............................................... 26 6.7(c) Site List Limitations .......................................................................................... 27

6.8 Additional Documentation and Information for Extraordinary Claim Review ............... 27 6.8(a) Requirement to Identify Other Claims .............................................................. 27 6.8(b) Information Required About Other Claims ....................................................... 28 6.8(c) Authorization for Release of Information ......................................................... 28 6.8(d) Attorney or Claimant Certification .................................................................... 29 6.8(e) Individual Claimant Certification ...................................................................... 29

6.9 Releases............................................................................................................................ 29

SECTION 7

RELIABILITY OF CLAIM INFORMATION

7.1 Reliable Information ........................................................................................................ 30

. 7.2 Copies .............................................................................................................................. 30 7.3 Unreliable Information..................................................................................................... 31

SECTION 8

CLAIM FORMS AND FEES

8.1 Claim Forms..................................................................................................................... 31 8.2 Claim Fees ....................................................................................................................... 32

SECTION 9

DEFERRALS, WITHDRAWALS, ARBITRATION AND LITIGATION

9.1 Deferrals and Deficiencies ............................................................................................... 32 9.2 Withdrawals ..................................................................................................................... 33




Page

4

9.3 Establishment of ADR Procedures .................................................................................. 33 9.4 Claims Eligible for Arbitration ........................................................................................ 34 9.5 Limitations on and Payment of Arbitration Awards ........................................................ 34 9.6 Suits in the Tort System ................................................................................................... 35 9.7 Payment of Judgments for Money Damages ................................................................... 35 9.8 Punitive Damages ............................................................................................................ 36

SECTION 10

INDIRECT CLAIMS

10.1 Indirect Claims ................................................................................................................. 36 10.2 Presumptively Valid Indirect Coltec/GST Asbestos Claims ........................................... 37

10.2(a) Not Disallowed .................................................................................................. 37 10.2(b) Payment of and Release by Direct Claimant ..................................................... 37 10.2(c) Establishing Indirect Claim ............................................................................... 37

10.3 Otherwise Valid Indirect Claims ..................................................................................... 38 10.4 Processing and Payment of Indirect Claims .................................................................... 38

SECTION 11

AUDITS

11.1 Audit Program .................................................................................................................. 39 11.2 Inconsistent Information .................................................................................................. 39 11.3 Fraud ................................................................................................................................ 40

SECTION 12

MISCELLANEOUS

12.1 Medicare .......................................................................................................................... 40 12.2 Insurance Document Requests ......................................................................................... 41 12.3 Confidentiality of Claimant Submissions ........................................................................ 42 12.4 No Attorney Necessary .................................................................................................... 42 12.5 Consent and Consultation Procedures ............................................................................. 42 12.6 Amendments .................................................................................................................... 43 12.7 Severability ...................................................................................................................... 44 12.8 Governing Law ................................................................................................................ 44 12.9 Relation to Other Plan Documents .................................................................................. 44



SETTLEMENT FACILITY CLAIMS RESOLUTION PROCEDURES

These Claims Resolution Procedures (“CRP”) were adopted as part of the Modified Joint

Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC, Proposed

Successor by Merger to Coltec Industries Inc (the “Plan”). They set forth the requirements that

Claimants must meet to receive payments from the GST Settlement Facility (the “Settlement

Facility”). The Asbestos Trustee (the “Trustee”) will administer these CRP consistent with the

terms set forth herein and the terms of the Plan and the Asbestos Trust Agreement (the

“Settlement Facility Agreement”). The Settlement Facility expressly assumes all liabilities and

responsibilities for the Claims, as defined below, and the Reorganized Debtors shall have no

further financial or other responsibility or liability therefor.

Section 1

Definitions

1.1 Definitions The following defined terms apply. All capitalized terms used but not

defined here shall have the meanings given to such terms in the Plan.

1.1(a) “Asbestos Claims Bar Date” means, as applicable, either (a) October 6,

2015, the date by which, as ordered by the Bankruptcy Court, unliquidated GST Asbestos

Claimants with diagnoses of asbestos-related diseases pre-dating August 1, 2014 must have filed

a claim with the Bankruptcy Court to avoid the risk of being barred from asserting claims against

the Debtors or (b) ____________, 2016, the date by which, as ordered by the Bankruptcy Court,

unliquidated Coltec Asbestos Claimants (who are not GST Asbestos Claimants) with diagnoses

of asbestos-related diseases pre-dating August 1, 2014 must have filed a claim with the

Bankruptcy Court to avoid the risk of being barred from asserting claims against Coltec.



2

1.1(b) “Bankruptcy Court” means the United States Bankruptcy Court for the

Western District of North Carolina.

1.1(c) “Bystander Coltec/GST Product Contact” means the Injured Party’s

performance of job duties on a regular basis in close proximity to a worker who is performing

activities that qualify as Direct Coltec Product Contact or Direct GST Product Contact in a time

frame that is reasonably contemporaneous.

1.1(d) “Claim” means a Direct Claim or an Indirect Claim.

1.1(e) “Claimant” means an Entity asserting a Claim.

1.1(f) “Claimant Advisory Committee” or “CAC” means a committee

established pursuant to the Settlement Facility Agreement to represent the interests of holders of

present Coltec Asbestos Claims and holders of present GST Asbestos Claims.

1.1(g) “Claim Form” means the information and documents that the Claimant is

required to submit to the Settlement Facility to initiate processing of his or her Claim.

1.1(h) “Coltec/GST Product Contact” means Direct Coltec Product Contact,

Direct GST Product Contact, Bystander Coltec/GST Product Contact and Secondary Coltec/GST

Product Contact or any combination of the four.

1.1(i) “Coltec Products” means asbestos-containing products supplied or

manufactured by Coltec.

1.1(j) “Contact Group” means one or more of the five contact groups to which

an Injured Party is assigned pursuant to the provisions of Appendix I hereto.

1.1(k) “Direct Claim” means a claim asserted by a person seeking a remedy for

personal injury or wrongful death caused by exposure to asbestos fibers or dust in Coltec

Products and/or GST Products that is channeled to the Settlement Facility.



3

1.1(l) “Direct Coltec Product Contact” means the Injured Party’s hands-on

performance of one of the following workplace activities on a regular basis: (a) grinding,

scraping or wire brushing of asbestos gaskets contained in a Coltec Product in the removal

process; (b) cutting individual gaskets from asbestos sheet material for installation in a Coltec

Product; or (c) cutting or removal of asbestos packing contained within a Coltec Product.

1.1(m) “Direct GST Product Contact” means the Injured Party’s hands-on

performance of one of the following workplace activities on a regular basis: (a) grinding,

scraping or wire brushing of Garlock asbestos gaskets in the removal process; (b) cutting

individual gaskets from Garlock asbestos sheet material; or (c) cutting or removal of Garlock

asbestos packing. The Bankruptcy Court found that these activities cause the release of asbestos

fibers or dust from Garlock Products, many of which products were encapsulated and therefore

were not friable and did not release asbestos fibers or dust on contact unless ground, scraped,

brushed or cut.

1.1(n) “Entity” means any person, individual, corporation, limited liability

company, partnership, association, joint stock company, joint venture, estate, trust,

unincorporated organization, the Bankruptcy Administrator or any governmental unit or any

political subdivision thereof.

1.1(o) “Expedited Claim Review” means the process for determining Matrix

Amounts (settlement offers for qualified Claimants) as set forth in Appendix I to these CRP.

1.1(p) “Extraordinary Claim” means a malignant Claim that meets the

exposure and medical criteria set forth in Appendix I and that is with respect to an Injured Party

who credibly documents (a) a history of extraordinary Coltec/GST Product Contact with little or



4

no exposure to asbestos from other Entities’ products and (b) there has not been and there is little

likelihood of a substantial recovery elsewhere.

1.1(q) “Extraordinary Claim Review” means the process for determining

Matrix Amounts (settlement offers for qualified Claimants) as set forth in Appendix II to these

CRP.

1.1(r) “Foreign Claim” means a Claim based on alleged exposure to asbestos

fibers or dust from Coltec Products and/or GST Products that occurred outside of the United

States and its territories and possessions with respect to Injured Parties who are not United States

citizens or permanent residents.

1.1(s) “Future Claim” means a Claim based on a medical diagnosis dated after

the Effective Date.

1.1(t) “Future Claimants’ Representative” or “FCR” means Joseph W. Grier,

III (or any duly appointed successor), who was appointed to represent the interests of holders of

Future Coltec Asbestos Claims in the Order [details to come] and holders of Future GST

Asbestos Claims in the Order Granting Debtors’ Motion for Appointment of Joseph W. Grier, III

as Future Asbestos Claimants’ Representative [Docket No. 512].

1.1(u) “GST Product(s)” means asbestos-containing products supplied or

manufactured by GST.

1.1(v) “Indirect Claim” means a claim that is asserted as a third-party

indemnification, contribution, subrogation or similar claim by an Entity that has paid the Holder

of a Direct Claim to which the Settlement Facility would otherwise have had an obligation.

1.1(w) “Injured Party” or “IP” means the individual whose alleged injury is

the subject of the Claim.



5

1.1(x) “Matrix Amount” means the settlement offer determined under

Expedited Claim Review or Extraordinary Claim Review.

1.1(y) “Maximum Annual Payment” means the amount of cash allocated by

the Trustee, pursuant to the provisions of Section 2.3 hereof, to each year of the life of the

Settlement Facility to achieve the goal of paying settlement amounts to holders of Present and

Future Claims that are as equal as possible.

1.1(z) “Maximum Settlement Values” means the maximum settlement values

set forth in the chart in Appendix I for the five Contact Groups.

1.1(aa) “Other Claims” means claims for compensation against Entities other

than OldCo, LLC, successor by merger to Coltec Industries Inc (“Coltec”), Garlock Sealing

Technologies LLC (“GST”) or Garrison Litigation Management Group, Ltd. (“GLM”) that relate

directly or indirectly to the alleged injuries that are the subject of a Claim.

1.1(bb) “Petition Date” means June 5, 2010.

1.1(cc) “Pre-Petition Judgment GST Asbestos Claim” means a Claim against a

Debtor evidenced by a written judgment entered before the Petition Date that was not yet subject

to a Final Order as of the Confirmation Date and was timely filed by the applicable Asbestos

Claims Bar Date, which Claim is listed on Appendix VII. If the holder of a Claim against a

Debtor evidenced by a written judgment entered before the Petition Date that was not yet subject

to a Final Order as of the Confirmation Date failed to submit such Claim to the Bankruptcy

Court prior to the applicable Asbestos Claims Bar Date but obtains relief from the Bankruptcy

Court for the Claim to be deemed timely filed, then such Claim shall be added to Appendix VII

and included within the definition of a Pre-Petition Judgment GST Asbestos Claim.



6

1.1(dd) “Present Claim” means a Claim based on a medical diagnosis dated on or

prior to the Effective Date.

1.1(ee) “Related” means, with respect to a Coltec Asbestos Claim and/or a GST

Asbestos Claim, all Coltec Asbestos Claims and GST Asbestos Claims based on a particular

Injured Party’s injury (such as Claims by the Injured Party, his or her estate, and family members

for loss of consortium, wrongful death, or similar related Claims).

1.1(ff) “Releasee” means any entity or person released under the form of

Settlement Release attached hereto as Appendix III.

1.1(gg) “Secondary Coltec/GST Product Contact” means regular contact with

asbestos fibers or dust from Coltec Products and/or GST Products through contact with someone

who had Direct Coltec Product Conduct, Direct GST Product Contact or Bystander Coltec/GST

Product Contact. The Claimant must demonstrate that the occupationally exposed person

experienced Direct Coltec Product Contact, Direct GST Product Contact or Bystander

Coltec/GST Product Contact.

1.1(hh) “Settled Claims Bar Date” means September 30, 2014, the date by

which, as ordered by the Bankruptcy Court, Settled GST Asbestos Claims must have filed a

claim with the Bankruptcy Court to avoid the risk of being barred from asserting such claims

against the Debtors.

1.1(ii) “Settled GST Asbestos Claim” means a Claim based on a settlement

agreement listed on Appendix VI marked as liquidated (a Claim as to which the holder and the

Debtors agree that the applicable settlement agreement is enforceable) or disputed (a Claim as to

which the holder and the Debtors disagree as to the enforceability of the settlement agreement).

All Settled GST Asbestos Claims listed on Appendix VI were filed by the Settled Claims Bar



7

Date or were identified as undisputed in the Debtors’ [filed Plan] schedules. If the holder of a

Claim that, as of the Petition Date, was subject to a settlement agreement enforceable under

applicable law between GST and the holder of such Claim, failed to submit such Claim to the

Bankruptcy Court prior to the Settled Claims Bar Date but obtains relief from the Bankruptcy

Court for such Claim to be deemed timely filed, then such Claim shall be added to Appendix VI

and included within the definition of Settled GST Asbestos Claim.

1.1(jj) “Trust” means a post-confirmation organization established pursuant to a

plan of reorganization under the Bankruptcy Code to assume and pay the asbestos-related

liability of a debtor.

1.1(kk) “Trustee” means the trustee for the Settlement Facility identified in the

Settlement Facility Agreement (or any duly appointed successor).

1.1(ll) “United States” means the United States of America and its political

subdivisions, including states, territories, commonwealths, possessions, and now-existing

compacts of free association (namely, those with the Federated States of Micronesia, the

Marshall Islands, and Palau), as well as all ships and vessels of the United States Navy, the

United States Coast Guard, or any other branch of the armed services of the United States of

America.

Section 2

Overview

2.1 CRP Goals. The CRP are designed and shall be implemented by the Trustee to

the best of his or her ability to (a) generate settlement offers to Claimants that are fair,

expeditious and properly reflective of the injuries allegedly caused to the Injured Parties by

exposure to asbestos fibers or dust from Coltec Products or GST Products, many of which were



8

encapsulated and (b) ensure that over the life of the Settlement Facility, Present and Future

Claims are treated fairly and equitably in all matters, including the payment of settlement

amounts from the Settlement Facility that are as equal as possible. Subject to Section 4.3 hereof,

the holder of a Claim may only seek compensation from the Settlement Facility for one Claim

with respect to an Injured Party, regardless of whether the Injured Party was exposed to both

Coltec Products and GST Products.

2.2 Compensable Diseases. These CRP compensate the following diseases:

malignant mesothelioma, asbestos-related cancers (lung, colo-rectal, laryngeal, esophageal,

pharyngeal, or stomach), severe asbestosis, disabling asbestosis, and non-disabling asbestosis.

To be compensated, Claimants must satisfy medical requirements for their particular disease and

credibly demonstrate that they were exposed to asbestos fibers or dust from Coltec Products or

GST Products. If the medical and exposure requirements are satisfied, then the amount that the

Claimant is eligible to receive (the Matrix Amount) is determined through the use of published

and objective formulas in Appendix I (Expedited Claim Review) and Appendix II (Extraordinary

Claim Review), based on the individual characteristics of the Injured Party, such as occupation,

industry, disease, age, life status, number of dependents, economic loss, duration of exposure to

asbestos in Coltec Products and/or GST Products, jurisdiction (in the case of Present Claims),

and law firm (in the case of Present Claims).

2.3 Trustee’s Determination of Maximum Settlement Values, Medical

Information Factors and Maximum Annual Payment. The ACC and the FCR previously

agreed to preliminary Maximum Settlement Values and Medical Information Factors for

disclosure statement purposes only. Before any payment is made, however, the Trustee shall, in

a prudent and conservative manner, independently determine the Maximum Settlement Values



9

and Medical Information Factors, in addition to determining the Maximum Annual Payment,

recognizing in all cases the express goal of these CRP that, over the life of the Settlement

Facility, Present and Future Claims are to be treated fairly and equitably in all matters, including

the payment of settlement amounts from the Settlement Facility that are as equal as possible.

The Medical Information Factor for malignant mesothelioma shall in no instance be less than 1.

In determining the Maximum Settlement Values, the Medical Information Factors and the

Maximum Annual Payment, the Trustee shall consult with the FCR and the CAC and consider,

among other things, the number and disease types of Present Claims, the number of Present

Claims that are time-barred, the projected number and disease types of Future Claims, the

available fund to pay Settled GST Asbestos Claims, the Pre-Petition Judgment GST Asbestos

Claims, the Claims Payment Ratio, the value and liquidity of assets then available to the

Settlement Facility for the payment of Claims, anticipated future returns on such assets, all

anticipated administrative and legal expenses, an appropriate reserve to allow for unexpected

Claims and possible forecasting errors, and any other material matters that are reasonably likely

to affect the sufficiency of funds to provide equal treatment to all holders of Present and Future

Claims. In addition, in setting the Medical Information Factors, the Trustee, if he or she deems

such information relevant or useful, in his or her sole discretion, may consider the historical

relationships among the various disease levels in the tort system with respect to recoveries.

In determining the Maximum Settlement Values, the Medical Information Factors and the

Maximum Annual Payment, to the fullest extent provided by the Plan and any orders entered by

the Bankruptcy Court, the Trustee shall have access to and may rely upon, among other things,

the Debtors’ various claims databases, including information provided in response to each



10

Asbestos Claims Bar Date, the Settled Claims Bar Date and the Debtors’ questionnaires, and the

forecasting models and estimates of the Debtors, the ACC and the FCR.

Each of the FCR and the CAC has the right to challenge the Trustee’s determination of

the Maximum Settlement Values, the Medical Information Factors and the Maximum Annual

Payment, which dispute shall be governed by the Settlement Facility Agreement.

Once the Maximum Annual Payment is determined for a given year, the Settlement

Facility’s distributions to Claimants for each year shall not exceed that Maximum Annual

Payment.

The Trustee shall be required to actively monitor the number of claims submitted, the

number of claims paid, the Settlement Facility’s costs and expenses and the Settlement Facility’s

available assets. If the Trustee determines at any time, in his or her sole discretion, that Future

Claims may not receive settlement amounts equal to those of Present Claims for any reason,

including because more claims are submitted than were projected or asset values are lower than

projected (“Risk of Unequal Treatment”), the Trustee shall immediately reduce the Maximum

Settlement Values and/or the Maximum Annual Payment by an appropriate percentage after first

consulting with the CAC and the FCR. Once the Trustee determines there is a Risk of Unequal

Treatment, all payments shall be frozen until the Trustee is satisfied the Maximum Settlement

Values, the Maximum Annual Payment and/or the Medical Information Factors are adjusted

properly.

The Trustee may only increase the Maximum Annual Payment, the Medical Information

Factors and the Maximum Settlement Values with the consent of both the CAC and the FCR.

Any increase or decrease in the Maximum Settlement Values shall be the same percentage across

all Maximum Settlement Values absent the consent of both the CAC and the FCR.



11

In addition to the adjustments described above, commencing on the second January 1 to

occur after the Settlement Facility commences paying Claims, and annually thereafter, the

Trustee shall adjust the Maximum Settlement Values by the amount of any upward change over

the prior year in the Consumer Price Index for all Urban Consumers (“CPI-U”) published by the

United States Department of Labor, Bureau of Labor Statistics.

If the Maximum Settlement Values are increased over time, other than as the result of an

inflation adjustment, Claimants who have previously been paid by the Settlement Facility will

receive a proportional additional payment unless the Trustee, after consultation with the CAC

and the FCR, concludes that the amount is so modest (such as less than $100.00) and the

administrative costs and burdens are so great in comparison to the benefit to the subject Claimant

that such additional payment should be deferred.

In the event there are insufficient funds in any year to pay the liquidated Claims, the

available funds shall be paid to the maximum extent to Claimants based on their place in the

FIFO Payment Queue described below. Claims for which there are insufficient funds will be

carried over to the next year where they will be placed at the head of the FIFO Payment Queue.

If there are excess funds because there was an insufficient amount of liquidated Claims to

exhaust the respective Maximum Annual Payment amount, then the excess funds will be rolled

over.

2.4 Trust Claims Payment Ratio. The Claims Payment Ratio for the various disease

categories shall be (i) 85% for “Category A” Claims, which consist of Claims involving

malignant mesothelioma, (ii) 10% for “Category B” Claims, which consist of Claims involving

lung cancer and (iii) 5% for “Category C” Claims, which consist of claims involving colo-rectal

cancer, laryngeal cancer, esophageal cancer, pharyngeal cancer, stomach cancer, severe



12

asbestosis, disabling asbestosis, and non-disabling asbestosis (Category A, Category B and

Category C shall be referred to herein as “Disease Categories”); provided, however, that all

Foreign Claims, as defined in Section 4.5, that are paid by the Settlement Facility shall be placed

in Category C notwithstanding the Injured Party’s disease level. The Trustee shall apply the

Claims Payment Ratio to the Maximum Annual Payment to determine the amount of money

available in such year to compensate Claims that fall into each of the Disease Categories.

In the event there are insufficient funds in any year to pay the Claims within any or all of

the Disease Categories, the available funds within the particular Disease Category shall be paid

to the maximum extent to Claimants in the particular Disease Category based on their place in

the FIFO Payment Queue described below. Claims for which there are insufficient funds will be

carried to the next year where they will be placed at the head of the FIFO Payment Queue. If

there are excess funds in a Disease Category because there was an insufficient amount of

liquidated Claims to exhaust the Maximum Annual Payment amount for that Disease Category,

then the excess funds for such Disease Category will be rolled over and remain dedicated to the

respective Disease Category to which they were originally allocated, so long as the Claims

Payment Ratio remains in place.

The Trustee shall not amend the Claims Payment Ratio for five (5) years after the

Settlement Facility first makes Claim Forms available and provides notice of such date on its

website. Following the expiration of that five (5) year initial period, the Trustee may, with the

consent of both the CAC and the FCR, amend the Claims Payment Ratio but only to prevent

manifest injustice. An increase in the number of Category B and Category C Claims beyond

those predicted or expected shall not constitute manifest injustice. If the Trustee amends the

Claims Payment Ratio, as part of such amendment, the Trustee may, with the consent of both the



13

CAC and the FCR, transfer excess funds in a Disease Category to another Disease Category with

insufficient funds. In the situation where there are excess funds for a Disease Category, the

Trustee may instead, with the consent of both the CAC and the FCR, make adjustments that

result in increased payments to the holders of Claims in such Disease Category.

Section 3

Ordering and Processing of Claims

3.1 Establishment of the FIFO Processing Queue. The Settlement Facility will

order Claims to be reviewed for processing purposes on a first-in, first-out (“FIFO”) basis except

as otherwise provided herein (the “FIFO Processing Queue”). A Claimant’s position in the

FIFO Processing Queue shall be determined according to the date that the Claim is filed with the

Settlement Facility, with an earlier filing date being given priority over a later filing date. If any

Claims are filed on the same date, the Claimant’s position in the FIFO Processing Queue shall be

determined by the date of diagnosis of the asbestos-related disease, with an earlier diagnosis date

being given priority over a later diagnosis date. A Claim shall be deemed filed on the date the

Claimant places the Claim Form in the mail, or the date upon which the Claimant submits the

Claim Form electronically.

3.2 Processing of Claims. The Settlement Facility will review its Claim files on a

regular basis. The Settlement Facility shall, upon determining that a Claim qualifies for a

settlement offer, tender to the Claimant an offer of payment of the amount determined under

these procedures, together with a form of Settlement Release (as defined in the Plan). The form

of Settlement Release is attached hereto as Appendix III.

3.3 Payment of Claims. Claims shall be paid in FIFO order based on the date the

Settlement Facility received the Settlement Release (the “FIFO Payment Queue”).



14

3.4 Same Day Liquidation. If any Claims are liquidated on the same date, each such

Claimant’s position in the FIFO Payment Queue shall be determined by the date of the diagnosis

of such Claimant’s asbestos-related disease, with earlier diagnosis dates given priority over later

diagnosis dates, and older claimants given priority over younger claimants if they were

diagnosed on the same date.

3.5 Resolution of Settled GST Asbestos Claims and Pre-Petition Judgment GST

Asbestos Claims. In order to receive payment from the Settlement Facility, the holder of a

Settled GST Asbestos Claim or a Pre-Petition Judgment GST Asbestos Claim must submit all

documentation that the Trustee deems necessary to demonstrate to the Settlement Facility that

the claim is in fact a Settled GST Asbestos Claim and eligible for payment under the terms of the

applicable settlement agreement or a Pre-Petition Judgment GST Asbestos Claim that qualifies

for payment hereunder.

The Trustee shall consult with the CAC and the FCR with respect to a Pre-Petition

Judgment GST Asbestos Claim and may appeal or seek further review of such Judgment. If the

Settlement Facility is successful in such appeal or further review process, then such Claim shall

not be payable by the Settlement Facility as a Pre-Petition Judgment GST Asbestos Claim. The

holder of such Claim may, however, submit such Claim to the Settlement Facility and be eligible

for payment subject to all of the criteria contained herein with respect to non-Pre-Petition

Judgment GST Asbestos Claims.

With respect to Settled GST Asbestos Claims, if the Debtors do not agree that the

settlement is enforceable as indicated on Appendix VI hereto, the Claim is payable as a Settled

GST Asbestos Claim only if Settlement Facility determines that the settlement is enforceable

under applicable law. Settled GST Asbestos Claims that were disallowed by the Bankruptcy



15

Court as not settled may submit Claims to the Settlement Facility and be eligible for a payment

subject to all of the criteria contained herein with respect to non-Settled GST Asbestos Claims.

Notwithstanding any other provision of these CRP to the contrary, all Settled GST

Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims must be submitted to the

Settlement Facility within three (3) months after the Settlement Facility first makes Claim Forms

available and provides notice of such date on its website. No Settled GST Asbestos Claim shall

be paid until the expiration of such three-month period. A claimant may submit a Claim to the

Settlement Facility pending receipt of relief from the Bankruptcy Court with respect to the

Settled Claims Bar Date, but the Settlement Facility will not process any such Claim until the

subject Claimant provides evidence that relief from the Bankruptcy Court has been obtained.

The liquidated value of a Settled GST Asbestos Claim or a Pre-Petition Judgment GST

Asbestos Claim shall be the unpaid portion of the amount agreed to in the enforceable settlement

agreement between GST and the holder of such Claim, the unpaid portion of the final judgment,

or the unpaid portion of the amount awarded by the jury verdict or non-final judgment (as to

which the Trustee elects not to appeal or seek further review), as the case may be, plus interest, if

any, that has accrued on that amount in accordance with the terms of the settlement agreement, if

any, or under applicable state law for settlements or judgments, as of the Petition Date; however,

except as otherwise provided in Section 9.7 below, the liquidated value of such a Claim shall not

include any punitive or exemplary damages. The liquidated amount of any such Claim shall be

subject to a payment percentage to be determined by the Trustee after the Effective Date. The

Trustee shall set the payment percentage such that the holders of the Settled GST Asbestos

Claims and the Pre-Petition Judgment GST Asbestos Claims receive the same percentage

recovery as it is anticipated that other Claimants shall receive based on the estimated tort system



16

value of the Claims channeled to the Settlement Facility and the assets available to pay such

liabilities. To calculate the payment percentage, the Trustee shall divide the present value of the

assets that the Settlement Facility is expected to have available to pay Claims over the life of the

Settlement Facility by the present value in the tort system of all Claims that are projected to be

paid by the Settlement Facility over its lifetime.1

Holders of Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos

Claims that are secured by letters of credit, appeal bonds, or other security or sureties shall first

exhaust their rights against any applicable security or surety before submitting a Claim to the

Settlement Facility. Only in the event that such security or surety is insufficient to pay the Claim

in full shall the deficiency be processed and paid by the Settlement Facility. Any such

deficiency shall be subject to the payment percentage.

A total fund of $10 million will be available to pay Settled GST Asbestos Claims (the

“Settled Claims Maximum”). If the total amount paid by the Settlement Facility to Settled GST

Asbestos Claims is less than the Settled Claims Maximum, the remaining surplus shall be made

available to pay non-Settled GST Asbestos Claims within 60 days of the final liquidation of the

last disputed Settled GST Asbestos Claim.

Section 4

Other Claim Issues

4.1 Deceased or Incompetent Claimant. Where the Claimant is deceased or

incompetent, if the settlement and payment of his or her Claim must be approved by a court of

1 For this purpose only, the present value of assets available to pay Claims shall be determined by subtracting the

present value of the Settlement Facility’s projected costs of administration and other expenses from the present value of the sum of the $480 million aggregate qualified settlement contributions that will be made by the Debtors and their Affiliates under the Plan and the investment income the Settlement Facility is anticipated to receive over the life of the Settlement Facility.



17

competent jurisdiction prior to acceptance of an offer by the Claimant’s representative, such

offer shall remain open so long as proceedings before that court remain pending, provided that

the Settlement Facility has been furnished with evidence that the settlement offer has been

submitted to such court for approval. If the offer is ultimately approved by that court and

accepted by the Claimant’s representative, the Settlement Facility shall pay the Claim in the

amount so offered.

4.2 Hardship Claims. The Settlement Facility may liquidate and pay certain

qualified Claims that also qualify as Hardship Claims, as defined below, at any time. Such

Claims may be considered separately no matter what the order of processing otherwise would

have been under these CRP. A Hardship Claim, following its liquidation, shall be placed at the

head of the FIFO Payment Queue for its Disease Category for purposes of payment, subject to

the Maximum Annual Payment and Claims Payment Ratio described above. An otherwise

qualified Claim qualifies for payment as a “Hardship Claim” if (i) the Claim is an asbestos-

related malignancy claim, and (ii) the Trustee, in his or her sole discretion, determines (a) that

the Claimant needs financial assistance on an immediate basis based on the Claimant’s expenses

and all sources of available income, and (b) that the Claimant’s dire financial condition is a result

of the Claimant’s asbestos-related disease.

4.3 Second Disease (Malignancy) Claims. The holder of a non-malignant asbestos-

related disease Claim (including the holder of such a claim that was settled and paid by a Debtor

prior to the formation of the Settlement Facility) may file a new Claim based on a malignant

asbestos-related disease that qualifies for payment from the Settlement Facility if it is diagnosed

after payment on the non-malignant Claim. The Settlement Release shall not require such a

Claimant to release the subsequent disease Claim, and the Settlement Facility shall not enforce



18

the provision of any release entered into with a Debtor releasing such a subsequent disease

Claim. Any additional payments to which such Claimant may be entitled with respect to such

malignant asbestos-related disease shall not be reduced by the amount paid for such non-

malignant Claim.

4.4 Conspiracy Theories. Claims based on conspiracy theories against the Debtors

are not compensable under these CRP.

4.5 Foreign Claims. Foreign Claims are not compensable under these CRP unless the

holder of a Foreign Claim files a lawsuit in the United States. If this occurs, the Settlement

Facility shall process the holder’s claim provided the holder complies with the requirements set

forth herein. The holder of the Foreign Claim shall be required to submit to the Settlement

Facility a filing fee pursuant to Section 8.2 hereof and information establishing, to the Trustee’s

satisfaction, that the Injured Party is suffering from one of the diseases described in Appendix I

and that such Injured Party had at least six (6) months of Coltec/GST Product Contact. All

information submitted to the Settlement Facility must be in English. If these requirements are

met, the Settlement Facility shall determine the amount that the Claimant is entitled to receive

based on the disease of the Injured Party. If the Injured Party is suffering from mesothelioma,

the settlement amount shall be $100; if the Injured Party is suffering from asbestos-related lung

cancer or severe asbestosis, the settlement amount shall be $50; if the Injured Party is suffering

from asbestos-related other cancer or disabling asbestosis, the settlement amount shall be $25;

and if the Injured Party is suffering from non-disabling asbestosis, the settlement amount shall be

$10.

4.6 Worker’s Compensation Claims. If an Injured Party’s Claim is based on

exposure to asbestos fibers or dust while that Injured Party was an employee of a Debtor, all



19

Workers Compensation insurance remedies must be shown to have been exhausted in good faith

prior to the submission of a Claim to the Settlement Facility, and if there is any recovery under

the Debtors’ Workers Compensation insurance, the Settlement Facility shall not have any

liability with respect to the Claim.

Section 5

Effect of Statutes of Limitations and Repose and Asbestos Claims Bar Date

5.1 Time-Barred Claims. No Claim will be entitled to any distribution from the

Settlement Facility if it was time-barred as of the Petition Date.

5.2 Filing Deadline for Claims Subject to Bar Date. Claims subject to an Asbestos

Claims Bar Date (i.e., those where the alleged disease was diagnosed prior to August 1, 2014)

that were submitted to the Bankruptcy Court in compliance with such Asbestos Claims Bar Date

must be submitted to the Settlement Facility within the later of (i) the statute of limitations

applicable under non-bankruptcy law in the jurisdiction where a claim against a Debtor was filed

or, if not filed, could have been timely and properly filed (including any extension of time by

operation of 11 U.S.C. Section 108(c)), and (ii) two (2) years after the Settlement Facility first

makes Claim Forms available and provides notice of such date on its website.

Claims that were subject to an Asbestos Claims Bar Date but that were not submitted to

the Bankruptcy Court prior to such Asbestos Claims Bar Date are barred and not compensable

under these CRP unless relief has been obtained from the Bankruptcy Court, in which case the

Claim must be submitted to the Settlement Facility within the deadline described in the previous

paragraph. A claimant may submit such Claim to the Settlement Facility pending receipt of

relief from the Bankruptcy Court, but the Settlement Facility will not process any such Claim



20

until the subject Claimant provides evidence that relief from the Bankruptcy Court has been

obtained.

5.3 Filing Deadline for Claims Not Subject to an Asbestos Claims Bar Date.

Claims not subject to an Asbestos Claims Bar Date (i.e., those where the alleged disease was

diagnosed after August 1, 2014) must be filed within the later of (i) the statute of limitations

applicable under non-bankruptcy law in the jurisdiction where a claim against a Debtor could

have been timely and properly filed, including, but not limited to, any state where Coltec/GST

Product Contact occurred, the Claimant’s state of residence, and the state of North Carolina or

any other state of a Releasee’s residency or incorporation, (ii) two (2) years after the Settlement

Facility first makes Claim Forms available and provides notice of such date on its website, and

(iii) two (2) years after the date of diagnosis.

Section 6

Settlement Review Process

6.1 Claimant’s Choice of Expedited Claim or Extraordinary Claim Review.

Matrix Amounts pursuant to Expedited Claim Review and Extraordinary Claim Review are

determined through the use of formulas set forth in Appendix I and II, respectively, to these

CRP. A Claimant may submit a Claim for Expedited Claim Review or, if the Claim is an

Extraordinary Claim, Extraordinary Claim Review.

6.2 Expedited Claim Review and Extraordinary Claim Review Distinguished.

Within Expedited Claim Review and Extraordinary Claim Review, Matrix Amounts are

calculated by reference to occupation, industry, disease, age, life status, number of dependents,

economic loss, duration of Coltec/GST Product Contact, jurisdiction (in the case of Present

Claims), and law firm (in the case of Present Claims). The manner in which these factors are



21

determined and valued is detailed in Appendix I hereto. Only Claims satisfying the criteria set

forth in Appendix I, as well as all other criteria in these CRP, are eligible for settlement offers

under these CRP.

Expedited Claim Review requires less information than Extraordinary Claim Review as

Claims submitted for Extraordinary Claim Review are subject to additional verification and

documentation requirements. Only holders of Extraordinary Claims may seek Extraordinary

Claim Review.

6.3 Payment of Claims Accepting Settlement Offers. If the Settlement Facility

determines the Claim is eligible for payment under Expedited Claim Review or Extraordinary

Claim Review (as applicable) and the Claimant executes the form of Settlement Release attached

hereto as Appendix III, the Claim shall be placed in the FIFO Payment Queue following which

the Settlement Facility shall disburse payment subject to the requirements of these CRP.

6.4 Submission Requirements. Whether a Claim is submitted under either Expedited

Claim Review or Extraordinary Claim Review, it must meet threshold, medical, and Coltec/GST

Product Contact requirements set forth below, and must be submitted with the information

necessary to determine a settlement offer under either the Expedited Claim or Extraordinary

Claim Review procedures described in Appendices I and II.

6.5 Threshold Requirements for All Claimants. To be eligible for a payment under

these CRP, a Claimant must satisfy the following threshold requirements:

(a) The Claimant (or the Claimant’s predecessor) has not released the Claim against the Debtors, the Reorganized Debtors, the Settlement Facility, or Reorganized Garrison (or had such Claim resolved by final judgment, dismissal, or order), subject to the exception for Second Disease Claims described in Section 4.3;

(b) The Claimant has not obtained a judgment based on the asbestos-related injury alleged in the Claim that has been fully satisfied;



22

(c) The Claim has not been disallowed by the Bankruptcy Court, except that Settled GST Asbestos Claimants whose Claims are disallowed by the Bankruptcy Court as not settled may nevertheless submit such Claims to the Settlement Facility and be eligible for a payment from the Settlement Facility, subject to all criteria contained herein;

(d) The Claimant has not transferred his or her right to recover with respect to the Claim such that the Claim can be asserted by another person. (The fact that a Claimant has executed a “subrogation agreement” with a health insurer or that a statutory provision grants to any governmental entity rights of subrogation shall not be construed as a transfer of the Claimant’s right to recover); and

(e) The Claim is not barred under the terms of an Asbestos Claims Bar Date or the Settlement Claims Bar Date, as applicable, unless relief has been obtained from the Bankruptcy Court.

6.6 Medical Requirements for All Claimants. To be eligible for a payment under

these CRP, all Claimants must support their Claims with the medical documentation described in

Appendix I applicable to the condition they allege. All diagnoses must 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 and the diagnosis, or (ii) a history of exposure to

asbestos fibers or dust sufficient to establish a 10-year latency period. Such statement may take

the form of information in the Injured Party’s medical records or reports (i.e., exposure history).

Medical evidence provided in support of the Claim must be credible and consistent with

recognized medical standards. Each diagnosis must be made by a board-certified physician in an

appropriate specialty, whose license and certification are not (or were not at the time of the

diagnosis) on inactive status, to a level of reasonable medical probability. Pulmonary function

testing, where required, must be performed using equipment, methods of calibration, and



23

techniques that meet the lung function testing criteria adopted by the American Thoracic Society

(“ATS”) current as of the date the test is performed.2

Any diagnosis of asbestosis (including in connection with asbestos-related lung cancer or

laryngeal cancer) must be made by (i) a board-certified pathologist, who personally reviewed the

Injured Party’s pathology, or (ii) a board-certified internist, pulmonologist, radiologist, or

occupational medicine physician who actually examined the Injured Party or reviewed and listed

relevant medical records, with findings contained in a narrative written report.

In assessing the reliability of any diagnosis, the Trustee may consider whether the

diagnosis discusses the basis for the opinion and the reason for rejection of other reasonably

possible diagnoses.

A finding by a physician that a Claimant’s disease is “consistent with” or “compatible

with” asbestosis shall not alone be treated by the Settlement Facility as a diagnosis.

With respect to all disease Claims, the Trustee may require, among other things, the

submission of x-rays, CT scans, detailed results of pulmonary function tests, laboratory tests,

tissue samples, and results of medical examination or reviews of other medical evidence.

The Trustee must require that medical evidence submitted comply with recognized

medical standards, including those regarding equipment, testing, methods, and procedures to

assure that such evidence is reliable.

2 Pulmonary function testing performed in a hospital accredited by the Joint Commission on Accreditation of

Healthcare Organizations, or performed, reviewed, or supervised by a board-certified pulmonologist, internist, radiologist or occupational medicine physician shall be presumed to comply with ATS standards, and the Claimant may submit a summary report of the testing. In all other cases, the Claimant must submit the full report of the testing; provided, however, that if the pulmonary function testing was conducted prior to the Effective Date of the Plan and the full report is not available, the Claimant must then submit a declaration signed by a board-certified pulmonologist, internist, radiologist or occupational medicine physician, in the form provided by the Settlement Facility, certifying that the pulmonary function testing was conducted in compliance with ATS standards.



24

In the case of deceased Injured Parties, the Trustee may take into account the medical

standards in place at the time of the subject test in evaluating the reliability of the evidence, and

at the Claimant’s request, the Trustee may waive the board-certified requirements in the case of

an otherwise qualified physician whose X-ray and/or CT scan readings are submitted for the

deceased Injured Party. The decision to waive this requirement in that circumstance shall be in

the Trustee’s sole discretion.

With respect to malignant mesothelioma, the Settlement Facility in assessing the

reliability of a diagnosis may consider and request information concerning the following:

• Whether the pathologist or laboratory has performed a panel of appropriate (as of the

time of the diagnosis) immunohistochemical stains on tumor tissue from a biopsy, and if

not, whether there is good cause and whether the laboratory has instead performed a

panel of appropriate immunohistochemical stains on a specimen obtained from cytology;

• Whether the pathological report identifies the morphologic form of the tumor; that is,

whether the tumor is epithelial (also referred to as epithelioid), sarcomatous (also referred

to as sarcomatoid), or mixed epithelial and sarcomatous (sometimes referred to as

biphasic or bimorphic);

• Whether all treating physicians who expressed a diagnosis in the records concurred that

the Injured Party had diffuse malignant mesothelioma;

• Whether there is an expert finding that the gross distribution of tumor in the Injured

Party’s thorax is typical of malignant pleural mesothelioma;

• Whether there is an expert finding that the gross distribution of tumor in the Injured

Party’s abdominal cavity is typical of malignant peritoneal mesothelioma;



25

• Whether there is a report by a board-certified radiologist documenting that the gross

distribution of tumor based on CT scans or PET scans of the Injured Party’s thorax is

typical of malignant pleural mesothelioma; and

• Whether there is a report by a board-certified radiologist documenting that the gross

distribution of tumor based on CT scans or PET scans of the Injured Party’s abdominal

cavity is typical of malignant peritoneal mesothelioma.

6.7 Coltec/GST Product Contact Requirement for All Claimants.

6.7(a) Coltec/GST Product Contact. To be eligible for payment from the

Settlement Facility, the Claimant must demonstrate to the Trustee’s satisfaction that the Injured

Party experienced Coltec/GST Product Contact, which Coltec/GST Product Contact could have

credibly contributed to causing his or her asbestos-related condition. The Claim Form must

require certification of the Claimant’s belief in this regard and will set forth the specific exposure

information required by the Settlement Facility, including the Injured Party’s occupation or

occupations. The Trustee may also require submission of other or additional evidence of

Coltec/GST Product Contact when he or she deems it to be necessary.

All Claimants, other than malignant mesothelioma Claimants, must credibly demonstrate

to the Trustee’s satisfaction that the Injured Party had at least six (6) months of total Coltec/GST

Product Contact during the Injured Party’s career (or the career of the occupationally exposed

person in the case of Secondary Coltec/GST Product Contact). Claims involving Injured Parties

with malignant mesothelioma must credibly demonstrate Coltec/GST Product Contact to the

Trustee’s satisfaction, but there is no six-month minimum; however a shorter duration of

Coltec/GST Product Contact will proportionately decrease the valuation of such a Claim. If an

Injured Party’s only Coltec/GST Product Contact is Secondary Coltec/GST Product Contact, the



26

Settlement Facility shall only make a settlement offer if the Injured Party has been diagnosed

with malignant mesothelioma. If the Claimant experienced Coltec/GST Product Contact while

confined to a ship at sea for fifty (50) days, the Settlement Facility shall consider the fifty (50)

days of exposure equivalent to six (6) months of total Coltec/GST Product Contact.

For all Coltec/GST Product Contact, Claimants must provide (i) identification (by name,

address or other description) of the residence(s), plant(s), ship(s), or commercial building(s), and,

if applicable, the city and state where Coltec/GST Product Contact allegedly occurred; (ii) the

month and year(s) Coltec/GST Product Contact began and ended; (iii) the Injured Party’s

occupation, job title, and employer(s) at the time of Coltec/GST Product Contact (or, in the case

of Secondary Coltec/GST Product Contact, the occupation, job title, and employer(s) of the

occupationally exposed person at the time of Coltec/GST Product Contact); (iv) identification of

the type of Coltec Product and/or GST Product with which the Injured Party had contact; and (v)

the manner in which the Injured Party experienced Coltec/GST Product Contact. If a Claimant

does not know the Injured Party’s job title or employer for any period of time, he or she shall

explain the reason for the lack of knowledge, and the Trustee, based on the facts, may, in his or

her sole discretion, waive the requirement that such information be provided.

The Contact Groups for various occupations and industries are contained in Appendix IV

to these CRP. The Contact Groups have been defined based on the assumed potential frequency

and intensity of contact with Coltec Products and/or GST Products.

6.7(b) Documentation of Coltec/GST Product Contact. All information

required by 6.7(a), including particularly the Injured Party’s occupation, must be evidenced by

(a) interrogatories, declarations, depositions, testimony, or other sworn statements verified or

made under penalty of perjury by a person who is competent to testify to the information



27

contained therein, providing sufficient background information to explain how such person

acquired the personal direct knowledge of such facts and allowing the Settlement Facility to

determine the credibility of the person making the sworn statement; or (b) other credible and

authentic documents (such as, for example, union membership records, military records and

social security records). The Settlement Facility may request copies of other documents

necessary for assessing the credibility of the allegation of Coltec/GST Product Contact, including

copies of any interrogatory answers submitted by the Claimant or Injured Party in any asbestos

litigation relating to the alleged asbestos-related injury.

6.7(c) Site List Limitations. Evidence that Coltec Products and/or GST Products

were used at a plant, facility, or other worksite where the Injured Party worked is, in and of itself,

not sufficient to provide the showing required in this Section 6.7.

6.8 Additional Documentation and Information for Extraordinary Claim

Review. To be eligible for a payment under these CRP, a Claim submitted for Extraordinary

Claim Review must provide the following additional information:

6.8(a) Requirement to Identify Other Claims. A Claimant seeking

Extraordinary Claim Review must submit the information described in Section 6.8(b) about all

Other Claims that relate in any way to the alleged injuries for which the Claimant seeks

compensation. Other Claims about which information must be submitted include claims by the

Claimant, the Claimant’s decedent, and any present or past Holder of the Claim. Other Claims

include, but are not limited to, the following: (a) lawsuits filed in any court, arbitration

proceedings before any panel or tribunal, and administrative proceedings (such as Worker’s

Compensation claims) before any governmental or quasi-governmental body; (b) claims that

were resolved or settled without the institution of litigation (such as pre-filing settlements



28

reached after notification of the existence of a claim without the need to file a lawsuit); and (c)

claims that have been submitted in bankruptcy proceedings or to Trusts or claims resolution

Entities that resulted from bankruptcy proceedings.

6.8(b) Information Required About Other Claims. The Claimant shall submit

the following information for each Other Claim: (a) the name of the Entity against whom the

Other Claim was made, (b) the date of the Other Claim, and (c) the amounts of all payments

received or to be received from the Entity to whom the Other Claim was submitted. The

Claimant must also submit copies of any documents submitted to or served upon any such Entity

containing information regarding the alleged Injured Party’s contact with or exposure to asbestos

or asbestos-containing products, including without limitation any claim forms submitted to

Trusts (along with any attachments), ballots submitted by or on behalf of the Claimant in any

bankruptcy case, and any discovery response filed or served in tort litigation. The Claimant shall

also certify that, to the best of his knowledge, at that time, with the exception of the Other

Claims that have been expressly disclosed and identified by the Claimant, no other Entity is

known to the Claimant to be potentially responsible for the alleged injuries that are the basis of

the Claim.

6.8(c) Authorization for Release of Information. Any Claimant seeking

Extraordinary Claim Review shall execute a release of information form in favor of the

Settlement Facility, in the form attached as Appendix V, authorizing all Trusts against whom an

Other Claim has been made or asserted based on the Injured Party’s injury to release to the

Settlement Facility all information submitted to it by the person or Entity who made the Other

Claim and to disclose the status of any such claim and the amount and date of any payment on

the claim. The release of information form shall authorize the Settlement Facility to obtain all



29

submissions made by the Claimant or his heirs, executors, successors, or assigns in the future to

any Trust. The Settlement Facility may amend the form attached as Appendix V from time to

time to add newly established Trusts. These authorizations will be used not only to verify

information provided in connection with particular Claims but also in connection with the

Settlement Facility’s periodic audits for fraud.

6.8(d) Attorney or Claimant Certification. If the Claimant seeking

Extraordinary Claim Review (or any Related Claimant) is or has been represented by an attorney

in any litigation or in the filing of Trust claims based on the injury that forms the basis for the

Claim, the Claimant shall provide a certification under penalty of perjury of such attorney. The

certification shall affirm that the attorney has fully investigated the alleged injuries that are the

basis of the Claim, including conferring with any other attorneys who represent the Claimant

with respect to claims against Trusts or any other Entity, and that no good-faith basis exists, at

the time the certification is executed, to bring a claim against any Entity that is not identified in

the Claim Form submitted to the Settlement Facility by the Claimant.

6.8(e) Individual Claimant Certification. If the Claimant seeking

Extraordinary Claim Review (or any Related Claimant) has not been represented by an attorney

in any litigation or in the filing of Trust claims based on the injury that forms the basis for the

Claim, the Claimant shall provide a certification under penalty of perjury that he or she has fully

investigated the alleged injuries that are the basis of the Claim, and that no good-faith basis

exists, at the time the certification is executed, to bring a claim against any Entity that is not

identified in the Claim Form submitted to the Settlement Facility by the Claimant.

6.9 Releases. As a condition to making a payment to any Claimant, the Settlement

Facility shall obtain from such Claimant a Settlement Release in the form attached hereto as



30

Appendix III. The protection afforded by such release is supplemental to, and does not derogate

from or imply any deficiency in, the protection provided by the Discharge Injunction and the

Asbestos Channeling Injunction. The Trustee may modify the provisions of the Settlement

Release so long as he or she obtains the consent of the CAC, the FCR and the Reorganized

Debtors to the modifications.

Section 7

Reliability of Claim Information

7.1 Reliable Information. Although the Settlement Facility will not strictly apply

rules of evidence and authenticity standards, information provided in support of a Claim,

including evidence of Coltec/GST Product Contact, must be, at a minimum, reliable, meaningful

and credible so that the Trustee is fully informed regarding the foundations for facts asserted in

support of the Claim and is able to determine whether the Injured Party was exposed on a regular

basis to asbestos fibers or dust from Coltec Products and/or GST Products to the extent required

by the standards set forth in Appendix I for the Injured Party’s Contact Group. Medical

information submitted in support of a Claim must comply with recognized medical standards

(including, but not limited to, standards regarding equipment, testing methods, and procedures).

7.2 Copies. The Settlement Facility normally will accept copies, including electronic

copies, instead of authenticated copies of x-ray reports, laboratory tests, medical examinations,

and other medical records and reviews that otherwise comply with recognized medical and legal

standards unless circumstances indicate that the copies of the tests, reports, and/or review are not

authentic or are otherwise unreliable. Further, the Settlement Facility normally will accept

copies, including electronic copies, instead of authenticated copies of deposition testimony,

union membership records, invoices, affidavits, business records, deck logs, military service



31

records (including leave records) or other credible indirect or secondary evidence in a form

otherwise acceptable to the Settlement Facility that establishes an Injured Party’s occupation,

occupational history, business or other losses, or the Injured Party’s presence at a particular ship,

facility, job site, building or buildings, or location during a time period in which the Coltec

Product and/or GST Product was present, unless circumstances show that the information being

submitted is unreliable.

7.3 Unreliable Information. The Trustee has sole discretion to exclude and disregard

unreliable information. Examples of unreliable information include, but are expressly not

limited to, circumstances that raise questions of authenticity of copies or where persons

preparing Claims or verifying facts offered in support of a Claim lack direct knowledge of such

facts, but fail to reveal and describe what facts and how and from what sources they learned

those facts, which they relied upon as the basis for their assertion of such facts. In deciding

whether to exclude and disregard unreliable information, the Trustee shall consider, but not be

strictly bound by, rules of evidence. Rather, the Trustee shall instead exercise his or her

discretion to determine whether the subject information is sufficiently probative. If any Trust

has rejected or will not consider any information submitted by a particular law firm or claimant

or prepared by a particular doctor or expert, such information shall be deemed presumptively

unreliable.

Section 8

Claim Forms and Fees

8.1 Claim Forms. The Trustee shall prepare suitable and efficient Claim Forms for

all Claims consistent with these CRP, and after consulting with both the CAC and the FCR, shall

post the materials to the Settlement Facility’s website and provide such Claim Forms upon a



32

written request to the Settlement Facility for such materials. The Claim Forms shall include such

instructions as the Trustee shall approve. The Claimant must certify that all information

submitted on the Claim Form, including occupation information, is truthful and accurate. All

Claim Forms shall be signed by the Claimant or the Claimant’s representative, including the

Claimant’s attorney, under penalty of perjury and must include a contact address (which may be

an attorney) at which the Claimant may receive notices from the Settlement Facility, including

an email and street address. For any notices the Trust is required to send to Claimants under

these CRP or the Plan, the Trust may serve the notice by email. The Trustee may subsequently

modify any of the Claim Forms so long as (a) any modifications are consistent with the goals,

principles and provisions of these CRP and (b) the Trustee consults with the CAC and the FCR

with respect to the modifications.

8.2 Claim Fees. To be processed by the Settlement Facility, Claimants must submit

the following filing fees: (i) $100 for Category A Claims; (ii) $75 for Category B Claims; and

(iii) $50 for Category C Claims. The fees shall be refunded in full to a Claimant who receives

and accepts payment of a settlement offer from the Settlement Facility. At any time following

the three-year anniversary of the date the Settlement Facility first makes Claim Forms available,

the Trustee may amend the filing fees with the consent of both the CAC and the FCR.

Notwithstanding anything contained herein, holders of Settled GST Asbestos Claims marked as

liquidated on Appendix VI shall not be required to submit a filing fee to the Settlement Facility.

Section 9

Deferrals, Withdrawals, Arbitration and Litigation

9.1 Deferrals and Deficiencies. At any time within the first year following the date

of the filing of a Claim, the Claimant can request that the processing of his or her Claim by the



33

Settlement Facility be deferred for a period not to exceed one (1) year without affecting the

status of the Claim for statute of limitations purposes. When the Claimant certifies to the

Settlement Facility that the Claim is ready for review, the Claim shall return to active status and

be placed in the FIFO Processing Queue, and the Settlement Facility shall review the Claim

when it is reached in the FIFO Processing Queue. If the Claimant fails to certify that the Claim

is ready for review before the end of the one-year deferral period, such Claim shall be stricken

and not be eligible for payment by the Settlement Facility.

After reviewing a Claim, the Settlement Facility shall either approve the Claim for

payment or provide the Claimant with a list of deficiencies in the Claim Form that preclude a

settlement offer. The Claimant shall have six (6) months in which to respond to these

deficiencies to attempt to obtain a settlement offer. If the Settlement Facility does not receive a

response within six (6) months, the Settlement Facility shall reject the Claim. There is no time

limit within which a Claim must be either approved or rejected by the Settlement Facility, but a

Claimant must respond to each deficiency notice received from the Settlement Facility within six

(6) months to avoid a claim rejection. This provision will not preclude the assertion of Second

Disease Claims. If a rejected Claim is re-submitted, it shall be required to pay a new filing fee.

9.2 Withdrawals. If a Claimant withdraws a Claim, such Claim will not be eligible

for payment by the Settlement Facility.

9.3 Establishment of ADR Procedures. The Trustee, after consultation with the

CAC and the FCR, shall establish binding and non-binding Alternative Dispute Resolution

(“ADR”) procedures for resolving disputes concerning Claims. The ADR Procedures shall, in

the first instance, contain the following provisions with respect to the allocation of the costs

associated with arbitration: (a) if the Claimant elects non-binding arbitration, the costs



34

associated with the arbitration and the arbitrator’s fees shall be split 50/50 between the Claimant

and the Settlement Facility; and (b) if the Claimant elects binding arbitration, the Settlement

Facility shall pay the costs associated with the arbitration and the arbitrator’s fees. The ADR

procedures may be modified by the Trustee for good cause after consultation with the CAC and

the FCR. A Claimant whose Claim is eligible for arbitration may arbitrate disputes over whether

a settlement offer should have been made on a Claim or not, and, if made, the amount of the

settlement offer. In all arbitrations, the arbitrator shall apply the requirements of these CRP.

9.4 Claims Eligible for Arbitration. Only Expedited Review Claims are eligible for

arbitration. In order for an Expedited Review Claim to be eligible for arbitration, the Claimant

must first complete Expedited Claim Review, which shall be treated as completed for these

purposes when the Claim has been reviewed by the Settlement Facility and either (i) the

Settlement Facility has made a settlement offer on the Claim, the Claimant has rejected the

settlement offer, and the Claimant has notified the Settlement Facility of the rejection in writing,

or (ii) the Settlement Facility has rejected the Claim and notified the Claimant in writing. The

holder of a Settled GST Asbestos Claim or a Pre-Petition Judgment GST Asbestos Claim may

seek arbitration to resolve any dispute concerning whether the Claim qualifies for payment

hereunder. The decisions of the Trustee and the Extraordinary Claim Review Panel concerning

Extraordinary Claims are final and not subject to review in arbitration or the tort system.

9.5 Limitations on and Payment of Arbitration Awards. For an Expedited Claim

Review Claim, the arbitrator shall not return an award in excess of the Maximum Settlement

Value for the appropriate Contact Group under Expedited Claim Review after taking into

account disease, with both the appropriate Contact Group and disease being determined by the

arbitrator. A Claimant who submits to arbitration and who accepts the arbitral award shall



35

receive payments in the same manner as one who accepts the Settlement Facility’s original

settlement offer.

9.6 Suits in the Tort System. If the holder of a disputed Claim disagrees with the

Settlement Facility’s determination regarding the Claim, and if the holder has first submitted the

Claim to, and completed, non-binding arbitration as provided above, the holder may file a

lawsuit against the Settlement Facility in any of the following jurisdictions: (a) the jurisdiction

in which the IP resided at the time of diagnosis; (b) any jurisdiction in which the IP experienced

Coltec/GST Product Contact; (c) the jurisdiction in which the Claimant resided at the time the

Claim was filed with the Settlement Facility; and (d) the state of North Carolina or any other

state of a Releasee’s residency or incorporation. 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

Settlement Facility, all defenses which could have been asserted by a Debtor) shall be available

at trial.

9.7 Payment of Judgments for Money Damages. If and when a Claimant obtains a

judgment in the tort system, the Claim shall be placed in the FIFO Payment Queue based on the

date on which the judgment became final. Thereafter, the Claimant shall receive from the

Settlement Facility an initial payment (subject to the Maximum Annual Payment and the Claims

Payment Ratio provisions set forth above) of an amount equal to the greater of (i) the Settlement

Facility’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. Subject to the cap on payment set forth below, the

Claimant shall receive the balance of the judgment, if any, in five (5) equal installments in years



36

six (6) through ten (10) following the year of the initial payment (also subject to the Maximum

Annual Payment and the Claims Payment Ratio provisions above in effect on the date of the

payment of the subject installment). Under no circumstances shall interest be paid under any

statute on any judgments obtained in the tort system.

The total amount paid with respect to a Claim shall not exceed the Maximum Settlement

Value for the appropriate Contact Group under Expedited Claim Review after taking into

account disease, with both the appropriate Contact Group and disease being determined by the

court. For example, if the court determines that the Claim is a Contact Group 2 Claim and the

Injured Party’s disease is mesothelioma, the total amount paid with respect to such Claim shall

not exceed [$44,400].

9.8 Punitive Damages. Except as provided below for Claims asserted under the

Alabama Wrongful Death Statute, punitive or exemplary damages, i.e., damages other than

compensatory damages, shall not be paid. The only damages that may be awarded pursuant to

these CRP to Alabama Claimants who are deceased and whose personal representatives pursue

their claims only under the Alabama Wrongful Death Statute shall be compensatory damages

determined pursuant to the statutory and common law of the Commonwealth of Pennsylvania

without regard to its choice of law principles.

Section 10

Indirect Claims

10.1 Indirect Claims. Indirect Claims shall be subject to the same options,

categorization, evaluation, and payment provisions of these CRP as all other Claims, subject to

the criteria in this Section.



37

10.2 Presumptively Valid Indirect Coltec/GST Asbestos Claims. Indirect Claims

shall be treated as presumptively valid and paid by the Settlement Facility if they meet the

following requirements.

10.2(a) Not Disallowed. Such Claim satisfied the requirements of the applicable

Asbestos Claims Bar Date and is not otherwise disallowed by Section 502(e) of the Bankruptcy

Code or subordinated under Section 509(c) of the Bankruptcy Code.

10.2(b) Payment of and Release by Direct Claimant. The Holder of such Claim

(the “Indirect Claimant”) establishes to the satisfaction of the Trustee that (i) the Indirect

Claimant has paid in full the Holder of a Direct Claim for which the Settlement Facility would

otherwise have had a liability or obligation under these CRP (the “Direct Claimant”), (ii) the

Direct Claimant and the Indirect Claimant have forever and fully released the Settlement Facility

from any liability to the Direct Claimant, and (iii) the Claim is not otherwise barred by a statute

of limitation or repose or by other applicable law.

10.2(c) Establishing Indirect Claim. To establish a presumptively valid Indirect

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 an appropriate

full release in favor of the Settlement Facility and all other parties referenced above) or a Final

Order (as defined in the Plan) provided that such Claim is valid under applicable law. In any case

where the Indirect Claimant has satisfied the Claim of a Direct Claimant against the Settlement

Facility under applicable law by way of a settlement, the Indirect Claimant shall obtain for the

benefit of the Settlement Facility a release in form and substance satisfactory to the Settlement

Facility.



38

10.3 Otherwise Valid Indirect Claims. If an Indirect Claimant cannot meet the

presumptive requirements set forth above, including the requirement that the Indirect Claimant

provide the Settlement Facility with a full release of the Direct Claimant’s Claim, the Indirect

Claimant may request that the Settlement Facility review the Indirect Claim to determine

whether the Indirect Claimant can establish under applicable law that the Indirect Claimant has

paid all or a portion of a Direct Claim. If the Indirect Claimant can satisfactorily show that it has

paid all or a portion of such a liability or obligation, the Settlement Facility shall process such

Indirect Claim on the same basis as the Settlement Facility would have processed the underlying

Direct Claim in the absence of payment by such Indirect Claimant to the Direct Claimant;

provided, however, that if the Indirect Claim is submitted with respect to an asserted subrogation

right, (a) such Indirect Claim shall not be processed until the relevant Direct Claim has been

submitted to the Settlement Facility and approved and (b) if the Direct Claimant’s law firm has

entered into an agreement with respect to lien issues, the Settlement Facility shall abide by the

lien resolution procedures provided for in such agreement. In no event shall the amount paid to

the Indirect Claimant be greater than (a) the amount to which the Direct Claimant would have

otherwise been entitled, or, if less, (b) the amount paid by such Indirect Claimant on account of

such Direct Claim.

10.4 Processing and Payment of Indirect Claims. Indirect Claims that are entitled to

payment from the Settlement Facility shall be processed and paid in accordance with procedures

to be developed and implemented by the Settlement Facility consistent with the provisions of this

Section 10, which procedures shall, consistent with the threshold requirements of this Section 10,

provide the same Expedited Claim and Extraordinary Claim Review and payment procedures



39

and rights to the Holders of such Claims as the Settlement Facility would have afforded the

Holders of the underlying Direct Claims.

Section 11

Audits

11.1 Audit Program. The Trustee, after consultation with the CAC and the FCR, shall

develop methods for auditing the claims process, including, but not limited to, the evaluation,

ordering, processing, and payment of Claims. The Trustee shall also develop methods for

auditing Claims themselves, including, but not limited to (i) the reliability of medical evidence,

including additional reading of x-rays, CT scans, and verification of pulmonary function tests;

(ii) the reliability of evidence of Coltec/GST Product Contact, including, but not limited to, the

identification of occupation and industry; (iii) the reliability of evidence of sources of asbestos

exposure; and (iv) allocation of the costs of audits. In developing audit methods, the Trustee

may consider audit procedures adopted by other Trusts. Once finalized, the Trustee’s audit

methods shall be implemented by the Settlement Facility. In conducting an audit, the Trustee

may request any relevant non-privileged information, in his or her discretion, including

information concerning Other Claims, from a Claimant or Claimant’s attorney. The Trustee may

require a Claimant whose Claim is being audited to execute a release of information form in

favor of the Settlement Facility in the form attached as Appendix V. If the Claimant refuses to

provide information concerning Other Claims, the Trustee may, in his or her sole discretion,

invoke the remedies in this Section 11.

11.2 Inconsistent Information. In the event that the Trustee reasonably determines

that any individual or Entity has engaged in a pattern or practice of providing inconsistent or



40

unreliable medical or exposure evidence to the Settlement Facility, the Trustee shall decline to

accept additional evidence from such provider.

11.3 Fraud. In the event that an audit reveals that fraudulent information has been

provided to the Settlement Facility, the Trustee shall penalize any Claimant or Claimant’s

attorney by rejecting the Claim or by other means including, but not limited to, (i) reordering the

priority of payment of all affected Claimants’ Claims; (ii) raising the level of scrutiny of

additional information submitted from the same source or sources; (iii) refusing to accept

additional evidence from the same source or sources; (iv) refusing to accept Claims filed by a

particular law firm; (v) seeking the prosecution of the Claimant or Claimant’s attorney for

presenting a fraudulent claim in violation of 18 U.S.C. § 152; (vi) seeking sanctions from the

Bankruptcy Court; (vii) filing complaints for disciplinary action with appropriate State Bar

organizations; and (viii) requiring the source of the fraudulent information to pay the costs

associated with the audit and any future audit or audits.

Section 12

Miscellaneous

12.1 Medicare. Pursuant to the terms of the Settlement Facility Agreement, with

respect to payments made by the Settlement Facility, the Settlement Facility shall act as

reporting agent for any Entities determined to have a reporting obligation under 42 U.S.C. §

1395y et seq. or any other similar statute or regulation, and any related rules, regulations, or

guidance issued in connection therewith or relating thereto, including Section 111 of the

Medicare, Medicaid, and SCHIP Extension Act of 2008 (P. L. 110-173), or any other similar

statute or regulation, and any related rules, regulations, or guidance issued in connection



41

therewith or relating thereto. The Settlement Release shall contain provisions designed to protect

the Settlement Facility from any Medicare reimbursement claims.

12.2 Insurance Document Requests. In order to facilitate the collection by the

Debtors and Coltec of insurance and to satisfy obligations under the Debtors’ and Coltec’s

insurance funding and settlement agreements, the Settlement Facility shall provide to the

Debtors, Coltec or any settling insurer identified by the Debtors or Coltec, promptly upon

request, access to data and other information reasonably relating to Claims submitted to and

accepted and paid by the Settlement Facility. To this end, the Trustee shall make available for

review, inspection and audit by such parties, at a mutually agreeable time, records, data and other

information reasonably relating to payments made by the Settlement Facility for Claims. Such

information shall include, to the extent available: (a) the Injured Party’s name, address, social

security number, date of birth and occupation; (b) the period of the Injured Party’s exposure to

asbestos-containing products manufactured or distributed by the Debtors or Coltec, including

work site(s) and identification of the type of asbestos-containing product(s); (c) with respect to

Extraordinary Claims, the period(s) of the Injured Party’s exposure to the asbestos-containing

products manufactured or distributed by other companies unrelated to the Debtors and Coltec;

(d) the Injured Party’s asbestos-related disease, including any medical diagnosis; (e) the date of

the Injured Party’s diagnosis with an asbestos-related disease; (f) if the Injured Party is deceased,

the cause of death and name of his or her personal representative; and (g) amounts paid by the

Settlement Facility to or on behalf of the Injured Party. All data and information provided

pursuant to this Section 12.2 shall be protected by an order or stipulation, so ordered by the

Bankruptcy Court, protecting the confidentiality of such data and information and restricting the



42

uses thereof to the express purposes stated in this Section 12.2. The Trustee shall consult with

the CAC and the FCR prior to providing the requested data and information.

12.3 Confidentiality of Claimant Submissions. All submissions to the Settlement

Facility by Claimants, including any materials that the Settlement Facility receives as a result of

the utilization of the release of information form attached hereto in Appendix V, shall be treated

as confidential by the Settlement Facility. The Settlement Facility will take appropriate steps to

preserve the confidentiality of such submissions. The Trustee shall disclose the Claimant

submissions with the permission of the Claimant or in response to a valid subpoena. The

Settlement Facility shall provide the Claimant or counsel for the Claimant with a copy of any

such subpoena promptly after being served. Nothing in these CRP, the Plan or the Settlement

Facility Agreement expands, limits or impairs the obligation under applicable law of a Claimant

to respond fully to lawful discovery in any underlying civil action regarding his or her

submission of factual information to the Settlement Facility for the purpose of obtaining

compensation for asbestos-related injuries from the Settlement Facility.

12.4 No Attorney Necessary. These CRP establish an administrative procedure for

making defined payments to Claimants based on objective criteria. Furthermore, these CRP are

designed so that Claimants can file their Claims without the assistance of an attorney. The

Settlement Facility shall not require Claimants to retain an attorney in order to file Claims with

the Settlement Facility. In addition, the Trustee shall administer these CRP so as to encourage

and facilitate Claimants filing Claims without the assistance of an attorney.

12.5 Consent and Consultation Procedures. Pursuant to the Plan and Settlement

Facility Agreement, these CRP will be administered by the Trustee and, where applicable, as set

forth herein and in the Settlement Facility Agreement, in consultation with the CAC and the FCR



43

or upon having obtained their consent. The initial Trustee, members of the CAC, and the FCR

are identified in the Settlement Facility Agreement.

12.6 Amendments. The Trustee, after consulting with the CAC and the FCR, may

amend these CRP, including the appendices attached hereto; provided, however, that (a) if the

consent of both the CAC and the FCR is required for the subject change pursuant to the

provisions hereof or of any such appendices, the Trustee must first obtain such consent and (b)

the Trustee may not change any provisions in these CRP or the appendices attached hereto that

grant the CAC and the FCR consent or consultation rights without first obtaining the consent of

both the CAC and the FCR. The Settlement Facility Agreement sets forth further details, not

inconsistent with these CRP, concerning amendments, including remedies if consent cannot be

obtained. Nothing herein is intended to preclude the CAC or the FCR from proposing to the

Trustee amendments to these CRP. Any amendments must continue to ensure holders of Present

Claims and Future Claims are treated fairly and equitably and receive settlement payments that

are as equal as possible. Notwithstanding anything contained in these CRP or the Settlement

Facility Agreement to the contrary, neither these CRP, the Settlement Facility Agreement, the

Settlement Facility Bylaws 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) of the Bankruptcy Code to the Plan and the Confirmation Order, (ii) the efficacy or

enforceability of the Asbestos Channeling Injunction or any other injunction or release issued or

granted in favor of any (or all) of Asbestos Protected Persons in connection with the Plan or (iii)

the Settlement Facility’s qualified settlement fund status under the QSF Regulations.



44

12.7 Severability. Should any provision contained in these CRP 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 CRP.

12.8 Governing Law. For all purposes, these CRP and their administration shall be

governed by, and construed in accordance with, the internal laws of the State of Delaware

without regard to its conflict of laws provisions.

12.9 Relation to Other Plan Documents. In the event that these CRP conflict with the

Plan, the Plan shall control. In the event these CRP conflict with the Settlement Facility

Agreement, these CRP shall control.



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APPENDIX I: EXPEDITED CLAIM REVIEW

Introduction

This Appendix describes how the Settlement Facility will calculate Matrix Amounts

under Expedited Claim Review.

Under this process, the Settlement Facility will make settlement offers to qualifying

Claimants based on the alleged Injured Party’s (“IP”) personal characteristics, the occupation in

which they allege contact with Coltec Products and/or GST Products, and the time duration

working in such occupation.

To qualify for a settlement offer under either Expedited Claim Review or Extraordinary

Claim Review, the Claimant, other than a malignant mesothelioma Claimant, must demonstrate

that the IP had at least six months of Coltec/GST Product Contact, as defined in the CRP, and

must meet the medical criteria described herein and otherwise meet all the applicable medical

requirements in the CRP, including those relating to the credibility of medical information.

I.A Occupation and Industry Groups

The Settlement Facility will determine the IP’s Contact Group based on the IP’s

occupation and industry during which the IP had Coltec/GST Product Contact; provided,

however, that for an IP with Secondary Coltec/GST Product Contact, the Settlement Facility will

determine the IP’s Contact Group based on the relevant occupationally exposed person’s

occupation and industry (as noted in the CRP, malignant mesothelioma is the only disease that

the Settlement Facility will provide compensation for if all of the IP’s exposure is Secondary

Coltec/GST Product Contact). The Contact Groups for each occupation and industry are

contained in Appendix IV to these CRP. Occupations and/or industries that would not give rise

to exposure to Coltec/GST Product Contact are not listed in Appendix IV. The Contact Groups



I-2

have been defined based on the assumed potential frequency and intensity of the IP’s contact

with asbestos-containing gasket or packing products, as follows:

• Group 1: Occupations in which there is relatively high frequency of gasket or packing removal work.

• Group 2: Occupations in which there is some gasket or packing removal work with significantly less frequency than in Group 1; close bystander contact from gasket or packing removal is likely.

• Group 3: Gasket or packing removal work is not frequent; potential for bystander contact from gasket or packing removal exists, but is not frequent.

• Group 4: Occasional bystander contact with gaskets or packing or extensive insulation exposure; job does not involve gasket or packing removal work, or minimal compared to Group 3; bystander contact from gasket or packing removal work is possible, but unlikely.

• Group 5: Occupation is unlikely to be encountered or contact with gasket or packing removal is very unlikely.

The Settlement Facility will offer Claimants in each Contact Group a settlement no

higher than the maximum settlement value allowed for the Contact Group (the “Maximum

Settlement Values”):3

Contact Group Maximum Settlement Values

Group 1 $[148,000]Group 2 $[44,400]Group 3 $[18,500]Group 4 $[9,250]Group 5 $[740]

The Claimant’s Expedited Claim Review settlement offer will be the Maximum

Settlement Value for the Claimant’s Contact Group multiplied by the IP Factors Index described

below. The IP Factors Index varies based on the IP’s disease and medical information,

3 The Plan Proponents have agreed for Disclosure Statement purposes on the preliminary Maximum Settlement Values bracketed in the table above and to the preliminary Medical Information Factors bracketed elsewhere in these CRP. The Trustee will ultimately determine the Maximum Settlement Values and Medical Information Factors. See CRP Section 2.3.



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demographic characteristics, jurisdiction (in the case of Present Claims) (if the Claimant elects to

document that factor), economic loss (if Claimant elects to report and document any), law firm

(in the case of Present Claims) (if the Claimant elects to document that factor), and the length of

time the IP spent in the activity or activities in which the IP experienced Coltec/GST Product

Contact in the relevant Contact Group.

If the IP had Coltec/GST Product Contact in more than one Contact Group, then the

Settlement Facility will calculate a separate settlement offer based on the IP’s time in each

Contact Group (taking into account all years in that Contact Group, whether in the same or

different occupations and whether or not continuous) by calculating a separate IP Factors Index

for each Contact Group and multiplying it by the Maximum Settlement Value for that Contact

Group. The Settlement Facility will then offer the Claimant the highest settlement offer yielded

by this calculation.

I.B Alleged Injured Party Factors Index

The Settlement Facility will calculate an IP Factors Index according to the rules set forth

below.

I.B.1 Medical Information Factor

The Settlement Facility will assign a Medical Information Factor based on the

following medical criteria (a Claim with respect to an IP who does not meet the medical criteria

for any of the listed diseases shall receive a Medical Information Factor of 0). Any increase in

the Medical Information Factors shall require the consent of both the CAC and the FCR. The

Medical Information Factor for malignant mesothelioma shall in no instance be less than 1.

Mesothelioma (Medical Information Factor = 1.0)



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1. Diagnosis of malignant mesothelioma by a board-certified pathologist or by a pathology report

prepared at or on behalf of a hospital accredited by the Joint Commission on Accreditation of

Healthcare Organizations; provided, however, that if a Claimant can establish a compelling

reason for the absence of such a pathology report, the Settlement Facility may elect, in its sole

discretion, to accept a credible diagnosis based upon (i) a physical examination of the IP by a

physician providing the diagnosis, which physical examination included a review by the

physician of tests results relating to other possible explanations for the Injured Party’s condition,

or (ii) other credible evidence, including, but not limited to medical records demonstrating

treatment of the IP based on a clinical diagnosis of malignant mesothelioma or a death certificate

indicating the cause of death is malignant mesothelioma.

Asbestos-Related Lung Cancer (Medical Information Factor = [0.25])

1. Diagnosis of primary lung cancer by board-certified pathologist, internist, pulmonologist,

medical oncologist, surgical oncologist, or occupational medicine physician, which diagnosis

affirms that exposure to asbestos fibers or dust was a contributing factor in causing the IP’s lung

cancer; and

2. Either (a) diagnosis of asbestosis (see 3. below), (b) an elevated asbestos lung tissue fiber

burden (see 4. below), or (c) a diagnosis of bilateral pleural plaques, diffuse bilateral pleural

thickening, or bilateral pleural calcification (see 5. below).

3. A diagnosis of asbestosis must be by a board-certified pulmonologist, internist, radiologist or

occupational medicine physician and must be supported by either pathology or radiology:

a. If by pathology, a board-certified pathologist must diagnose asbestosis pursuant to the

histologic criteria outlined in “Asbestos-Associated Diseases,” 106 Archives of

Pathology and Laboratory Medicine 11, Appendix 3 (October 8, 1982); and



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b. If by radiology, the Claimant must provide either (i) a roentgenographic interpretation

report of a NIOSH-certified B-reader verifying that the Injured Party has a quality 1 or 2

chest x-ray that has been read by a certified B-reader according to the ILO system of

classification as showing bilateral small irregular opacities (s, t, or u) with a profusion

grading of 1/0 or higher finding bilateral interstitial infiltrative profusion of 1/0 or greater

(Section 2B of the current NIOSH form), or (ii) a written radiology report of a board-

certified physician verifying that the Injured Party has a CT scan showing bilateral

interstitial fibrosis together with a report from another physician that affirms that the

bilateral interstitial fibrosis was caused by asbestos exposure.

4. An elevated asbestos lung tissue fiber burden must be documented by the report of a board-

certified pathologist of a retained asbestos fiber burden determined by a laboratory employing

procedures and the method of determining reference range values described in “Asbestos-

Associated Diseases,” 106 Archives of Pathology and Laboratory Medicine 11, Appendix 3

(October 8, 1982). The laboratory findings must report either (a) a retained fiber count

equivalent to at least one million fibers greater than five microns in length per gram of dry lung

tissue (values reported as fibers greater than five microns in length per gram of wet lung tissue

may be multiplied by a factor of ten to convert to dry lung tissue measurement) or (b) a retained

fiber count within the reference range values of the testing laboratory for bona fide cases of

asbestosis.

5. A diagnosis of bilateral pleural plaques, diffuse bilateral pleural thickening, or bilateral pleural

calcification must be by a board-certified pulmonologist, internist, radiologist or occupational

medicine physician and must be supported by either pathology or radiology:



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a. If by pathology, a board-certified pathologist must diagnose bilateral pleural plaques,

diffuse bilateral pleural thickening, or bilateral pleural calcification; and


report of a NIOSH-certified B-reader or a board-certified physician verifying that the

Injured Party has a quality 1 or 2 chest x-ray showing either bilateral pleural plaques,

diffuse bilateral pleural thickening, or bilateral pleural calcification, or (ii) a written

radiology report of a board-certified physician verifying that the Injured Party has a CT

scan showing either bilateral pleural plaques, diffuse bilateral pleural thickening, or

bilateral pleural calcification.

Severe Asbestosis (Medical Information Factor = [0.25])

1. Diagnosis of asbestosis caused by inhalation of asbestos fibers or dust, by board-certified

pulmonologist, internist, radiologist, or occupational medicine physician, based on either:

a. A quality 1 or 2 chest x-ray that has been read by a certified B-reader according to the

ILO system of classification as showing: bilateral small irregular opacities (s, t, or u) with

a profusion grading of 2/1 or higher; or

b. Pathological asbestosis graded 1(B) or higher under the criteria published in

“Asbestos-Associated Diseases,” 106 Archives of Pathology and Laboratory Medicine

11, Appendix 3 (October 8, 1982).

2. In addition to (1), asbestos-related pulmonary impairment, as demonstrated by pulmonary

function testing showing either:

a. Forced vital capacity below 65 percent of predicted and FEV1/FVC ratio (using actual

values) above 65 percent; or



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b. Total lung capacity, by plethysmography or timed gas dilution, below 65 percent of

predicted.

Asbestos-Related Other Cancer (Medical Information Factor = [0.10])

1. Diagnosis of colo-rectal, laryngeal, esophageal, pharyngeal, or stomach cancer by board-

certified pathologist, internist, pulmonologist, medical oncologist, surgical oncologist, or

occupational medicine physician, which diagnosis affirms that exposure to asbestos fibers or dust

was a contributing factor to the Injured Party’s cancer; and

2. Either (a) a diagnosis of asbestosis (see 3. below) or (b) a diagnosis of bilateral pleural

plaques, diffuse bilateral pleural thickening, or bilateral calcification (see 4. below).

3. A diagnosis of asbestosis must be by a board-certified pulmonologist, internist, radiologist, or

occupational medicine physician and must be supported by either pathology or radiology:

a. If by pathology, a board-certified pathologist must diagnose asbestosis pursuant to the

histologic criteria outlined in “Asbestos-Associated Diseases,” 106 Archives of

Pathology and Laboratory Medicine 11, Appendix 3 (October 8, 1982); and


report of a NIOSH-certified B-reader verifying that the Injured Party has a quality 1 or 2

chest x-ray that has been read by a certified B-reader according to the ILO system of

classification as showing bilateral small irregular opacities (s, t, or u) with a profusion

grading of 1/0 or higher finding bilateral interstitial infiltrative profusion of 1/0 or greater

(Section 2B of the current NIOSH form) or (ii) a written radiology report of a board-

certified physician verifying that the Injured Party has a CT scan showing bilateral

interstitial fibrosis together with a report from another physician that affirms that the

bilateral interstitial fibrosis was caused by asbestos exposure.



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4. A diagnosis of bilateral pleural plaques, diffuse bilateral pleural thickening, or bilateral pleural

calcification must be by a board-certified pulmonologist, internist, radiologist or occupational

medicine physician and must be supported by either pathology or radiology:

a. If by pathology, a board-certified pathologist must diagnose bilateral pleural plaques,

diffuse bilateral pleural thickening, or bilateral pleural calcification; and


report of a NIOSH-certified B-reader or a board-certified physician verifying that the

Injured Party has a quality 1 or 2 chest x-ray showing either bilateral pleural plaques,

diffuse bilateral pleural thickening, or bilateral pleural calcification, or (ii) a written

radiology report of a board-certified physician verifying that the Injured Party has a CT

scan showing either bilateral pleural plaques, diffuse bilateral pleural thickening, or

bilateral pleural calcification.

Disabling Asbestosis (Medical Information Factor = [0.03])

1. Diagnosis of bilateral diffuse interstitial fibrosis of the lungs caused by inhalation of asbestos

fibers or dust, by board-certified pulmonologist, internist, radiologist, or occupational medicine

physician, based on either:



a profusion grading of 1/0 or higher;

b. A CT scan that has been read by a board-certified physician showing bilateral

interstitial fibrosis; or



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c. Pathological asbestosis graded 1(B) or higher under the criteria published in



2. In addition to (1), asbestos-related pulmonary impairment, as demonstrated by pulmonary

function testing showing either:

a. Forced vital capacity below 80 percent of predicted and FEV1/FVC ratio (using actual

values) at or above 65 percent; or

b. Total lung capacity, by plethysmography or timed gas dilution, below 80 percent of

predicted.

Non-Disabling Asbestosis (Medical Information Factor = [0.02])

1. Diagnosis of bilateral diffuse interstitial fibrosis of the lungs caused by inhalation of asbestos

fibers or dust, by board-certified pulmonologist, internist, radiologist, or occupational medicine

physician, based on either:



a profusion grading of 1/0 or higher;

b. A CT scan that has been read by a board-certified physician showing bilateral

interstitial fibrosis; or

c. Pathological asbestosis graded 1(B) or higher under the criteria published in





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I.B.2 Age Factor

Claimants with younger IPs receive higher settlement offers than Claimants with

older IPs. The Settlement Facility will determine the Age Factor based on the earlier of the IP’s

diagnosis date and death date (the “IP Age”). The Settlement Facility will assign an Age Factor

of 1 for an IP Age of 75. The Settlement Facility will decrease the Age Factor by 0.015 for every

IP Age year above 75, but will not decrease the Age Factor below 0.7. The Settlement Facility

will increase the Age Factor by 0.015 for every IP Age year below 75, but will not increase the

Age Factor above 1.4.

I.B.3 Life Status Factor

If the IP is alive at the time the Claim Form is filed with the Settlement Facility,

the Settlement Facility will assign a Life Status Factor of 1.3. If the IP is deceased at the time the

Claim Form is filed with the Settlement Facility, the Settlement Facility will assign a Life Status

Factor of 1.

I.B.4 Dependents Factor

If the IP does not have a spouse or other dependents (minor children, adult

disabled dependent children, or dependent minor grandchildren) as of the date the Claim Form is

filed with the Settlement Facility, the Settlement Facility will assign a Dependents Factor of 0.8.

If the IP has a spouse but no other dependents as of the date the Claim Form is filed with the

Settlement Facility, the Settlement Facility will assign a Dependents Factor of 1. Finally, if the

IP has dependents (minor children, adult disabled dependent children, or dependent minor

grandchildren) who derive (or who derived at the time of the diagnosis of the disease that is the

subject of the Claim) at least one-half of their financial support from the IP, the Settlement

Facility will assign a Dependents Factor of 1.4.



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I.B.5 Economic Loss Factor

Claimants may elect (but are not required) to document economic losses related to the

IP’s loss of earnings, pension, social security, home services, medical expenses, and funerary

expenses. If the Claimant does not document economic loss or for which the economic loss

amount is $200,000 or less, the Settlement Facility will assign an Economic Loss Factor of 1.0.

If the documented economic loss amount is greater than $200,000, the Settlement Facility will

adjust the Economic Loss Factor upward by 0.001 for every thousand dollars of economic loss

over $200,000, up to a maximum Economic Loss Factor of 1.4. All claimed economic loss over

$200,000 must be supported by adequate documentation.

I.B.6 Duration of Coltec/GST Product Contact Factor

If the IP spent an aggregate of between six (6) months (other than an IP with

malignant mesothelioma for whom there is no minimum period of exposure) and two (2) years

performing the activity or activities in which the IP experienced Coltec/GST Product Contact in

a Contact Group, the Settlement Facility will assign a Duration of Coltec/GST Product Contact

Factor of 0.8. If the IP spent an aggregate of between two (2) years and four (4) years

performing the activity or activities in which the IP experienced Coltec/GST Product Contact in

a Contact Group, the Settlement Facility will assign a Duration of Coltec/GST Product Contact

Factor of 0.9. If the IP spent an aggregate of between four (4) years and six (6) years performing

the activity or activities in which the IP experienced Coltec/GST Product Contact in a Contact

Group, the Settlement Facility will assign a Duration of Coltec/GST Product Contact Factor of

1.0. If the IP spent an aggregate of between six (6) years and eight (8) years performing the

activity or activities in which the IP experienced Coltec/GST Product Contact in a Contact

Group, the Settlement Facility will assign a Duration of Coltec/GST Product Contact Factor of



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1.1. If the IP spent an aggregate of eight (8) years or more performing the activity or activities in

which the IP experienced Coltec/GST Product Contact in a Contact Group, the Settlement

Facility will assign a Duration of Coltec/GST Product Contact Factor of 1.2. The periods of time

hereunder need not be continuous (i.e., the months spent by the IP performing the activity or

activities in which the IP experienced Coltec/GST Product Contact in a Contact Group will be

added together to determine the relevant number of months for the calculation of the Duration of

Coltec/GST Product Contact Factor) and shall be calculated based on the amount of time that the

IP spent performing the activity or activities in which the IP experienced Coltec/GST Product

Contact in an occupation and industry in the relevant Contact Group. If the Claimant

experienced Coltec/GST Product Contact in a Contact Group while confined to a ship at sea for

one hundred (100) days, the Settlement Facility shall consider the one hundred (100) days of

exposure equivalent to one year of Coltec/GST Product Contact in the Contact Group.

I.B.7 Jurisdiction Factor

If a Claimant holding a Present Claim believes that the Claimant’s Jurisdiction, as

defined below, justifies a higher Settlement Offer because of the values of historical settlements

and verdicts in such jurisdiction against the Debtors, the Claimant may elect to provide evidence

to the Settlement Facility (a) regarding the amounts of such settlements and verdicts and (b)

establishing which jurisdiction is the Claimant’s Jurisdiction. If the Claimant does not elect to

provide such evidence, the Settlement Facility will assign a Jurisdiction Factor of 1.0. If the

Trustee is convinced, in his or her sole discretion, that the Claimant is entitled to a higher value

based on the historical settlements and verdicts in the Claimant’s Jurisdiction, he or she shall

adjust the Jurisdiction Factor up to a maximum Jurisdiction Factor of 1.2. For these purposes,

the “Claimant’s Jurisdiction” is the jurisdiction in which the Claimant filed a lawsuit against a



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Debtor in the tort system based on the injury that is the subject of the Claim; provided, however

if no such lawsuit was filed, the Claimant may elect as the Claimant’s Jurisdiction either (a) the

jurisdiction in which the IP resides at the time of diagnosis or when the claim is filed with the

Settlement Facility or (b) any jurisdiction in which the IP experienced Coltec/GST Product

Contact. The Jurisdiction Factor for all Future Claims shall be 1.0.

I.B.8 Law Firm Factor

If a Claimant holding a Present Claim believes that the identity of the law firm

representing the Claimant justifies a higher Settlement Offer because the law firm obtained

above average prepetition settlements and verdicts for similarly situated claims against the

Debtors in the five years before the Debtors’ bankruptcy filing, the Claimant may elect (but is

not required) to provide evidence to the Settlement Facility supporting such belief. Such

evidence must demonstrate that the law firm played a substantial role in the prosecution, trial and

resolution of such claims, such as actively participating in court appearances, discovery and trial

of the subject cases; the mere referral of a case, without further involvement will not be viewed

as having played a substantial role in the prosecution and resolution of a case. If the Claimant

does not elect to provide such evidence, the Settlement Facility will assign a Law Firm Factor of

1.0. If the Trustee is convinced, in his or her sole discretion, that the Claimant is entitled to a

higher value based on the identity of the law firm representing the Claimant, he or she shall

adjust the Law Firm Factor up to a maximum Law Firm Factor of 1.2. The Law Firm Factor for

all Future Claims shall be 1.0.

I.B.9 Calculation of IP Factors Index

To calculate the IP Factors Index, the Settlement Facility will multiply the

Medical Information Factor, Age Factor, Life Status Factor, Dependents Factor, Economic Loss



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Factor, Duration of Coltec/GST Product Contact Factor, Jurisdiction Factor, and Law Firm

Factor and divide, in the case of Present Claims, by 6.1641216, which is the maximum possible

value of the product of those factors for Present Claims.4 In the case of Future Claims, the

Settlement Facility shall divide the product of the various factors by 4.28064, which is the

maximum possible value of those factors for Future Claims.5 The purpose of the different

denominators is to ensure that no Present Claimant receives more than a Future Claimant simply

by reference to the Law Firm and Jurisdiction Factors. The range of the IP Factors Index is 0%

to 100%.

I.C Settlement Offer Determination

The Settlement Facility will determine the Expedited Claim Review Matrix Amount by

multiplying the Maximum Settlement Value for the Claimant’s Contact Group by the IP Factors

Index. If the IP had Coltec/GST Product Contact in more than one Contact Group, then the

Settlement Facility will determine a separate settlement offer based on the IP’s time in each

Contact Group (taking into account the period of time in that Contact Group, whether in the

same or different industries/occupations and whether or not continuous) by calculating a separate

IP Factors Index for each Contact Group and multiplying it by the Maximum Settlement Value

for that Contact Group. (For example, if the IP had five years in Group 1 and ten years in Group

2, the Settlement Facility will calculate separate settlement offers for the time in Group 1 and the

time in Group 2.) The Settlement Facility will then offer the Claimant the highest settlement

offer yielded by this calculation.

4 6.1641216 = 1.0 (Medical Information Factor) x 1.3 (Life Status Factor) x 1.4 (Dependents Factor) x 1.4 (Age

Factor) x 1.4 (Economic Loss Factor) x 1.2 (Duration of Coltec/GST Product Contact Factor) x 1.2 (Jurisdiction Factor) x 1.2 (Law Firm Factor).

5 4.28064 = 1.0 (Medical Information Factor) x 1.3 (Life Status Factor) x 1.4 (Dependents Factor) x 1.4 (Age Factor) x 1.4 (Economic Loss Factor) x 1.2 (Duration of Coltec/GST Product Contact Factor) x 1.0 (Jurisdiction Factor) x 1.0 (Law Firm Factor).



I-15

If a Claim is with respect to an IP who has malignant mesothelioma but less than six (6)

months of Coltec/GST Product Contact, the Settlement Facility shall calculate the Expedited

Claim Review Matrix Amount in the manner described above, but with a beginning Maximum

Settlement Value set proportionately below the normal Maximum Settlement Value to reflect the

fact that the Claim does not have six (6) months of Coltec/GST Product Contact. For example, if

a Claim is with respect to an IP who has malignant mesothelioma with three (3) months of

Coltec/GST Product Contact and is in Contact Group 1, the Matrix Amount for such Claim shall

be calculated based on a Maximum Settlement Value proportionally reduced to reflect the fact

that such Claim has 50% of the Coltec/GST Product Contact of a Claim with six (6) months of

Coltec/GST Product Contact. By way of example, if because of the application of the other

factors, an IP with six (6) months of Coltec/GST Product Contact would have been offered a

Matrix Amount of $_______, an identically situated IP with three (3) months of Coltec/GST

Product Contact would be offered $_______.



II-1

APPENDIX II: EXTRAORDINARY CLAIM REVIEW

This Appendix describes how the Settlement Facility will calculate Matrix Amounts for

Claimants electing Extraordinary Claim Review. In order to be eligible to elect Extraordinary

Claim Review, the Claim must be an Extraordinary Claim as defined in Section 6.1 of the CRP,

specifically a malignant Claim that meets the exposure and medical criteria set forth in Appendix

I and that is with respect to an Injured Party who credibly documents (a) a history of

extraordinary Coltec/GST Product Contact with little or no exposure to asbestos from other

Entities’ products and (b) there has not been and there is little likelihood of a substantial recovery

elsewhere. Claimants diagnosed with non-malignant diseases do not qualify for Extraordinary

Claim Review. Any dispute as to whether a Claim is or is not an Extraordinary Claim shall be

submitted to a special Extraordinary Claims Panel to be established by the Trustee with the

consent of the CAC and the FCR. All decisions of the Extraordinary Claims Panel as to whether

a Claim is or is not an Extraordinary Claim shall be final and not reviewable in either arbitration

or court.

Under Extraordinary Claim Review, qualifying Claimants will receive a settlement offer

based on the same IP factors as under Expedited Claim Review, but the Settlement Facility will

also consider the IP’s complete job and exposure history, and information regarding the

Claimant’s Other Claims.

In Extraordinary Claim Review, the maximum allowed settlement offer (the “Maximum

Extraordinary Settlement”) is an amount equal to five (5) times the Expedited Claim Review

Matrix Amount that the subject Claim would have received under the Expedited Claim Review.

The Settlement Facility shall first calculate the Expedited Claim Review Matrix Amount for the

Extraordinary Claim in the manner set forth in Appendix I and multiply such amount by five (5)



III-2

to determine the Maximum Extraordinary Settlement. The Settlement Facility will then use

information provided by the Claimant pursuant to Section 6.8 of the CRP to determine the

percentage of the Maximum Extraordinary Settlement that the Settlement Facility will offer the

Claimant, with the amount to be offered being determined by the Trustee, in his or her complete

discretion, after consideration of the merits of the Extraordinary Claim. In making such

determination, the Trustee shall consider, among other things, the number of companies that

contributed to the IP’s exposure to asbestos-containing products. Based on information provided

by the Claimant in compliance with the CRP, the Settlement Facility will calculate the total

number of such parties as (a) the number of companies whose products are identified as a source

of the IP’s asbestos exposure in tort discovery (including in interrogatory answers and

depositions): (b) if not already included in (a), the number of Trusts where the Claimant has filed

or expresses an intention to file a claim; and (c) if not already included in (a) or (b), the asbestos

defendants in whose bankruptcy proceedings the Claimant cast a ballot, unless the Claimant

verifies that he will not file a claim against such defendant’s Trust. The Trustee’s determination

of the amount to be offered to the holder of an Extraordinary Claim shall be final and not

reviewable in either arbitration or court.



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APPENDIX III: FORM OF SETTLEMENT RELEASE



III-2

GARLOCK SETTLEMENT FACILITY RELEASE AND INDEMNITY AGREEMENT

NOTICE: THIS IS A BINDING DOCUMENT THAT AFFECTS YOUR LEGAL RIGHTS. PLEASE CONSULT YOUR ATTORNEY IN CONNECTION WITH EXECUTING THIS DOCUMENT. IF YOU DO NOT PRESENTLY HAVE AN ATTORNEY, YOU MAY WISH TO CONSIDER CONSULTING ONE. WHEREAS, the undersigned, who is either the “Injured Party,” or the/an “Official Representative”6 (either being referred to herein as the “Claimant”), has filed a claim (the “Claim”) with the Garlock Settlement Facility (the “Settlement Facility”) pursuant to the Settlement Facility Claims Resolution Procedures (the “CRP”) established in In re Garlock Sealing Technologies, LLC, Case No. 10-BK-31607 (Bankr. W.D.N.C.) and In re OldCo, LLC, Case No. 16-BK-______ (Bankr. W.D.N.C) and such Claimant asserts a GST Asbestos Claim and/or a Coltec Asbestos Claim (collectively, “Asbestos Claim”) (all capitalized terms not defined herein shall have the respective meanings ascribed to them either in the CRP or in the Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC, Proposed Successor by Merger to Coltec Industries Inc (the “Plan”) confirmed by the United States Bankruptcy Court for the Western District of North Carolina and the United States District Court for the Western District of North Carolina on [DATE], Case Nos. 10-BK-31607 and 16-BK-_____ (lead cases)), and WHEREAS, the Claimant has agreed to settle and compromise the Injured Party’s Claim, for and in consideration of the allowance of the Claim by the Settlement Facility and its payment pursuant to the CRP in accordance with the terms set forth therein and herein; NOW, THEREFORE, the Claimant hereby agrees as follows:

1. On behalf of the Injured Party, the Injured Party’s estate, the Injured Party’s heirs and/or anyone else claiming rights through the Injured Party, now and in the future, the Claimant hereby fully and finally RELEASES, ACQUITS and FOREVER DISCHARGES (a) the Settlement Facility, the Debtors, the Reorganized Debtors, the CAC, the FCR and their respective settlors, trustors, trustees, directors, officers, agents, consultants, financial advisors, servants, employees, attorneys, heirs and executors and (b) the other Asbestos Protected Parties (collectively the “Releasees”), except as expressly provided in paragraphs 2 and 5 herein.

2. Notwithstanding the paragraph immediately above or anything to the contrary contained herein, if the Claim involves a non-malignant asbestos-related disease, the Injured Party may file a new Asbestos Claim against the Settlement Facility for a malignant disease that is diagnosed after the date of the Claimant's original submission of a proof of claim form to the Settlement Facility with respect to the Claim.

3. The Claimant expressly covenants and agrees forever to refrain from bringing any

6 The “Official Representative” is the/a person who under applicable state law or legal documentation has

the authority to represent the Injured Party, the Injured Party’s estate or the Injured Party’s heirs.



III-3

suit or proceeding at law or in equity, against the Releasees with respect to any Claim released herein.

4. Except as expressly provided herein, the Claimant intends this Release and

Indemnity Agreement to be as broad and comprehensive as possible so that the Releasees shall never be liable, directly or indirectly, to the Injured Party or the Injured Party’s heirs, legal representatives, successors or assigns, or any other entity claiming by, through, under or on behalf of the Injured Party, for or on account of any Asbestos Claim, whether the same is now known or unknown or may now be latent or may in the future appear to develop, including all spousal or dependants’ claims for the Injured Party’s injuries. If the Claimant is an Official Representative, the Claimant represents and warrants that the Claimant has all requisite legal authority to act for, bind, release claims of and accept payment on behalf of the Injured Party and all heirs of the Injured Party on account of any Asbestos Claim against the Releasees and hereby agrees to indemnify and hold harmless, to the extent of payment hereunder, excluding attorney’s fees and costs, the Releasees from any loss, cost, damage or expense arising out of or in connection with the rightful claim of any other entity to payments with respect to the Injured Party’s Asbestos Claim.

5. This Release and Indemnity Agreement is not intended to bar any cause of action, right, lien or claim which the Claimant may have against any alleged tortfeasor or other person or entity not included in the definition of Releasees. The Claimant hereby expressly reserves all his or her rights against such persons or entities. This Release and Indemnity Agreement is not intended to release or discharge any Asbestos Claim or potential Asbestos Claim that the Injured Party’s heirs (if any), spouse (if any), the Official Representative (if any) or the Official Representative’s heirs (if any) (other than the Injured Party) may have as a result of their own exposure to asbestos or asbestos-containing products.

6. The Claimant represents and warrants that all valid liens and reimbursement claims relating to benefits paid to or on account of the Injured Party in connection with, or relating to, the Asbestos Claim, have been resolved or will be resolved from the proceeds of the settlement payment to the Claimant under this Release or otherwise. It is further agreed and understood that no Releasee shall have any liability to the Claimant or any other person or entity in connection with such liens or reimbursement claims and that the Claimant will hold the Releasees harmless from any and all such alleged liability to the extent of payment hereunder, excluding attorney’s fees and costs. In addition, the Claimant will hold the Releasees harmless, to the extent of payment hereunder, excluding attorney’s fees and costs, from any and all liability arising from subrogation, indemnity or contribution claims related to the Asbestos Claim released herein.

7. It is further agreed and understood that if the Claimant has filed a civil action against the Settlement Facility, the Claimant shall dismiss such civil action and obtain the entry of an Order of Dismissal with Prejudice with respect to any Asbestos Claim released herein no later than 30 days after the date hereof.

8. The Claimant understands that the Asbestos Claim released herein has been



III-4

allowed by the Settlement Facility, and a liquidated value of $xxxxxx has been established for such Claim.

9. In the event of a verdict against others, any judgment entered on the verdict that takes into account the status of the Settlement Facility as a joint tortfeasor legally responsible for the Injured Party’s injuries shall be reduced by no more than the total and actual amount paid as consideration for this Release or such lesser amount as allowed by law.

10. The Claimant understands, represents and warrants this Release and Indemnity Agreement to be a compromise of a disputed claim and not an admission of liability by, or on the part of, the Releasees. Neither this Release and Indemnity Agreement, the compromise and settlement evidenced hereby, nor any evidence relating thereto, will ever be admissible as evidence against the Settlement Facility in any suit, claim or proceeding of any nature except to enforce this Release and Indemnity Agreement. However, this Release and Indemnity Agreement is and may be asserted by the Releasees as an absolute and final bar to any claim or proceeding now pending or hereafter brought by or on behalf of the Injured Party with respect to the Asbestos Claim released herein, except as expressly provided herein.

11. The Claimant (1) represents that no judgment debtor has satisfied, in full or in part, the Settlement Facility’s liability with respect to the Injured Party’s Asbestos Claim as the result of a judgment entered in the tort system and (2) upon information and belief, represents that the Claimant has not entered into a release (other than this Release and Indemnity Agreement) that discharges or releases the Settlement Facility’s liability to the Claimant with respect to the Injured Party’s Asbestos Claim.

12. The Claimant represents that he or she understands that this Release and Indemnity Agreement constitutes a final and complete release of the Releasees with respect to the Injured Party’s Asbestos Claim, except as expressly provided in paragraphs 2 and 5 herein. The Claimant has relied solely upon his or her own knowledge and information, and the advice of his or her attorneys (if any), as to the nature, extent and duration of the Injured Party’s injuries, damages, and legal rights, as well as the alleged liability of the Settlement Facility and the legal consequences of this Release and Indemnity Agreement, and not on any statement or representation made by or on behalf of the Settlement Facility.

13. This Release and Indemnity Agreement contains the entire agreement between the Claimant and the Releasees and supersedes all prior or contemporaneous, oral or written agreements or understandings relating to the subject matter hereof, including, without limitation, any prior agreements or understandings with respect to the liquidation of the Claim.

14. This Release and Indemnity Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof and shall be binding on the Injured Party and his or her heirs, legal representatives, successors and assigns.

15. To the extent applicable, the Claimant hereby waives all rights under Section 1542 of the California Civil Code, and any similar laws of any other state. California Civil Code



III-5

Section 1542 states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Claimant understands and acknowledges that because of the Claimant’s waiver of Section 1542 of the California Civil Code, even if the Injured Party should eventually suffer additional damages, the Injured Party will not be able to make any claim against the Releasees for those damages, except as expressly provided in paragraphs 2 and 5 herein. The Claimant acknowledges that he or she intends these consequences.

16. If the Claimant’s counsel directed the [NAME OF CLAIMS PROCESSING FACILITY] (the “Claims Processor”) to transmit to the Settlement Facility any information from the Claims Processor for purposes of settling the Claim, the Claimant acknowledges that the Claimant consented to the disclosure, transfer and/or exchange of information related to the Claim (including medical information) between the Settlement Facility and the Claims Processor in connection with the [NAME OF CLAIMS PROCESSING FACILITY]’s processing of the Claim.

17. The Claimant authorizes payment pursuant to Paragraph 8 to the Claimant or the Claimant’s counsel, as trustee for the Claimant.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



III-6

Medicare Secondary Payer Certification The Claimant hereby represents and certifies to the Settlement Facility that, in respect of the Claim, the Claimant has paid 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 the Asbestos Claim.

Certification I state that I have carefully read the foregoing Release and Indemnity Agreement and know the contents thereof, and I sign the same as my own free act. I additionally certify, under penalty of perjury, that the information that has been provided to support the Claim is true according to my knowledge, information and belief and further that I have the authority as the Claimant to sign this Release and Indemnity Agreement. I am: _____ the Injured Party ____ the Official Representative of the Injured Party, the Injured Party’s Estate or the Injured Party’s Heirs EXECUTED this day of , 20 ________________________________________ Signature of the Claimant



III-7

Name of the Claimant: CLAIMANT SSN: ***-**- Name of the Injured Party if different from the Claimant: INJURED PARTY SSN: ***-**- [If Claimant is not executing this Release and Indemnity Agreement electronically using the electronic signature process, the Claimant's signature must be authenticated by the signatures of two persons unrelated to the Claimant who witnessed the signing of this Release and Indemnity Agreement or by a notary public.] SWORN to and subscribed before me this _____ day of _____________, 20__ ___________________________________ Notary Public My Commission Expires: ____________ [OR] Signatures of two persons unrelated to the Claimant by blood or marriage who witnessed the signing of this Release and Indemnity Agreement ___________________________________ ___________________________________ Witness Signature Witness Signature



IV-1

APPENDIX IV: OCCUPATION CLASSIFICATION

INTO CONTACT GROUPS



III-2

Contact Groups Code Occupation Original PIQ

Code Contact Group

G-1 GASKET CUTTER (SECONDARY MANUFACTURING ONLY)

NA 1

G-2 INDUSTRIAL PLUMBER O-43 1 G-3 MARITIME MACHINERY

REPAIRMAN N-13 1

G-4 MARITIME MACHINIST’S MATE N-12 1 G-5A MILLWRIGHT (CHEMICAL,

MARITIME, MILITARY, PETROCHEMICAL, SHIPYARD CONSTRUCTION/REPAIR, TEXTILE, AND UTILITIES INDUSTRIES)

O-37 1

G-6 PIPEFITTER O-41 1 G-7 STEAMFITTER O-55 1 N-1 U.S. NAVY MACHINERY

REPAIRMAN N-13 1

N-2 U.S. NAVY MACHINIST’S MATE N-12 1 N-3 U.S. NAVY PIPEFITTER N-16 1 G-8 BOILER TECHNICIAN /

REPAIRMAN / BOILERMAKER O-09; O-10; O-11

2

G-9A FIREMAN (CHEMICAL, MARITIME, MILITARY, PETROCHEMICAL, SHIPYARD CONSTRUCTION/REPAIR, UTILITIES INDUSTRIES)

O-25 2

G-10A MACHINIST (MARITIME, MILITARY, SHIPYARD CONSTRUCTION/REPAIR, UTILITIES INDUSTRIES)

O-36 2

G-11 MARITIME ENGINEMAN, OILER, WIPER

N-5 2

G-5B MILLWRIGHT (OTHER INDUSTRIES)

O-37 2

G-12 REFINERY WORKER (CHEMICAL, LONGSHORE, AND PETROCHEMICAL INDUSTRIES)

O-47 2

G-13 SHIPFITTER / SHIPWRIGHT / SHIP BUILDER (CONSTRUCTION TRADES, MARITIME, MILITARY, AND SHIPYARD CONSTRUCTION/REPAIR INDUSTRIES)

O-53 2



III-3

Code Occupation Original PIQ Code

Contact Group

N-4 U.S. NAVY BOILER TECHNICIAN, BOILER MAKER

N-1; N-2 2

N-5 U.S. NAVY ENGINEMAN, OILER, WIPER

N-5 2

N-6 U.S. NAVY FIREMAN N-6 2 G-14 AIR CONDITIONING AND

HEATING INSTALLER / MAINTENANCE

O-02 3

G-15 ASSEMBLY LINE / FACTORY / PLANT WORKER

O-07 3

G-16 BUILDING MAINTENANCE / SUPERINTENDENT (INDUSTRIAL)

O-12 3

G-17 BURNER OPERATOR O-15 3 G-18 CONSTRUCTION (COMMERCIAL

OR INDUSTRIAL) O-19 3

G-19 CUSTODIAN / JANITOR (INDUSTRIAL ENVIRONMENT)

O-21 3

G-20 ELECTRICIAN O-22 3 G-21A ENGINEER (CHEMICAL,

CONSTRUCTION TRADES, IRON/STEEL, MILITARY, PETROCHEMICAL, SHIPYARD CONSTRUCTION/REPAIR, UTILITIES INDUSTRIES)

O-23 3

G-9B FIREMAN (OTHER INDUSTRIES) O-25 3 G-22A FURNACE WORKER /

REPAIRMAN / INSTALLER (CHEMICAL, CONSTRUCTION TRADES, IRON/STEEL, MARITIME, MILITARY, PETROCHEMICAL, SHIPYARD CONSTRUCTION/REPAIR, UTILITIES INDUSTRIES)

O-28 3

G-23 LABORER O-34 3 G-10B MACHINIST (OTHER

INDUSTRIES) O-36 3

G-24 NAVY / MARITIME (OTHER SHIPBOARD)

NA 3

G-25 POWER PLANT OPERATOR O-44 3 G-26 RAILROAD WORKER (RAILROAD

INDUSTRY) O-46 3

G-27 RUBBER / TIRE WORKER (TIRE/RUBBER INDUSTRY)

O-50 3

G-28 SEAMAN O-49 3



III-4


Contact Group

G-29A SHEET METAL WORKER / SHEET METAL MECHANIC (CHEMICAL, CONSTRUCTION TRADES, IRON/STEEL, MARITIME, MILITARY, SHIPYARD CONSTRUCTION/REPAIR, UTILITIES INDUSTRIES)

O-52 3

G-30 SHIPYARD WORKER (MAINLAND REPAIR, MAINTENANCE)

O-54 3

G-31 STEELWORKER (CONSTRUCTION TRADES AND IRON/STEEL INDUSTRIES)

O-56 3

N-7 U.S. NAVY DAMAGE CONTROLMAN

N-3 3

N-8 U.S. NAVY ELECTRICIAN’S MATE N-4 3 N-9 U.S. NAVY GAS TURBINE

SYSTEM TECHNICIAN N-7 3

N-10 U.S. NAVY INSTRUMENTMAN N-10 3 G-32 WELDER O-58 3 G-33 ASBESTOS SPRAYER / SPRAY

GUN MECHANIC O-06 4

G-34 BRICK MASON / LAYER / HOD CARRIER

O-14 4

G-35 CARPENTER O-16 4 G-36 CLERICAL / OFFICE WORKER O-18 4 G-37A CUSTODIAN / JANITOR IN OFFICE

/ RESIDENTIAL BUILDING (CONSTRUCTION TRADES)

O-20 4

G-21B ENGINEER (OTHER INDUSTRIES) O-23 4 G-38 FIREFIGHTER O-24 4 G-39 FOUNDRY WORKER O-27 4 G-22B FURNACE WORKER /

REPAIRMAN / INSTALLER (OTHER INDUSTRIES)

O-28 4

G-40 GLASS WORKER O-29 4 G-41 HEAVY EQUIPMENT OPERATOR

(INDUSTRIAL ENVIRONMENT) O-30 4

G-42 INSULATOR O-31 4 G-43 IRON WORKER O-32 4 G-44 JOINER (CONSTRUCTION

TRADES, MARITIME, MILITARY, AND SHIPYARD CONSTRUCTION/REPAIR INDUSTRIES)

O-33 4



III-5


Contact Group

G-45 LONGSHOREMAN, RIGGER, STEVEDORE (LONGSHORE, MARITIME, PETROCHEMICAL, AND SHIPYARD CONSTRUCTION/REPAIR INDUSTRIES)

O-35, O-49 4

G-46 MIXER / BAGGER O-38 4 G-47 PAINTER

(COMMERCIAL/INDUSTRIAL ENVIRONMENT)

O-40 4

G-48 PLASTERER O-42 4 G-49 SANDBLASTER O-51 4 G-29B SHEET METAL WORKER / SHEET

METAL MECHANIC (OTHER INDUSTRIES)

O-52 4

G-50 WAREHOUSE WORKER (INDUSTRIAL ENVIRONMENT)

O-57 4

G-51 ASBESTOS MINER O-03 5 G-52 ASBESTOS PLANT / ASBESTOS

MANUFACTURING WORKER O-04 5

G-53 ASBESTOS REMOVAL / ABATEMENT

O-05 5

G-54 AUTO MECHANIC / BRAKE REPAIRMAN, INSTALLER

O-08 5

G-55 BRAKE MANUFACTURER / INSTALLER

O-13 5

G-56 CHIPPER / GRINDER O-17 5 G-37B CUSTODIAN / JANITOR IN OFFICE

/ RESIDENTIAL BUILDING (OTHER INDUSTRIES)

O-20 5

G-57 FLOORING INSTALLER / TILE INSTALLER / TILE MECHANIC

O-26 5

G-58 NON-ASBESTOS MINER O-39 5 G-59 NON-OCCUPATIONAL /

RESIDENTIAL / DO-IT-YOURSELF (DIY)7

O-01 5

G-60 PROFESSIONAL (INDUSTRIAL ENVIRONMENT)

O-45 5

G-61 OTHER NA 5

7 Unless otherwise indicated, any occupation in a residential/do-it-yourself or non-industrial environment will be

classified in this group.



V-1

APPENDIX V: AUTHORIZATION FOR SETTLEMENT FACILITY TO OBTAIN

TRUST RECORDS



V-2

AUTHORIZATION FOR RELEASE OF RECORDS OF BANKRUPTCY TRUSTS AND CLAIMS RESOLUTION FACILITIES

TO WHOM IT MAY CONCERN:

The Claimant named below hereby authorizes each Trust and Claim Resolution Facility listed in the attachment hereto to provide directly to the GST Settlement Facility (“Settlement Facility”), or any of its representatives, all submissions made by Claimant and (if different from the Claimant) the party whose injury forms the basis of the claim (the “Injured Party”) to the Trust, including claim forms, any attachments to claim forms, and any amended or supplemental claim forms. Claimant expressly acknowledges that the Trust or Claim Resolution Facility may provide such documents directly to the Settlement Facility and need not obtain any further authorization from the Claimant or his/her representatives.

A copy of this Authorization shall be as valid as the original. This Authorization contains no expiration date and may be exercised by the Settlement Facility at any time. If Claimant’s representative has signed this Authorization, a notarized power of attorney is attached.

Name of Claimant: Social Security No.: Date of Birth:

Name of Injured Party (if different from Claimant): ____________________________ Social Security No.: _________________________________ Date of Birth: _____________________________________ Name of representative for Claimant or Injured Party: _____________________________

Signing party: _________________________________________

Signature:

Date:

Notarized:

Attachment: List of Trusts and Claim Resolution Facilities



V-3

List of Trusts and Claim Resolution Facilities

A&I Corp. Asbestos Bodily Injury Trust

Forty-Eight Insulations Qualified Settlement Trust

Raytech Corp. Asbestos Personal Injury Settlement Trust

A-Best Asbestos Settlement Trust

Fuller-Austin Asbestos Settlement Trust

Rock Wool Mfg Company Asbestos Trust

AC&S Asbestos Settlement Trust

G-I Asbestos Settlement Trust Rutland Fire Clay Company Asbestos Trust

Amatex Asbestos Disease Trust Fund

H.K. Porter Asbestos Trust Shook & Fletcher Asbestos Settlement Trust

APG Asbestos Trust Hercules Chemical Company, Inc. Asbestos Trust

Skinner Engine Co. Asbestos Trust

API, Inc. Asbestos Settlement Trust

J.T. Thorpe Settlement Trust Stone and Webster Asbestos Trust

Armstrong World Industries Asbestos Personal Injury Settlement Trust

JT Thorpe Company Successor Trust

Swan Asbestos and Silica Settlement Trust

ARTRA 524(g) Asbestos Trust

Kaiser Asbestos Personal Injury Trust

T H Agriculture & Nutrition, LLC Industries Asbestos Personal Injury Trust

ASARCO LLC Asbestos Personal Injury Settlement Trust

Keene Creditors Trust Thorpe Insulation Company Asbestos Personal Injury Settlement Trust

Babcock & Wilcox Company Asbestos Personal Injury Settlement Trust

Lummus 524(g) Asbestos PI Trust

United States Gypsum Asbestos Personal Injury Settlement Trust

Bartells Asbestos Settlement Trust

Lykes Tort Claims Trust United States Lines, Inc. and United States Lines (S.A.) Inc. Reorganization Trust

Brauer 524(g) Asbestos Trust M.H. Detrick Company Asbestos Trust

United States Mineral Products Company Asbestos Personal Injury Settlement Trust

Burns and Roe Asbestos Personal Injury Settlement

Manville Personal Injury UNR Asbestos-Disease



V-4

Trust Settlement Trust Claims Trust

C.E. Thurston & Sons Asbestos Trust

Muralo Trust Utex Industries, Inc. Successor Trust

Celotex Asbestos Settlement Trust

NGC Bodily Injury Trust Wallace & Gale Company Asbestos Settlement Trust

Combustion Engineering 524(g) Asbestos PI Trust

Owens Corning Fibreboard Asbestos Personal Injury Trust (OC Sub-Fund)

Western MacArthur-Western Asbestos Trust

Congoleum Plan Trust Owens Corning Fibreboard Asbestos Personal Injury Trust (FB Sub-Fund)

W.R. Grace Trust

DII Industries, LLC Asbestos PI Trust

PLI Disbursement Trust Pittsburgh Corning Trust

Eagle-Picher Industries Personal Injury Settlement Trust

Plibrico Asbestos Trust

Federal Mogul U.S. Asbestos Personal Injury Trust

Porter Hayden Bodily Injury Trust



APPENDIX VI: SETTLED GST ASBESTOS CLAIMS

Attached is a listing of proofs of claim based on Debtors’ records which identify proofs of claim filed by the Settled Claims Bar Date asserting a Settled GST Asbestos Claim or Settled GST Asbestos Claims that were listed on Debtors’ schedules and identified on such schedules as not disputed.

Claims identified as Subject to a Pending Objection are ones that are unliquidated and

disputed. Claims identified as POC Withdrawn by Claimant were initially objected to by Debtors, but now have been withdrawn by the claimant. They likewise were unliquidated and disputed, although they have now been withdrawn.

Claims where there is no indication of an objection or where it is indicated that Objection Withdrawn by Debtors are ones which are liquidated and not disputed.



Colt ID PACER Number Amount Claimed Creditor NameSubject to Pending

Objection

Objection Withdrawn by

Debtors

POC Withdrawn by Claimant

Law Firm

None 1459 $2,500.00 Aniaz, Albert x Bergman Draper Ladenburg Hart

None 1482 $9,500.00 Paquin, Walter x Bergman Draper Ladenburg Hart

G1029933 2134 $1,500.00 Adams, Robert Sr. x BOECHLER_ JEANETTE T

N1084336 2153 $2,000.00 Adler, Max x BOECHLER_ JEANETTE T

N1084329 2155 $3,000.00 Anderson, Marlan x BOECHLER_ JEANETTE T

G357229 2091 $2,000.00 Andvik, Craig x BOECHLER_ JEANETTE T

G1029939 2135 $1,500.00 Archer, Jack x BOECHLER_ JEANETTE T

G1085195 2156 $5,000.00 Bachmann, Robert x BOECHLER_ JEANETTE T

N1084352 2390 $3,000.00 Becker, James x BOECHLER_ JEANETTE T

N1191421 2424 $5,000.00 Berreth, John H. x BOECHLER_ JEANETTE T

G1167241 2412 $2,500.00 Braaten, Gordon x BOECHLER_ JEANETTE T

N1191422 2370 $7,000.00 Braaten, James x BOECHLER_ JEANETTE T

G357237 2094 $1,500.00 Carlson, Aldrew x BOECHLER_ JEANETTE T

G1029915 2374 $3,000.00 Custer, Ronald x BOECHLER_ JEANETTE T

G1029917 2375 $1,500.00 Decoteau, Robert x BOECHLER_ JEANETTE T

G1029951 2138 $2,500.00 Draeger, Clifford x BOECHLER_ JEANETTE T

G357230 2097 $2,000.00 Fossum, Erwin x BOECHLER_ JEANETTE T

N1084355 2392 $2,500.00 Frank, Charles x BOECHLER_ JEANETTE T

G1029923 2376 $2,500.00 Fred, Ronald x BOECHLER_ JEANETTE T

G357238 2100 $1,350.00 Frenette, Jack x BOECHLER_ JEANETTE T

G357239 2102 $1,350.00 Friend, Lorne x BOECHLER_ JEANETTE T

N1084335 2394 $2,000.00 Fry, Edison x BOECHLER_ JEANETTE T

G1029918 2378 $1,500.00 Gladue, Vern x BOECHLER_ JEANETTE T

G1090764 2395 $2,000.00 Goetzfried, Anthony x BOECHLER_ JEANETTE T

G357231 2104 $2,000.00 Green, Todd x BOECHLER_ JEANETTE T

G1029936 2139 $1,500.00 Gunderson, Steven x BOECHLER_ JEANETTE T

G357240 2108 $1,350.00 Haakenson, Helmer x BOECHLER_ JEANETTE T

N1084357 2397 $3,000.00 Halseth, James x BOECHLER_ JEANETTE T

None 2399 $1,000.00 Halseth, Raymond x BOECHLER_ JEANETTE T

N1084342 2158 $2,500.00 Hanson, Jerry x BOECHLER_ JEANETTE T

G1029926 2379 $1,500.00 Heilman, Larry x BOECHLER_ JEANETTE T

G1191441 2371 $5,000.00 Hills, Thomas x BOECHLER_ JEANETTE T

N1084333 2161 $3,000.00 Huber, Joseph x BOECHLER_ JEANETTE T

G1167253 2177 $3,500.00 Jacobs, Willard x BOECHLER_ JEANETTE T

G1029919 2380 $3,500.00 Johnson, Cary x BOECHLER_ JEANETTE T

N1084337 2163 $2,500.00 Jorgenson, Thomas x BOECHLER_ JEANETTE T

G1167252 2180 $3,500.00 Kmoch, Marcus x BOECHLER_ JEANETTE T

G357232 2111 $2,000.00 Krause, Leonard x BOECHLER_ JEANETTE T

N1172413 2181 $5,000.00 Kunkel, Alice x BOECHLER_ JEANETTE T

N1084358 2400 $2,500.00 Landphere, Russell x BOECHLER_ JEANETTE T

G1090763 2164 $3,000.00 Lang, LeRoy x BOECHLER_ JEANETTE T

G357233 2113 $2,000.00 Larson, Dennis x BOECHLER_ JEANETTE T

G1167243 2413 $7,000.00 Larson, Edward x BOECHLER_ JEANETTE T

N1132867 2166 $3,000.00 Larson, Frederick x BOECHLER_ JEANETTE T

G1029920 2381 $2,000.00 Lenoir, Greg x BOECHLER_ JEANETTE T

G1090766 2402 $1,000.00 Lock, Roger x BOECHLER_ JEANETTE T

G1029961 2141 $2,750.00 Lugert, Randall x BOECHLER_ JEANETTE T

G1029921 2382 $1,500.00 Lukins, Rodney x BOECHLER_ JEANETTE T

G1029928 2383 $1,500.00 Mayer, Clayton x BOECHLER_ JEANETTE T

G1029940 2143 $2,750.00 McGarry, Terry x BOECHLER_ JEANETTE T

G1005397 2115 $3,500.00 McGough, Jerome x BOECHLER_ JEANETTE T

G1005748 2117 $2,000.00 Mcgough, Richard x BOECHLER_ JEANETTE T

G357241 2120 $1,350.00 McGrath, Steven x BOECHLER_ JEANETTE T

G1167248 2187 $15,000.00 Melvin, Richard x BOECHLER_ JEANETTE T

N1084359 2403 $3,000.00 Morris, Myron x BOECHLER_ JEANETTE T

G1029924 2384 $2,500.00 Morris, Rodney x BOECHLER_ JEANETTE T

G1167238 2418 $2,000.00 Munch, Jerome x BOECHLER_ JEANETTE T

G1167247 2367 $5,000.00 Nelson, David x BOECHLER_ JEANETTE T

G1029900 2146 $3,000.00 Nettestad, Ardean x BOECHLER_ JEANETTE T

G1167251 2368 $10,000.00 Newland, Charles x BOECHLER_ JEANETTE T

N1191424 2426 $15,000.00 Olson, Reginald x BOECHLER_ JEANETTE T

G1029962 2147 $1,500.00 Page, Dennis x BOECHLER_ JEANETTE T

G1029937 2148 $1,500.00 Pauling, Martin x BOECHLER_ JEANETTE T

G1029925 2386 $2,500.00 Pigeon, Russell x BOECHLER_ JEANETTE T

N1105561 2420 $15,000.00 Rasch, Duane x BOECHLER_ JEANETTE T

G1090762 2168 $2,000.00 Reidman, Roger x BOECHLER_ JEANETTE T

G357234 2122 $2,000.00 Rieckman, Walter x BOECHLER_ JEANETTE T

N1084361 2404 $2,500.00 Riedinger, Larry x BOECHLER_ JEANETTE T

N1084362 2406 $3,500.00 Rime, Walter x BOECHLER_ JEANETTE T

G1167239 2421 $2,500.00 Schaan, Leonard x BOECHLER_ JEANETTE T

Page 1




Objection


Debtors


Law Firm

G357235 2124 $2,000.00 Schall, Leo x BOECHLER_ JEANETTE T

G357236 2127 $2,000.00 Schmidt, William x BOECHLER_ JEANETTE T

G1029931 2387 $2,500.00 Shaw, Erroll x BOECHLER_ JEANETTE T

G1029964 2150 $15,000.00 Sorgdrager, Roger x BOECHLER_ JEANETTE T

G1029942 2151 $1,500.00 Stahl, Samuel x BOECHLER_ JEANETTE T

G357252 2373 $1,750.00 Stanek, Allan x BOECHLER_ JEANETTE T

G357242 2130 $1,350.00 Thiele, Lloyd x BOECHLER_ JEANETTE T

G1167249 2369 $3,000.00 Thompson, Leonard x BOECHLER_ JEANETTE T

N1084338 2169 $2,500.00 Thomsen, Erling x BOECHLER_ JEANETTE T

G1167245 2422 $7,000.00 Ueckert, Martin x BOECHLER_ JEANETTE T

N1191423 2372 $14,000.00 Vandrovec, Ronald x BOECHLER_ JEANETTE T

G1090767 2407 $1,000.00 Weinhandl, Lee x BOECHLER_ JEANETTE T

G1167242 2427 $5,000.00 Weiss, Kenneth x BOECHLER_ JEANETTE T

G1029930 2388 $4,000.00 Zeitler, George x BOECHLER_ JEANETTE T

N1084334 2171 $2,500.00 Zitzow, Elmer x BOECHLER_ JEANETTE T

G1096279 2065 $500.00 Abel, Charles H. x BRAYTON PURCELL

G1187804 2066 $2,000.00 Adcock, Owen T. x BRAYTON PURCELL

G1096288 2067 $500.00 Arndt, Bruce x BRAYTON PURCELL

G1096179 2068 $500.00 Ashcraft, Robert D. Sr. x BRAYTON PURCELL

G1096290 2070 $1,500.00 Atkinson, David B. x BRAYTON PURCELL

G1096291 2072 $1,500.00 Auger, Raymond E. Sr. x BRAYTON PURCELL

G1096294 2073 $500.00 Bagwell, Clifford W. x BRAYTON PURCELL

G1096296 2075 $2,000.00 Bagwell, Melvyn S x BRAYTON PURCELL

G1096299 2077 $1,500.00 Baird, Teddy x BRAYTON PURCELL

G1096301 2079 $2,000.00 Barnes, Riley D. x BRAYTON PURCELL

G1096303 2080 $1,500.00 Barnett, Daniel R. x BRAYTON PURCELL

G1096305 2081 $500.00 Bauer, Kenneth W. x BRAYTON PURCELL

G1096307 2085 $2,000.00 Beavers, Jimmie L. x BRAYTON PURCELL

G1096308 2086 $2,000.00 Beckman, Gary V. x BRAYTON PURCELL

G1096310 2087 $500.00 Bellew, Leroy F. x BRAYTON PURCELL

G1096316 2088 $2,000.00 Bertrand, Fred D. x BRAYTON PURCELL

G1096319 2244 $1,500.00 Blum, Arlen K. (Dec.) x BRAYTON PURCELL

G1096321 2089 $500.00 Brincefield, George E. x BRAYTON PURCELL

G1096323 2092 $500.00 Bryant, R.L. x BRAYTON PURCELL

G1096327 2093 $1,500.00 Cackler, Doyle E. x BRAYTON PURCELL

G1096329 2096 $2,000.00 Carveth, Norman F. Jr. x BRAYTON PURCELL

G1096331 2268 $500.00 Cearlock, James x BRAYTON PURCELL

G1096333 2098 $1,500.00 Chamberlain, Jon A. x BRAYTON PURCELL

G1096337 2101 $1,500.00 Chambers, Robert T. x BRAYTON PURCELL

G1096359 2103 $2,000.00 Church, Curtis C. x BRAYTON PURCELL

G1096362 2107 $2,000.00 Coles, Thomas W. x BRAYTON PURCELL

G1096365 2110 $500.00 Cox, Bert E. x BRAYTON PURCELL

G1096366 2112 $2,000.00 Creek, Stacy L. x BRAYTON PURCELL

G1096368 2116 $2,000.00 Culver, Robert B. x BRAYTON PURCELL

G1096369 2118 $500.00 Davies, Bruce W. x BRAYTON PURCELL

G1096374 2121 $2,000.00 Day, Victor L. x BRAYTON PURCELL

G1096375 2125 $1,500.00 DeLozier, Kearney K. x BRAYTON PURCELL

G1096377 2128 $2,000.00 DeWitz, Kenneth H. x BRAYTON PURCELL

G1096378 2144 $500.00 Dockins, James E. x BRAYTON PURCELL

G1096379 2159 $500.00 Dorey, Dennis x BRAYTON PURCELL

G1096380 2174 $1,500.00 Dueman, Richard R. Sr. x BRAYTON PURCELL

G1096381 2176 $500.00 Dukes, John M. x BRAYTON PURCELL

G1096382 2178 $500.00 Dunn, Glenn A. x BRAYTON PURCELL

G1096383 2184 $1,500.00 Eddy, Don M. Sr. x BRAYTON PURCELL

G1096384 2185 $1,500.00 Egtvedt, Curtis L. x BRAYTON PURCELL

G1096385 2189 $500.00 Elliott, Victor R. x BRAYTON PURCELL

G1096387 2190 $1,500.00 Elser, Thomas L. x BRAYTON PURCELL

G1096388 2192 $1,500.00 Evans, Michael L. x BRAYTON PURCELL

G1096389 2193 $500.00 Evans, Ronald W. x BRAYTON PURCELL

G1096390 2194 $500.00 Evans, Terry L. x BRAYTON PURCELL

G1096391 2197 $1,500.00 Fanning, LeRoy x BRAYTON PURCELL

G1173732 2409 $1,500.00 Faulkner, Max (Dec) x BRAYTON PURCELL

G1096393 2199 $2,000.00 Fechner, Royal L. x BRAYTON PURCELL

G1096394 2201 $2,000.00 Ferguson, Donald W. x BRAYTON PURCELL

G1096396 2204 $1,500.00 Fisk, Geroge C x BRAYTON PURCELL

G1096397 2210 $1,500.00 Flowers, James E. x BRAYTON PURCELL

G1096398 2211 $1,500.00 Fogelstrom, Gene C. x BRAYTON PURCELL

G1096400 2219 $1,500.00 Fox, David L. x BRAYTON PURCELL

G1096401 2221 $1,500.00 Franklin, George Y. x BRAYTON PURCELL

G1096402 2224 $2,000.00 Galloway, Jody L. x BRAYTON PURCELL

Page 2




Objection


Debtors


Law Firm

G1096405 2226 $1,500.00 Gordon, Edward L. x BRAYTON PURCELL

G1096406 2231 $500.00 Gordon, Richard C. x BRAYTON PURCELL

G1096408 2232 $1,500.00 Guilmette, Michael L. Sr. x BRAYTON PURCELL

G1096189 2235 $10,000.00 Hargrove, Argus x BRAYTON PURCELL

G1096412 2238 $500.00 Harkins, Jack M. x BRAYTON PURCELL

G1096413 2240 $2,000.00 Hart, Thomas L. Jr. x BRAYTON PURCELL

G1096433 2246 $1,500.00 Helley, Leonard V. Sr. x BRAYTON PURCELL

G1096435 2249 $2,000.00 Hersel, Norman x BRAYTON PURCELL

G1096437 2250 $2,000.00 Hildebrand, William H. x BRAYTON PURCELL

G1096445 2253 $2,000.00 Hurley, Jack E. x BRAYTON PURCELL

G1096450 2256 $500.00 Isaacs, James E. (Dec) x BRAYTON PURCELL

G1096452 2259 $2,000.00 Jahr, William L. x BRAYTON PURCELL

G1096454 2286 $1,500.00 Johnson, Donald L. x BRAYTON PURCELL

G1096456 2261 $2,000.00 Jones, James R. x BRAYTON PURCELL

G1096457 2206 $2,000.00 Jordan, Robert D. (Dec) x BRAYTON PURCELL

G1096459 2213 $500.00 Keeler, Leonard C. x BRAYTON PURCELL

G1096461 2215 $500.00 Keller, Jack W. x BRAYTON PURCELL

G1096463 2217 $1,500.00 Letts, Lawrence F. x BRAYTON PURCELL

G1096466 2220 $2,000.00 Love, David E. x BRAYTON PURCELL

G1096469 2225 $2,000.00 Lueders, Glen L. x BRAYTON PURCELL

G1096472 2230 $2,000.00MacKenzie, Carolyn -Jean for the Estate of Joe Clyde

x BRAYTON PURCELL

G1096476 2234 $2,000.00 Manson, Rodney T. x BRAYTON PURCELL

G1096478 2248 $1,500.00 May, Oather C. x BRAYTON PURCELL

G1096483 2252 $2,000.00 McFann, Gregory L. x BRAYTON PURCELL

G1096485 2255 $1,500.00 McGregor, Gary L. x BRAYTON PURCELL

G1096491 2260 $500.00 Middleton, Arthur H. x BRAYTON PURCELL

G1096493 2264 $1,500.00 Moody, Billy W. x BRAYTON PURCELL

G1096495 2269 $2,000.00 Nelson, Vincent H. x BRAYTON PURCELL

G1096500 2272 $1,500.00 Nieman, Billie D. x BRAYTON PURCELL

G1096260 2288 $500.00 Nieman, Thomas x BRAYTON PURCELL

G1096503 2291 $500.00 Ogle, Clark R. x BRAYTON PURCELL

G1096505 2294 $500.00 Ogle, Eldridge V. x BRAYTON PURCELL

G1096509 2297 $500.00 Ogle, Shirel F. Sr. x BRAYTON PURCELL

G1096511 2301 $2,000.00 Olinghouse, Timothy W. x BRAYTON PURCELL

G1096514 2304 $500.00 Owens, Travis B. x BRAYTON PURCELL

G1096516 2336 $1,500.00 Pace, Thomas (Dec.) x BRAYTON PURCELL

G1096517 2339 $500.00 Peart, Horace Hugh (Dec.) x BRAYTON PURCELL

G1096519 2342 $2,000.00 Pennington, Carl O. x BRAYTON PURCELL

G1096521 2345 $2,000.00 Pennington, Robert M. Sr. x BRAYTON PURCELL

G1096525 2347 $2,000.00 Peterson, Calvin D. x BRAYTON PURCELL

G1096529 2348 $500.00 Pinkston, James x BRAYTON PURCELL

G1096532 2352 $500.00 Piotowski, Victor J. x BRAYTON PURCELL

G1096534 2353 $500.00 Pipkin, Jerry L. x BRAYTON PURCELL

G1096925 2354 $500.00 Pulse, Kenneth L. x BRAYTON PURCELL

G1096926 2283 $500.00 Purcell, Daniel P. x BRAYTON PURCELL

G1096927 2355 $500.00 Pygott, Richard G. x BRAYTON PURCELL

G1096929 2357 $2,000.00 Rathka, Jay V. x BRAYTON PURCELL

G1096930 2358 $2,000.00 Rawlings, Richard G. x BRAYTON PURCELL

G1096262 2359 $15,000.00 Ream, Kenneth C. (Dec.) x BRAYTON PURCELL

G1096931 2258 $2,000.00 Reeves, Daniel J. x BRAYTON PURCELL

G1096933 2265 $1,500.00 Rice, Harrel F. x BRAYTON PURCELL

G1096934 2270 $1,500.00 Richmond, LeRoy A. x BRAYTON PURCELL

G1096935 2273 $1,500.00 Riggleman, William P. x BRAYTON PURCELL

G1096936 2275 $1,500.00 Robertson, Patrick W. x BRAYTON PURCELL

G1096937 2278 $2,000.00 Roe, Orbit A. x BRAYTON PURCELL

G1096938 2279 $1,500.00 Rolen, Jack C. x BRAYTON PURCELL

G1096939 2281 $2,000.00 Rosenberger, Kenneth P. x BRAYTON PURCELL

G1096941 2284 $2,000.00 Ruff, Simon P. Jr. x BRAYTON PURCELL

G1096942 2274 $1,500.00 Salgado, John W. x BRAYTON PURCELL

G1063154 1967 $1,500.00 Schooler, Joseph L. x BRAYTON PURCELL

G1096944 2289 $2,000.00 Shaw, Charles E. x BRAYTON PURCELL

G1096945 2292 $1,500.00 Shelton, Charles E. Jr. x BRAYTON PURCELL

G1096946 2296 $500.00 Sherwood, Charles M. x BRAYTON PURCELL

G1096947 2299 $2,000.00 Shook, Carroll D. x BRAYTON PURCELL

G1096949 2305 $500.00 Sims, Lloyd R. x BRAYTON PURCELL

G1096951 2309 $2,000.00 Smart, Terry L. (Dec.) x BRAYTON PURCELL

G1096194 2254 $7,500.00 Smith, Clyde A. (Dec) x BRAYTON PURCELL

G1096956 2310 $500.00 Styles, Ralph W. (Dec.) x BRAYTON PURCELL

G1168281 2351 $500.00 Talbert, Walter E. (Dec.) x BRAYTON PURCELL

G1096957 2312 $2,000.00 Tate, Jimmy N. x BRAYTON PURCELL

Page 3




Objection


Debtors


Law Firm

G1096958 2314 $1,500.00 Taylor, Donald M. x BRAYTON PURCELL

G1096960 2315 $1,500.00 Tigner, Royce E. x BRAYTON PURCELL

G1096962 2318 $1,500.00 Traylor, Wayland M. (Dec.) x BRAYTON PURCELL

G1096963 2320 $2,000.00 Turner, Oscar E. x BRAYTON PURCELL

G1096965 2325 $500.00 Vickery, Rudolph L. x BRAYTON PURCELL

G1096966 2327 $1,500.00 Wages, William W. x BRAYTON PURCELL

G1096197 2330 $10,000.00 Wall, Elmer H. x BRAYTON PURCELL

G1096968 2331 $2,000.00 Wells, John U. Jr. x BRAYTON PURCELL

G1096970 2333 $2,000.00 Whitehorn, Billy J. x BRAYTON PURCELL

G1096199 2335 $7,500.00 Wierima, Wayne E. x BRAYTON PURCELL

G1096971 2338 $2,000.00 Wilhelm, Lenese S. x BRAYTON PURCELL

G1176897 2341 $1,500.00 Willmorth, Dale A. x BRAYTON PURCELL

G1096974 2343 $1,500.00 Wilson, David J. x BRAYTON PURCELL

G1096977 2344 $1,500.00 Wren, Rex G. x BRAYTON PURCELL

G1096978 2346 $500.00 Yopp, Fred W. x BRAYTON PURCELL

G1096980 2349 $2,000.00 Zellner, Jimmy J. (Dec.) x BRAYTON PURCELL

G1196916 114 $75,000.00 Cordis, George E. x Clapper Patti Schweizer & Mason

G1200559 1556 $200,000.00 Cody, Paul G. x Coady Law Firm

G1212911 1559 $180,000.00 Eisler, Leroy I. x Coady Law Firm

G1194416 1558 $200,000.00 Freeman, James W. x Coady Law Firm

None 486 $1,600.00 Brock, Robert Clinton x Environmental Litigation Group, P.C.

G179466 488 $1,600.00 Guin, Orvin x Environmental Litigation Group, P.C.

None 489 $1,600.00 Mello, William David x Environmental Litigation Group, P.C.

G1209804 2229 $30,000.00 Davis, Wesley x FLEMING, NOLEN & JEZ, L.L.P.

G1204846 2191 $5,000.00 Doberstein, Donald x FLEMING, NOLEN & JEZ, L.L.P.

G1203748 2453 $7,000.00 Filarecki, William x FLEMING, NOLEN & JEZ, L.L.P.

G1211579 2222 $25,000.00 Fox, Edward x FLEMING, NOLEN & JEZ, L.L.P.

G1198689 2451 $23,000.00 Gill, Jose (Dec.) Sr. x FLEMING, NOLEN & JEZ, L.L.P.

G1205295 2457 $10,000.00 Jordan, Gerald x FLEMING, NOLEN & JEZ, L.L.P.

G1198688 2160 $14,000.00 Kirks, Wilbert x FLEMING, NOLEN & JEZ, L.L.P.

G1206001 2477 $5,000.00 Lane, Thomas x FLEMING, NOLEN & JEZ, L.L.P.

G1206593 2487 $15,000.00 Lee, Frederick x FLEMING, NOLEN & JEZ, L.L.P.

G1207849 2216 $19,000.00 Moore, Sherrie x FLEMING, NOLEN & JEZ, L.L.P.

G1202949 2452 $5,000.00 Murray, Wayne x FLEMING, NOLEN & JEZ, L.L.P.

G1202952 2175 $5,000.00 Nickolas, Arthur x FLEMING, NOLEN & JEZ, L.L.P.

G1203750 2152 $24,000.00 Oxford, J.C. x FLEMING, NOLEN & JEZ, L.L.P.

G1207196 2207 $15,000.00 Rice, Victor x FLEMING, NOLEN & JEZ, L.L.P.

G1206002 2481 $24,000.00 Rottmund, Edward (Dec) x FLEMING, NOLEN & JEZ, L.L.P.

G1203684 2170 $7,000.00 Smith, John P. x FLEMING, NOLEN & JEZ, L.L.P.

M1203880 2492 $5,000.00 Snyder, Robert x FLEMING, NOLEN & JEZ, L.L.P.

G1207197 2195 $15,000.00 Taska, Irene x FLEMING, NOLEN & JEZ, L.L.P.

G1202202 2165 $30,000.00 Touchstone, James x FLEMING, NOLEN & JEZ, L.L.P.

G1206090 2473 $24,000.00 Walker, Danny x FLEMING, NOLEN & JEZ, L.L.P.

G1198153 1573 $16,000.00 Abbott, Robert Sr. x Goldenberg Heller

G1203226 1597 $16,000.00 Acree, James T. x Goldenberg Heller

G1200018 1598 $1,500.00 Barry, Terrence x Goldenberg Heller

G1197623 1599 $16,000.00 Behrend, Harry x Goldenberg Heller

G1192263 1600 $7,500.00 Bobb, Richard F. x Goldenberg Heller

G1198781 1601 $16,000.00 Bondoni, James M. x Goldenberg Heller

G1194058 1602 $16,000.00 Brewster, Sally x Goldenberg Heller

G1185932 1603 $7,500.00 Bryant, Howard L. x Goldenberg Heller

G1185930 1711 $7,500.00 Burns, Charles D. x Goldenberg Heller

G1199791 1604 $16,000.00 Bushman, Oran x Goldenberg Heller

G1187672 1606 $7,500.00 Caldwell, Charles O. Sr. x Goldenberg Heller

G1200003 1607 $7,500.00 Carney, Carroll x Goldenberg Heller

G1198779 1608 $5,000.00 Cox, Richard x Goldenberg Heller

G1197358 1609 $16,000.00 Crouse, Gene x Goldenberg Heller

G1195352 1610 $16,000.00 Curtright, Maureen E. x Goldenberg Heller

G1184458 1611 $7,500.00 Daniels, Richard W. x Goldenberg Heller

G1191352 1646 $7,500.00 Davis, Donald Richard x Goldenberg Heller

G1200004 1647 $16,000.00 Day, Jack x Goldenberg Heller

G1194957 1649 $7,500.00 Dixon, Clarence Henry x Goldenberg Heller

G1201583 1650 $16,000.00 Dyal, Henry D. x Goldenberg Heller

G1197085 1651 $7,500.00 Ehlers, Edward F. x Goldenberg Heller

G1190270 1652 $5,000.00 Emmons, Kenneth x Goldenberg Heller

G1200583 1654 $5,000.00 Feldman, Leroy E. x Goldenberg Heller

G1154367 1656 $7,500.00 Fowler, Merlin E. x Goldenberg Heller

G1198842 1659 $16,000.00 Franklin, Tommy Lee x Goldenberg Heller

G1167944 1661 $7,500.00 Frasure, Ralph x Goldenberg Heller

G1192255 1663 $16,000.00 Frommer, James x Goldenberg Heller

Page 4




Objection


Debtors


Law Firm

G1196549 1666 $16,000.00 Gardner, John A. x Goldenberg Heller

G1193170 1671 $7,500.00 Guthrie, Cletis O. x Goldenberg Heller

G1204959 1675 $16,000.00 Heep, Zelba Leon x Goldenberg Heller

G1198843 1676 $16,000.00 Hulse, Steven P. x Goldenberg Heller

G1195556 1677 $7,500.00 Kent, Charles E. x Goldenberg Heller

G1202316 1678 $1,500.00 Kircher, Bill x Goldenberg Heller

G1201687 1681 $5,000.00 Koller, Charles D. x Goldenberg Heller

G1198150 1683 $16,000.00 Kozojed, Virgil x Goldenberg Heller

G1198782 1712 $16,000.00 Livingston, George E. (Dec.) x Goldenberg Heller

G1170858 1614 $7,500.00 Lockhart, Elmer E. x Goldenberg Heller

G1197081 1615 $16,000.00 Love, William F. x Goldenberg Heller

G1199786 1616 $16,000.00 McSperritt, John x Goldenberg Heller

G1189358 1617 $7,500.00 Mills, Andrew x Goldenberg Heller

G1206523 1618 $16,000.00 Montgomery, Pat x Goldenberg Heller

G1199092 1619 $7,500.00 Moore, Ronald A. x Goldenberg Heller

G1198606 1620 $7,500.00 Morgan, Paul D. x Goldenberg Heller

G1187673 1715 $16,000.00 Mosier, John Lydle (Dec.) x Goldenberg Heller

G1198613 1621 $16,000.00 Moss, Philip S. x Goldenberg Heller

G1197354 1622 $16,000.00 Mount, Henry Jr. x Goldenberg Heller

G1197099 1623 $16,000.00 Myles, Robert T. x Goldenberg Heller

G1205991 1624 $16,000.00 Norris, Connie S. x Goldenberg Heller

G1197617 1625 $16,000.00 Pellegrino, Halli x Goldenberg Heller

G1201698 1626 $7,500.00 Pettit, Clarence E. x Goldenberg Heller

G1201235 1627 $16,000.00 Phillips, Wyman x Goldenberg Heller

G1200595 1628 $7,500.00 Price, James R. x Goldenberg Heller

G1206686 1629 $16,000.00 Pursley, George O. x Goldenberg Heller

G1206831 1630 $1,500.00 Rancour, Maurice x Goldenberg Heller

G1190266 1631 $7,500.00 Rogers, Roy x Goldenberg Heller

G1191354 1632 $7,500.00 Ruf, Norman x Goldenberg Heller

G1199785 1713 $16,000.00 Rymer, William E. (Dec.) x Goldenberg Heller

G1199829 1633 $16,000.00 Senick, John N. x Goldenberg Heller

G1202752 1634 $16,000.00 Smith, Jeanne x Goldenberg Heller

G1210758 1635 $16,000.00 Snellings, Charles R. x Goldenberg Heller

G1206264 1636 $16,000.00 Squires, Mary G. x Goldenberg Heller

G1197622 1637 $16,000.00 Stonerock, Robert x Goldenberg Heller

G1207852 1639 $7,500.00 Stout, Carlos R. x Goldenberg Heller

G1196579 1640 $16,000.00 Sturken, Edward C. x Goldenberg Heller

G1206995 1641 $16,000.00 Thornburg, Harold D. x Goldenberg Heller

G1204962 1642 $16,000.00 Todd, Ross M. x Goldenberg Heller

G1176544 1643 $7,500.00 Vandiver, Carl Wayne x Goldenberg Heller

G1206263 1703 $16,000.00 Varner, Larry A. x Goldenberg Heller

G1194333 1704 $16,000.00 Wade, Susie x Goldenberg Heller

N73363 1705 $7,500.00 Watson, Revis x Goldenberg Heller

G1198780 1716 $16,000.00 Weir, Robert S. (Dec.) x Goldenberg Heller

G1196574 1719 $16,000.00 Wheby, Albert x Goldenberg Heller

G1192261 1706 $16,000.00 Wilson, Lawshia Sr. x Goldenberg Heller

G1202597 1707 $7,500.00 Wring, Harold x Goldenberg Heller

G1204958 1708 $16,000.00 Wyant, Roger D. x Goldenberg Heller

G1195553 1648 $1,500.00 Alexander, Astra x Gori Julian & Associates, P.C.

G1212303 1653 $15,000.00 Anderson, William x Gori Julian & Associates, P.C.

G1198602 1655 $1,000.00 Antonio, Bernard x Gori Julian & Associates, P.C.

G1205835 1657 $70,000.00 Arent, Douglas x Gori Julian & Associates, P.C.

G1203191 1658 $1,500.00 Barnum, Samuel x Gori Julian & Associates, P.C.

G1184459 1584 $15,000.00 Benjamin, Larry x Gori Julian & Associates, P.C.

G1203190 1660 $2,000.00 Bonneval, Albert x Gori Julian & Associates, P.C.

G1194956 1662 $1,000.00 Briggs, Robert x Gori Julian & Associates, P.C.

G1209808 1664 $10,000.00 Bryan, Eddie x Gori Julian & Associates, P.C.

G1202683 1665 $5,000.00 Buhmann, John x Gori Julian & Associates, P.C.

G1201584 1575 $15,000.00 Console, Aldo P. (Dec.) x Gori Julian & Associates, P.C.

G1198615 1585 $15,000.00 Costello, John x Gori Julian & Associates, P.C.

G1207595 1667 $10,000.00 Crossland, George x Gori Julian & Associates, P.C.

G1206267 2493 $3,161.91 Cuellar, Leland x Gori Julian & Associates, P.C.

G1208232 1669 $125,000.00 Dillbeck, Victor x Gori Julian & Associates, P.C.

G1208634 1672 $15,000.00 Dins, Rudy x Gori Julian & Associates, P.C.

G1208976 1673 $10,000.00 Dorato, Edwardo x Gori Julian & Associates, P.C.

G1196546 1674 $1,000.00 Fairchild, Earl x Gori Julian & Associates, P.C.

G1205211 1679 $10,000.00 Funderburk, Robert x Gori Julian & Associates, P.C.

G1194329 1581 $5,000.00 Gatto, Louis P. (Dec.) x Gori Julian & Associates, P.C.

M1203111 2448 $12,647.61 Glazier, David x Gori Julian & Associates, P.C.

G1209507 1682 $50,000.00 Grohosky, John x Gori Julian & Associates, P.C.

Page 5




Objection


Debtors


Law Firm

C1199650 1684 $100,000.00 Harrison, Barbara x Gori Julian & Associates, P.C.

G1198147 1685 $9,000.00 Hines, Delmar x Gori Julian & Associates, P.C.

G1195944 1687 $15,000.00 Kombrink, August x Gori Julian & Associates, P.C.

G1205510 1670 $5,000.00 Kostal, Jerry x Gori Julian & Associates, P.C.

G1201198 1680 $1,000.00 Lampin, Charles Sr. x Gori Julian & Associates, P.C.

G1198151 1588 $15,000.00 Mason, Joseph x Gori Julian & Associates, P.C.

G1199295 1571 $15,000.00 Mathews, Samuel L. (Dec.) x Gori Julian & Associates, P.C.

G1192252 1576 $5,000.00 McGuffie, Alford L. (Dec.) x Gori Julian & Associates, P.C.

G1208231 1579 $10,000.00 Miller, Wilfred x Gori Julian & Associates, P.C.

G1202855 1686 $1,000.00 Mooney, J.W. x Gori Julian & Associates, P.C.

M1205496 1693 $5,000.00 Motroni, Joseph x Gori Julian & Associates, P.C.

G1212085 1694 $5,000.00 Napierala, Paul x Gori Julian & Associates, P.C.

G1208633 1696 $90,000.00 Needham, Joe x Gori Julian & Associates, P.C.

G1212483 1697 $10,000.00 Phillips, Gertha x Gori Julian & Associates, P.C.

G1201690 1577 $15,000.00 Pope, Michael D. (Dec.) x Gori Julian & Associates, P.C.

G1194334 1574 $15,000.00 Powell, Robert E. (Dec.) x Gori Julian & Associates, P.C.

G1202167 1578 $15,000.00 Smith, Monte B. (Dec.) x Gori Julian & Associates, P.C.

G1204773 1699 $5,000.00 Speckman, Karl x Gori Julian & Associates, P.C.

G1202166 1700 $5,000.00 Stone, Claude x Gori Julian & Associates, P.C.

M1197515 1701 $120,000.00 Thompson, Leroy x Gori Julian & Associates, P.C.

G1207354 1710 $145,000.00 Weber, Jacob x Gori Julian & Associates, P.C.

G1202170 1717 $5,000.00 White, Walter x Gori Julian & Associates, P.C.

G1196548 1718 $1,000.00 Williams, Clifford x Gori Julian & Associates, P.C.

G1194597 1720 $1,000.00 Williams, Curtis x Gori Julian & Associates, P.C.

G1203712 1721 $5,000.00 Wolcott, Devere Jr. x Gori Julian & Associates, P.C.

G1209453 1722 $20,000.00 Young, Fred x Gori Julian & Associates, P.C.

G1208625 1833 $35,000.00 Palmer, Ronald Ralph x Harowitz & Tigerman, LLP

G1212331 1834 $25,000.00 Shaffer, Ronald x Harowitz & Tigerman, LLP

G1209171 1835 $50,000.00 Velikaneye, Joseph G. x Harowitz & Tigerman, LLP

G1120067 2515 $3,000.00 Aikman, Oannie x HEARD ROBINS CLOUD

G1008698 1931 $20,000.00 Alderson, Elijah x HEARD ROBINS CLOUD

G1057767 2306 $3,000.00 Alvarado, Armanda x HEARD ROBINS CLOUD

G1008693 2307 $3,000.00 Aranda, Antonio x HEARD ROBINS CLOUD

G1155068 2311 $3,000.00 Arceneaux, Christopher x HEARD ROBINS CLOUD

G1095466 1938 $12,500.00 Arie, Clay x HEARD ROBINS CLOUD

G1017655 1939 $20,000.00 Autman, Albert x HEARD ROBINS CLOUD

G362014 1940 $20,000.00 Barker, Donald x HEARD ROBINS CLOUD

G1120070 2514 $20,000.00 Barnes, Michael x HEARD ROBINS CLOUD

G1032923 2470 $7,500.00 Barnett, Lacy x HEARD ROBINS CLOUD

G1011820 1941 $3,000.00 Bellis, Raymond Jr. x HEARD ROBINS CLOUD

G1155070 2313 $3,000.00 Bennett, George Jr. x HEARD ROBINS CLOUD

G1057733 1942 $3,000.00 Blaylock, Ira x HEARD ROBINS CLOUD

G1066851 2316 $3,000.00 Booth, Homer Jr. x HEARD ROBINS CLOUD

G1014753 2522 $35,000.00 Boswell, Willie Sr. x HEARD ROBINS CLOUD

G1155072 2319 $3,000.00 Botting, Robert x HEARD ROBINS CLOUD

G115020 1943 $3,000.00 Boutte, Alcide x HEARD ROBINS CLOUD

G1155073 2471 $3,000.00 Branum, Bobby x HEARD ROBINS CLOUD

G1066852 2322 $3,000.00 Broome, Monte x HEARD ROBINS CLOUD

G1066853 2324 $3,000.00 Brosius, John x HEARD ROBINS CLOUD

G1008694 1944 $7,500.00 Burgess, Jesse x HEARD ROBINS CLOUD

G1155074 1945 $20,000.00 Burke, Kenneth x HEARD ROBINS CLOUD

G1155076 1946 $3,000.00 Calderon, Juan Jose x HEARD ROBINS CLOUD

G1155078 2326 $3,000.00 Cloud, Tony x HEARD ROBINS CLOUD

G368092 2509 $20,000.00 Cocek, Fred x HEARD ROBINS CLOUD

G1005177 2518 $4,500.00 Collins, Frank x HEARD ROBINS CLOUD

G1021947 1947 $3,000.00 Compton, Michael x HEARD ROBINS CLOUD

G1095472 1948 $20,000.00 Compton, Zane x HEARD ROBINS CLOUD

G361996 2502 $20,000.00 Connor, William x HEARD ROBINS CLOUD

G1002114 2521 $3,000.00 Corley, Billy x HEARD ROBINS CLOUD

G1017658 1949 $3,000.00 Cowen, Billy x HEARD ROBINS CLOUD

G1037585 2498 $20,000.00 Crippin, James x HEARD ROBINS CLOUD

G1011848 1950 $12,000.00 Crump, Arthur x HEARD ROBINS CLOUD

G1066857 2329 $3,000.00 Daigle, Anthony x HEARD ROBINS CLOUD

G1053649 2475 $3,000.00 David, Gregory x HEARD ROBINS CLOUD

None 1951 $20,000.00 DeLaGarza, Gumecindo x HEARD ROBINS CLOUD

G1057779 1952 $3,000.00 Delgado, Rogerio x HEARD ROBINS CLOUD

G1021948 1953 $3,000.00 Dixon, Ocie x HEARD ROBINS CLOUD

G1008682 1954 $3,000.00 Doss, Lloyd x HEARD ROBINS CLOUD

G1006434 2332 $3,000.00 Eckermann, Allen x HEARD ROBINS CLOUD

G1017659 1955 $20,000.00 Edwards, Willard Jr. x HEARD ROBINS CLOUD

Page 6




Objection


Debtors


Law Firm

G1155081 1956 $3,000.00 Ethridge, Herman x HEARD ROBINS CLOUD

G1047017 1957 $20,000.00 Fannin, Herman x HEARD ROBINS CLOUD

G1008703 2507 $20,000.00 Farmer, Lonnie x HEARD ROBINS CLOUD

G1014867 1958 $3,000.00 Fisher, William x HEARD ROBINS CLOUD

G1066861 2479 $3,000.00 Flores, David x HEARD ROBINS CLOUD

G1017661 1959 $20,000.00 Ford, Clifton x HEARD ROBINS CLOUD

G1021940 2506 $3,000.00 Freeman, Bobbie x HEARD ROBINS CLOUD

G360177 2482 $3,000.00 Frost, Jack x HEARD ROBINS CLOUD

G1126486 2334 $3,000.00 Fulton, Jimmy x HEARD ROBINS CLOUD

G1057783 2385 $3,000.00 Gallegos, Julian x HEARD ROBINS CLOUD

G1038668 2519 $35,000.00 Galloway, Ernest x HEARD ROBINS CLOUD

G1011850 1960 $3,000.00 Gandy, Rube x HEARD ROBINS CLOUD

G1086253 2500 $3,000.00 Garza, Felipe x HEARD ROBINS CLOUD

G1151386 1961 $3,000.00 Gaspard, Raymond x HEARD ROBINS CLOUD

G1057691 2484 $3,000.00 Gay, Patricia x HEARD ROBINS CLOUD

G1011823 1962 $3,000.00 Glover, William x HEARD ROBINS CLOUD

G1155083 1963 $3,000.00 Gonzalez, Delfino x HEARD ROBINS CLOUD

G1151387 1964 $3,000.00 Green, Harold x HEARD ROBINS CLOUD

G1036594 1965 $20,000.00 Griffin, Billy x HEARD ROBINS CLOUD

G362023 1966 $3,000.00 Griffith, Duane x HEARD ROBINS CLOUD

G1034595 2008 $3,000.00 Griffith, John x HEARD ROBINS CLOUD

G1015448 2009 $3,000.00 Guerra, Jesus x HEARD ROBINS CLOUD

G1006436 2011 $3,000.00 Guidry, Charles Sr. x HEARD ROBINS CLOUD

G1120077 2513 $3,000.00 Guillory, Marshall Sr. x HEARD ROBINS CLOUD

G1014149 2389 $20,000.00 Gullett, Joseph x HEARD ROBINS CLOUD

G354566 2012 $3,000.00 Hazley, Dave x HEARD ROBINS CLOUD

G1087306 2391 $3,000.00 Hebert, Don x HEARD ROBINS CLOUD

G1045840 2516 $20,000.00 Heinrich, Leo x HEARD ROBINS CLOUD

G1006438 2013 $3,000.00 Henderson, Michael x HEARD ROBINS CLOUD

None 2393 $3,000.00 Hernandez, Robert x HEARD ROBINS CLOUD

G1066869 2015 $7,500.00 Holly, Bobby x HEARD ROBINS CLOUD

G1120066 2512 $3,000.00 Horn, Donald x HEARD ROBINS CLOUD

G1057789 2016 $3,000.00 Huerta, Cristobal x HEARD ROBINS CLOUD

G1055721 2508 $3,000.00 Ivy, Jacob x HEARD ROBINS CLOUD

G1018892 2018 $3,000.00 Jackson, Douglas x HEARD ROBINS CLOUD

G1005173 2520 $1,100.00 Jackson, Kyle x HEARD ROBINS CLOUD

G1047019 2020 $3,000.00 Jackson, Marvin x HEARD ROBINS CLOUD

G1120080 2511 $3,000.00 Jernigan, George x HEARD ROBINS CLOUD

G1036597 2396 $3,000.00 Johnson, Jimmy x HEARD ROBINS CLOUD

G1057793 2021 $3,000.00 Johnson, John Mack x HEARD ROBINS CLOUD

G1021799 2022 $3,000.00 Johnson, Milton x HEARD ROBINS CLOUD

G1055715 2023 $3,000.00 Johnson, William Roy x HEARD ROBINS CLOUD

G1010712 2505 $3,000.00 Jones, William x HEARD ROBINS CLOUD

G1095424 2025 $20,000.00 Jordan, James x HEARD ROBINS CLOUD

G362039 2026 $20,000.00 Kelley, Horace Sr. x HEARD ROBINS CLOUD

G354574 2485 $3,000.00 Kelley, Wilbert x HEARD ROBINS CLOUD

None 2028 $3,000.00 Kempson, L x HEARD ROBINS CLOUD

G1047020 2486 $3,000.00 Kukkuck, Bernard x HEARD ROBINS CLOUD

G1086257 2499 $3,000.00 Lopez, Domingo x HEARD ROBINS CLOUD

G1036599 2398 $3,000.00 Lozona, Reynaldo x HEARD ROBINS CLOUD

G1036600 2401 $3,000.00 Machann, Susan x HEARD ROBINS CLOUD

G1037591 2488 $20,000.00 Martin, Harold x HEARD ROBINS CLOUD

None 2510 $3,000.00 Matthews, Donald x HEARD ROBINS CLOUD

None 2489 $20,000.00 McCampbell, Chester x HEARD ROBINS CLOUD

G1066878 2029 $7,500.00 McKinney, Ronald x HEARD ROBINS CLOUD

G1066879 2504 $20,000.00 McKinnon, C.S. x HEARD ROBINS CLOUD

G362042 2031 $3,000.00 McLaren, Robert Jr. x HEARD ROBINS CLOUD

G1057795 2032 $3,000.00 Montoya, Isreal x HEARD ROBINS CLOUD

G1062453 2405 $3,000.00 Morales, Dolores x HEARD ROBINS CLOUD

G1062455 2214 $3,000.00 Mosley, Willie x HEARD ROBINS CLOUD

G354569 2034 $3,000.00 Moss, Charlie x HEARD ROBINS CLOUD

G1021945 2036 $3,000.00 Moss, Tommy x HEARD ROBINS CLOUD

G1036611 2037 $3,000.00 Muniz, Jesus x HEARD ROBINS CLOUD

G1148548 2038 $3,000.00 Neeley, James x HEARD ROBINS CLOUD

G1066884 2415 $3,000.00 Novak, James x HEARD ROBINS CLOUD

G362001 2501 $3,000.00 Perez, Eugene x HEARD ROBINS CLOUD

G1034516 2039 $3,000.00 Powell, Howard Sr. x HEARD ROBINS CLOUD

G1045791 2042 $3,000.00 Pugh, Lloyd x HEARD ROBINS CLOUD

G1047015 2417 $3,000.00 Pursley, Ray x HEARD ROBINS CLOUD

G362031 2043 $3,000.00 Reed, Albert x HEARD ROBINS CLOUD

Page 7




Objection


Debtors


Law Firm

G1015453 2044 $3,000.00 Richter, Paul x HEARD ROBINS CLOUD

G1053661 2046 $3,000.00 Saenz, Leonel x HEARD ROBINS CLOUD

G1066889 2503 $3,000.00 Samora, Johnny x HEARD ROBINS CLOUD

None 2419 $3,000.00 Samuel, James x HEARD ROBINS CLOUD

G1036602 2491 $3,000.00 Selfridge, Lester x HEARD ROBINS CLOUD

G1062475 2497 $3,000.00 Smith, Ardis x HEARD ROBINS CLOUD

G1018897 2047 $7,500.00 Stephens, Clyde x HEARD ROBINS CLOUD

G1047023 2049 $20,000.00 Sutton, Charlie x HEARD ROBINS CLOUD

G1151389 2051 $3,000.00 Taylor, Ronald x HEARD ROBINS CLOUD

G1018898 2052 $3,000.00 Thomas, Robert x HEARD ROBINS CLOUD

G1062476 2425 $3,000.00 Troquille, James x HEARD ROBINS CLOUD

None 2517 $4,500.00 Vaughn, William x HEARD ROBINS CLOUD

G1009408 2429 $3,000.00 Venable, Wesley x HEARD ROBINS CLOUD

G1148560 2056 $3,000.00 Villarreal, Adolph x HEARD ROBINS CLOUD

G1087310 2057 $3,000.00 Vincent, Rickey x HEARD ROBINS CLOUD

G1151390 2058 $3,000.00 Walker, Clarence x HEARD ROBINS CLOUD

G1011827 2431 $3,000.00 Walton, John x HEARD ROBINS CLOUD

G1011828 2494 $20,000.00 Ward, John x HEARD ROBINS CLOUD

G1066895 2463 $3,000.00 Welch, Johnathan x HEARD ROBINS CLOUD

G1021958 2059 $3,000.00 White, Bob x HEARD ROBINS CLOUD

G1151392 2060 $3,000.00 White, Frank x HEARD ROBINS CLOUD

G1036613 2061 $3,000.00 Winder, Herbert x HEARD ROBINS CLOUD

G1006448 2466 $3,000.00 Woodard, Elton x HEARD ROBINS CLOUD

G1062480 2468 $3,000.00 Zavala, Jesus x HEARD ROBINS CLOUD

G1189524 1689 $1,000.00 Rooney, Rita (Dec.) x Howard, Brenner & Nass, P.C.

G1185397 2454 $2,800.00 Benson, Theodore x JACOBS & CRUMPLAR

N1195568 2458 $3,000.00 Bryson, Ronald x JACOBS & CRUMPLAR

G1124394 2462 $3,000.00 Burke, Austin x JACOBS & CRUMPLAR

N1197315 2464 $3,000.00 Curlett, David x JACOBS & CRUMPLAR

G1191582 2465 $3,000.00 Fisher, Lewis x JACOBS & CRUMPLAR

G1176913 2467 $2,800.00 Harris, Richard x JACOBS & CRUMPLAR

N1189827 2469 $3,000.00 Kaminski, Joseph x JACOBS & CRUMPLAR

G1190931 2472 $3,000.00 Urian, Barry x JACOBS & CRUMPLAR

N1197663 2474 $3,000.00 Villanueva, Michael x JACOBS & CRUMPLAR

G138918 2533 $3,500.00 Austin, Howard M. x JAMES F HUMPHREYS & ASSOCIATES

N71844 2496 $1,000.00 Brunner, Raymond J. x JAMES F HUMPHREYS & ASSOCIATES

G228048 2476 $3,750.00 Bryan, Cline S. x JAMES F HUMPHREYS & ASSOCIATES

G254629 2528 $1,800.00 Caudill, John M. x JAMES F HUMPHREYS & ASSOCIATES

N47388 2529 $3,000.00 Clawson, Joseph x JAMES F HUMPHREYS & ASSOCIATES

G1058421 2534 $15,000.00 Crockett, Willis R. x JAMES F HUMPHREYS & ASSOCIATES

G1188649 2535 $15,000.00 Cyrus, Ronald R. x JAMES F HUMPHREYS & ASSOCIATES

None 2527 $1,800.00 Diebold, David C. x JAMES F HUMPHREYS & ASSOCIATES

G222203 2480 $10,000.00 Hudnall, James G. x JAMES F HUMPHREYS & ASSOCIATES

None 2537 $1,800.00 Humphrey, Norman R. x JAMES F HUMPHREYS & ASSOCIATES

G260703 2530 $1,800.00 Oster, John D. x JAMES F HUMPHREYS & ASSOCIATES

None 2531 $1,800.00 Robbins, James W. x JAMES F HUMPHREYS & ASSOCIATES

N90417 2495 $1,000.00 Scott, Ray M. x JAMES F HUMPHREYS & ASSOCIATES

G138906 2523 $1,000.00 Smith, Russell H. x JAMES F HUMPHREYS & ASSOCIATES

None 2525 $1,800.00 Snoddy, Clinton E. x JAMES F HUMPHREYS & ASSOCIATES

N230680 2532 $1,000.00 Trkula, Ljubomir x JAMES F HUMPHREYS & ASSOCIATES

None 2526 $2,000.00 Venoy, Ronald D. Sr. x JAMES F HUMPHREYS & ASSOCIATES

G260732 2524 $6,500.00 Webb, Lawrence D. x JAMES F HUMPHREYS & ASSOCIATES

G1208053 1595 $6,500.00 Barnes, James Clyde (Dec.) x Keller, Fishback & Jackson LLP

G1198329 1645 $1,000.00 Hardeman, Leonard Lee (Dec.) x Keller, Fishback & Jackson LLP

G1206017 1644 $3,000.00 Thompson, Thomas Jr. x Keller, Fishback & Jackson LLP

G1179883 1547 $1,750.00 Agnew, Marshell x Law Offices of Peter G. Angelos, P.C.

G1199464 1492 $1,500.00 Agro, Harry C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1918 $1,750.00 Ailey, Joseph L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

555612 1724 $1,750.00 Anderson, David M. III (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1179983 1726 $1,750.00 Armstrong, William x Law Offices of Peter G. Angelos, P.C.

None 1856 $2,500.00 Aurilia, Joseph A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G160969 1728 $1,750.00 Avery, Fred D. x Law Offices of Peter G. Angelos, P.C.

None 1919 $1,000.00 Bates, Roy (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1730 $1,750.00 Beere, Edward W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180236 1548 $1,750.00 Beitzel, Hayward P. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180271 1550 $1,750.00 Bell, Edwin E. (Dec.) Sr. x Law Offices of Peter G. Angelos, P.C.

G110058 1921 $1,000.00 Bennett, Charles, (Dec.) x Law Offices of Peter G. Angelos, P.C.

G179864 1732 $4,500.00 Bernhard, Melvin E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G85916 1552 $1,750.00 Bever, David L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1733 $1,750.00 Bey, Robert Y. (Dec.) x Law Offices of Peter G. Angelos, P.C.

Page 8




Objection


Debtors


Law Firm

None 1923 $1,000.00 Bostic, Henry A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180716 1734 $4,500.00 Bowman, John A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G123037 1857 $1,000.00 Boyle, John S. (Dec.) x Law Offices of Peter G. Angelos, P.C.

221892 1735 $1,750.00 Brady, Edward D. (Dec.) x Law Offices of Peter G. Angelos, P.C.

512186 1737 $1,750.00 Britton, Marvin D. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180869 1738 $1,750.00 Brooks, Frances L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180895 1739 $4,500.00 Brown, Brazelia A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G252405 1858 $1,500.00 Brown, Milton J. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1924 $1,000.00 Broyles, Roy F. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1925 $1,000.00 Buchanan, John L. x Law Offices of Peter G. Angelos, P.C.

None 1794 $1,000.00 Burcin, John (Dec.) x Law Offices of Peter G. Angelos, P.C.

G260756 1531 $1,000.00 Burk, Kenneth x Law Offices of Peter G. Angelos, P.C.

520596 1926 $1,000.00 Burkett, Clell H. (Dec.) x Law Offices of Peter G. Angelos, P.C.

528136 1740 $1,750.00 Butler, Raymond (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1859 $1,000.00 Carroll, Ronald x Law Offices of Peter G. Angelos, P.C.

G1179526 1795 $2,500.00 Casner, Randall G. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1741 $1,750.00 Cassell, Herbert x Law Offices of Peter G. Angelos, P.C.

None 1934 $3,000.00 Cates, James M. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1936 $1,000.00 Clowers, John E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G329666 1742 $1,750.00 Cornish, Clarence (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2006 $1,500.00 Cunningham, Robert F. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1861 $1,500.00 Daliessio, Thomas C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1192934 1744 $10,000.00 Daly, Frances (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1497 $1,000.00 D'Ambrosio, Daniel x Law Offices of Peter G. Angelos, P.C.

G1176683 1745 $4,500.00 Dehaven, Thomas K. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1498 $1,500.00 Dicker, Dorothy (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1179533 1796 $1,000.00 Dolinsky, John x Law Offices of Peter G. Angelos, P.C.

521201 2007 $1,000.00 Dougherty, Ralph C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1746 $4,500.00 Duke, Henry S. (Dec.) x Law Offices of Peter G. Angelos, P.C.

N161665 1499 $1,000.00 Edwards, Sharon M. x Law Offices of Peter G. Angelos, P.C.

None 1747 $10,000.00 Emerson, Mattie (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1771 $1,750.00 Espey, Howard T. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1772 $1,750.00 Ewart, Maurice W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

221198 1773 $1,750.00 Farrell, Frank (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180126 1500 $1,000.00 Faust, Richard M. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1181621 1839 $4,500.00 Figgatt, Ronald L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1186358 2010 $1,000.00 Ford, Billy D. x Law Offices of Peter G. Angelos, P.C.

G1147719 1840 $4,500.00 Fortune, James L. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1125198 1841 $10,000.00 Franz, Richard A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182398 1842 $1,750.00 Gardiner, Robert E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182400 1843 $1,750.00 Gardner, Joan x Law Offices of Peter G. Angelos, P.C.

G1182402 1844 $1,750.00 Gardner, Victor H. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182403 1845 $1,750.00 Garner, Aubrey x Law Offices of Peter G. Angelos, P.C.

G1182430 1553 $1,750.00 Gilpin, Philip K. x Law Offices of Peter G. Angelos, P.C.

G1180210 1501 $1,000.00 Gimpert, Joseph R. Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182451 1847 $1,750.00 Granruth, Wilhelminia (Dec.) x Law Offices of Peter G. Angelos, P.C.

G253673 1523 $5,000.00 Grant, William A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1848 $10,000.00 Gray, Alma x Law Offices of Peter G. Angelos, P.C.

N231263 1554 $1,750.00 Green, John W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

521203 2014 $1,000.00 Green, Kester (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1797 $2,500.00 Gsell, John H. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2017 $1,000.00 Hamby, Hubert (Dec.) x Law Offices of Peter G. Angelos, P.C.

G263777 1882 $2,500.00 Haney, Hugh J. (Dec.) x Law Offices of Peter G. Angelos, P.C.

222269 1849 $4,500.00 Harbaugh, Charles J. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182476 1851 $4,500.00 Harges, Troy W. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1869 $1,750.00 Harris, Maurice A. x Law Offices of Peter G. Angelos, P.C.

G1195771 1872 $1,750.00 Harris, Walter (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1181660 1889 $1,750.00 Hedgepeth, Lewis S. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2019 $1,000.00 Henry, Joe B. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2024 $1,000.00 Higgins, George W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G278297 1897 $1,750.00 Hill, Luther (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182693 1911 $1,750.00 Hinton, Albert Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1774 $4,500.00 Howsare, Alonzo E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1914 $10,000.00 Hubbard, Joe L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G302301 1917 $1,750.00 Ichniowski, Frank (Dec.) x Law Offices of Peter G. Angelos, P.C.

G110058 1920 $1,750.00 Jacobs, Lester x Law Offices of Peter G. Angelos, P.C.

222253 1883 $1,000.00 Jacoby, John J. x Law Offices of Peter G. Angelos, P.C.

G266388 1927 $4,500.00 James, Isiah (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182751 1775 $4,500.00 James, Joseph M. x Law Offices of Peter G. Angelos, P.C.

G1182758 1928 $1,750.00 Jenifer, Margaret B. x Law Offices of Peter G. Angelos, P.C.

Page 9




Objection


Debtors


Law Firm

G1176871 1776 $1,750.00 Jenkins, Clifton J. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2027 $1,000.00 Johnson, Harvey H. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1181708 1929 $1,750.00 Joyner, Jeanette D. (Dec.) x Law Offices of Peter G. Angelos, P.C.

213794 1777 $1,750.00 Keedy, Arthur N. (Dec.) x Law Offices of Peter G. Angelos, P.C.

505903 1884 $1,500.00 Kennedy, James V. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1932 $1,750.00 Kinch, Thomas (Dec.) x Law Offices of Peter G. Angelos, P.C.

G224371 1885 $1,000.00 King, James P. x Law Offices of Peter G. Angelos, P.C.

G200866 1532 $1,500.00 King, Roy (Dec.) x Law Offices of Peter G. Angelos, P.C.

546772 1935 $1,750.00 Knight, Filandus (Dec.) x Law Offices of Peter G. Angelos, P.C.

G277217 1933 $1,750.00 Knight, Theodore T. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1808 $2,500.00 Knouff, Wayne L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1181758 1969 $1,750.00 Koerber, Joseph A. x Law Offices of Peter G. Angelos, P.C.

None 1533 $1,500.00 Komar, Matthew (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180394 1502 $1,000.00 Krafczyk, Francis x Law Offices of Peter G. Angelos, P.C.

None 1503 $1,000.00 Krause, Edward C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1182833 1970 $1,750.00 Lambert, Albert L. Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

521230 2030 $1,000.00 Lawless, Howard D. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G289624 1888 $1,000.00 Lawson, Warren P. (Dec.) x Law Offices of Peter G. Angelos, P.C.

527040 1971 $1,750.00 Leister, Earl (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1176873 1778 $1,750.00 Lewis, Ronald L. x Law Offices of Peter G. Angelos, P.C.

G1179539 1817 $1,000.00 Lightner, Leroy H. x Law Offices of Peter G. Angelos, P.C.

None 1829 $2,500.00 Lindemuth, Ralph E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1892 $1,000.00 Lindenmuth, Henry W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183079 1972 $1,750.00 Lyons, James B. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1504 $1,500.00 Mahaffey, Isaac C. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180483 1505 $1,000.00 Massa, Vincent x Law Offices of Peter G. Angelos, P.C.

518147 1973 $1,750.00 Mayhorne, James E. x Law Offices of Peter G. Angelos, P.C.

219455 1901 $1,000.00 McCay, Judd J. x Law Offices of Peter G. Angelos, P.C.

214288 1903 $1,000.00 McClaren, William N. x Law Offices of Peter G. Angelos, P.C.

G326923 1527 $15,000.00 McGlinchey, Matthew F. x Law Offices of Peter G. Angelos, P.C.

None 1906 $1,000.00 McKee, Alexander x Law Offices of Peter G. Angelos, P.C.

G1176797 1974 $4,500.00 Melton, Jesse Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1850 $1,000.00 Miller, Paul E. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2035 $1,000.00 Minton, Ira B. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1536 $1,750.00 Mock, Robert D. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2040 $1,000.00 Moore, Paul L. Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1975 $1,750.00 Mullen, Dorothy M. x Law Offices of Peter G. Angelos, P.C.

G1183248 1976 $1,750.00 Mullikin, William T. Jr. x Law Offices of Peter G. Angelos, P.C.

G152227 1852 $2,500.00 Myers, John W. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2041 $1,000.00 Nicholson, Donald L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G169665 1977 $1,750.00 O'Connell, Clifford x Law Offices of Peter G. Angelos, P.C.

G1183350 1978 $1,750.00 Parton, Wanda L. x Law Offices of Peter G. Angelos, P.C.

G1183360 1979 $1,750.00 Pencek, Edward x Law Offices of Peter G. Angelos, P.C.

None 2048 $1,000.00 Person, Troy Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183368 1779 $1,750.00 Pettie, Earl x Law Offices of Peter G. Angelos, P.C.

None 1980 $1,750.00 Petty, Donald (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180618 1507 $1,000.00 Phelps, William (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1981 $1,750.00 Posinski, John A. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1907 $1,000.00 Quate, Frank (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183421 1982 $1,750.00 Quattrocchi, Joseph J. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183161 1780 $1,750.00 Ralston, Robert B. Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1853 $1,000.00 Reiner, Kenneth L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G295777 1909 $1,000.00 Rice, John B. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180667 1508 $1,000.00 Rich, Alfred H. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1983 $1,750.00 Riddick, James x Law Offices of Peter G. Angelos, P.C.

G291126 1910 $1,000.00 Ripka, Julia x Law Offices of Peter G. Angelos, P.C.

None 1984 $1,750.00 Robinson, Clarence Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183573 1986 $4,500.00 Sanchez, Juan G. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183581 1987 $1,750.00 Sansone, Mike x Law Offices of Peter G. Angelos, P.C.

G231579 1988 $4,500.00 Sarvis, Holland (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1989 $10,000.00 Sawicki, George Christopher (Dec.) x Law Offices of Peter G. Angelos, P.C.

311311 1990 $1,750.00 Schilke, Robert x Law Offices of Peter G. Angelos, P.C.

None 1991 $1,750.00 Schmidt, Faith (Dec.) x Law Offices of Peter G. Angelos, P.C.

G276601 1518 $1,000.00 Schmidt, Helen B. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180759 1510 $1,000.00 Seeds, Richard C. x Law Offices of Peter G. Angelos, P.C.

G233407 1992 $1,750.00 Semmont, Samuel B. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183643 1993 $1,750.00 Shifflett, Wilbert Tyrone x Law Offices of Peter G. Angelos, P.C.

G1183159 1781 $1,750.00 Shipley, James A. x Law Offices of Peter G. Angelos, P.C.

G1188511 1782 $1,750.00 Shipley, Robert I. x Law Offices of Peter G. Angelos, P.C.

None 2050 $1,000.00 Simcox, William O. (Dec.) x Law Offices of Peter G. Angelos, P.C.

Page 10




Objection


Debtors


Law Firm

G1188512 1783 $1,750.00 Skidmore, Thomas D. x Law Offices of Peter G. Angelos, P.C.

148474 1912 $1,500.00 Smith, James R. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1784 $1,750.00 Smith, Lewis L. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183702 1994 $4,500.00 Smith, Michael C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183758 1995 $1,750.00 Stevens, Timothy x Law Offices of Peter G. Angelos, P.C.

None 2053 $1,000.00 Stripling, Charles V. x Law Offices of Peter G. Angelos, P.C.

None 1511 $1,000.00 Strong, Eugene A. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1996 $1,750.00 Stuckey, Carlton R. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2054 $1,000.00 Summers, R.L. Jr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2055 $1,000.00 Sweet, Billy Samuel (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183798 1997 $4,500.00 Tacy, Roy C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183804 1785 $1,750.00 Taylor, Harry Hampton (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1183815 1998 $4,500.00 Tedder, Joel C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1189122 1495 $10,000.00 Tierno, John L. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1180932 1512 $1,500.00 Torcivia, Michael P. x Law Offices of Peter G. Angelos, P.C.

None 1529 $5,000.00 Tresgallo, Alfred x Law Offices of Peter G. Angelos, P.C.

G211653 1999 $1,750.00 Tucker, Wilmond (Dec.) x Law Offices of Peter G. Angelos, P.C.

G196980 1534 $1,000.00 Turner, William N. (Dec.) x Law Offices of Peter G. Angelos, P.C.

216819 1913 $1,000.00 Waters, John J. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2001 $1,750.00 Weaver, Howard F. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1514 $1,000.00 Wentzell, Judi A. x Law Offices of Peter G. Angelos, P.C.

G1181008 1515 $1,000.00 Werner, Frederick W. x Law Offices of Peter G. Angelos, P.C.

G1176787 2002 $4,500.00 Whetstone, William (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 1915 $1,000.00 Williams, Henri Lebarre III x Law Offices of Peter G. Angelos, P.C.

None 1537 $4,500.00 Willison, Marshall F. (Dec.) x Law Offices of Peter G. Angelos, P.C.

G221854 1535 $1,000.00 Wuenstel, Robert (Dec.) x Law Offices of Peter G. Angelos, P.C.

G1181043 1516 $1,000.00 Yaroszeufski, James R. x Law Offices of Peter G. Angelos, P.C.

G1182344 2003 $4,500.00 Yeater, Robert W. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

None 2004 $4,500.00 Zapf, Anna (Dec.) x Law Offices of Peter G. Angelos, P.C.

215143 1916 $1,000.00 Zona, Stanley E. x Law Offices of Peter G. Angelos, P.C.

G1207807 2126 $40,000.00 Agana, Alfredo Claudio (Dec.) - aka Fred Agana x LEVY KONIGSBERG, LLP

M1212747 2218 $10,000.00 Browning, Sidney x LEVY KONIGSBERG, LLP

G1212145 2228 $10,000.00 Bunn, James x LEVY KONIGSBERG, LLP

N1200509 2173 $7,500.00 Culver, Milton x LEVY KONIGSBERG, LLP

G1203504 2095 $130,000.00 Eden, Roy x LEVY KONIGSBERG, LLP

G1209655 2243 $10,000.00 Ellis, Grace Ann x LEVY KONIGSBERG, LLP

G1212353 2236 $10,000.00 Fell, David x LEVY KONIGSBERG, LLP

N1208141 2179 $20,000.00 Gorman, John x LEVY KONIGSBERG, LLP

G1202006 2099 $115,000.00 Harley, Claude (Dec.) x LEVY KONIGSBERG, LLP

N1206227 2203 $175,000.00 Hoefer, Lawrence x LEVY KONIGSBERG, LLP

G1212572 2212 $40,000.00 Jones, Kenneth x LEVY KONIGSBERG, LLP

G1212091 2233 $75,000.00 Jones, Larry x LEVY KONIGSBERG, LLP

G1208585 2223 $15,000.00 Lane, Harvey x LEVY KONIGSBERG, LLP

G1212146 2239 $75,000.00 Lell, Robert x LEVY KONIGSBERG, LLP

G1195346 2196 $7,500.00 Lozo, Donald x LEVY KONIGSBERG, LLP

G1083230 2186 $10,000.00 Makowski, James x LEVY KONIGSBERG, LLP

G1212090 2245 $10,000.00 Mellace, Josephine x LEVY KONIGSBERG, LLP

G1208459 2109 $110,000.00 Morris, Larry (Dec.) x LEVY KONIGSBERG, LLP

G1206948 2302 $10,000.00 Napotnik, Jacob x LEVY KONIGSBERG, LLP

G1208460 2114 $100,000.00 Parker, Odell (Dec.) x LEVY KONIGSBERG, LLP

G1208586 2137 $100,000.00 Pence, Jack x LEVY KONIGSBERG, LLP

None 2083 $165,000.00 Ribnicky, George Sr. (Dec.) x LEVY KONIGSBERG, LLP

G1208979 2132 $10,000.00 Rickert, Fred x LEVY KONIGSBERG, LLP

G1210764 2242 $40,000.00 Sapp, Lewis x LEVY KONIGSBERG, LLP

N1200088 2172 $160,000.00 Simpson, Richard x LEVY KONIGSBERG, LLP

G1210765 2140 $40,000.00 Ukens, Kenneth x LEVY KONIGSBERG, LLP

G1206681 1513 $18,500.00 Benzing, Frank x Lipsitz & Ponterio, LLC

G1206171 1517 $10,000.00 Brodowski, Ronald x Lipsitz & Ponterio, LLC

G1205065 1522 $5,000.00 Bundy, Vernon x Lipsitz & Ponterio, LLC

None 1526 $15,000.00 Burkhard, Frank x Lipsitz & Ponterio, LLC

G1205857 1506 $30,000.00 Connolly, Timothy x Lipsitz & Ponterio, LLC

G1210427 1562 $30,000.00 Cubitt, Eric x Lipsitz & Ponterio, LLC

G1206308 1563 $5,000.00 Fleming, Calvin x Lipsitz & Ponterio, LLC

G1210342 1530 $10,000.00 Goldpenny, Elmer F. x Lipsitz & Ponterio, LLC

G1208487 1564 $10,000.00 Groetsch, Kenneth G. x Lipsitz & Ponterio, LLC

G1208591 1519 $75,000.00 Grossman, Robert E. x Lipsitz & Ponterio, LLC

G1210438 1587 $2,000.00 Kowalski, Jerome x Lipsitz & Ponterio, LLC

G1210785 1589 $10,000.00 Krehan, Robert x Lipsitz & Ponterio, LLC

G1208348 1580 $5,000.00 Lorenz, Paul x Lipsitz & Ponterio, LLC

G1199400 1509 $10,000.00 Prinzi, Carl x Lipsitz & Ponterio, LLC

Page 11




Objection


Debtors


Law Firm

G1210513 1560 $2,000.00 Ripple, Richard K. x Lipsitz & Ponterio, LLC

G1207611 1586 $50,000.00 Russo, Frank x Lipsitz & Ponterio, LLC

G1210436 1557 $2,000.00 Schmidlin, James A. x Lipsitz & Ponterio, LLC

G1208864 1539 $10,000.00 Serrianne, Russell x Lipsitz & Ponterio, LLC

G1208991 1583 $20,000.00 Smith, Lawrence x Lipsitz & Ponterio, LLC

G1210017 1561 $10,000.00 Strohmeyer, Robert (Dec.) x Lipsitz & Ponterio, LLC

G1204978 1582 $20,000.00 Waites, George x Lipsitz & Ponterio, LLC

G77499 193 $1,100.00 ADAMS, JERRY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77500 171 $2,500.00 AGENT, HARRIS F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77319 195 $1,100.00 ALLEYNE, JOSEPH E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24703 196 $1,100.00 ALSTON, JOE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05514 197 $1,100.00 ANDERSON, CAROLYN M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24708 198 $1,100.00 ANDRY, RUDOLPH x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316890 116 $1,000.00 AUSTIN, JOANN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24718 199 $1,100.00 BAILEY, FREDERICK x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24719 200 $1,100.00 BAILEY, MCNEIL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24722 201 $1,100.00 BANKS, BRADY JR. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

665962 202 $1,100.00 BARNES, ROLAND A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87702 548 $2,000.00 BARNETT, GENEALL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 117 $1,000.00 BARTON, LUCY J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24730 203 $1,100.00 BATLEY, TERESA K. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84128 204 $1,100.00 BEASON, WILLIE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24738 205 $1,100.00 BETTS, THEAOPH x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316464 118 $1,000.00 BICKHAM, MARY E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05536 206 $1,100.00 BISHOP, JAMES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87628 549 $2,000.00 BISHOP, JAMES O. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

150934 119 $1,000.00 BLAKE, BESSIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84228 207 $1,100.00 BLAKENEY, EUNICE W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24744 208 $1,100.00 BOLTON, JAMES E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87720 209 $1,100.00 BOLTON, SHIRLEY A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24745 210 $1,100.00 BONDS, MARY C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316723 120 $1,000.00 BOWEN, BETTY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24750 211 $1,100.00 BOWEN, STEVEN D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24752 212 $1,100.00 BOWLIN, JAMES A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87728 213 $1,100.00 BRACKS, OLIVER C. JR. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24764 565 $2,500.00 BRISTER, KENNETH L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87734 214 $1,100.00 BROCK, ROBERT A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84131 215 $1,100.00 BROUGHTON, HENRY C. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24769 216 $1,100.00 BROUGHTON, JOSEPH L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49147 217 $1,100.00 BROWN, CLIFFORD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316401 175 $3,500.00 BROWN, CLIFTON M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

622687 218 $1,100.00 BROWN, ERNEST x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91687 219 $1,100.00 BROWN, LONNIE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91694 220 $1,100.00 BUCKLEY, FRANKY R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49149 221 $1,100.00 BUCKLEY, GRACE A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24782 222 $1,100.00 BURKETT, WILLIE H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77420 223 $1,100.00 BURROUGHS, JESSE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91699 224 $1,100.00 BUSH, CARROLL DOUGLAS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91701 225 $1,100.00 BUTLER, ELLIS A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24789 226 $1,100.00 BYRD, LEO x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91703 227 $1,100.00 CALDWELL, ROBERT G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316622 121 $1,000.00 CAMERON, BARBARA ANN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92038 579 $3,500.00 CAMPBELL, PETER Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

155008 581 $1,000.00 CANTU, ROSA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24798 228 $1,100.00 CARRIERE, LAWRENCE A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49151 229 $1,100.00 CARSON, WILBERT Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91708 230 $1,100.00 CARTER, J.W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24800 231 $1,100.00 CARTER, SHARON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24801 232 $1,100.00 CARTER, THOMAS Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91710 233 $1,100.00 CAVES, JIMMY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77421 564 $2,400.00 CHAMBERS, CHARLIE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 234 $1,100.00 CHANEY, ALLEAN W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84136 235 $1,100.00 CHAPMAN, WILLIAM E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84083 236 $1,100.00 CHEATWOOD, WILLIAM D. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25122 237 $1,100.00 CHERRY, CLARICE MILLER x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24808 238 $1,100.00 CHESTANG, LARRY E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154986 582 $1,000.00 CLAUSEN, GEORGE E. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24813 239 $1,100.00 COCHRAN, LEONA C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91719 566 $2,500.00 COLEMAN, BOBBY J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24815 240 $1,100.00 COLLEY, ALFREDA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 12




Objection


Debtors


Law Firm

G77503 567 $2,500.00 COLLIER, OLIVER Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24816 241 $1,100.00 COLLINS, BOOKER T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24818 242 $1,100.00 COLSTON, JOHN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91723 568 $2,500.00 CONEY, DEBORAH L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24819 243 $1,100.00 CONNER, BOBBY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05582 244 $1,100.00 COOPER, TONY S. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84180 245 $1,100.00 COX, INEZ J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25091 246 $1,100.00 CRAIG, ALICE MALLARD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84235 247 $1,100.00 CRAWFORD, LONDON D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24828 248 $1,100.00 CREAL, GERALD K. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24829 249 $1,100.00 CREAR, ANDREW E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24831 250 $1,100.00 CRENSHAW, WILLIE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91963 251 $1,100.00 CRISTOBAL, EVELYN G. TAYLOR x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316719 122 $1,000.00 CROSS, SHERMAN M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

337102 583 $1,000.00 CRY, BEATRICE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316889 141 $1,000.00 CUEVAS HERRON, VIOLA J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316763 123 $1,000.00 CUEVAS, AGNES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316812 124 $1,000.00 CUEVAS, BERTIE W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24835 252 $1,100.00 CUEVAS, EVERETTE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316467 172 $2,500.00 CUEVAS, MARIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

666026 253 $1,100.00 CUEVAS, ROY B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316672 126 $1,000.00 CUEVAS, VEDA MAE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316884 127 $1,000.00 CUEVAS, VIRGIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24837 254 $1,100.00 CUMBIE, ROY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24838 255 $1,100.00 CUNNINGHAM, BOOKER T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24841 256 $1,100.00 CUNNINGHAM, MAURICE A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24844 257 $1,100.00 DAILEY, ROBERT L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24843 131 $1,000.00 DAILEY, U.G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24845 258 $1,100.00 DALE, JAMES C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05596 259 $1,100.00 DAVIS, LYNETTE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24849 260 $1,100.00 DAVIS, OTTO x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G67660 132 $1,000.00 DAVISON, EARNESTINE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

627558 569 $2,500.00 DEARMAN, D.A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316546 133 $1,000.00 DEDEAUX, DOROTHY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24851 261 $1,100.00 DEDEAUX, EUGENE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77341 262 $1,100.00 DERICO, JOHN L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84089 263 $1,100.00 DORTCH, JESSIE MAE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91755 264 $1,100.00 DUBOSE, LAWRENCE Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91756 265 $1,100.00 DUCAYAG, HELEN W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 134 $1,000.00 DUCK, ELI H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24863 266 $1,100.00 DUNBAR, BURTON V. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87636 267 $1,100.00 EARNEST, LEE H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

666046 268 $1,100.00 EASTERLING, CLAYBON E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24866 269 $1,100.00 EASTERLING, DANIEL F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24867 273 $1,100.00 EASTRIDGE, GARY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91759 274 $1,100.00 ECHOLS, GRACE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

337084 584 $1,000.00 EMERSON, ELIZABETH (BETTY) x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87637 275 $1,100.00 ENGLAND, JOHN T. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91763 276 $1,100.00 ENGLISH, MARY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84238 277 $1,100.00 ENGLISH, SYNETTA S. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24875 278 $1,100.00 ERVIN, SYLVESTER A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77573 279 $1,100.00 EVANS, DOROTHY M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24877 280 $1,100.00 EVANS, FREEMAN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24893 281 $1,100.00 FAIRLEY, CHRIS H. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91769 282 $1,100.00 FAIRLEY, J.C. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316877 135 $1,000.00 FERGUSON, ALBERTA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 585 $1,000.00 FERGUSON, WILMETTI x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 136 $1,000.00 FIVEASH , PEGGY SUE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84187 570 $2,500.00 FLEMING, DAVID T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91777 283 $1,100.00 FONTAINE, JAMES R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91781 551 $2,000.00 FRANKLIN, THOMAS L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24909 284 $1,100.00 FRITZ, ROSIE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316720 137 $1,000.00 GARCIA, LINDA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49158 285 $1,100.00 GARDNER, CHARLES R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91787 286 $1,100.00 GARRAWAY, BENNY LEE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91788 287 $1,100.00 GASKIN, STEPHEN T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24913 288 $1,100.00 GAYNOR, JOSEPH A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316878 138 $1,000.00 GEIGER , LORETTA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24914 289 $1,100.00 GEORGE, DANIEL R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91792 290 $1,100.00 GEORGE, JIMMY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 13




Objection


Debtors


Law Firm

G24915 291 $1,100.00 GEORGE, JOHNNY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316453 139 $1,000.00 GIBSON, MARGARET x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24922 292 $1,100.00 GLAUDE, DAVID W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91796 293 $1,100.00 GLOVER, EUGENE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05634 294 $1,100.00 GOFF, VERA YVONNE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87587 295 $1,100.00 GOLDSMITH, CLARENCE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91799 296 $1,100.00 GOODWIN, PHILLIP D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87588 297 $1,100.00 GRANDISON, HENDISON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77430 298 $1,100.00 GRAY, GEORGE H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24935 299 $1,100.00 GREER, BYRON SAMUEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24936 300 $1,100.00 GRIFFIN, HENRY T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91812 301 $1,100.00 HAHN, JESSE C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84097 302 $1,100.00 HALL, MICHAEL G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24949 303 $1,100.00 HARDY, JOEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77347 304 $1,100.00 HARMON, ELIZABETH L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

669699 140 $1,000.00 HARRIS, BEN F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24954 305 $1,100.00 HARRIS, RALEIGH D. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154902 586 $1,000.00 HARRIS, WILLIAM J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87644 306 $1,100.00 HASTON, JULIUS V. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24960 307 $1,100.00 HATCHER, WILLIAM J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91826 308 $1,100.00 HAWTHORNE, CLARENCE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24965 309 $1,100.00 HAYES, MCARTHUR Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24966 310 $1,100.00 HAYES, RUDOLPH V. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91830 311 $1,100.00 HAYNES, ERROL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24968 312 $1,100.00 HAYNES, SYLVESTER x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91832 313 $1,100.00 HAZZARD, CARL D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49163 314 $1,100.00 HENRY, JOHNNY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24971 315 $1,100.00 HENRY, ROSE P. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24977 316 $1,100.00 HODGE, FRANK Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24979 317 $1,100.00 HOLLAND, PAT J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91844 318 $1,100.00 HOLLOWAY, CHICO C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91846 319 $1,100.00 HOLMES, LUCILLE E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24983 320 $1,100.00 HOLMES, MARY F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G24985 321 $1,100.00 HOOD, MARVIN E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316616 142 $1,000.00 HOWELL, EUNICE I. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84147 322 $1,100.00 HOWELL, FELIX F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91850 323 $1,100.00 HOWELL, FREDERICK F. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91854 324 $1,100.00 HURD, GEORGIA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25008 325 $1,100.00 JACKSON, CLAY Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49165 326 $1,100.00 JACKSON, J. CELESTINE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25003 327 $1,100.00 JACKSON, LAWYER O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25005 328 $1,100.00 JACKSON, TROY W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77353 329 $1,100.00 JACKSON, WILLIE LEVORNE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91860 330 $1,100.00 JAMES, CLARENCE Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91552 331 $1,100.00 JAMES, DAVID L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25011 332 $1,100.00 JEFFERSON, MATTIE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25015 333 $1,100.00 JOHNSON, DEL-RAY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91871 334 $1,100.00 JOHNSON, HERMAN J. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25017 335 $1,100.00 JOHNSON, JERRY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87595 336 $1,100.00 JOHNSON, WANDA J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N45117 552 $2,000.00 JOHNSTON, JERREL Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91878 337 $1,100.00 JOINER, CHARLES R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

155930 587 $1,000.00 JOINER, JAMES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77451 338 $1,100.00 JONES, ALLEN B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

624162 339 $1,100.00 JONES, CHARLES B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91881 340 $1,100.00 JONES, LARRY D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25022 341 $1,100.00 JONES, LEVET R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25023 342 $1,100.00 JONES, NORRIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77588 343 $1,100.00 JONES, ROBERT LEE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

666128 344 $1,100.00 JONES, THELMA PETTWAY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77453 345 $1,100.00 JORDAN, ALFRED W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49168 346 $1,100.00 JORDAN, CATHERINE D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25027 347 $1,100.00 JORDAN, CHARLES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91886 348 $1,100.00 JUZANG, BARBARA A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

151167 143 $1,000.00 KENDRICK, GLEN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

624171 349 $1,100.00 KENNEDY, DOUGLAS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77358 350 $1,100.00 KENOLY, LILLARD D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91891 351 $1,100.00 KEYES, J. T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25033 352 $1,100.00 KIMBROUGH, DEBRA G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25035 353 $1,100.00 KING, MARY E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 14




Objection


Debtors


Law Firm

624177 354 $1,100.00 KNAPP, ROY C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316901 144 $1,000.00 KNIGHT, DORIS O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25044 355 $1,100.00 KNIGHT, HARRISON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

337109 588 $1,000.00 KROHN, WALTER x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 604 $2,500.00 KURPASKA, STANLEY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77520 356 $1,100.00 KYLES, JESSE J. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G67725 145 $1,000.00 LADNER, ELENOR x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316874 146 $1,000.00 LADNER, HELEN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 357 $1,100.00 LADNER, LEVAN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316648 147 $1,000.00 LADNER, LUGENIA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

151193 148 $1,000.00 LADNER, RUTH LYNELL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154917 589 $1,000.00 LADNIER, TONY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25051 554 $2,000.00 LAW, ARTHUR L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25052 358 $1,100.00 LAWRENCE, ROBERT x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25054 359 $1,100.00 LEE, ALFRED G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84250 360 $1,100.00 LEE, GEORGIA M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 361 $1,100.00 LEE, JOSEPH E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

624183 362 $1,100.00 LEE, RAYMOND P. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N1062751 149 $1,000.00 LEE, SANDRA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316827 150 $1,000.00 LETT, SARAH x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77367 363 $1,100.00 LETTS, THELMA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25058 364 $1,100.00 LEWIS, CLINTON F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91907 365 $1,100.00 LIDDELL, JIMMY J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84204 366 $1,100.00 LISENBY, JOSEPH M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316684 151 $1,000.00 LIZANA, ETHEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316830 152 $1,000.00 LIZANA, RUBY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 367 $1,100.00 LOFTIN, EDNA K. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 368 $1,100.00 LOFTON, HERMAN JR. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25073 369 $1,100.00 LOFTON, RONALD E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91913 571 $2,500.00 LONGMIRE, DOUGLAS R. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91915 370 $1,100.00 LOVE, LILA N. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25082 371 $1,100.00 LUKE, LAWANNA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25089 372 $1,100.00 MAIBEN, WANDA F. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 373 $1,100.00 MAJOR, PEGGY ANN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 153 $1,000.00 MALONE, DAVID x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

624194 374 $1,100.00 MAPLES, LEONA B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25092 375 $1,100.00 MARSH, FRANK Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91929 376 $1,100.00 MASON, CHARLES C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25101 377 $1,100.00 MCCLAIN, ROBERT L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91939 379 $1,100.00 MCCLURE, CHARLIE A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77525 380 $1,100.00 MCCORVEY, CLYDE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84105 381 $1,100.00 MCCORVEY, JAMES C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25106 382 $1,100.00 MCCOY, ROBERT L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91940 383 $1,100.00 MCCULLUM, LERUE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25109 384 $1,100.00 MCINNIS, ROWAN K. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

158953 590 $1,000.00 MCKINLEY, LEON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G117279 607 $3,500.00 MCKINLEY, MILDRED x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

149063 378 $1,100.00 MCLAIN, WALTER L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316895 154 $1,000.00 MCLEOD, JUANITA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 385 $1,100.00 MCMAHAN, PAULA S. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77526 386 $1,100.00 MCMILLIAN, HOWARD D. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87652 387 $1,100.00 MCMILLION, WILLIE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316883 155 $1,000.00 MCQUEEN, BESSIE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91561 572 $2,500.00 MCSWAIN, BENJAMIN T. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91562 388 $1,100.00 MCSWAIN, REUBEN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77527 389 $1,100.00 MCWILLIAMS, FONTELLA R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91563 390 $1,100.00 MCWILLIAMS, JIMMIE D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25119 391 $1,100.00 MENCEY, WESLEY O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25121 392 $1,100.00 MERRITT, CHARLES E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84265 393 $1,100.00 MILLER, BRUCE E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91570 394 $1,100.00 MILLER, OGDEN J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25124 395 $1,100.00 MIMS, JULIUS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91573 396 $1,100.00 MITCHELL, HENRY B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84156 397 $1,100.00 MITCHELL, ROBERT L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25129 398 $1,100.00 MONEY, JAMES N. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84106 399 $1,100.00 MONTGOMERY, JAMES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84209 400 $1,100.00 MONTGOMERY, SURRY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

210864 592 $1,000.00 MOODY, JUANITA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91578 401 $1,100.00 MOORE, CAROLYN L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G117281 593 $1,000.00 MOORE, JEWEL HAZEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 15




Objection


Debtors


Law Firm

G25134 402 $1,100.00 MOORE, MARGARET W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25135 403 $1,100.00 MOORE, RAY C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316384 156 $1,000.00 MOORE, THELMA DEES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

155013 594 $1,000.00 MORAN, ELSIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316891 157 $1,000.00 MORAN, GLORINE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91581 404 $1,100.00 MOREE, BENJAMIN O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

337072 605 $2,500.00 MORGAN, WILBUR x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25138 405 $1,100.00 MORRIS, CLYDE E. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25144 406 $1,100.00 MOYE, RONNIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25145 407 $1,100.00 MUMFORD, CLEETHEL L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91589 408 $1,100.00 MUNN, ROBERT D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49172 409 $1,100.00 MUNNERLYN, GREGORY B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

155015 595 $1,000.00 MURRAY, WILLIAM x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25147 410 $1,100.00 MYERS, BARNARD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49173 411 $1,100.00 MYERS, SHIRLEY M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25150 412 $1,100.00 MYLES, JIMMIE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91595 413 $1,100.00 NEAL, PAUL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25154 414 $1,100.00 NELSON, GREGORY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25157 415 $1,100.00 NETTLES, HERMAN A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91603 416 $1,100.00 NICHOLS, PALMER W. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91604 417 $1,100.00 NIX, RICHARD R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25166 418 $1,100.00 NUTTALL, DOROTHY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84107 419 $1,100.00 O'BRYANT, MARVIN E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316658 158 $1,000.00 ODOM, MYRA M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 420 $1,100.00 ODOM, ROBERT E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87654 421 $1,100.00 OLIVER, ERNEST A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25170 422 $1,100.00 OLIVER, HULIET G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25171 423 $1,100.00 OMAR, ABDUL H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25174 424 $1,100.00 OWENS, PATTERSON P. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

220852 596 $1,000.00 PALLO, STEPHEN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 597 $1,000.00 PARKER, HAROLD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91615 425 $1,100.00 PARKER, JERRY D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25180 426 $1,100.00 PARNELL, JOHN L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84212 427 $1,100.00 PATTERSON, ANNIE R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G16594 428 $1,100.00 PATTERSON, WALTER Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25183 429 $1,100.00 PAYNE, HAROLD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25184 430 $1,100.00 PAYTON, CAROLYN A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91617 431 $1,100.00 PEARCE, ONEIDA D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25185 432 $1,100.00 PEARSON, OLLIE J. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05752 433 $1,100.00 PECORARO, PHILLIP JOSEPH x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77603 434 $1,100.00 PERINE , CHESTER A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91620 573 $2,500.00 PETERSON, EDWARD J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87656 435 $1,100.00 PETTWAY, CHARLES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87660 436 $1,100.00 PETTWAY, HERBERT L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 598 $1,000.00 PEYTON, CURTIS Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77529 437 $1,100.00 PEYTON, LOUIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154941 599 $1,000.00 PHELPS, TINSLEY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87662 438 $1,100.00 PILKINGTON, TOMMY E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91625 439 $1,100.00 PITTMAN, JAMES A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154942 600 $1,000.00 PITTS, LEE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91626 440 $1,100.00 PITTS, LOUISE M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25196 441 $1,100.00 PITTS, MICHAEL D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91628 442 $1,100.00 PLAINER, PAUL Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25199 443 $1,100.00 PLEASANT, JOSEPH A. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

154944 601 $1,000.00 PORTER, LESTER x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91633 444 $1,100.00 POWE, JOHN L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91635 445 $1,100.00 POWELL, JOSIE C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25213 446 $1,100.00 PREVITO, ANTHONY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25216 447 $1,100.00 PRICE, WILLIE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316876 173 $2,500.00 PRINCE, RUTH x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25217 448 $1,100.00 PUGH, MICHEAL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 449 $1,100.00 PYRON, LUKE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25218 450 $1,100.00 QUINNEY, AUNDREA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25281 451 $1,100.00 RANKINS, LEWIS E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91639 452 $1,100.00 RASHADA , A. M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84111 454 $1,100.00 REED, LOUIS O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25285 455 $1,100.00 REESE, DAVE Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25286 574 $2,500.00 REEVES, STANFORD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77382 456 $1,100.00 REYNOLDS, MILTON H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25288 457 $1,100.00 RICHARD, ARDIE J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 16




Objection


Debtors


Law Firm

G25289 458 $1,100.00 RICHARDSON, CHARLES C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25290 460 $1,100.00 RICHARDSON, JAMES A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25296 461 $1,100.00 ROBERSON, MABLE E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25299 462 $1,100.00 ROBINSON, ALBERTA P. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25300 463 $1,100.00 ROBINSON, ALONZA D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25312 464 $1,100.00 ROGERS, MARSHALL Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25322 465 $1,100.00 RUSSELL, PATRICIA A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316885 159 $1,000.00 SANDERS, HOPE W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25339 466 $1,100.00 SANDERS, SAMUEL L. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25341 194 $1,100.00 SANDERSON, RUBENIA ADAMS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25346 467 $1,100.00 SCHMIDT, EMMA J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 468 $1,100.00 SCORDINO, MERCEDES C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25349 469 $1,100.00 SCOTT, MARETHA D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25350 470 $1,100.00 SEABRON, PERCY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91658 471 $1,100.00 SEAL, C.J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316875 160 $1,000.00 SELLIER, MILDRED C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87614 472 $1,100.00 SEWALL, JOHN C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84220 473 $1,100.00 SHARP, ROSIE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25361 474 $1,100.00 SHERMAN, MILLARD A. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25361 475 $1,100.00 SIMMONS, ERNEST x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

309521 606 $2,500.00 SIMMONS, NATHAN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91668 476 $1,100.00 SMITH, GARFIELD W. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91676 477 $1,100.00 SMITH, TIMON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

103842 161 $1,000.00 SONIER, NORMAN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

624293 478 $1,100.00 STALLINGS, WALTERENE N. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25392 479 $1,100.00 STALLWORTH, JAMES Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G1042024 480 $1,100.00 STALLWORTH, MARY L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49181 481 $1,100.00 STANLEY, JAMES x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84167 482 $1,100.00 STEWART, RALPH E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 162 $1,000.00 STRICKLAND, NORMA H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 163 $1,000.00 STRINGER, MARY ANN x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

155012 602 $1,000.00 SUMRALL, JOE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05851 483 $1,100.00 SWAILS, LAURA WILLIAMS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84113 484 $1,100.00 TAPPER, MICHAEL R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25409 485 $1,100.00 TATE, LINDA C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49183 487 $1,100.00 TATUM, JANICE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316653 164 $1,000.00 THARPE, BEVERLY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87620 490 $1,100.00 THOMAS, FRED D. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25424 491 $1,100.00 THOMAS, JAMES A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25425 492 $1,100.00 THOMAS, JOSEPH E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87672 493 $1,100.00 THOMPSON, C.L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25477 494 $1,100.00 THOMPSON, CALVIN V. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91968 555 $2,000.00 THOMPSON, CHARLES R. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91970 495 $1,100.00 THOMPSON, ERIC E. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316455 165 $1,000.00 THORNHILL, VIOLA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77545 496 $1,100.00 TILLMAN, MARGARET A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91971 561 $2,000.00 TITUS, ALBERT H. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316886 166 $1,000.00 TRIBBLE, CORNELIA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25437 497 $1,100.00 TRUELOVE, OLAN A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25439 498 $1,100.00 TUCKER, ALONZO Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25441 499 $1,100.00 TURNER, BESSIE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25442 500 $1,100.00 TURNER, FRANKLIN D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25447 501 $1,100.00 TURNER, LAWRENCE E. Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25445 502 $1,100.00 TURNER, ROBERT M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87674 503 $1,100.00 TURNER, SHELIA M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 167 $1,000.00 UNDERWOOD, HENRI MYRTIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316554 168 $1,000.00 UNDERWOOD, JIM x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91977 504 $1,100.00 VANCE, BILLIE G. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

316491 169 $1,000.00 VANOSDOL, WILLIAM H. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91978 505 $1,100.00 VARNADO, ROBERT C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 506 $1,100.00 VIAL, LOUIS A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

666316 507 $1,100.00 WALKER, ELLIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25450 508 $1,100.00 WALLER, ROMMIE D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25451 509 $1,100.00 WALLER, STEVE III x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91985 510 $1,100.00 WALLEY, OSCAR L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05833 511 $1,100.00 WALLEY, ROY C. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87675 563 $2,000.00 WARD, MICHAEL A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77621 575 $2,500.00 WASHAM, GOVERNOR C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91991 512 $1,100.00 WASHINGTON, CLARENCE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77622 513 $1,100.00 WASHINGTON, EARL Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

Page 17




Objection


Debtors


Law Firm

G25458 514 $1,100.00 WASHINGTON, JOSEPH M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 515 $1,100.00 WATSON, ALTHA M. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

A05835 516 $1,100.00 WATTS, JERRY LOUIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G91999 517 $1,100.00 WEAVER, CLAUDE D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84298 518 $1,100.00 WELCH, ANNIE B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25465 519 $1,100.00 WELLS, BEVERLY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92004 576 $2,500.00 WELLS, ODELL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92006 520 $1,100.00 WHIRL, L.B. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25473 521 $1,100.00 WHITE, ROSIE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

337125 603 $1,000.00 WIGGINS, GAYLORD x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25482 522 $1,100.00 WILLIAMS, BAMA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 174 $2,500.00 WILLIAMS, BETTY LOU x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77550 523 $1,100.00 WILLIAMS, CAROLYN A. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87683 524 $1,100.00 WILLIAMS, DOROTHY J. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92017 577 $2,500.00 WILLIAMS, E. LEON x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25483 525 $1,100.00 WILLIAMS, EMANUEL P. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 170 $1,000.00 WILLIAMS, ENNA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 526 $1,100.00 WILLIAMS, FREDDIE L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25484 527 $1,100.00 WILLIAMS, GARY O. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25485 528 $1,100.00 WILLIAMS, HARRIETT x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92018 529 $1,100.00 WILLIAMS, ISSAC Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25494 530 $1,100.00 WILLIAMS, JAMES B. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92020 531 $1,100.00 WILLIAMS, LIONEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25491 532 $1,100.00 WILLIAMS, NATHANIEL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84121 533 $1,100.00 WILLIAMS, ROBERT LEE x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92023 534 $1,100.00 WILLIAMS, RODELL x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25496 535 $1,100.00 WILLIAMS, WILLIE C. Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84171 536 $1,100.00 WILLIAMSON, ARTHUR D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77494 537 $1,100.00 WILLIAMSON, BRADLEY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G77495 578 $2,500.00 WILSON, CURTIS Jr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G92027 538 $1,100.00 WILSON, LINDA x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N49188 539 $1,100.00 WINSTON, AUNDRA L. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84122 540 $1,100.00 WITHERSPOON, W.C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

705548 541 $1,100.00 WOODS, LEON P. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G87624 542 $1,100.00 WOODYARD, JOHN ALLEN Sr. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84123 543 $1,100.00 WRIGHT, CURTIS x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25504 544 $1,100.00 WRIGHT, HOUSTON D. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

None 545 $1,100.00 YARBROUGH, WENDI FAY x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G25508 546 $1,100.00 YOUNG, LOUIS C. x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

N84173 547 $1,100.00 YOUNG, STERLING x Lomax Law Firm , P.A. f/k/a Maples & Lomax, P.A.

G1211601 2208 $10,000.00 Charles, Paul James Sr. x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1208044 2271 $50,000.00 Goldschmidt, Louis F. x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1205351 2277 $10,000.00 Gray, Harold x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

None 2280 $35,000.00 Hallwachs, Richard x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1211602 2282 $10,000.00 Hendricks, Mary x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

None 2287 $10,000.00 Jones, Edwin x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1207351 2290 $200,000.00 Kardos, Joseph x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1210347 2295 $50,000.00 Molloy, Joseph x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1208249 2298 $10,000.00 Pietro, Carlyle x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1212025 2308 $30,000.00 Visser, Harold (Dec.) x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

D1016738 608 $1,100.00 Adams, George D. x Morris, Sakalarios and Blackwell, PLLC

N1072726 609 $1,100.00 Adams, Roy H. x Morris, Sakalarios and Blackwell, PLLC

N1072729 610 $1,100.00 Adcock, Jimmie x Morris, Sakalarios and Blackwell, PLLC

N349434 611 $600.00 Alexander, Ethel B. x Morris, Sakalarios and Blackwell, PLLC

N1072734 612 $1,100.00 Alexander, Hulon x Morris, Sakalarios and Blackwell, PLLC

N1072736 613 $1,100.00 Alfred, Pink C. x Morris, Sakalarios and Blackwell, PLLC

N349440 614 $600.00 Allen, Larry C. x Morris, Sakalarios and Blackwell, PLLC

N349443 615 $1,100.00 Allen, Shelton x Morris, Sakalarios and Blackwell, PLLC

N349450 616 $1,100.00 Amos, Jesse x Morris, Sakalarios and Blackwell, PLLC

N349456 617 $1,100.00 ANDERSON, ISIAH Jr. x Morris, Sakalarios and Blackwell, PLLC

N1077781 618 $1,100.00 Anderson, Levi Sr. x Morris, Sakalarios and Blackwell, PLLC

N1077788 619 $1,100.00 ARD, FLORA R. x Morris, Sakalarios and Blackwell, PLLC

N349465 620 $1,100.00 ARMSTRONG, LEE x Morris, Sakalarios and Blackwell, PLLC

None 621 $1,100.00 ARNOLD, AUBREY R. x Morris, Sakalarios and Blackwell, PLLC

N349474 622 $1,100.00 AULDS, HUBERT R. x Morris, Sakalarios and Blackwell, PLLC

N1060495 623 $1,100.00 AULTMAN, HAROLD R. x Morris, Sakalarios and Blackwell, PLLC

N1077800 624 $1,100.00 AUSTIN, ROBERT x Morris, Sakalarios and Blackwell, PLLC

None 625 $1,100.00 AVANT, SIDNEY L. x Morris, Sakalarios and Blackwell, PLLC

N349476 626 $1,100.00 AVERETT, BILLY E x Morris, Sakalarios and Blackwell, PLLC

N1077801 627 $1,100.00 BAILEY, BETTY J. x Morris, Sakalarios and Blackwell, PLLC

Page 18




Objection


Debtors


Law Firm

N349480 628 $600.00 BAILEY, CALLIE M. x Morris, Sakalarios and Blackwell, PLLC

N349482 629 $1,100.00 BAILEY, ERASTUS x Morris, Sakalarios and Blackwell, PLLC

N349483 630 $1,100.00 BAILEY, ERWIN L. x Morris, Sakalarios and Blackwell, PLLC

N1077802 631 $1,100.00 BALDWIN, MITCHELL x Morris, Sakalarios and Blackwell, PLLC

N1077804 632 $1,100.00 BALL, WILMA x Morris, Sakalarios and Blackwell, PLLC

N349494 634 $1,100.00 BANKS, HENRY D. x Morris, Sakalarios and Blackwell, PLLC

N349495 633 $1,100.00 BANKS, JESSIE Sr. x Morris, Sakalarios and Blackwell, PLLC

N349498 635 $600.00 BARKER, CHARLIE E. x Morris, Sakalarios and Blackwell, PLLC

N349499 637 $600.00 BARKLEY, ANNNIE S. x Morris, Sakalarios and Blackwell, PLLC

N1077810 638 $600.00 BARNARD, DARVEL L x Morris, Sakalarios and Blackwell, PLLC

N1077811 639 $1,100.00 BARNES, EARL x Morris, Sakalarios and Blackwell, PLLC

N349512 640 $1,100.00 BASS, JAMES Jr. x Morris, Sakalarios and Blackwell, PLLC

N349514 641 $1,100.00 BATEMAN, ROBERT L. x Morris, Sakalarios and Blackwell, PLLC

N349517 642 $1,100.00 BAUGHMAN, ROBERT C. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1077820 643 $1,100.00 BEAVER, EDDIE x Morris, Sakalarios and Blackwell, PLLC

N349530 645 $1,100.00 BEDSOLE, CECIL L Jr. x Morris, Sakalarios and Blackwell, PLLC

N349535 1001 $1,100.00 Belin, Gayula Y. x Morris, Sakalarios and Blackwell, PLLC

N1078651 1002 $1,100.00 Belton, Cleotha x Morris, Sakalarios and Blackwell, PLLC

N1077827 1003 $1,100.00 Belton, Hugh x Morris, Sakalarios and Blackwell, PLLC

G294844 1004 $1,100.00 Benison, Thomas J. x Morris, Sakalarios and Blackwell, PLLC

N349538 1356 $1,100.00 Bennett, John Jr. x Morris, Sakalarios and Blackwell, PLLC

N1077829 1357 $1,100.00 Bennett, Mary E. x Morris, Sakalarios and Blackwell, PLLC

N1077830 1007 $600.00 Bentley, George E. x Morris, Sakalarios and Blackwell, PLLC

N1077832 1008 $600.00 Berry, Dorothy E. x Morris, Sakalarios and Blackwell, PLLC

G226948 1009 $1,100.00 Berry, Helen x Morris, Sakalarios and Blackwell, PLLC

N1077833 1010 $1,100.00 Berry, Ina M. x Morris, Sakalarios and Blackwell, PLLC

N349546 1011 $600.00 Bevins, Paul Sr. x Morris, Sakalarios and Blackwell, PLLC

N349549 1012 $600.00 Billinslea, Christine x Morris, Sakalarios and Blackwell, PLLC

N1078665 1013 $1,100.00 Birdie, Anthony x Morris, Sakalarios and Blackwell, PLLC

N1077838 1014 $1,100.00 Black, Earnest E. x Morris, Sakalarios and Blackwell, PLLC

N1077843 1015 $500.00 Blasingame, Norma x Morris, Sakalarios and Blackwell, PLLC

N349562 1016 $600.00 Blizzard, Betty x Morris, Sakalarios and Blackwell, PLLC

N1077844 1017 $1,100.00 Blockmon, Christine x Morris, Sakalarios and Blackwell, PLLC

N096932 1018 $900.00 Bolton, Earnest x Morris, Sakalarios and Blackwell, PLLC

N1077852 1019 $1,100.00 Bolton, Gary A. x Morris, Sakalarios and Blackwell, PLLC

N1077853 669 $1,100.00 Boone, Eddie x Morris, Sakalarios and Blackwell, PLLC

N349572 1021 $600.00 Bowen, Jay W. x Morris, Sakalarios and Blackwell, PLLC

N1077860 1022 $1,100.00 Boykin, Robert L. x Morris, Sakalarios and Blackwell, PLLC

N1077862 1023 $1,100.00 Boyles, William E. x Morris, Sakalarios and Blackwell, PLLC

N349580 1024 $1,100.00 Brabston, William P. Jr. x Morris, Sakalarios and Blackwell, PLLC

N349583 1025 $600.00 Bracewell, Eugene T. x Morris, Sakalarios and Blackwell, PLLC

N1077864 1026 $1,100.00 Braden, Ralph R. x Morris, Sakalarios and Blackwell, PLLC

N349590 676 $1,100.00 Brandon, Charles W. x Morris, Sakalarios and Blackwell, PLLC

N1060675 677 $600.00 Brannan, James x Morris, Sakalarios and Blackwell, PLLC

N1077870 1029 $600.00 Brantley, Otis x Morris, Sakalarios and Blackwell, PLLC

N349600 1030 $600.00 Braswell, Patsy W. x Morris, Sakalarios and Blackwell, PLLC

N349602 1031 $1,100.00 Bray, Derrell B. x Morris, Sakalarios and Blackwell, PLLC

N349607 1032 $1,100.00 Brewer, Charles R. x Morris, Sakalarios and Blackwell, PLLC

N349613 1033 $1,100.00 Britt, Danny C. x Morris, Sakalarios and Blackwell, PLLC

N1060717 1034 $1,100.00 Brock, James W. x Morris, Sakalarios and Blackwell, PLLC

N1077882 1035 $11.00 Brock, L. D. x Morris, Sakalarios and Blackwell, PLLC

N349623 1036 $600.00 Brooks, Mack A. x Morris, Sakalarios and Blackwell, PLLC

N1077887 1038 $1,100.00 Brown, Andrew x Morris, Sakalarios and Blackwell, PLLC

N1077889 1039 $1,100.00 Brown, Barney x Morris, Sakalarios and Blackwell, PLLC

N349628 1040 $1,100.00 Brown, Bennie x Morris, Sakalarios and Blackwell, PLLC

N349631 1037 $1,100.00 Brown, Eddie x Morris, Sakalarios and Blackwell, PLLC

N1077892 690 $1,100.00 Brown, Ennie x Morris, Sakalarios and Blackwell, PLLC

N1077897 691 $1,100.00 Brown, Jonathan x Morris, Sakalarios and Blackwell, PLLC

N349641 1041 $1,100.00 Brown, Maxine x Morris, Sakalarios and Blackwell, PLLC

N1077901 693 $1,100.00 Brown, Percy x Morris, Sakalarios and Blackwell, PLLC

N1060770 694 $600.00 Brown, Richard x Morris, Sakalarios and Blackwell, PLLC

N1077903 695 $1,100.00 Brown, Willam x Morris, Sakalarios and Blackwell, PLLC

N160786 1358 $600.00 Bryant, Herschel x Morris, Sakalarios and Blackwell, PLLC

N1079326 697 $1,100.00 Buchanan, Dorothy x Morris, Sakalarios and Blackwell, PLLC

N1079324 698 $1,100.00 Buck, Robert x Morris, Sakalarios and Blackwell, PLLC

N349659 699 $1,100.00 Buckley, James x Morris, Sakalarios and Blackwell, PLLC

N349663 700 $1,100.00 Buford, Jesse x Morris, Sakalarios and Blackwell, PLLC

N1079327 701 $1,100.00 Buggs, Sarah x Morris, Sakalarios and Blackwell, PLLC

N1077905 702 $600.00 Bunn, Pauline x Morris, Sakalarios and Blackwell, PLLC

N1056981 703 $1,100.00 Butler, J.C. x Morris, Sakalarios and Blackwell, PLLC

Page 19




Objection


Debtors


Law Firm

None 704 $1,100.00 Byrd, Ruby x Morris, Sakalarios and Blackwell, PLLC

N1077923 705 $1,100.00 Caldwell, Tom x Morris, Sakalarios and Blackwell, PLLC

N349687 706 $600.00 Callaway, Sidney x Morris, Sakalarios and Blackwell, PLLC

N349689 707 $1,100.00 Calvin, Bobby x Morris, Sakalarios and Blackwell, PLLC

N1077927 708 $1,100.00 Campbell, Howard x Morris, Sakalarios and Blackwell, PLLC

N1077928 709 $1,100.00 Campbell, Olivia x Morris, Sakalarios and Blackwell, PLLC

N349697 710 $600.00 Cannon, Daniel x Morris, Sakalarios and Blackwell, PLLC

N349699 711 $600.00 Capan, Judy x Morris, Sakalarios and Blackwell, PLLC

N1060895 712 $1,100.00 Carey, Bernard x Morris, Sakalarios and Blackwell, PLLC

N1060896 713 $1,100.00 Cargill, Richard Jr. x Morris, Sakalarios and Blackwell, PLLC

N1077931 714 $1,100.00 Carr, Delois x Morris, Sakalarios and Blackwell, PLLC

N349704 715 $1,100.00 Carroll, David x Morris, Sakalarios and Blackwell, PLLC

N1060911 716 $1,100.00 Carter, Olen x Morris, Sakalarios and Blackwell, PLLC

N349715 1043 $600.00 Carter, Sidney E. x Morris, Sakalarios and Blackwell, PLLC

N349720 718 $1,100.00 Castleberry, Ernie L. Sr. x Morris, Sakalarios and Blackwell, PLLC

N349727 719 $600.00 Causey, Curley J. x Morris, Sakalarios and Blackwell, PLLC

N1077940 720 $1,100.00 Chambers, Lillie B. x Morris, Sakalarios and Blackwell, PLLC

None 721 $1,100.00 Champion, Catherine x Morris, Sakalarios and Blackwell, PLLC

N1077947 722 $1,100.00 Chatman, Chester x Morris, Sakalarios and Blackwell, PLLC

N1060958 723 $1,100.00 Chatman, Otis M. x Morris, Sakalarios and Blackwell, PLLC

N349742 724 $1,100.00 Chavers, Andrew x Morris, Sakalarios and Blackwell, PLLC

N349749 732 $1,100.00 Chillis, Lee G. x Morris, Sakalarios and Blackwell, PLLC

N1077952 731 $1,100.00 Chisolm, Andrew x Morris, Sakalarios and Blackwell, PLLC

N1078654 730 $900.00 Christmas, Henry x Morris, Sakalarios and Blackwell, PLLC

N1073204 729 $500.00 Clark, Albert x Morris, Sakalarios and Blackwell, PLLC

N1077965 728 $1,100.00 Cleveland, Bessie C. x Morris, Sakalarios and Blackwell, PLLC

N1077966 727 $1,100.00 Cleveland, Jimmie L. x Morris, Sakalarios and Blackwell, PLLC

N1077971 725 $600.00 Cobb, Carrie x Morris, Sakalarios and Blackwell, PLLC

N349771 726 $11.00 Cobb, Sam Jr. x Morris, Sakalarios and Blackwell, PLLC

N1077973 733 $1,100.00 Cochran, Mary S. x Morris, Sakalarios and Blackwell, PLLC

N1077976 734 $600.00 Coffey, Herman R. x Morris, Sakalarios and Blackwell, PLLC

N1077978 735 $1,100.00 Colburn, Truman D. x Morris, Sakalarios and Blackwell, PLLC

N1077981 736 $1,100.00 Coleman, Martha x Morris, Sakalarios and Blackwell, PLLC

N1077990 737 $600.00 Coody, James C. x Morris, Sakalarios and Blackwell, PLLC

N1061096 738 $600.00 Cook, William x Morris, Sakalarios and Blackwell, PLLC

N1077994 739 $1,100.00 Cooper, Clarence x Morris, Sakalarios and Blackwell, PLLC

N349793 740 $5.00 Cooper, Jeanette x Morris, Sakalarios and Blackwell, PLLC

N349794 741 $1,100.00 Cooper, Ray T. x Morris, Sakalarios and Blackwell, PLLC

N1077996 742 $1,100.00 Copeland, Brenda x Morris, Sakalarios and Blackwell, PLLC

N349797 743 $600.00 Copeland, Flora M x Morris, Sakalarios and Blackwell, PLLC

N1077999 744 $1,100.00 Corley, Lloyd C. x Morris, Sakalarios and Blackwell, PLLC

N349808 745 $600.00 Couch, Carol x Morris, Sakalarios and Blackwell, PLLC

N1078001 746 $1,100.00 Coulter, Gladys x Morris, Sakalarios and Blackwell, PLLC

N350098 747 $1,100.00 Council, Roosevelt x Morris, Sakalarios and Blackwell, PLLC

N350101 748 $1,100.00 Courtney, Harold x Morris, Sakalarios and Blackwell, PLLC

N1078002 749 $1,100.00 Cousin, Gloria x Morris, Sakalarios and Blackwell, PLLC

N350108 750 $1,100.00 Craig, Johnnie x Morris, Sakalarios and Blackwell, PLLC

N350110 751 $600.00 Crawford, Lorine G x Morris, Sakalarios and Blackwell, PLLC

N350112 752 $1,100.00 Creamer, Frances E. x Morris, Sakalarios and Blackwell, PLLC

D1016743 753 $1,100.00 Creel, James x Morris, Sakalarios and Blackwell, PLLC

N1078010 754 $600.00 Crutchfield, Barbara A. x Morris, Sakalarios and Blackwell, PLLC

N350129 755 $600.00 Curtis, Charlie x Morris, Sakalarios and Blackwell, PLLC

N1078013 756 $1,100.00 Curtis, James x Morris, Sakalarios and Blackwell, PLLC

N350134 757 $600.00 Dame, Franklin D. x Morris, Sakalarios and Blackwell, PLLC

N1078015 758 $1,100.00 Daniels, Lola M x Morris, Sakalarios and Blackwell, PLLC

N1079332 759 $900.00 Davis, Arnett x Morris, Sakalarios and Blackwell, PLLC

N1078018 760 $1,100.00 Davis, Helen x Morris, Sakalarios and Blackwell, PLLC

None 761 $600.00 Davis, James E. x Morris, Sakalarios and Blackwell, PLLC

N350162 762 $600.00 Davis, Mary A. x Morris, Sakalarios and Blackwell, PLLC

N1078022 763 $1,100.00 Davis, Milo L. x Morris, Sakalarios and Blackwell, PLLC

N1078024 764 $1,100.00 Davis, Walter x Morris, Sakalarios and Blackwell, PLLC

None 765 $1,100.00 Deloach, Ray C x Morris, Sakalarios and Blackwell, PLLC

N350191 766 $1,100.00 Diamond, Thomas x Morris, Sakalarios and Blackwell, PLLC

N178036 767 $1,100.00 Dixon, WIllie A. x Morris, Sakalarios and Blackwell, PLLCN350208 or

768 $600.00 Dominy, Betty x Morris, Sakalarios and Blackwell, PLLC

N1078037 769 $1,100.00 Donald, Dorothy M. x Morris, Sakalarios and Blackwell, PLLC

N350213 770 $600.00 Dorsey, Dixie G. x Morris, Sakalarios and Blackwell, PLLC

N1061419 771 $600.00 Dorsey, Shirley x Morris, Sakalarios and Blackwell, PLLC

N1078042 772 $600.00 Duffey, William x Morris, Sakalarios and Blackwell, PLLC

N1061447 773 $1,100.00 Dunaway, Donald R. x Morris, Sakalarios and Blackwell, PLLC

Page 20




Objection


Debtors


Law Firm

N1078046 774 $600.00 Dunn, Richard E. x Morris, Sakalarios and Blackwell, PLLC

N350388 775 $600.00 Dyal, Juanita N. x Morris, Sakalarios and Blackwell, PLLC

N350389 1310 $600.00 Dyche, John x Morris, Sakalarios and Blackwell, PLLC

N350390 777 $600.00 Dyche, Lamar x Morris, Sakalarios and Blackwell, PLLC

N1078051 778 $1,100.00 Edwards, Earnest x Morris, Sakalarios and Blackwell, PLLC

N1078053 779 $1,100.00 Eldridge, Samuel x Morris, Sakalarios and Blackwell, PLLC

N1078054 780 $1,100.00 Ellis, Bobby C. Jr. x Morris, Sakalarios and Blackwell, PLLC

N350404 781 $1,100.00 Elllis, Gladys C. x Morris, Sakalarios and Blackwell, PLLC

N1078058 782 $1,100.00 Elmore, Keith E. x Morris, Sakalarios and Blackwell, PLLC

N350407 783 $600.00 English, Frances M. x Morris, Sakalarios and Blackwell, PLLC

N350408 784 $600.00 English, Millard T. x Morris, Sakalarios and Blackwell, PLLC

N1061505 785 $1,100.00 Esters, Willard A. x Morris, Sakalarios and Blackwell, PLLC

N1078062 786 $600.00 Estes, Thad W. x Morris, Sakalarios and Blackwell, PLLC

G294849 787 $1,100.00 Eubanks, Alton D. x Morris, Sakalarios and Blackwell, PLLC

N1078063 788 $1,100.00 Evans, Georgia P. x Morris, Sakalarios and Blackwell, PLLC

N1078064 789 $1,100.00 Evans, John A. x Morris, Sakalarios and Blackwell, PLLC

N1078065 790 $600.00 Evans, Juanita x Morris, Sakalarios and Blackwell, PLLC

N350425 791 $1,100.00 Failla, Robert x Morris, Sakalarios and Blackwell, PLLC

N1078072 1051 $1,100.00 Fields, Grant x Morris, Sakalarios and Blackwell, PLLC

N1078074 793 $1,100.00 Fleming, E.L. x Morris, Sakalarios and Blackwell, PLLC

N350442 794 $1,100.00 Ford, Elnora x Morris, Sakalarios and Blackwell, PLLC

N1078671 795 $600.00 Foskey, John D. x Morris, Sakalarios and Blackwell, PLLC

N350454 796 $1,100.00 Fowler, Cecil A. x Morris, Sakalarios and Blackwell, PLLC

N350457 797 $1,100.00 Franklin, Robert L. x Morris, Sakalarios and Blackwell, PLLC

N1078133 798 $1,100.00 Friday, Gleen R. x Morris, Sakalarios and Blackwell, PLLC

N1056982 799 $1,100.00 Funches, Willie Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078168 800 $1,100.00 Fussell, Dennis x Morris, Sakalarios and Blackwell, PLLC

D1016746 801 $1,100.00 Gaines, Claude S. x Morris, Sakalarios and Blackwell, PLLC

N350468 1052 $1,100.00 Gandy, James M. x Morris, Sakalarios and Blackwell, PLLC

N1078201 804 $1,100.00 Garner, Billy G x Morris, Sakalarios and Blackwell, PLLC

None 1061 $900.00 Garner, Roosevelt x Morris, Sakalarios and Blackwell, PLLC

N350482 805 $1,100.00 Gavin, Billy R. x Morris, Sakalarios and Blackwell, PLLC

N350486 806 $1,100.00 Gean, Larry x Morris, Sakalarios and Blackwell, PLLC

N350488 807 $1,100.00 German, James Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078851 808 $1,100.00 Gibbs, Beatrice x Morris, Sakalarios and Blackwell, PLLC

N350491 809 $1,100.00 Giddens, Needham M. x Morris, Sakalarios and Blackwell, PLLC

N1078854 810 $1,100.00 Giles, Herbert x Morris, Sakalarios and Blackwell, PLLC

N350493 811 $600.00 Giles, Lillie M. x Morris, Sakalarios and Blackwell, PLLC

N1061908 812 $1,100.00 Gill, James E. x Morris, Sakalarios and Blackwell, PLLC

N1078855 813 $1,100.00 Gill, Quincy D. x Morris, Sakalarios and Blackwell, PLLC

N350496 814 $1,100.00 Gilly, Thomas M. x Morris, Sakalarios and Blackwell, PLLC

N1078857 816 $1,100.00 Gilmore, Fred A. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078715 815 $600.00 Gilmore, Lillie M. x Morris, Sakalarios and Blackwell, PLLC

N350501 817 $2,500.00 Gilmore, William E. x Morris, Sakalarios and Blackwell, PLLC

N350504 818 $1,100.00 Gladney, Edward L. III x Morris, Sakalarios and Blackwell, PLLC

N350505 819 $1,100.00 Glass, William T. Jr. x Morris, Sakalarios and Blackwell, PLLC

N350511 620 $600.00 Goff, John P x Morris, Sakalarios and Blackwell, PLLC

N350512 821 $1,100.00 Golden, Floyd W. x Morris, Sakalarios and Blackwell, PLLC

N350514 822 $1,100.00 Golden, John E. x Morris, Sakalarios and Blackwell, PLLC

N350516 823 $1,100.00 Goldman, Billy H x Morris, Sakalarios and Blackwell, PLLC

N1078877 824 $1,100.00 Gooden, Mack x Morris, Sakalarios and Blackwell, PLLC

N350519 825 $1,100.00 Goodman, Robert J. x Morris, Sakalarios and Blackwell, PLLC

N1078881 826 $1,100.00 Goods, Laura x Morris, Sakalarios and Blackwell, PLLC

N1078890 827 $500.00 Gordon, Eva x Morris, Sakalarios and Blackwell, PLLC

N1078893 828 $1,100.00 Goshin, Richard A. x Morris, Sakalarios and Blackwell, PLLC

N1078896 829 $1,100.00 Gossett, Chester x Morris, Sakalarios and Blackwell, PLLC

N350521 830 $1,100.00 Govan, James E. Sr. x Morris, Sakalarios and Blackwell, PLLC

G320660 1377 $600.00 Graham, Harold x Morris, Sakalarios and Blackwell, PLLC

N1078905 832 $1,100.00 Graham, R.H. x Morris, Sakalarios and Blackwell, PLLC

N1061969 833 $600.00 Gray, Gloria x Morris, Sakalarios and Blackwell, PLLC

G1135041 834 $1,100.00 Gray, James E. x Morris, Sakalarios and Blackwell, PLLC

N1061971 835 $600.00 Gray, M.C. x Morris, Sakalarios and Blackwell, PLLC

N350535 836 $600.00 Gray, Mary B. x Morris, Sakalarios and Blackwell, PLLC

None 838 $1,100.00 Green, Alonzo Sr. x Morris, Sakalarios and Blackwell, PLLC

N350538 839 $900.00 Green, Charles x Morris, Sakalarios and Blackwell, PLLC

N350539 840 $600.00 Green, Dorothy x Morris, Sakalarios and Blackwell, PLLC

N1061978 841 $600.00 Green, Franklin x Morris, Sakalarios and Blackwell, PLLC

N1061982 837 $600.00 Green, J.L. x Morris, Sakalarios and Blackwell, PLLC

N350544 842 $1,100.00 Greenfield, Elijah x Morris, Sakalarios and Blackwell, PLLC

N350546 843 $1,100.00 Greenwood, Elbert x Morris, Sakalarios and Blackwell, PLLC

Page 21




Objection


Debtors


Law Firm

N350547 844 $1,100.00 Greenwood, Percy L. x Morris, Sakalarios and Blackwell, PLLC

N1061997 845 $600.00 Griffin, Cary x Morris, Sakalarios and Blackwell, PLLC

N1078926 846 $1,100.00 Griffin, Gus x Morris, Sakalarios and Blackwell, PLLC

N350554 847 $900.00 Griffin, James Jr. x Morris, Sakalarios and Blackwell, PLLC

N350556 848 $600.00 Griffin, Sara E. x Morris, Sakalarios and Blackwell, PLLC

N1078935 849 $1,100.00 Griffis, Floyd I. x Morris, Sakalarios and Blackwell, PLLC

N1078938 850 $900.00 Griggs, John x Morris, Sakalarios and Blackwell, PLLC

N350559 851 $1,100.00 Griggs, Johnny L. x Morris, Sakalarios and Blackwell, PLLC

N350563 852 $600.00 Griner, Annette x Morris, Sakalarios and Blackwell, PLLC

D1016748 853 $1,100.00 Guy, Cleophas R. Sr. x Morris, Sakalarios and Blackwell, PLLC

N1062023 854 $600.00 Haddock, Martha J. x Morris, Sakalarios and Blackwell, PLLC

N350569 855 $1,100.00 Hagan, Ethel x Morris, Sakalarios and Blackwell, PLLC

N350570 856 $1,100.00 Hagan, John R. x Morris, Sakalarios and Blackwell, PLLC

N350575 1053 $1,100.00 Haley, Helen x Morris, Sakalarios and Blackwell, PLLC

None 859 $1,100.00 Hall, Bobby G x Morris, Sakalarios and Blackwell, PLLC

N1078953 860 $500.00 Hall, Ola x Morris, Sakalarios and Blackwell, PLLC

N350583 858 $900.00 Hall, Oscar L. x Morris, Sakalarios and Blackwell, PLLC

N1066065 861 $600.00 Halligan, Gladys x Morris, Sakalarios and Blackwell, PLLC

N1078964 862 $1,100.00 Hambright, William x Morris, Sakalarios and Blackwell, PLLC

N350588 863 $1,100.00 Hamilton, Bobby G. x Morris, Sakalarios and Blackwell, PLLC

N350589 864 $1,100.00 Hamilton, Royce x Morris, Sakalarios and Blackwell, PLLC

N350591 865 $600.00 Hammack, Kathleen A. x Morris, Sakalarios and Blackwell, PLLC

N1062058 866 $600.00 Hampton, James E. x Morris, Sakalarios and Blackwell, PLLC

N1062060 1055 $600.00 Hancock, Ellie M. x Morris, Sakalarios and Blackwell, PLLC

N350597 868 $1,100.00 Harden, Earnestine x Morris, Sakalarios and Blackwell, PLLC

N350602 869 $600.00 Hardie, Waner B. x Morris, Sakalarios and Blackwell, PLLC

N350612 871 $1,100.00 Harell, Loid x Morris, Sakalarios and Blackwell, PLLC

N350608 870 $600.00 Harper, Barbara x Morris, Sakalarios and Blackwell, PLLC

N350611 872 $11.00 Harrell, Larry x Morris, Sakalarios and Blackwell, PLLC

N1078981 874 $500.00 Harris, Betty D. x Morris, Sakalarios and Blackwell, PLLC

N1062106 875 $600.00 Harris, Hazel x Morris, Sakalarios and Blackwell, PLLC

N1078989 873 $1,100.00 Harris, Lee A. x Morris, Sakalarios and Blackwell, PLLC

N350622 876 $1,100.00 Harris, Louise S. x Morris, Sakalarios and Blackwell, PLLC

N1078998 877 $1,100.00 Harris, Willie x Morris, Sakalarios and Blackwell, PLLC

N1078999 878 $500.00 Hart, Eula L. x Morris, Sakalarios and Blackwell, PLLC

N1078691 901 $1,100.00 Hartfield, Cecil x Morris, Sakalarios and Blackwell, PLLC

N1062134 902 $1,100.00 Harville, Billy W. x Morris, Sakalarios and Blackwell, PLLC

N350633 903 $600.00 Hatcher, Sylvester x Morris, Sakalarios and Blackwell, PLLC

N1079001 904 $600.00 Hattaway, Henry J. x Morris, Sakalarios and Blackwell, PLLC

N1062150 905 $600.00 Hayes, Juanita x Morris, Sakalarios and Blackwell, PLLC

N1079008 906 $900.00 Hearn, John x Morris, Sakalarios and Blackwell, PLLC

N1078680 907 $600.00 Hegwood, Norma D. x Morris, Sakalarios and Blackwell, PLLC

None 908 $1,100.00 Hemphill, James P. Jr. x Morris, Sakalarios and Blackwell, PLLC

N350654 1057 $600.00 Henderson, James x Morris, Sakalarios and Blackwell, PLLC

N350656 910 $500.00 Henderson, Robert x Morris, Sakalarios and Blackwell, PLLC

N350657 911 $1,100.00 Henderson, Rosie M. x Morris, Sakalarios and Blackwell, PLLC

N350658 1378 $600.00 Henderson, Ruby L. x Morris, Sakalarios and Blackwell, PLLC

None 913 $600.00 Hendrix, Martha Louise x Morris, Sakalarios and Blackwell, PLLC

N350664 914 $1,100.00 Hendrix, Millard S. x Morris, Sakalarios and Blackwell, PLLC

N350665 1058 $1,100.00 Henry, Edward R. x Morris, Sakalarios and Blackwell, PLLC

N350675 916 $1,100.00 Higgins, Eddie L. x Morris, Sakalarios and Blackwell, PLLC

N350677 1059 $1,100.00 Hightower, Fred W. x Morris, Sakalarios and Blackwell, PLLC

N350679 1060 $600.00 Hill, Diane M. x Morris, Sakalarios and Blackwell, PLLC

N1079016 919 $1,100.00 Hill, S.C. x Morris, Sakalarios and Blackwell, PLLC

N1079019 920 $500.00 Hipp, Esther G. x Morris, Sakalarios and Blackwell, PLLC

N1079020 921 $500.00 Hitt, George W. x Morris, Sakalarios and Blackwell, PLLC

N1079021 922 $600.00 Hobbs, Robert L. x Morris, Sakalarios and Blackwell, PLLC

N1062256 924 $600.00 Hodges, Hilda x Morris, Sakalarios and Blackwell, PLLC

N1062258 925 $600.00 Hodges, Johnny x Morris, Sakalarios and Blackwell, PLLC

N1079022 923 $1,100.00 Hodges, Leroy Sr. x Morris, Sakalarios and Blackwell, PLLC

N1079025 926 $1,100.00 Holland, Clifton M. x Morris, Sakalarios and Blackwell, PLLC

N1062267 927 $600.00 Holland, Davod Q. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079028 928 $500.00 Holleman, Betty x Morris, Sakalarios and Blackwell, PLLC

N350710 929 $600.00 Hollis, Derwood L. x Morris, Sakalarios and Blackwell, PLLC

N1062312 930 $600.00 Holloway, Thelma x Morris, Sakalarios and Blackwell, PLLC

N1079032 931 $1,100.00 Holmes, Esau Jr. x Morris, Sakalarios and Blackwell, PLLC

N1062315 1062 $600.00 Holmes, Lois C. x Morris, Sakalarios and Blackwell, PLLC

N1062316 933 $600.00 Holsey, Joanne x Morris, Sakalarios and Blackwell, PLLC

N350720 934 $1,100.00 Hood, Lillie M. x Morris, Sakalarios and Blackwell, PLLC

N1079033 935 $1,100.00 Horne, Leonard L. x Morris, Sakalarios and Blackwell, PLLC

Page 22




Objection


Debtors


Law Firm

N350727 936 $600.00 Horton, Yvonne x Morris, Sakalarios and Blackwell, PLLC

N1079034 937 $500.00 Howard, Curtis x Morris, Sakalarios and Blackwell, PLLC

N1062332 1381 $600.00 Howard, Jackie x Morris, Sakalarios and Blackwell, PLLC

N350731 939 $600.00 Howell, John W. x Morris, Sakalarios and Blackwell, PLLC

N350732 940 $600.00 Hoyal, Terry R. x Morris, Sakalarios and Blackwell, PLLC

N350736 941 $1,100.00 Huddleston, Ethel F. x Morris, Sakalarios and Blackwell, PLLC

N350737 942 $1,100.00 Hudson, Jerry x Morris, Sakalarios and Blackwell, PLLC

N350738 943 $1,100.00 Hudspeth, Gwynn x Morris, Sakalarios and Blackwell, PLLC

N1079036 945 $1,100.00 Hughes, Gladys B. x Morris, Sakalarios and Blackwell, PLLC

G51085 946 $1,100.00 Hughes, Joe x Morris, Sakalarios and Blackwell, PLLC

N350741 944 $600.00 Hughes, Melvin Jr. x Morris, Sakalarios and Blackwell, PLLC

N350744 947 $600.00 Hughes, Sanders B. x Morris, Sakalarios and Blackwell, PLLC

N1079037 948 $1,100.00 Hughes, Willie x Morris, Sakalarios and Blackwell, PLLC

N1062376 949 $600.00 Ingram, Minnie G. x Morris, Sakalarios and Blackwell, PLLC

G51087 950 $1,100.00 Ingram, Oakley W. x Morris, Sakalarios and Blackwell, PLLC

N350756 951 $600.00 Ingram, Shellie x Morris, Sakalarios and Blackwell, PLLC

N1079041 954 $1,100.00 Jackson, Betty J. x Morris, Sakalarios and Blackwell, PLLC

N1079042 953 $1,100.00 Jackson, Charles C. x Morris, Sakalarios and Blackwell, PLLC

None 955 $1,100.00 Jackson, Clifton C. x Morris, Sakalarios and Blackwell, PLLC

N350762 952 $1,100.00 Jackson, Eddie J. x Morris, Sakalarios and Blackwell, PLLC

N1079044 956 $1,100.00 Jackson, Eloise B. x Morris, Sakalarios and Blackwell, PLLC

N350764 957 $1,100.00 Jackson, Freddie B . x Morris, Sakalarios and Blackwell, PLLC

N1079045 958 $1,100.00 Jackson, Hazel x Morris, Sakalarios and Blackwell, PLLC

N1062403 959 $1,100.00 Jackson, I.M. x Morris, Sakalarios and Blackwell, PLLC

N1079047 1064 $1,100.00 Jackson, Joe C. x Morris, Sakalarios and Blackwell, PLLC

N350767 961 $1,100.00 Jackson, Juanita x Morris, Sakalarios and Blackwell, PLLC

N350769 962 $1,100.00 Jackson, Nora D x Morris, Sakalarios and Blackwell, PLLC

N350770 1311 $1,100.00 Jackson, Richard Jr. x Morris, Sakalarios and Blackwell, PLLC

N350772 964 $600.00 Jackson, Robert L. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079050 965 $1,100.00 Jackson, Rueben Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079058 966 $1,100.00 Jamison, Viola x Morris, Sakalarios and Blackwell, PLLC

N1079060 967 $1,100.00 Jarrell, Woodrow x Morris, Sakalarios and Blackwell, PLLC

N350788 1065 $1,100.00 Jenkins, Deniece P. x Morris, Sakalarios and Blackwell, PLLC

N350789 968 $1,100.00 Jenkins, James D. x Morris, Sakalarios and Blackwell, PLLC

N1078668 1066 $600.00 Johnson, Barbara D. x Morris, Sakalarios and Blackwell, PLLC

N1079062 970 $1,100.00 Johnson, Calvin E. x Morris, Sakalarios and Blackwell, PLLC

N1062444 1067 $600.00 Johnson, Charles E. Sr. x Morris, Sakalarios and Blackwell, PLLC

N1079063 975 $1,100.00 Johnson, Earl x Morris, Sakalarios and Blackwell, PLLC

N1079064 1068 $600.00 Johnson, George H. x Morris, Sakalarios and Blackwell, PLLC

N1079065 976 $1,100.00 Johnson, I. J. x Morris, Sakalarios and Blackwell, PLLC

N350807 977 $600.00 Johnson, Kathleen C. x Morris, Sakalarios and Blackwell, PLLC

N350812 978 $1,100.00 Johnson, Lurie J. x Morris, Sakalarios and Blackwell, PLLC

N1079070 974 $1,100.00 Johnson, Purify Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079076 980 $1,100.00 Jones, Daniel x Morris, Sakalarios and Blackwell, PLLC

N350831 981 $600.00 Jones, Danny G. x Morris, Sakalarios and Blackwell, PLLC

N350835 982 $1,100.00 Jones, Edward x Morris, Sakalarios and Blackwell, PLLC

N1079080 983 $1,100.00 Jones, Gene A. x Morris, Sakalarios and Blackwell, PLLC

N351538 984 $1,100.00 Jones, Louis H. x Morris, Sakalarios and Blackwell, PLLC

N1078652 979 $900.00 Jones, Luther x Morris, Sakalarios and Blackwell, PLLC

N351540 1382 $1,100.00 Jones, Mary L. x Morris, Sakalarios and Blackwell, PLLC

N351543 986 $1,100.00 Jones, Silas Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079095 987 $1,100.00 Jordan, Charles R. x Morris, Sakalarios and Blackwell, PLLC

N1079096 988 $600.00 Jordan, Delois x Morris, Sakalarios and Blackwell, PLLC

N351552 989 $1,100.00 Jurls, O. B. x Morris, Sakalarios and Blackwell, PLLC

N1079099 990 $1,100.00 Kellum, Robert x Morris, Sakalarios and Blackwell, PLLC

N1079118 1070 $1,100.00 Kelly, Lee R. x Morris, Sakalarios and Blackwell, PLLC

N351560 992 $1,100.00 Kelly, Mintha W. x Morris, Sakalarios and Blackwell, PLLC

N351564 993 $600.00 Kennedy, J. B. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079135 1071 $1,100.00 Kent, James F. Sr. x Morris, Sakalarios and Blackwell, PLLC

N351568 995 $1,100.00 Kent, Juemiller x Morris, Sakalarios and Blackwell, PLLC

N351574 996 $600.00 Kimbrough, Billy x Morris, Sakalarios and Blackwell, PLLC

N351575 997 $1,100.00 King, Charles E. x Morris, Sakalarios and Blackwell, PLLC

N1079218 998 $1,100.00 Kingdom, Rosie L. x Morris, Sakalarios and Blackwell, PLLC

N351582 999 $600.00 Kirkley, James x Morris, Sakalarios and Blackwell, PLLC

N351584 1000 $600.00 Kitchens, Della x Morris, Sakalarios and Blackwell, PLLC

N1079227 880 $500.00 Knight, Ester x Morris, Sakalarios and Blackwell, PLLC

N1079228 879 $1,100.00 Knight, Maurice J. x Morris, Sakalarios and Blackwell, PLLC

N1079232 881 $1,100.00 Lacy, Jessie J. x Morris, Sakalarios and Blackwell, PLLC

N1079233 882 $1,100.00 Ladner, James L. x Morris, Sakalarios and Blackwell, PLLC

N1079234 883 $1,100.00 Laird, Robert x Morris, Sakalarios and Blackwell, PLLC

Page 23




Objection


Debtors


Law Firm

N1056980 884 $1,100.00 Lambert, Wendell R. x Morris, Sakalarios and Blackwell, PLLC

N1079242 885 $1,100.00 Langston, Sam Sr. x Morris, Sakalarios and Blackwell, PLLC

N1079244 886 $600.00 Latham, Wilmer B. x Morris, Sakalarios and Blackwell, PLLC

N1079249 887 $900.00 Lee, Glen x Morris, Sakalarios and Blackwell, PLLC

N351612 888 $1,100.00 Lemley, James A. x Morris, Sakalarios and Blackwell, PLLC

N1079252 889 $1,100.00 Levi, John C x Morris, Sakalarios and Blackwell, PLLC

N351627 890 $1,100.00 Lewis, Wade Sr. x Morris, Sakalarios and Blackwell, PLLC

N351629 891 $1,100.00 Lewis, Willie Jr. x Morris, Sakalarios and Blackwell, PLLC

N1079258 892 $1,100.00 Linson, Thomas A. x Morris, Sakalarios and Blackwell, PLLC

N351632 893 $1,100.00 Lipsey, Levorn x Morris, Sakalarios and Blackwell, PLLC

N351645 894 $1,100.00 Lollis, Oliver x Morris, Sakalarios and Blackwell, PLLC

N351648 895 $600.00 Long, Henry x Morris, Sakalarios and Blackwell, PLLC

N1078086 896 $900.00 Lott, Richard A. x Morris, Sakalarios and Blackwell, PLLC

N1078087 897 $1,100.00 Love, Bobbie R. x Morris, Sakalarios and Blackwell, PLLC

N351655 898 $600.00 Lovett, Esther T. x Morris, Sakalarios and Blackwell, PLLC

N1078645 899 $1,100.00 Lowe, James M. x Morris, Sakalarios and Blackwell, PLLC

N1078098 900 $1,100.00 Lyons, Jessie O. x Morris, Sakalarios and Blackwell, PLLC

N178099 1072 $600.00 Mack, Ida L. x Morris, Sakalarios and Blackwell, PLLC

N178102 1074 $1,100.00 Malone, Joe H. x Morris, Sakalarios and Blackwell, PLLC

N351679 1078 $600.00 Manning, Joe x Morris, Sakalarios and Blackwell, PLLC

N1078662 1080 $500.00 Marsalis, Junius x Morris, Sakalarios and Blackwell, PLLC

N1078117 1081 $1,100.00 Mascagni, Elmo x Morris, Sakalarios and Blackwell, PLLC

N351693 1083 $600.00 Mask, Earnest L. x Morris, Sakalarios and Blackwell, PLLC

N1078120 1085 $1,100.00 Matney, Howard J. x Morris, Sakalarios and Blackwell, PLLC

N1062875 1086 $600.00 Matthews, Martha x Morris, Sakalarios and Blackwell, PLLC

N351705 1087 $600.00 Matthews, Peggy J. x Morris, Sakalarios and Blackwell, PLLC

None 1312 $1,100.00 Mays, William x Morris, Sakalarios and Blackwell, PLLC

G1078126 1089 $1,100.00 McCloud, Will x Morris, Sakalarios and Blackwell, PLLC

N351723 1090 $600.00 McCord, Sarah x Morris, Sakalarios and Blackwell, PLLC

N351727 1091 $600.00 McCrary, Fay x Morris, Sakalarios and Blackwell, PLLC

N1078134 1092 $1,100.00 McDonald, Hubbert L. x Morris, Sakalarios and Blackwell, PLLC

N1056983 1093 $1,100.00 McDuffey, Samuel G. x Morris, Sakalarios and Blackwell, PLLC

N1078136 1094 $1,100.00 McElroy, Willie L. x Morris, Sakalarios and Blackwell, PLLC

G1143836 1095 $900.00 McGaugh, Jempsey L. x Morris, Sakalarios and Blackwell, PLLC

N1078139 1096 $1,100.00 McGinnis, Marilyn x Morris, Sakalarios and Blackwell, PLLC

N1078140 1097 $1,100.00 McGowan, Burnell Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078144 1098 $900.00 McGrew, John E. x Morris, Sakalarios and Blackwell, PLLC

N1078145 1099 $1,100.00 McGuffee, Albert H. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078146 1100 $1,100.00 McInnis, Dorothy x Morris, Sakalarios and Blackwell, PLLC

N351750 1101 $1,100.00 McLemore, Freeman Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078153 1102 $1,100.00 McMullin, Hilton x Morris, Sakalarios and Blackwell, PLLC

N351769 1103 $1,100.00 Melton, Mary K. x Morris, Sakalarios and Blackwell, PLLC

N351783 1104 $600.00 Miller, Annie B. x Morris, Sakalarios and Blackwell, PLLC

N351786 1105 $1,100.00 Miller, Herbert H. x Morris, Sakalarios and Blackwell, PLLC

N351796 1106 $600.00 Mimbs, Mickey L. x Morris, Sakalarios and Blackwell, PLLC

N1078167 1107 $1,100.00 Minor, Dorothy B. x Morris, Sakalarios and Blackwell, PLLC

D1016757 1108 $1,100.00 Misita, Frank x Morris, Sakalarios and Blackwell, PLLC

N1078172 1109 $1,100.00 Mitchell, Georgia x Morris, Sakalarios and Blackwell, PLLC

N351810 1110 $1,100.00 Moncure, Heitience x Morris, Sakalarios and Blackwell, PLLC

N351816 1111 $1,100.00 Montgomery, George x Morris, Sakalarios and Blackwell, PLLC

N351814 1112 $600.00 Montgomery, Linda S. x Morris, Sakalarios and Blackwell, PLLC

N1078180 1113 $1,100.00 Moore, Calvin B. x Morris, Sakalarios and Blackwell, PLLC

N351836 1114 $1,100.00 Morris, Gladys J. x Morris, Sakalarios and Blackwell, PLLC

N351851 1115 $1,100.00 Mullikin, Tom x Morris, Sakalarios and Blackwell, PLLC

N351860 1116 $1,100.00 Murphy, Thomas B. Sr. x Morris, Sakalarios and Blackwell, PLLC

N1078219 1117 $11.00 Murray, Robert E. x Morris, Sakalarios and Blackwell, PLLC

N1078220 1119 $500.00 Murrell, Phyllis x Morris, Sakalarios and Blackwell, PLLC

N1078656 1120 $1,100.00 Myers, L. C. x Morris, Sakalarios and Blackwell, PLLC

N351867 1121 $1,100.00 Myles, Earnest W. x Morris, Sakalarios and Blackwell, PLLC

N351868 1122 $1,100.00 Myles, Marshal Sr. x Morris, Sakalarios and Blackwell, PLLC

N351873 1123 $600.00 Neal, Carrie E. x Morris, Sakalarios and Blackwell, PLLC

N1078233 1125 $1,100.00 Netles, Sandra x Morris, Sakalarios and Blackwell, PLLC

N1078236 1126 $1,100.00 Newell, Mary L. x Morris, Sakalarios and Blackwell, PLLC

N1056984 1127 $1,100.00 Newsom, Fred G. x Morris, Sakalarios and Blackwell, PLLC

N1078240 1128 $1,100.00 Newsome, Earnest Jr. x Morris, Sakalarios and Blackwell, PLLC

D1016759 1129 $1,100.00 Nobles, Arthur G. Sr. x Morris, Sakalarios and Blackwell, PLLC

N351890 1130 $600.00 Norman, Henry H. x Morris, Sakalarios and Blackwell, PLLC

N1078257 1131 $1,100.00 O'Neal, Thurman L. x Morris, Sakalarios and Blackwell, PLLC

N351906 1132 $600.00 Osborne, Keith C. x Morris, Sakalarios and Blackwell, PLLC

G1175981 1134 $1,100.00 Otis, James E. x Morris, Sakalarios and Blackwell, PLLC

Page 24




Objection


Debtors


Law Firm

N1078264 1135 $1,100.00 Ousley, Ruby x Morris, Sakalarios and Blackwell, PLLC

N1064495 1136 $600.00 Owen, Robert x Morris, Sakalarios and Blackwell, PLLC

N1078228 1124 $1,100.00 Owens, Eloise A. Nelson x Morris, Sakalarios and Blackwell, PLLC

N1078265 1137 $600.00 Owens, James x Morris, Sakalarios and Blackwell, PLLC

NONE 1154 $1,100.00 Pague, Jo A. x Morris, Sakalarios and Blackwell, PLLC

N1078269 1138 $500.00 Parker, Horace x Morris, Sakalarios and Blackwell, PLLC

N1078270 1139 $1,100.00 Parker, Shirley M. x Morris, Sakalarios and Blackwell, PLLC

N351929 1140 $600.00 Partain, Bertie M. x Morris, Sakalarios and Blackwell, PLLC

N1064556 1141 $900.00 Patrick, Douglas M. x Morris, Sakalarios and Blackwell, PLLC

N1078274 1142 $11.00 Patterson, Johnnie L. x Morris, Sakalarios and Blackwell, PLLC

N1078275 1143 $1,100.00 Patton, Myra J. x Morris, Sakalarios and Blackwell, PLLC

N1078276 1144 $600.00 Pauldo, Curtis x Morris, Sakalarios and Blackwell, PLLC

N351932 1145 $600.00 Paulk, Betty x Morris, Sakalarios and Blackwell, PLLC

N1078278 1146 $1,100.00 Payne, Roy C. x Morris, Sakalarios and Blackwell, PLLC

N1078282 1383 $1,100.00 Peeler, John H. x Morris, Sakalarios and Blackwell, PLLC

N1078282 1148 $600.00 Pennyman, Wesley x Morris, Sakalarios and Blackwell, PLLC

N351947 1149 $600.00 Perkins, William x Morris, Sakalarios and Blackwell, PLLC

N351952 1150 $600.00 Perryman, Joe x Morris, Sakalarios and Blackwell, PLLC

N1078295 1151 $900.00 Pittman, John D. x Morris, Sakalarios and Blackwell, PLLC

G1144524 1152 $600.00 Pitts, Herman L. x Morris, Sakalarios and Blackwell, PLLC

N1078728 1153 $1,100.00 Plummer, Harold x Morris, Sakalarios and Blackwell, PLLC

N1078303 1155 $1,100.00 Pounds, Virginia x Morris, Sakalarios and Blackwell, PLLC

N1078314 1156 $600.00 Proctor, Irving x Morris, Sakalarios and Blackwell, PLLC

NONE 1157 $1,100.00 Pugh, William P. x Morris, Sakalarios and Blackwell, PLLC

N1078315 1158 $1,100.00 Quinn, Mable x Morris, Sakalarios and Blackwell, PLLC

N352012 1159 $1,100.00 Rainwater, R. J. x Morris, Sakalarios and Blackwell, PLLC

N352016 1160 $1,100.00 Ratcliffe, Andrew M. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078321 1385 $1,100.00 Rayborn, Vodie x Morris, Sakalarios and Blackwell, PLLC

N352021 1162 $600.00 Reagan, Barbara x Morris, Sakalarios and Blackwell, PLLC

N1078322 1163 $1,100.00 Redd, Hutsut Sr. x Morris, Sakalarios and Blackwell, PLLC

N1078323 1386 $1,100.00 Redd, James R x Morris, Sakalarios and Blackwell, PLLC

N352023 1165 $1,100.00 Reddix, Tarzan x Morris, Sakalarios and Blackwell, PLLC

NONE 1166 $1,100.00 Reeves, Delano x Morris, Sakalarios and Blackwell, PLLC

N1078328 1167 $1,100.00 Reid, Elvin x Morris, Sakalarios and Blackwell, PLLC

N1078329 1168 $600.00 Reid, Moses x Morris, Sakalarios and Blackwell, PLLC

N1066224 1169 $1,100.00 Rhines, Claude H. x Morris, Sakalarios and Blackwell, PLLC

N352043 1170 $600.00 Ricks, Bertow x Morris, Sakalarios and Blackwell, PLLC

N1078334 1171 $1,100.00 Rigney, John x Morris, Sakalarios and Blackwell, PLLC

N352050 1172 $1,100.00 Roach, Prince x Morris, Sakalarios and Blackwell, PLLC

N352051 1173 $600.00 Roberson, David T. x Morris, Sakalarios and Blackwell, PLLC

N352053 1387 $600.00 Roberson, Loette x Morris, Sakalarios and Blackwell, PLLC

N352054 1175 $600.00 Roberts, Agnes x Morris, Sakalarios and Blackwell, PLLC

N1078338 1176 $1,100.00 Roberts, Eugene x Morris, Sakalarios and Blackwell, PLLC

N1078339 1177 $1,100.00 Roberts, James E. x Morris, Sakalarios and Blackwell, PLLC

D1016762 1389 $1,100.00 Robertson, Penal H. x Morris, Sakalarios and Blackwell, PLLC

None 1181 $1,100.00 Robinson, Charlie L. x Morris, Sakalarios and Blackwell, PLLC

N1078344 1179 $1,100.00 Robinson, Earl T. x Morris, Sakalarios and Blackwell, PLLC

N1078345 1180 $600.00 Robinson, Henry R. x Morris, Sakalarios and Blackwell, PLLC

N1065037 1182 $1,100.00 Robinson, Howard x Morris, Sakalarios and Blackwell, PLLC

N352063 1183 $1,100.00 Robinson, John x Morris, Sakalarios and Blackwell, PLLC

N1078347 1184 $1,100.00 Robinson, Leonard x Morris, Sakalarios and Blackwell, PLLC

N1078348 1185 $1,100.00 Robinson, Nathan H. x Morris, Sakalarios and Blackwell, PLLC

N1078349 1186 $1,100.00 Robinson, Willie C. x Morris, Sakalarios and Blackwell, PLLC

N352076 1187 $5,796.00 Rogers, James H. x Morris, Sakalarios and Blackwell, PLLC

None 1188 $11.00 Rogers, Thomas A. Sr. x Morris, Sakalarios and Blackwell, PLLC

N1078353 1189 $600.00 Roland, Dudley x Morris, Sakalarios and Blackwell, PLLC

N1078354 1190 $1,100.00 Rollins, Stanton x Morris, Sakalarios and Blackwell, PLLC

N1078355 1191 $1,100.00 Rone, Joe Jr. x Morris, Sakalarios and Blackwell, PLLC

None 1192 $600.00 Rowland, Minnie B. x Morris, Sakalarios and Blackwell, PLLC

N1078360 1193 $1,100.00 Runnels, Jimmie T. x Morris, Sakalarios and Blackwell, PLLC

N352097 1194 $1,100.00 Rushing, Marvin C. x Morris, Sakalarios and Blackwell, PLLC

N1078371 1196 $11.00 Saucier, Clinton L. x Morris, Sakalarios and Blackwell, PLLC

N1078372 1197 $1,100.00 Schaffer, Leonard x Morris, Sakalarios and Blackwell, PLLC

N352113 1198 $600.00 Schell, Dorothy R. x Morris, Sakalarios and Blackwell, PLLC

N1078373 1199 $1,100.00 Scott, Christeen M. x Morris, Sakalarios and Blackwell, PLLC

N1078374 1200 $1,100.00 Scott, Herman x Morris, Sakalarios and Blackwell, PLLC

N352133 1201 $600.00 Shaw, Mary F. x Morris, Sakalarios and Blackwell, PLLC

None 1202 $1,100.00 Sheely, James T. x Morris, Sakalarios and Blackwell, PLLC

N1078383 1203 $600.00 Sheffield, Charles E. x Morris, Sakalarios and Blackwell, PLLC

N1078385 1204 $900.00 Shelby, Beverly J. x Morris, Sakalarios and Blackwell, PLLC

Page 25




Objection


Debtors


Law Firm

N1078389 1205 $1,100.00 Shields, George Jr. x Morris, Sakalarios and Blackwell, PLLC

N352139 1206 $900.00 Shockey, Cleo x Morris, Sakalarios and Blackwell, PLLC

N1078391 1207 $500.00 Shortie, Jesse J. x Morris, Sakalarios and Blackwell, PLLC

N352141 1208 $600.00 Shoupe, Donald x Morris, Sakalarios and Blackwell, PLLC

N1078393 1390 $500.00 Shurden, Dixie L. x Morris, Sakalarios and Blackwell, PLLC

N1078398 1210 $1,100.00 Simpson, Lawrence x Morris, Sakalarios and Blackwell, PLLC

N1065288 1211 $600.00 Smith, Bobbie B. x Morris, Sakalarios and Blackwell, PLLC

N352168 1391 $1,100.00 Smith, Cecil R. x Morris, Sakalarios and Blackwell, PLLC

N352171 1213 $600.00 Smith, Earnest C. x Morris, Sakalarios and Blackwell, PLLC

N352177 1214 $1,100.00 Smith, Ivey x Morris, Sakalarios and Blackwell, PLLC

N352192 1215 $1,100.00 Smith, Richard L. x Morris, Sakalarios and Blackwell, PLLC

N1078425 1216 $600.00 Smith, W. H. x Morris, Sakalarios and Blackwell, PLLC

N352206 1217 $900.00 Spiller, Henry Jr. x Morris, Sakalarios and Blackwell, PLLC

D1016765 1227 $1,100.00 Stahan, Edna E. x Morris, Sakalarios and Blackwell, PLLC

N1078434 1218 $1,100.00 Steed, Thomas E. x Morris, Sakalarios and Blackwell, PLLC

N352228 1219 $1,100.00 Stephens, Hubert x Morris, Sakalarios and Blackwell, PLLC

N352237 1220 $1,100.00 Stewart, Donald E. x Morris, Sakalarios and Blackwell, PLLC

None 1221 $1,100.00 Stewart, Israel Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078444 1223 $1,100.00 Stokes, Calvin x Morris, Sakalarios and Blackwell, PLLC

N1078445 1224 $600.00 Stokes, Fern x Morris, Sakalarios and Blackwell, PLLC

N1078446 1225 $1,100.00 Stokes, Gadston D. x Morris, Sakalarios and Blackwell, PLLC

N1078447 1226 $1,100.00 Stokes, Shirley M. x Morris, Sakalarios and Blackwell, PLLC

N1078696 1228 $2,500.00 Strickland, Mearl N. x Morris, Sakalarios and Blackwell, PLLC

N1078451 1229 $1,100.00 Stringer, Haskel L. x Morris, Sakalarios and Blackwell, PLLC

N352262 1230 $600.00 Sutton, Dessie R. x Morris, Sakalarios and Blackwell, PLLC

N352266 1231 $1,100.00 Tankersley, Jimmy E. x Morris, Sakalarios and Blackwell, PLLC

N352270 1232 $600.00 Tanner, Marvin L. x Morris, Sakalarios and Blackwell, PLLC

N1078457 1233 $1,100.00 Tanner, Mildred L. x Morris, Sakalarios and Blackwell, PLLC

N1078461 1234 $1,100.00 Tatum, James C. x Morris, Sakalarios and Blackwell, PLLC

N1078462 1235 $11.00 Taylor, A. D. x Morris, Sakalarios and Blackwell, PLLC

N1078467 1236 $600.00 Taylor, Jack D. Sr. x Morris, Sakalarios and Blackwell, PLLC

N352280 1237 $1,100.00 Taylor, Lottie M. x Morris, Sakalarios and Blackwell, PLLC

N1065481 1238 $1,100.00 Taylor, Ottis R. x Morris, Sakalarios and Blackwell, PLLC

None 1240 $600.00 Taylor, William D. x Morris, Sakalarios and Blackwell, PLLC

N1078470 1239 $1,100.00 Temple, Terry C. x Morris, Sakalarios and Blackwell, PLLC

N352289 1241 $1,100.00 Tenner, Wendell x Morris, Sakalarios and Blackwell, PLLC

N1078472 1242 $600.00 Thaggard, Neil A. x Morris, Sakalarios and Blackwell, PLLC

N352292 1243 $600.00 Tharpe, John A. x Morris, Sakalarios and Blackwell, PLLC

N1078474 1244 $600.00 Thigpen, James C. x Morris, Sakalarios and Blackwell, PLLC

N352297 1245 $600.00 Thigpen, Peggy x Morris, Sakalarios and Blackwell, PLLC

N352310 1246 $1,100.00 Thomas, Mary F. x Morris, Sakalarios and Blackwell, PLLC

N1078478 1247 $1,100.00 Thompson, Jimmie L. x Morris, Sakalarios and Blackwell, PLLC

N1078642 1248 $1,100.00 Thompson, Merl M. x Morris, Sakalarios and Blackwell, PLLC

N1078484 1249 $1,100.00 Thornton, Clara L. x Morris, Sakalarios and Blackwell, PLLC

N1078487 1250 $1,100.00 Tilson, Robert x Morris, Sakalarios and Blackwell, PLLC

N352333 1251 $600.00 Tookes, Isaiah x Morris, Sakalarios and Blackwell, PLLC

N352336 1252 $500.00 Trainer, Frankie x Morris, Sakalarios and Blackwell, PLLC

N1078489 1253 $500.00 Trammel, Katherine J. x Morris, Sakalarios and Blackwell, PLLC

N1078491 1254 $1,100.00 Triplett, Mary x Morris, Sakalarios and Blackwell, PLLC

N352341 1255 $600.00 Trotter, Melvin x Morris, Sakalarios and Blackwell, PLLC

N1078494 1256 $1,100.00 Truss, Margaret L. x Morris, Sakalarios and Blackwell, PLLC

N352347 1257 $600.00 Turner, I. J. Jr. x Morris, Sakalarios and Blackwell, PLLC

N1078502 1258 $1,100.00 Tyner, Ward R. x Morris, Sakalarios and Blackwell, PLLC

N1078507 1259 $1,100.00 Vance, Johnnie x Morris, Sakalarios and Blackwell, PLLC

N1078509 1260 $1,100.00 Vaughn, Kenneth M. x Morris, Sakalarios and Blackwell, PLLC

N352364 1261 $600.00 Veal, Douglas L. Sr. x Morris, Sakalarios and Blackwell, PLLC

N352371 1262 $1,100.00 Vernon, Ira C. x Morris, Sakalarios and Blackwell, PLLC

N1078515 1263 $1,100.00 Vincent, Fred S. x Morris, Sakalarios and Blackwell, PLLC

N1078518 1264 $1,100.00 Virgil, Elizabeth "Lizzie" x Morris, Sakalarios and Blackwell, PLLC

N352381 1265 $1,100.00 Walker, Huey P. x Morris, Sakalarios and Blackwell, PLLC

N352384 1266 $600.00 Walker, Ralph x Morris, Sakalarios and Blackwell, PLLC

N1078525 1267 $1,100.00 Walters, Larry E. x Morris, Sakalarios and Blackwell, PLLC

N1078529 1268 $1,100.00 Ware, Pearlie x Morris, Sakalarios and Blackwell, PLLC

N1078530 1269 $1,100.00 Warren, Frances V. x Morris, Sakalarios and Blackwell, PLLC

N352405 1270 $1,100.00 Washington, George L. x Morris, Sakalarios and Blackwell, PLLC

N1078534 1271 $1,100.00 Washington, Otis x Morris, Sakalarios and Blackwell, PLLC

N352408 1272 $600.00 Watford, Myrtis J. x Morris, Sakalarios and Blackwell, PLLC

N352412 1273 $600.00 Watson, Lester F. x Morris, Sakalarios and Blackwell, PLLC

N352422 1274 $11.00 Webster, Willie x Morris, Sakalarios and Blackwell, PLLC

N1078543 1275 $1,100.00 Weems, Jonathan x Morris, Sakalarios and Blackwell, PLLC

Page 26




Objection


Debtors


Law Firm

N352428 1276 $500.00 Wells, Annie x Morris, Sakalarios and Blackwell, PLLC

N1078546 1277 $1,100.00 Wells, Bobby W. x Morris, Sakalarios and Blackwell, PLLC

N1078547 1278 $600.00 Wells, Thomas M. x Morris, Sakalarios and Blackwell, PLLC

N352430 1279 $600.00 West, Betty J. x Morris, Sakalarios and Blackwell, PLLC

N1078551 1280 $11.00 Wheat, Reginald L. x Morris, Sakalarios and Blackwell, PLLC

N1078555 1281 $1,100.00 White, Jane E. x Morris, Sakalarios and Blackwell, PLLC

N352440 1282 $1,100.00 White, Jessie x Morris, Sakalarios and Blackwell, PLLC

N352442 1283 $600.00 White, Rebecca S. x Morris, Sakalarios and Blackwell, PLLC

N1078558 1284 $1,100.00 White, Sallie A. x Morris, Sakalarios and Blackwell, PLLC

N1078559 1285 $1,100.00 White, Ulysses Jr. x Morris, Sakalarios and Blackwell, PLLC

None 1286 $1,100.00 White, Wilbert x Morris, Sakalarios and Blackwell, PLLC

N352453 1287 $1,100.00 Wiley, Anthony x Morris, Sakalarios and Blackwell, PLLC

N1078570 1288 $1,100.00 Williams, Billy x Morris, Sakalarios and Blackwell, PLLC

N1078579 1289 $500.00 Williams, Janice B. x Morris, Sakalarios and Blackwell, PLLC

N1078581 1290 $1,100.00 Williams, John E. x Morris, Sakalarios and Blackwell, PLLC

N1078584 1291 $1,100.00 Williams, Josephine S. x Morris, Sakalarios and Blackwell, PLLC

N352478 1292 $1,100.00 Williams, Juanita x Morris, Sakalarios and Blackwell, PLLC

N1078593 1293 $1,100.00 Williams, Mazelle x Morris, Sakalarios and Blackwell, PLLC

N1078594 1294 $1,100.00 Williams, Patricia A. x Morris, Sakalarios and Blackwell, PLLC

N1078597 1295 $1,100.00 Williams, Roosevelt x Morris, Sakalarios and Blackwell, PLLC

N352491 1296 $600.00 Wilson, Annie M. x Morris, Sakalarios and Blackwell, PLLC

N1078607 1297 $1,100.00 Wilson, Henry Jr. x Morris, Sakalarios and Blackwell, PLLC

N352503 1298 $1,100.00 Wilson, W. C. x Morris, Sakalarios and Blackwell, PLLC

N352507 1299 $600.00 Wise, Horace N. x Morris, Sakalarios and Blackwell, PLLC

N1078618 1392 $1,100.00 Witt, James x Morris, Sakalarios and Blackwell, PLLC

N352508 1300 $600.00 Wood, Billy x Morris, Sakalarios and Blackwell, PLLC

N1078622 1301 $600.00 Woodall, Theresa x Morris, Sakalarios and Blackwell, PLLC

N1078624 1302 $1,100.00 Woodham, Alecia J. x Morris, Sakalarios and Blackwell, PLLC

N1078628 1303 $1,100.00 Woods, Myrtis x Morris, Sakalarios and Blackwell, PLLC

N1078626 1304 $600.00 Wooten, Huey x Morris, Sakalarios and Blackwell, PLLC

N352524 1305 $600.00 Worthy, George Jr. x Morris, Sakalarios and Blackwell, PLLC

N352526 1393 $1,100.00 Wright, Dorothy x Morris, Sakalarios and Blackwell, PLLC

N352527 1307 $600.00 Wright, Earline M. x Morris, Sakalarios and Blackwell, PLLC

N352529 1394 $600.00 Wright, John Sr. x Morris, Sakalarios and Blackwell, PLLC

N352531 1309 $1,100.00 Wright, Robert J. x Morris, Sakalarios and Blackwell, PLLC

G1209816 2363 $20,000.00 Adams, Lowell S. x MOTLEY RICE LLC

G1199351 1433 $3,500.00 Adelsflugel, Alberto Bernardo x Motley Rice LLC

N210674 1420 $1,100.00 Alford, Rufus Jr. x Motley Rice LLC

G27828 1421 $1,500.00 Barbillion, John x Motley Rice LLC

G1201945 1417 $5,000.00 Chambers, Daniel C. x Motley Rice LLC

N1203602 1418 $5,000.00 Clark, Clarence Leonard x Motley Rice LLC

G1209294 2361 $20,000.00 Crawford, Cebert Leon x MOTLEY RICE LLC

N1170855 1404 $10,000.00 Currie, Arthur William x Motley Rice LLC

N1201227 1422 $2,500.00 Downs, James Paul x Motley Rice LLC

G349794 1409 $1,000.00 Gibson, Melvin G. Sr. x Motley Rice LLC

None 1410 $3,500.00 Heikes, Neil x Motley Rice LLC

G1210923 2360 $20,000.00 Hensley, Jerome x MOTLEY RICE LLC

G233564 1416 $3,500.00 Holloway, Robert x Motley Rice LLC

N1170183 1405 $2,500.00 Holmes, Oliver x Motley Rice LLC

G1207534 1399 $35,000.00 Johnson, Clyde L. x Motley Rice LLC

G1208030 1400 $150,000.00 Kazee, Ora x Motley Rice LLC

N1204541 1395 $5,000.00 Lang, Paul T. Sr. x Motley Rice LLC

None 1423 $3,500.00 Lanphear, Thomas x Motley Rice LLC

G1168786 2450 $60,000.00 Lesko, Michael x MOTLEY RICE LLC

G328892 1411 $1,000.00 Little, Jerry G. Sr. x Motley Rice LLC

G1001348 1426 $500.00 Lloyd, William x Motley Rice LLC

G27794 1427 $1,500.00 Mckay, Edward x Motley Rice LLC

G1208290 1401 $10,000.00 Miller, Thomas W. x Motley Rice LLC

N1206325 1396 $5,000.00 Murphy, Linda Lou x Motley Rice LLC

None 1428 $1,500.00 Myers, Robert x Motley Rice LLC

G1024014 1412 $3,500.00 Opsitnik, William x Motley Rice LLC

G1205563 1397 $25,000.00 Pickens, Joseph Earl x Motley Rice LLC

G1203186 1429 $13,500.00 Polk, Thomas Henry Jr. x Motley Rice LLC

G1152218 1413 $1,000.00 Rice, Robert L. x Motley Rice LLC

G1195391 1407 $1,400.00 Scanlon, John Robert x Motley Rice LLC

None 1430 $1,000.00 Shanks, Charles E. Jr. x Motley Rice LLC

G87111 1431 $15,000.00 Shinn, Carl F. x Motley Rice LLC

None 1414 $1,000.00 Siegel, William A. x Motley Rice LLC

None 1435 $1,000.00 Smalls, William Jr. x Motley Rice LLC

None 1415 $1,000.00 Smith, Arnold R. x Motley Rice LLC

Page 27




Objection


Debtors


Law Firm

N1170856 1406 $2,500.00 Staszesky, Charles H. x Motley Rice LLC

G27821 1432 $1,500.00 Steenhuisen, Paul Hugo x Motley Rice LLC

N1199250 1419 $20,000.00 Taylor, Robert Lee x Motley Rice LLC

N1206320 1398 $70,000.00 Walker, Curtis T. x Motley Rice LLC

None 1434 $2,500.00 White, Paul R. x Motley Rice LLC

N1206900 1402 $25,000.00 Willis, David E x Motley Rice LLC

N1125085 1860 $12,000.00 Acker, Haywood L. x NICHOLL_ PETER T

G1136268 2455 $48,750.00 Anderson, John M. (Dec.) x NICHOLL_ PETER T

N1032040 1862 $2,000.00 Barbee, Richard x NICHOLL_ PETER T

N1011647 1863 $2,000.00 Blake, Robert L. Sr. x NICHOLL_ PETER T

N298834 1908 $12,000.00 Booth, William P. Sr. x NICHOLL_ PETER T

G1151420 1864 $12,000.00 Brooks, James S. x NICHOLL_ PETER T

G1046417 1865 $2,000.00 Brown, James L. Jr. x NICHOLL_ PETER T

G1054808 1866 $2,000.00 Bryan, Samuel x NICHOLL_ PETER T

N289482 1867 $2,000.00 Burrell, Walter B. Sr. x NICHOLL_ PETER T

G1150834 1868 $48,750.00 Byer, Robert M. x NICHOLL_ PETER T

G1037204 2123 $5,000.00 Calder, Ronald E. x NICHOLL_ PETER T

G1139653 1870 $2,000.00 Curtis, James x NICHOLL_ PETER T

G1165492 2129 $48,750.00 Custalow, Clyde E. Sr. x NICHOLL_ PETER T

N1201894 1871 $12,000.00 Daniels, William G. x NICHOLL_ PETER T

N292286 1873 $2,000.00 Davis, James x NICHOLL_ PETER T

N1138070 1874 $2,000.00 Dickens, Raymond L. x NICHOLL_ PETER T

N1034568 2131 $48,750.00 Dotson, Noah D. x NICHOLL_ PETER T

N288214 1875 $2,000.00 Duvall, Harold R. x NICHOLL_ PETER T

G369732 1876 $12,000.00 Eason, Shirley (Dec.) x NICHOLL_ PETER T

N1139196 1877 $12,000.00 Ewing, James E. Sr. x NICHOLL_ PETER T

G1146327 2423 $12,000.00 Frye, James M. x NICHOLL_ PETER T

G353973 2365 $12,000.00 Garner, Sadie J. x NICHOLL_ PETER T

N1067276 2119 $12,000.00 Gervais, Louis F. Sr. x NICHOLL_ PETER T

N1148006 1878 $5,000.00 Gough, Herbert M. Sr. x NICHOLL_ PETER T

N1197417 2364 $48,750.00 Guest, William D. x NICHOLL_ PETER T

N313989 1880 $12,000.00 Hebden, Charles (Dec.) x NICHOLL_ PETER T

N316317 2133 $12,000.00 Hines, Richard M. x NICHOLL_ PETER T

N300260 2444 $12,000.00 Irvin, Junior R. x NICHOLL_ PETER T

G1207373 2443 $12,000.00 Irwin, Gary L. x NICHOLL_ PETER T

G317387 2136 $2,000.00 Jackson, Charles x NICHOLL_ PETER T

None 1879 $12,000.00 Jackson, Theodore E. x NICHOLL_ PETER T

N310488 2416 $5,000.00 Kearney, Charles J. Jr. x NICHOLL_ PETER T

N1033810 2142 $12,000.00 King, James x NICHOLL_ PETER T

N1012406 2145 $2,000.00 Kucik, Peter x NICHOLL_ PETER T

N316322 1881 $5,000.00 Lambirth, Jerome N. x NICHOLL_ PETER T

N1077157 1886 $12,000.00 Lawton, James W. x NICHOLL_ PETER T

G1207371 2149 $12,000.00 Madden, Richard H. x NICHOLL_ PETER T

N1071116 1887 $5,000.00 Marshall, George A. x NICHOLL_ PETER T

G1181980 1890 $2,000.00 McKinney, Nancy L. x NICHOLL_ PETER T

G1037199 2106 $12,000.00 Moxley, William L. x NICHOLL_ PETER T

N1191958 1891 $48,750.00 Neal, Harold L. x NICHOLL_ PETER T

N1200465 2154 $12,000.00 Ockimey, Rodney G. Sr. x NICHOLL_ PETER T

N1074636 1894 $12,000.00 Ostrowski, Henry A. x NICHOLL_ PETER T

N308104 1895 $5,000.00 Perry, Thaddeus x NICHOLL_ PETER T

N1148015 1896 $6,000.00 Radecke, Concetta M. x NICHOLL_ PETER T

N1154194 2366 $48,750.00 Ray, William H. Jr. x NICHOLL_ PETER T

N310496 1898 $5,000.00 Ross, John E. x NICHOLL_ PETER T

G1006323 1899 $12,000.00 Schepers, Joseph B. x NICHOLL_ PETER T

N318028 2445 $48,750.00 Schroeder, Louis M. x NICHOLL_ PETER T

N1198591 2460 $5,000.00 Selway, Melvin R. x NICHOLL_ PETER T

N317762 1900 $12,000.00 Simms, Lawrence C. (Dec.) x NICHOLL_ PETER T

G1165167 1902 $1,000.00 Smith, Lillian x NICHOLL_ PETER T

N1203076 2157 $48,750.00 Smith, Patricia E. x NICHOLL_ PETER T

G1151421 1904 $2,500.00 Wallace, Charles x NICHOLL_ PETER T

N308100 2162 $5,000.00 Ward, Clarence V x NICHOLL_ PETER T

N1201447 2437 $12,000.00 Wenig, Darrell K. x NICHOLL_ PETER T

N1079423 2414 $12,000.00 White, French J. x NICHOLL_ PETER T

N1206412 2456 $48,750.00 Williams, Caesar D. Sr. x NICHOLL_ PETER T

G1156151 1905 $12,000.00 Yeager, Alfred P. x NICHOLL_ PETER T

G1197177 1361 $100,000.00 Brooks, Larry G. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1206038 1362 $200,000.00 Burris, William O. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1201501 1363 $100,000.00 Cattin, Paul R., Jr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1193477 1364 $50,000.00 Crocker, James B. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1208038 1365 $50,000.00 Dudley, Marion G x Patten, Wornom, Hatten & Diamonstein, L.C.

Page 28




Objection


Debtors


Law Firm

None 1366 $20,000.00 Hillebrand, Joseph R. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1194896 1367 $100,000.00 Hogge, John I., Jr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1199192 1368 $125,000.00 Lands, Bobby L. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1199194 1369 $75,000.00 Madison, Earl L., Jr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1202817 1370 $35,000.00 Mason, Lawrence R. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1192883 1371 $35,000.00 Monroe, Harry, Jr. x Patten, Wornom, Hatten & Diamonstein, L.C.

None 1372 $50,000.00 Powell, Rayford L. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1205862 1373 $20,000.00 Smith, G. Bernard, Jr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1205198 1374 $125,000.00 Trevillian, Hugh B., Sr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1199352 1375 $75,000.00 Turner, Gene M., Sr. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1206326 1376 $100,000.00 Walker, Robert L. x Patten, Wornom, Hatten & Diamonstein, L.C.

G1195311 125 $35,000.00 Lasher, Arthur x Paul, Reich & Myers, P.C.

G198310 1315 $500.00 Brown, Mary E. x Provost Umphrey Law Firm, LLP

G1173142 1314 $2,000.00 Cates, Glendon J. x Provost Umphrey Law Firm, LLP

G1173677 1316 $2,000.00 Corie, George R. x Provost Umphrey Law Firm, LLP

None 1317 $1,400.00 Daden, Johnny x Provost Umphrey Law Firm, LLP

G1018864 1318 $6,000.00 Davis, Leroy L. x Provost Umphrey Law Firm, LLP

None 1319 $6,000.00 Die, Joseph C. x Provost Umphrey Law Firm, LLP

G325699 1320 $1,400.00 Elizondo, Emilio Sr. x Provost Umphrey Law Firm, LLP

G1173685 1321 $1,750.00 Fortenberry, Verna F. x Provost Umphrey Law Firm, LLP

191076 1323 $12,500.00 Green, Roy D. x Provost Umphrey Law Firm, LLP

G1127371 1324 $25,000.00 Isham, Jimmy x Provost Umphrey Law Firm, LLP

G1022341 1325 $1,400.00 Jiminez, Abel Jr. x Provost Umphrey Law Firm, LLP

G1048614 1326 $6,000.00 Johnlouis, Larry x Provost Umphrey Law Firm, LLP

None 1327 $1,400.00 Lee, Mack x Provost Umphrey Law Firm, LLP

G359508 1328 $12,500.00 Lott, Melvin x Provost Umphrey Law Firm, LLP

None 1329 $1,400.00 Martin, Hubert x Provost Umphrey Law Firm, LLP

G353778 1330 $2,000.00 Mumphrey, John D. x Provost Umphrey Law Firm, LLP

None 1331 $1,400.00 Murphy, Joseph R. x Provost Umphrey Law Firm, LLP

G1187247 1332 $12,500.00 Page, J.C. x Provost Umphrey Law Firm, LLP

None 1333 $1,750.00 Pederson, Gene F. x Provost Umphrey Law Firm, LLP

None 1335 $2,000.00 Ramsey, Jess Sr. x Provost Umphrey Law Firm, LLP

G1033644 1336 $1,400.00 Ray, Barbara x Provost Umphrey Law Firm, LLP

G316472 1337 $1,400.00 Rogers, Ralph D. x Provost Umphrey Law Firm, LLP

G1188786 1338 $1,750.00 Sandella, James x Provost Umphrey Law Firm, LLP

G75480 1339 $1,400.00 Self, James H. x Provost Umphrey Law Firm, LLP

G1122504 1341 $12,500.00 Sheridan, Nugent L. x Provost Umphrey Law Firm, LLP

G75485 1343 $1,400.00 Smith, Daniel C. x Provost Umphrey Law Firm, LLP

G281452 1344 $2,000.00 Smith, Lester L. x Provost Umphrey Law Firm, LLP

None 1345 $6,000.00 Stanley, Donald G. Sr. x Provost Umphrey Law Firm, LLP

G28628 1346 $1,400.00 Sullivan, Spencer L. x Provost Umphrey Law Firm, LLP

G1188784 1347 $1,750.00 Taylor, George F. x Provost Umphrey Law Firm, LLP

None 1348 $6,000.00 Taylor, John W. x Provost Umphrey Law Firm, LLP

G115731 1349 $1,400.00 Thibodeaux, Phillip R. x Provost Umphrey Law Firm, LLP

None 1350 $6,000.00 Thomas, Ary x Provost Umphrey Law Firm, LLP

518866 1351 $1,400.00 Thomas, Melvin L. x Provost Umphrey Law Firm, LLP

G1174256 1352 $1,750.00 Turk, Charles E. x Provost Umphrey Law Firm, LLP

G1018865 1353 $12,500.00 Walters, James T. x Provost Umphrey Law Firm, LLP

None 1354 $1,400.00 Wells, Roger x Provost Umphrey Law Firm, LLP

G330700 1355 $1,400.00 Willis, Edward x Provost Umphrey Law Firm, LLP

509373 580 $1,000.00 Barras, Perry x Reaud, Morgan & Quinn, L.L.P.

G118662 550 $2,000.00 Catron, George x Reaud, Morgan & Quinn, L.L.P.

G151337 562 $2,000.00 Dugard, Milton x Reaud, Morgan & Quinn, L.L.P.

G117267 558 $1,000.00 Faulk, Johnny O. Sr. x Reaud, Morgan & Quinn, L.L.P.

N67228 560 $1,000.00 Grass, Charles S. x Reaud, Morgan & Quinn, L.L.P.

None 559 $1,000.00 Griggs, Roy x Reaud, Morgan & Quinn, L.L.P.

A06569 553 $1,000.00 Jackson, Frank B. Jr. x Reaud, Morgan & Quinn, L.L.P.

G117268 556 $1,000.00 Jones, Cegers x Reaud, Morgan & Quinn, L.L.P.

G118806 557 $2,000.00 Primm, Onnan Ross x Reaud, Morgan & Quinn, L.L.P.

G100446 1464 $1,750.00 Avants, James x Scott and Scott LTD

None 1465 $1,400.00 Flynt, Loyd x Scott and Scott LTD

G113309 1457 $1,400.00 Hudson, Sandra E. x Scott and Scott LTD

None 1466 $1,400.00 Martin, Eugene x Scott and Scott LTD

None 1458 $1,750.00 Martin, Theodore x Scott and Scott LTD

G101417 1467 $1,750.00 Meeks, Taft x Scott and Scott LTD

G193363 1468 $1,400.00 Mooney, Joel x Scott and Scott LTD

G11463 1469 $1,400.00 Newell, Buddy x Scott and Scott LTD

None 1471 $1,400.00 Pepper, Herman x Scott and Scott LTD

G271541 1462 $1,400.00 Smith, Oscar x Scott and Scott LTD

None 1472 $1,750.00 White, Willie x Scott and Scott LTD

Page 29




Objection


Debtors


Law Firm

G1200478 2069 $3,161.90 Alverson, Margaret Ann x THE LANIER LAW FIRM PLLC

G1196703 2071 $7,904.76 Balk, Frederick x THE LANIER LAW FIRM PLLC

G1198388 2074 $7,904.76 Barton, Robert J. x THE LANIER LAW FIRM PLLC

G1199765 2076 $7,904.76 Beard, Joe x THE LANIER LAW FIRM PLLC

G1205071 2078 $3,161.90 Berry, Carolyn S. x THE LANIER LAW FIRM PLLC

M1202549 2082 $7,904.76 Biron, Rene H. x THE LANIER LAW FIRM PLLC

G1198423 2084 $31,619.05 Bodaford, Richard x THE LANIER LAW FIRM PLLC

G1203739 2167 $3,161.90 Bradford, Thomas x THE LANIER LAW FIRM PLLC

G1201440 2183 $31,619.05 Byrne, Larry E. x THE LANIER LAW FIRM PLLC

G1196040 2202 $12,647.62 Castronova, Joan E. x THE LANIER LAW FIRM PLLC

M1205523 2241 $7,904.76 Creyts, Glenn Oral x THE LANIER LAW FIRM PLLC

None 1922 $7,904.76 Daley, Richard M. III x THE LANIER LAW FIRM PLLC

G1205800 2247 $3,161.91 Fisher, Robert K. x THE LANIER LAW FIRM PLLC

None 2251 $79,047.62 Foster, Ronald x THE LANIER LAW FIRM PLLC

None 2257 $3,161.90 Garrison, Arthur x THE LANIER LAW FIRM PLLC

G1150669 2263 $3,161.90 Gauvin, Rita M. x THE LANIER LAW FIRM PLLC

G1201443 2267 $7,904.76 Gearhart, Tremaine x THE LANIER LAW FIRM PLLC

G1187835 2276 $79,047.62 Grogan, James x THE LANIER LAW FIRM PLLC

G125145 2285 $3,161.91 Hauth, Elizabeth x THE LANIER LAW FIRM PLLC

G1196205 2438 $79,047.62 Hosking, Edwin J. x THE LANIER LAW FIRM PLLC

M1202550 2439 $7,904.76 Jokinen, Arne x THE LANIER LAW FIRM PLLC

G1199456 2440 $7,904.76 Karlon, Ronald x THE LANIER LAW FIRM PLLC

G1173562 2441 $31,619.05 Kelly, David O. x THE LANIER LAW FIRM PLLC

G1191701 2442 $79,047.62 Kennett, Albert Floyd x THE LANIER LAW FIRM PLLC

M1200094 2446 $7,904.76 Kronsperger, Edward x THE LANIER LAW FIRM PLLC

G1194414 2447 $7,904.76 LaDuca, Victor x THE LANIER LAW FIRM PLLC

G1196204 2449 $7,904.76 LaFaut, Gustave J. x THE LANIER LAW FIRM PLLC

G1134357 2436 $3,161.91 Lomas, Harry Lee x THE LANIER LAW FIRM PLLC

G1199852 2435 $79,047.62 Malavolti, John x THE LANIER LAW FIRM PLLC

None 2434 $15,809.53 Martin, James E. x THE LANIER LAW FIRM PLLC

G1199764 2433 $7,904.76 Martinez, Jesus R. x THE LANIER LAW FIRM PLLC

G1197837 2432 $31,619.05 McIllwain, J.C. x THE LANIER LAW FIRM PLLC

G1173567 2430 $7,904.76 Morgan, Gilbert x THE LANIER LAW FIRM PLLC

G1182171 2428 $31,619.08 O'Connell, Michael J. x THE LANIER LAW FIRM PLLC

G1186162 2408 $7,904.76 O'Donnell, William x THE LANIER LAW FIRM PLLC

G1202930 2340 $7,904.76 Perri, Nick J. x THE LANIER LAW FIRM PLLC

G1202251 2337 $191,295.24 Pulcini, Henry A. (Dec.) x THE LANIER LAW FIRM PLLC

G1175491 2328 $7,904.76 Ramirez, David x THE LANIER LAW FIRM PLLC

None 2323 $31,619.05 Randall, Paul x THE LANIER LAW FIRM PLLC

None 1937 $31,619.05 Raynor, Timmie Andrew Jr. x THE LANIER LAW FIRM PLLC

G1201133 2321 $3,161.92 Stebenne, Betty x THE LANIER LAW FIRM PLLC

G1201132 1729 $31,619.05 VanDissel, Gerrit J. x THE LANIER LAW FIRM PLLC

G1199603 2317 $316,190.47 Williams, Paul T. x THE LANIER LAW FIRM PLLC

G1167477 1444 $1,850.00 Austin, Gordon x The Shepard Law Firm

G1167160 1441 $6,750.00 Barisano, Michael x The Shepard Law Firm

G1198957 1453 $1,850.00 Brennan, Norman x The Shepard Law Firm

G1167478 1445 $1,850.00 Caracciolo, Michael x The Shepard Law Firm

G1198956 1452 $9,500.00 Cinseruli, Joseph x The Shepard Law Firm

G1196529 1448 $9,500.00 D'Andrea, Frederick x The Shepard Law Firm

G1208293 1447 $67,500.00 Davis, Guy x The Shepard Law Firm

G1166715 1436 $9,500.00 DeLeo, Lawrence x The Shepard Law Firm

G1197495 1449 $9,500.00 Farrington, John x The Shepard Law Firm

G1167436 1439 $9,500.00 Forrest, Willard x The Shepard Law Firm

G1167068 1438 $9,500.00 Ivanouskas, Adolph x The Shepard Law Firm

G1205545 1446 $9,500.00 MacDowell, Kenneth x The Shepard Law Firm

G1167437 1442 $9,500.00 O'Toole, Peter x The Shepard Law Firm

G1188588 1455 $9,500.00 Purcell, Helen x The Shepard Law Firm

G1198835 1451 $9,500.00 Scafidi, Alfred x The Shepard Law Firm

None 1454 $9,500.00 Shannon, Robert x The Shepard Law Firm

G1167069 1437 $6,750.00 Sullivan, Gerald x The Shepard Law Firm

G1198834 1450 $6,750.00 Sundberg, Robert x The Shepard Law Firm

G1167438 1443 $9,500.00 Tan, Tang x The Shepard Law Firm

G1167161 1440 $5,000.00 Tittel, Raymond x The Shepard Law Firm

N198371 107 $635.00 Aliff, Elba x The Sutter Law Firm

N133828 69 $2,000.00 Bailey, Gary A. x The Sutter Law Firm

N84552 70 $2,000.00 Bias, Garland G. x The Sutter Law Firm

G83269 68 $635.00 Boggs, Delbert x The Sutter Law Firm

N84628 71 $62.90 Bostic, Edward L. x The Sutter Law Firm

G83278 73 $635.00 Browning, Basil x The Sutter Law Firm

G83280 74 $635.00 Bryan, Harold R. x The Sutter Law Firm

Page 30




Objection


Debtors


Law Firm

G83303 75 $635.00 Crum, Donald x The Sutter Law Firm

G83311 76 $635.00 Davis, Billy E. x The Sutter Law Firm

G77132 72 $2,000.00 Duncan, Doyle E. x The Sutter Law Firm

G83326 77 $635.00 Fleming, Jerry R. x The Sutter Law Firm

N133818 78 $2,000.00 Frame, David W. x The Sutter Law Firm

N198375 108 $635.00 Frazee, Donald x The Sutter Law Firm

G83343 79 $635.00 Gullett, Hubert B. x The Sutter Law Firm

N198376 80 $635.00 Hale, James E. x The Sutter Law Firm

N198377 109 $635.00 Harris, Richard x The Sutter Law Firm

G83354 81 $635.00 Hieneman, Charles x The Sutter Law Firm

G124743 82 $635.00 Highley, John A. x The Sutter Law Firm

G83361 83 $635.00 Holland, James R. x The Sutter Law Firm

G138816 84 $2,000.00 Howard, Walter C. x The Sutter Law Firm

N198378 110 $635.00 Humphrey, Mark x The Sutter Law Firm

G83917 102 $635.00 Jenkins, George E. x The Sutter Law Firm

G1207534 85 $35,000.00 Johnson, Clyde L. x The Sutter Law Firm

G138818 86 $2,000.00 Keller, Raldo x The Sutter Law Firm

N133847 87 $2,000.00 Kelley, Romie E. x The Sutter Law Firm

G138819 88 $2,000.00 Kinser, Herbert B. x The Sutter Law Firm

G83387 89 $635.00 Kitchen, Charles S. x The Sutter Law Firm

G83395 90 $635.00 LeMaster, Dewey W. x The Sutter Law Firm

G133807 91 $10,000.00 Liston, William F. x The Sutter Law Firm

G383920 103 $635.00 Litteral, Harold D. x The Sutter Law Firm

N133822 92 $2,000.00 Long, Ethel x The Sutter Law Firm

G83922 104 $635.00 Milem, Douglas G. x The Sutter Law Firm

N84679 93 $2,000.00 Moyers, William N. x The Sutter Law Firm

N84607 94 $2,000.00 Prince, Harry L. x The Sutter Law Firm

G138833 95 $2,000.00 Roach , Richard L. x The Sutter Law Firm

G138836 96 $7,500.00 Sexton, James C. x The Sutter Law Firm

G83926 105 $635.00 Sparks, William C. x The Sutter Law Firm

N84686 97 $2,000.00 Sprouse, Harry D. x The Sutter Law Firm

G138839 98 $2,000.00 Stanley, Edward L. x The Sutter Law Firm

G67537 106 $635.00 Stewart, Billy x The Sutter Law Firm

N84613 99 $2,000.00 Taylor, Clyde M. x The Sutter Law Firm

None 100 $7,500.00 Wood, Frances x The Sutter Law Firm

214862 1836 $2,500.00 Billings, Warren (Dec.) x The Wartnick Law Firm

G268641 1837 $10,000.00 Fitzsimmons, Robert (Dec.) x The Wartnick Law Firm

G295492 1838 $10,000.00 Nelson, Floyd (Dec.) x The Wartnick Law Firm

None 1456 $9,500.00 Anderson, Richard x Bergman Draper Ladenburg Hart

None 1460 $2,500.00 Bowers, Norman x Bergman Draper Ladenburg Hart

None 1463 $9,500.00 Coulter, Donald x Bergman Draper Ladenburg Hart

None 1470 $9,500.00 Fischer, Jacob x Bergman Draper Ladenburg Hart

None 1473 $2,500.00 Griffin, Ronald x Bergman Draper Ladenburg Hart

None 1474 $1,200.00 Heckman, Charles x Bergman Draper Ladenburg Hart

None 1475 $2,500.00 Johnson, Donald E. x Bergman Draper Ladenburg Hart

None 1476 $9,500.00 Jones, James x Bergman Draper Ladenburg Hart

None 1477 $9,500.00 Jorgensen, Bent x Bergman Draper Ladenburg Hart

None 1478 $2,500.00 Kimball, William x Bergman Draper Ladenburg Hart

None 1479 $9,500.00 Long, Robert x Bergman Draper Ladenburg Hart

None 1480 $9,500.00 McGee, James x Bergman Draper Ladenburg Hart

None 1481 $9,500.00 Ostman, Fred x Bergman Draper Ladenburg Hart

None 1483 $9,500.00 Porter, Dorothy x Bergman Draper Ladenburg Hart

None 1485 $2,500.00 Weisz, Clifford x Bergman Draper Ladenburg Hart

None 1484 $9,500.00 Wood, Marilyn x Bergman Draper Ladenburg Hart

G1202688 1542 $10,000.00 Cervantes, Antonio (Dec.) x Caroselli Beachler McTiernan & Conboy

G1206291 1549 $75,000.00 Daniels, Charles (Dec.) x Caroselli Beachler McTiernan & Conboy

G1208870 1544 $45,000.00 Hammers, Norbert x Caroselli Beachler McTiernan & Conboy

G1207913 1546 $40,000.00 Opalko, Anna Marie x Caroselli Beachler McTiernan & Conboy

G163178 1551 $5,000.00 Wickline, Owen (Dec.) x Caroselli Beachler McTiernan & Conboy

G1203942 2478 $5,000.00 Brooks, Victor x FLEMING, NOLEN & JEZ, L.L.P.

G1207194 2459 $14,000.00 Dremel, Donald x FLEMING, NOLEN & JEZ, L.L.P.

G1203749 2490 $30,000.00 Pease, Herbert x FLEMING, NOLEN & JEZ, L.L.P.

G1208955 1555 $90,000.00 Williams, Keith E. (Dec.) x Harvitz & Schwartz

M1203919 1605 $200,000.00 Flagg, Joseph (Dec.) x Howard, Brenner & Nass, P.C.

M1174441 1695 $85,000.00 Jennings, Lewis B. (Dec.) x Howard, Brenner & Nass, P.C.

G1197127 1690 $1,000.00 Villanova, Kenneth R. (Dec.) x Howard, Brenner & Nass, P.C.

G1184164 1691 $1,000.00 Whitman, Carl A. (Dec.) x Howard, Brenner & Nass, P.C.

G1209274 1565 $5,500.00 Ayer, John x Keller, Fishback & Jackson LLP

G1204974 1568 $7,500.00 Gill, James (Dec.) x Keller, Fishback & Jackson LLP

G1207785 1570 $5,000.00 Gregory, Charles x Keller, Fishback & Jackson LLP

Page 31




Objection


Debtors


Law Firm

G1207347 1596 $2,000.00 MacLeod, Robert x Keller, Fishback & Jackson LLP

G1206704 1566 $10,000.00 Miller, Ralph x Keller, Fishback & Jackson LLP

G1206459 1569 $3,500.00 Simmons, Keith x Keller, Fishback & Jackson LLP

G1208794 1567 $5,000.00 Smith, Donnie (Dec.) x Keller, Fishback & Jackson LLP

G1210787 1048 $3,500.00 Nelson, Donald x Law Office of Devin Robinson

G1210307 2227 $50,000.00 French, Leonard Wayne x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1209921 2293 $20,000.00 Lorbecke, Leland x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1207386 2303 $60,000.00 Simpson, Darwin x MAUNE RAICHLE HARTLEY FRENCH MUDD, LLC

G1201748 1540 $2,800.00 Adamus, Andrew x Michael B. Serling, P.C.

G1201854 1541 $1,000.00 Bozarth, Joseph x Michael B. Serling, P.C.

G1198746 1748 $1,000.00 Brewer, Kim x Michael B. Serling, P.C.

G1200165 1749 $2,800.00 Brooks, Frederick x Michael B. Serling, P.C.

G1198299 1750 $2,800.00 Burgess, Kenneth x Michael B. Serling, P.C.

G1200401 1751 $1,000.00 Burson, Nicholas Jr. (Dec.) x Michael B. Serling, P.C.

G1197925 1752 $1,800.00 Byrne, John E. (Dec.) x Michael B. Serling, P.C.

G1199615 1753 $3,500.00 Caputo, Sandra x Michael B. Serling, P.C.

G1200172 1754 $1,000.00 Carpinetti, Libro (Dec.) x Michael B. Serling, P.C.

G1199384 1755 $1,000.00 Chaput, Raymond Henry x Michael B. Serling, P.C.

G1198748 1756 $1,000.00 Collins, Christopher Columbus x Michael B. Serling, P.C.

G1197932 1757 $1,000.00 Collins, Paul Raymond x Michael B. Serling, P.C.

G1198302 1758 $1,000.00 Conner, Emmitt Earl Sr. x Michael B. Serling, P.C.

G1198298 1759 $1,000.00 Coole, Beryl Glenn x Michael B. Serling, P.C.

G1197928 1760 $1,000.00 Fancsal, Ronald George x Michael B. Serling, P.C.

G1201851 1761 $1,800.00 Gaffrey, James E. (Dec.) x Michael B. Serling, P.C.

G1201859 1762 $1,000.00 Gillum, Charles Jr. x Michael B. Serling, P.C.

G1197931 1763 $1,000.00 Gouin, Roger x Michael B. Serling, P.C.

G1200173 1764 $1,000.00 Harrington, Bernard x Michael B. Serling, P.C.

G1200406 1765 $1,000.00 Henderson, Jackie x Michael B. Serling, P.C.

G1200402 1766 $2,800.00 Hewitt, Gary x Michael B. Serling, P.C.

G1198465 1767 $1,000.00 Hofmann, Joseph x Michael B. Serling, P.C.

G1197926 1768 $1,000.00 Holley, Harvey x Michael B. Serling, P.C.

G1198655 1769 $1,000.00 Kewin, Harland x Michael B. Serling, P.C.

G1197929 1770 $1,000.00 King, Ogra x Michael B. Serling, P.C.

G1199614 1786 $1,000.00 Kish, William x Michael B. Serling, P.C.

G1197935 1787 $1,000.00 Kokuba, Stanley x Michael B. Serling, P.C.

G1200168 1788 $1,000.00 Kwiatkowski, Alexander x Michael B. Serling, P.C.

G1201852 1789 $2,800.00 Laurens, Frederick x Michael B. Serling, P.C.

G1197574 1790 $1,000.00 Lowler, John x Michael B. Serling, P.C.

G1198745 1791 $1,000.00 Lundgren, Francis x Michael B. Serling, P.C.

G1198747 1792 $1,000.00 Lundy, George x Michael B. Serling, P.C.

G1200407 1793 $1,000.00 Madary, Richard Jr. x Michael B. Serling, P.C.

G1197566 1798 $2,800.00 Masters, John E. Sr. x Michael B. Serling, P.C.

G1198738 1799 $2,800.00 McLaughlin, Gordon x Michael B. Serling, P.C.

G1197936 1801 $1,000.00 Meurer, Bernard x Michael B. Serling, P.C.

G1197934 1802 $1,000.00 Miller, William x Michael B. Serling, P.C.

G1199618 1804 $1,000.00 Morson, Darrel Sr. x Michael B. Serling, P.C.

G1198744 1805 $1,000.00 Nielsen, James x Michael B. Serling, P.C.

G1200167 1806 $1,000.00 Noe, James Sr. x Michael B. Serling, P.C.

G1199617 1807 $2,800.00 O'Bear, Elmer x Michael B. Serling, P.C.

G1198466 1809 $1,000.00 Pechette, Kenneth x Michael B. Serling, P.C.

G1199382 1810 $1,000.00 Ray, Jackie x Michael B. Serling, P.C.

G1198300 1811 $2,800.00 Shattelroe, Charles x Michael B. Serling, P.C.

G1198656 1812 $1,000.00 Shrum, Marvin x Michael B. Serling, P.C.

G1198657 1814 $1,000.00 Sieloff, Howard x Michael B. Serling, P.C.

G1201853 1815 $2,800.00 Smith, Owen x Michael B. Serling, P.C.

G1201857 1816 $1,000.00 Sordyl, Randolph x Michael B. Serling, P.C.

G1198297 1818 $1,800.00 Speir, Robert x Michael B. Serling, P.C.

G1200408 1819 $1,800.00 Stark, Jay x Michael B. Serling, P.C.

G1198301 1820 $1,000.00 Stavola, John Sr. x Michael B. Serling, P.C.

G1198470 1821 $1,000.00 Stone, William x Michael B. Serling, P.C.

G1200171 1822 $1,000.00 Stonebraker, Robert x Michael B. Serling, P.C.

G1199380 1823 $1,000.00 Sturgill, James x Michael B. Serling, P.C.

G1198467 1824 $1,000.00 Sytniak, John x Michael B. Serling, P.C.

G1198743 1825 $1,000.00 Tackett, Larry x Michael B. Serling, P.C.

G1198742 1826 $1,000.00 Tarr, Frederick x Michael B. Serling, P.C.

G1197571 1827 $1,000.00 Thompson, James x Michael B. Serling, P.C.

G1199381 1828 $1,000.00 Tilk, Harold x Michael B. Serling, P.C.

G1197937 1830 $1,000.00 Toth, Michael x Michael B. Serling, P.C.

G1201856 1831 $1,000.00 Trost, Robert x Michael B. Serling, P.C.

G1200170 1832 $1,000.00 Whorley, Raymond x Michael B. Serling, P.C.

Page 32




Objection


Debtors


Law Firm

G1202826 128 $5,000.00 Arena, John I. x Paul, Reich & Myers, P.C.

G1199984 130 $75,000.00 Frantz, Kenneth L. Sr. x Paul, Reich & Myers, P.C.

G1163203 129 $20,000.00 Wolfinger, Robert F. x Paul, Reich & Myers, P.C.

217559 1846 $365.00 Gilbert, Robert (Dec.) x Law Offices of Peter G. Angelos, P.C.

G201928 1968 $750.00 Pierson, Earl (Dec.) x BRAYTON PURCELL

G1195047 2410 $2,000.00 Williamson, Eldon O. x BRAYTON PURCELL

174414 1743 $365.00 Crawford, Basil R. (Dec.) x Law Offices of Peter G. Angelos, P.C.

N184818 1520 $5,000.00 Dibiasi, John x Law Offices of Peter G. Angelos, P.C.

G214072 1521 $5,000.00 Fatibene, Leonardo x Law Offices of Peter G. Angelos, P.C.

179963 1893 $365.00 Hendricks, Druel (Dec.) x Law Offices of Peter G. Angelos, P.C.

N190248 1525 $5,000.00 Hill, James L. x Law Offices of Peter G. Angelos, P.C.

G1179535 1800 $1,000.00 Honicker, William T. Sr. (Dec.) x Law Offices of Peter G. Angelos, P.C.

107099 1803 $1,000.00 Houser, Leroy x Law Offices of Peter G. Angelos, P.C.

G1179543 1813 $1,000.00 Laboy, Martin C. x Law Offices of Peter G. Angelos, P.C.

G199576 1528 $5,000.00 Otten, Reinhard (Dec.) x Law Offices of Peter G. Angelos, P.C.

520653 2045 $1,500.00 Peace, William C. (Dec.) x Law Offices of Peter G. Angelos, P.C.

514617 1985 $365.00 Roeber, Lorraine x Law Offices of Peter G. Angelos, P.C.

G1179544 1855 $1,000.00 Strauss, Donald C. x Law Offices of Peter G. Angelos, P.C.

G1198876 2411 $12,500.00 Wambolt, Elvin (Dec) BRAYTON PURCELL

G1206317 2483 $7,500.00 Headley, Joseph Anthony BRENT COON & ASSOCIATES

G1205108 2033 $480,000.00 Nelson, James Lee BROOKMAN ROSENBERG BROWN & SANDLER

G1209573 115 $5,000.00 Worthen, Parley (Dec) Clapper Patti Schweizer & Mason

G1213772 176 $45,000.00 Bell, James R. Early, Lucarelli, Sweeney & Meisenkothen

I1107397 189 $15,000.00 Coddington, George Early, Lucarelli, Sweeney & Meisenkothen

G1213923 270 $20,000.00 Deems, Rowland Early, Lucarelli, Sweeney & Meisenkothen

M1124037 186 $20,000.00 Desisto, Louis Early, Lucarelli, Sweeney & Meisenkothen

M1124028 190 $15,000.00 Eaton, Arthur Early, Lucarelli, Sweeney & Meisenkothen

G1213773 178 $50,000.00 Erickson, Richard Early, Lucarelli, Sweeney & Meisenkothen

G1213294 183 $20,000.00 Halpern, Melvyn Early, Lucarelli, Sweeney & Meisenkothen

G1213296 184 $20,000.00 Killard, John Sr. Early, Lucarelli, Sweeney & Meisenkothen

I1113315 185 $20,000.00 Ladwig, Donald Early, Lucarelli, Sweeney & Meisenkothen

G1213297 191 $15,000.00 Larosa, Frank Early, Lucarelli, Sweeney & Meisenkothen

G1213298 187 $20,000.00 Larsen, Berry Early, Lucarelli, Sweeney & Meisenkothen

G1213299 192 $15,000.00 Maye, David Early, Lucarelli, Sweeney & Meisenkothen

G1213774 182 $20,000.00 Roush, Floyd E. Early, Lucarelli, Sweeney & Meisenkothen

G1213924 271 $20,000.00 Scott, Robert Early, Lucarelli, Sweeney & Meisenkothen

G1213778 177 $50,000.00 Share, Harold Early, Lucarelli, Sweeney & Meisenkothen

G1213925 272 $16,250.00 Staley, Joseph Early, Lucarelli, Sweeney & Meisenkothen

I1056169 180 $20,000.00 Twohill, Robert Early, Lucarelli, Sweeney & Meisenkothen

G1213301 179 $20,000.00 Walsh, John P. Early, Lucarelli, Sweeney & Meisenkothen

G1209725 188 $16,250.00 Watson, Virgil J. Early, Lucarelli, Sweeney & Meisenkothen

G1185429 1668 $1,000.00 Dell, Gerald Gori Julian & Associates, P.C.

N73125 1487 $1,000.00 Hulbert, Donald J. JAMES F HUMPHREYS & ASSOCIATES

G228085 2536 $3,500.00 Jackson, Loren W. JAMES F HUMPHREYS & ASSOCIATES

G1213581 1489 $1,800.00 Lemmings, Clyde V. JAMES F HUMPHREYS & ASSOCIATES

G261884 1490 $2,000.00 Spaulding, William R. JAMES F HUMPHREYS & ASSOCIATES

G1179537 1854 $1,500.00 Rineholt, David A. (Dec.) Law Offices of Peter G. Angelos, P.C.

None 2000 $10,000.00 Van Pelt, Howard Alie (Dec.) Law Offices of Peter G. Angelos, P.C.

G1199609 2188 $125,000.00 Case, Ernest LEVY KONIGSBERG, LLP

G1176355 2198 $35,000.00 Gerber, Catherine LEVY KONIGSBERG, LLP

N1196842 2209 $20,000.00 Lowther, Leslie LEVY KONIGSBERG, LLP

G1203793 2182 $25,000.00 McCann, John LEVY KONIGSBERG, LLP

N1078366 1195 $1,100.00 Sanders, Clarence Morris, Sakalarios and Blackwell, PLLC

G1173576 1408 $2,500.00 Rasmussen, James Dag Motley Rice LLC

G123796 453 $2,500.00 Perkins, John W. N. Calhoun Anderson, Jr., PC

G1213795 459 $2,500.00 Saunders (Sauders), John Augustus N. Calhoun Anderson, Jr., PC

G1202104 1379 $225,000.00 Graham, Robert F. Patten, Wornom, Hatten & Diamonstein, L.C.

G1201639 1380 $200,000.00 Patton, Ralph W. Patten, Wornom, Hatten & Diamonstein, L.C.

G1022438 1322 $1,400.00 Gonzales, David Provost Umphrey Law Firm, LLP

G1213794 1334 $1,400.00 Pereida, Atanacio Provost Umphrey Law Firm, LLP

None 1342 $2,000.00 Simon, Jesse Provost Umphrey Law Firm, LLP

G1208483 101 $1,500.00 Savelesky, Aida Rose Klein and Marias

G1208965 1073 $20,000.00 Anderson, Bobby R. Terrell Hogan

G1211452 1075 $93,500.00 Benson, Vernon R. Terrell Hogan

G1209489 1076 $37,500.00 Coker, John Hart Terrell Hogan

G1210365 1077 $20,000.00 Cowart, Harold G. Jr. Terrell Hogan

G1209649 1082 $6,000.00 Douberly, James O. Terrell Hogan

G1209770 1084 $30,000.00 Hayes, Moses Terrell Hogan

G1209651 1079 $20,000.00 Johnson, Robert R. Terrell Hogan

G1203783 1524 $7,904.00 Baumbach, Stanley THE LANIER LAW FIRM PLLC

Page 33




Objection


Debtors


Law Firm

G1187172 1612 $7,904.76 Dean, Jimmie Lee THE LANIER LAW FIRM PLLC

None 1613 $4,742.86 Geary, Laverne THE LANIER LAW FIRM PLLC

G1139778 1638 $79,047.62 McClendon, Edward THE LANIER LAW FIRM PLLC

G1203107 1688 $77,904.76 McMichael, Roland Noel Sr. THE LANIER LAW FIRM PLLC

M1186064 1692 $79,047.62 Pushard, Richard N. Sr. THE LANIER LAW FIRM PLLC

G1135704 1698 $57,904.76 Reid, William Robert Jr. THE LANIER LAW FIRM PLLC

G1192059 1702 $57,904.76 Reiss, Frank E. THE LANIER LAW FIRM PLLC

G1201376 1709 $31,619.05 Sinka, Gabriel THE LANIER LAW FIRM PLLC

G1191447 1714 $7,904.76 Sousa, Kenneth J. THE LANIER LAW FIRM PLLC

G1199099 1723 $7,904.76 Summers, Robert J. THE LANIER LAW FIRM PLLC

G1182172 1725 $15,809.53 Theriot, Robert Edward THE LANIER LAW FIRM PLLC

G1202561 1727 $7,904.76 Toffoloni, Joseph P. THE LANIER LAW FIRM PLLC

G1188643 1731 $7,904.76 Waters, Myrlos R. THE LANIER LAW FIRM PLLC

G1206762 1736 $15,809.52 Whittington, Jerry THE LANIER LAW FIRM PLLC

None 181 $78,571.43Kominsky, Theodore Nelson & Janet Sue, GARLOCK SEALING TECHNOLOGIES LLC - is named as the CREDITOR

The Nemeroff Law Firm

G1120802 None 1,400.00 Vinson, Weldon Davis (dec) Carlie

G1121381 None 500.00 Blanton, Mary Carlie

P1079910 None 500.00 Green, Rosemary Edwards (dec) Carlie

P1079902 None 1,400.00 Groomer, Dennis Carlie

G1011233 None 1,400.00 King, Donald Carlie

G1011256 None 1,400.00 Little, Jeff R Carlie

G1011325 None 1,400.00 Nelson, Webster Carlie

G1011362 None 1,400.00 Pippins, Cecil Carlie

G1011371 None 1,400.00 Pritchett, John Carlie

G1011385 None 1,400.00 Ritter, James E Carlie

G1011452 None 1,400.00 Stanley, Hughes Carlie

G1011494 None 1,400.00 Vernon, Danny Carlie

N1206212 None 20,000.00 Ashton, Gilbert Goldberg Persky

G1208872 None 75,000.00 Jablonski, Richard C (dec) RG Taylor

G1206829 None 10,000.00 Frymire, Kelly Simmons

G1203044 None 20,000.00 Butt, Martin Douglas (dec) Simmons

G1206815 None 5,000.00 Esayian, John Simmons

G1207654 None 15,000.00 Forrester, Jeff Jr (dec) Simmons

G1208467 None 100,000.00 Gahan, James Simmons

G1209151 None 60,000.00 Kersting, Thomas Simmons

G1210027 None 40,000.00 Lowe, Hager Simmons

G1205298 None 20,000.00 Mitchell, Vincent Joseph (dec) Simmons

G1206617 None 50,000.00 Quintana Jose Abran Jr (dec) Simmons

G1203889 None 20,000.00 Ridge, Paul John (dec) Simmons

G1208464 None 100,000.00 Schlecht, Dwane Simmons

G1208042 None 7,500.00 Turner, Charles Simmons

G1208465 None 15,000.00 White, Neil (dec) Simmons

None None 40,000.00 DORGAN, ALBERT SIMMONS BROWDER GIANARIS ANGELIDES & BARNERD

None None 25,000.00 HANSON, HARRY (DEC) SIMMONS BROWDER GIANARIS ANGELIDES & BARNERD

None None 10,000.00 WILSON, CARRIE SIMMONS BROWDER GIANARIS ANGELIDES & BARNERD

None 2266 $15,000.00 Jarvie, James G. WILLIAMS KHERKHER HART & BOUNDAS LLP

Page 34



VII-1

APPENDIX VII: PRE-PETITION JUDGMENT GST ASBESTOS CLAIMS

Claimant Name Jurisdiction Claim Amount

Asserted Judgment

Date

Torres, Dora Cameron County, TX $675,000 (plus interest) March 22, 2010

Morales, Angelica Torres∗ Cameron County, TX $675,000 (plus interest) March 22, 2010

∗ Debtors believe claimant is asserting claim as the personal representative of the estate of Oscar Torres.



EXHIBIT C

Modified Joint Plan - Ex. C



Charlotte Division

IN RE:


Debtors.1


Chapter 11



Debtor.

Case No. ______________

Chapter 11


COOPERATION AGREEMENT

1 The debtors in these jointly administered cases are Garlock Sealing Technologies LLC; Garrison Litigation

Management Group, Ltd.; The Anchor Packing Company; and Oldco, LLC, successor by merger to Coltec Industries Inc.



1

GST SETTLEMENT FACILITY

____________, 2016

GARLOCK SEALING TECHNOLOGIES LLC Attn:

GARRISON LITIGATION MANAGEMENT GROUP, LTD. Attn:

OLDCO, LLC Attn:

Re: Cooperation Agreement Between the GST Settlement Facility (the “Settlement Facility”) and the Reorganized Debtors

Dear __________ and ____________:

Pursuant to the Modified Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and Oldco, LLC, Proposed Successor By Merger to Coltec Industries Inc, as it may be amended or modified (the “Plan”), this letter sets forth the agreement between the Settlement Facility and the Reorganized Debtors regarding the Settlement Facility’s taking possession of certain Documents (as defined herein) and the Reorganized Debtors’ obligations to assist the Settlement Facility in the processing, resolution, and defense of Asbestos Claims (the “Cooperation Agreement”).2

1. Capitalized terms not otherwise defined herein have the meanings defined in the Plan. As used in this Cooperation Agreement, the term “Document” means any written record or electronically-stored information, including any writings, notes, memoranda, drawings,

2 All capitalized terms not otherwise defined herein have the meanings defined in the Plan. As used in this Cooperation Agreement, the terms “Debtors” refers to the debtors and debtors-in-possession in the jointly-administered bankruptcy cases styled In re Garlock Sealing Technologies, LLC, et al., Case No. 10-31607 (Bankr. W.D.N.C.) and In re OldCo, LLC, Case No. 16-___ (Bankr. W.D.N.C.), together with all of their predecessors-in-interest. “Reorganized Debtors” are the Reorganized Debtors identified in the Plan. “GST Asbestos Claims” and “Coltec Asbestos Claims” refer to certain claims against the Debtors as defined in the Plan. “Asbestos Claims” means GST Asbestos Claims and Coltec Asbestos Claims.



2

graphs, charts, photographs, sound recordings, images, indexes and other data, data compilations, or databases. The term “asbestos claims” includes all manner of claims (as defined in 11 U.S.C. § 101(5)), whether pending, dismissed, or paid, that are or were based on alleged personal injury or wrongful death related to asbestos, including but not limited to “Asbestos Claims” as defined in the Plan. The term “asbestos claimants” means the holder of any asbestos claim. Unless the context otherwise requires, the singular form of any noun or pronoun includes the plural form, and vice versa.

2. Under the procedures set forth in this Cooperation Agreement, the Reorganized Debtors shall provide, or cause to be provided, to the Settlement Facility, the Documents described below. The Reorganized Debtors acknowledge that they have succeeded to possession, custody, or control of the Documents they are agreeing to provide pursuant to this Cooperation Agreement and which were maintained by Debtors before and during the Chapter 11 Cases.

3. The Reorganized Debtors shall provide, or cause to be provided to, the Settlement Facility the following:

(a) A Microsoft-Access or other usable format copy of Garrison’s historical asbestos claims database (“FADA”), except fields providing information related to Debtors’ defense counsel and other fields not pertinent to the processing or resolution of Asbestos Claims. Reorganized Debtors shall provide the Settlement Facility a list and description of any withheld fields.

(b) The following non-privileged documents maintained by Garrison at Garrison’s offices or at offsite storage sites related to asbestos claims: (i) non-privileged documents relating to GST Products and Coltec Products (as defined in the CRP) including standard discovery responses, product lists, technical specifications, material data sheets, test results, catalogs, advertisements, marketing materials, sales records, invoices, and shipping records; (ii) a copy of documents the production of which was overseen by Garrison and which related specifically to GST Products or Coltec Products in litigation prior to the Petition Date; and (iii) deposition transcripts of fact and expert witnesses related to the litigation of asbestos claims; and (iv) evidentiary exhibits offered at hearing or trial of asbestos claims. The Reorganized Debtors represent that Garrison did not maintain, develop, or utilize a comprehensive list of locations or job sites at which the presence of GST Products or Coltec Products has been alleged or established. The Reorganized Debtors further represent that, except for certain records related to settlements and audit materials, Garrison had no policy or practice of directing outside counsel to store and maintain specific categories of documents related to asbestos claims.



3

(c) A list of all unpaid Settled GST Asbestos Claims and Pre-Petition Judgment GST Asbestos Claims (as defined in the CRP) as to which all conditions to payment under the applicable settlement agreement, jury verdict or judgment have been satisfied. The Reorganized Debtors represent that there are no settled Coltec Asbestos Claims and no Coltec Asbestos Claims that are the subject of pre-petition judgments.

(d) Documents and information submitted by Asbestos Claimants asserting a Settled GST Asbestos Claim in connection with the Settled Claims Bar Date (as defined in the CRP).

(e) Non-privileged documents and information relating to the potential resolution or settlement of any asserted Settled GST Asbestos Claim, including but not limited to communications between Debtors or their representatives and claimants or their representatives regarding such claims, including both prepetition and post-petition documents.

(f) A copy of any supersedeas bond or similar assurance of payment posted and still in effect with respect to any judgment entered against any of the Debtors on a GST Asbestos Claim as well as a copy of court filings and briefs pertaining to appeals pending as of the Petition Date with respect to any such claims.

(g) A copy, in a format accessible to the Settlement Facility and including imaged copies of documents (if applicable), of: (i) the database of Asbestos Claim ballots and Asbestos Claim proofs of claim submitted in the Chapter 11 Cases and maintained by Rust/Omni; (ii) a copy of the database that contains the mesothelioma personal injury questionnaires; and (iii) a copy of discoverable reliance materials utilized in the formulation of the Plan or produced in connection with expert testimony offered at the confirmation hearing for the Plan.

(h) A copy of Documents produced by the Debtors in connection with the estimation of mesothelioma claims during the Chapter 11 Cases and of Documents produced by Debtors in connection with litigation concerning the Second Amended Plan of Reorganization submitted in Case No. 10-31607; including, without limitation, produced or otherwise disclosed reliance materials and reports related to the testimony of Debtors’ claims-related experts concerning the estimation of mesothelioma claims.

(i) With respect to Documents described in this Paragraph 3 which are in paper form, the Reorganized Debtors shall provide the materials in the manner in which the Reorganized Debtors generally retain their business records in the ordinary course of their business at a time that is reasonably acceptable to the Asbestos Trustee and the Reorganized



4

Debtors. With respect to Documents described in this Paragraph 3 kept in electronic format, the Reorganized Debtors shall provide the information on compact disc or other electronic media as reasonably requested by the Asbestos Trustee. Any Document described in this Paragraph 3 that consists of a database or data compilation in electronic or digital form shall be produced in computer-readable format and shall include any existing descriptions of data tables and fields used in the database or compilation. The Reorganized Debtors shall also provide the Settlement Facility with a copy of any existing electronic and paper index that identifies or describes the contents of any disc, database, or box of Documents described in this Paragraph 3.

4. Debtors maintain releases given by asbestos claimants in varying locations: at GLM’s offices, off-site storage maintained by Garrison, and in the files of local and regional counsel who represented Debtors. At the Asbestos Trustee’s request, Reorganized Debtors shall collect and provide such releases in their possession, contact outside counsel, retrieve a copy of such releases and assist the Asbestos Trustee in compiling a database of these releases (if desired by the Asbestos Trustee).

5. Some unindexed materials, including but not limited to exposure affidavits and other documents of GST Products and Coltec Products provided by asbestos claimants, are maintained by Garrison at Garrison’s offices or at offsite storage sites. At the Asbestos Trustee’s request, and with appropriate agreements or procedures to preserve such claims of privilege as the Reorganized Debtors wish to assert, Reorganized Debtors shall make available these materials for inspection and copying or collection by the Trustee.

6. Reorganized Debtors shall, within five (5) days from the effective date of this Cooperation Agreement, or as soon thereafter as practicable, provide to the Settlement Facility a copy of FADA. Otherwise, all Documents described in paragraph 3 shall be delivered to the Settlement Facility by [______,] or, upon reasonable notice, on an earlier date if specified by the Settlement Facility. [This Paragraph complies with and fulfills the requirement in Section [__________] of the Plan that the Settlement Facility issue written instructions for the transfer and assignment of books and records.] By [ ] the Reorganized Debtors shall provide the Settlement Facility with a written certification that they have complied fully with the obligations set forth in paragraph 3, or, if unable to so comply, shall provide a written explanation of reasons (“Initial Certification”).

7. The Reorganized Debtors shall provide direct assistance prior to the Effective Date of the Plan and for a period of [________] after the Effective Date of the Plan for the specific purpose of assisting the Settlement Facility in the provision of Documents for the Settlement Facility’s use, compiling and providing releases to the Asbestos Trustee if so requested, and otherwise assisting the Settlement Facility in the processing, resolution, and defense of Asbestos Claims. Debtors shall use their best efforts to enter consulting agreements with [________________] in order to make their services available to assist the Settlement Facility for a period of [____________] for the purpose of (a) identifying facts related to specific Asbestos Claims for which the Settlement Facility is responsible, (b) utilizing their knowledge and familiarity with the Documents to more effectively and/or more efficiently process, resolve,



5

or defend Asbestos Claims, and (c) authenticating or proving the chain of custody of Documents for admissibility purposes in court or other proceedings. Reorganized Debtors will provide other information, documents or assistance as the Asbestos Trustee might reasonably request on terms to be agreed between the Reorganized Debtors and the Settlement Facility.

8. Subject to the limitations set forth in Paragraph 12, the Settlement Facility shall reimburse the Reorganized Debtors for all expenses related to the retention, storage, and provision of Documents required by the Cooperation Agreement and for such further expenses as may be agreed to by the Asbestos Trustee pursuant to Paragraphs 4, 5, 7, 10, 11, and 12 or otherwise. The Settlement Facility shall not be obligated to reimburse general costs for personnel, facility leases, utilities, or other overhead of any Reorganized Debtors or affiliates unless such costs represent a reasonable allocation of expenses actually incurred by the Reorganized Debtors to comply with this Cooperation Agreement. Costs incurred by the Reorganized Debtors’ outside counsel for the retention of documents shall be subject to reimbursement by the Settlement Facility only after the conclusion of the one-year retention period specified in paragraph 10 and then only by agreement with the Asbestos Trustee pursuant to paragraph 12. On request by the Asbestos Trustee, the Reorganized Debtors shall provide estimates of the amount and nature of costs for which Reorganized Debtors anticipate seeking reimbursement.

9. Nothing herein shall be interpreted as requiring the Reorganized Debtors to create any new Documents or to update or revise any of the information described herein. Further, the Settlement Facility shall be solely responsible for acquiring any necessary licenses, and paying all associated fees, in connection with the Settlement Facility’s use of any electronic database or documents provided hereunder.

10. Debtors and Reorganized Debtors shall retain all documents related to the processing, resolution, and defense of asbestos claims for a period of no less than three (3) years from the date of the Initial Certification. Reorganized Debtors will likewise request that outside counsel who represented Debtors or Reorganized Debtors retain all documents related to the processing, resolution, and defense of asbestos claims for a period of no less than one (1) year from the date of the Initial Certification. The costs incurred for such retention shall be reimbursed by the Settlement Facility subject to the limitations in paragraph 8.

11. Documents related to the processing, resolution, and defense of asbestos claims not already provided or made available to the Settlement Facility under this Cooperation Agreement may be disposed of before three (3) years (for Debtors and Reorganized Debtors) or one (1) year (for outside counsel) from the date of the Initial Certification only if, (i) a detailed description of such documents is made available to the Asbestos Trustee, or (ii) such documents are made available for inspection, and the Asbestos Trustee is given no less than six months to decide whether to request such documents. Within this six month period the Settlement Facility shall have the opportunity to negotiate terms under which the Reorganized Debtors or outside counsel may provide any further documents and at the Settlement Facility’s expense. With respect to any documents for which the Settlement Facility is obligated to reimburse storage costs, the Asbestos Trustee may request a detailed description or, for documents maintained by Garrison at Garrison’s offices or at offsite storage sites related to asbestos claims, inspection of such documents. Upon review of the descriptions or inspection of the documents, the Asbestos



6

Trustee may advise the Reorganized Debtors that the Settlement Facility has no need of the documents and Reorganized Debtors need not retain them. In such a case, the obligation of the Settlement Facility to pay the cost of retaining such documents shall thereafter cease. Should the Reorganized Debtors not provide a description or allow inspection as described above, the retention obligation set forth in paragraph 10 shall remain but the Settlement Facility is relieved of any obligation to reimburse Reorganized Debtors for the cost of retaining such documents.

12. Unless otherwise agreed by the Reorganized Debtors and the Settlement Facility, after three (3) years (for Debtor or Reorganized Debtor documents) and one (1) year (for outside counsel documents) from the date of the Initial Certification, this agreement shall not impose any obligation to preserve or maintain documents related to the processing, resolution, and defense of asbestos claims, nor shall it obligate the Settlement Facility to reimburse such costs.

13. The Settlement Facility shall use the Documents and information provided under this Cooperation Agreement only for purposes of (a) the processing, resolution, and defense of Asbestos Claims under the Claims Resolution Procedures; (b) satisfying the Settlement Facility’s obligations to provide Debtors, Coltec, or settling insurers identified by them with access to certain data and other information as provided in Section 12.2 of the Claims Resolution Procedures, on the terms and conditions set forth in that provision and for the purposes stated therein; and (c) satisfaction by the Settlement Facility of obligations, if any, to produce documents to Asbestos Claimants as required by rules of discovery in claims made against the Settlement Facility. Nothing in this Cooperation Agreement shall add to or detract from the provisions of Section 7.3.10 of the Plan.

14. No later than thirty days after the effective date hereof, the Reorganized Debtors and the Asbestos Trustee shall confer with a view to implementing this Cooperation Agreement in an efficient manner. For purposes of that conference, the Reorganized Debtors shall provide the Asbestos Trustee with an estimate of their reasonable costs to be incurred in turning over the Documents and complying with other obligations created by the Cooperation Agreement.

15. This Cooperation Agreement, including the provision for further negotiation of the provision of documents to the Settlement Facility, shall not be construed as a waiver of any privilege or immunity, nor any requirement to provide the Settlement Facility with any document protected by a privilege or immunity.

16. Notwithstanding any other provision of this Cooperation Agreement, under no circumstances shall documents provided pursuant to this Cooperation Agreement be used as a basis for or in support of any claim against the Reorganized Debtors or any Asbestos Protected Party.

17. Neither the Reorganized Debtors nor any of their Representatives shall have any liability to the Settlement Facility or its Representatives arising out of or relating to the use of the Documents or information provided under this Cooperation Agreement or any errors or omissions resulting therefrom, provided however, that this limitation shall not pertain to any breach by the Reorganized Debtors of the duties created by this Cooperation Agreement or any of the Plan Documents.



7

18. This Cooperation Agreement is the entire agreement between the Settlement Facility and the Reorganized Debtors with respect to the subject matter hereof, and supersedes all prior representations and agreements between the parties as to such subject matter. Any modification, waiver, or amendment of any provision of this Cooperation Agreement must be in writing and signed on behalf of the Settlement Facility and the Reorganized Debtors, and no waiver of any term or breach of this Cooperation Agreement shall be deemed a waiver of such term for the future or any subsequent or other breach hereof. No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power, or privilege hereunder. This Cooperation Agreement, and the terms hereof, shall be binding upon each of the Reorganized Debtors, the Settlement Facility, and each of their respective successors and assigns. In the event that any of the terms of this Cooperation Agreement conflict with the Plan, the Plan shall control.

19. This Cooperation Agreement shall be construed in accordance with the laws of the State of North Carolina, without regard to any conflict of law principles.

20. The following rules of construction shall apply to this Cooperation Agreement:

(a) the words “include,” “including,” and any variation thereof are not limiting;

(b) the word “or” is not exclusive;

(c) the word “and” includes “or”; and

(d) the plural includes the singular, and vice-versa.

21. Notices hereunder shall be sent for overnight delivery either by courier or certified mail, return receipt requested, and e-mail addressed to:

(a) If to the Settlement Facility:

[TO COME]

with copies to the following Representatives:

[TO COME]

(b) If to the Reorganized Debtors:

[TO COME]

with copies to the following Representatives:

Jonathan C. Krisko, Esq.



8

Robinson Bradshaw & Hinson, P.A. 101 N. Tryon Street, Suite 1900 Charlotte, NC 28246 [email protected]



9

Please acknowledge your agreement to the terms of this Cooperation Agreement by signing in the space provided below, and returning one copy of the signed Cooperation Agreement to the Settlement Facility, whereupon this Cooperation Agreement shall become a binding agreement between the Settlement Facility and the Reorganized Debtors.

Very truly yours, ____________________________________ [NAME OF ASBESTOS TRUSTEE] Asbestos Trustee

AGREED AND ACCEPTED: this day of , 2017, by:

THE REORGANIZED DEBTORS GARLOCK SEALING TECHNOLOGIES, LLC on behalf of itself and its subsidiaries and affiliates that are Reorganized Debtors under the Plan

By: Name: Title:

OLDCO, LLC on behalf of itself and its subsidiaries and affiliates that are Reorganized Debtors under the Plan

By: Name: Title:



EXHIBIT D

Modified Joint Plan - Ex. D


1

A. Current Affiliates Applied Surface Technology, Inc. Belfab, Inc. Coltec Finance Company Limited Coltec Industries France SAS Coltec Industries Inc Coltec Industries, Inc. Coltec Industries Pacific Pte Ltd Coltec International Services Co. Compressor Products Holdings Limited Compressor Products Int’l (Shanghai) Co., Ltd. Compressor Products International - Indústria de Compressores Ltda. Compressor Products International Canada Inc. Compressor Products International Gm bH Compressor Products International Limited Compressor Products International LLC Compressor Products International Ltda. CPI Investments Limited CPI Pacific Pty Limited CPI-LIARD SAS EnPro Associates, LLC EnPro Corporate Management Consulting (Shanghai) Co., Ltd. EnPro German Holding GmbH EnPro Hong Kong Holdings Company Limited EnPro Industries Int’l Trading (Shanghai) Co., Ltd. EnPro Industries, Inc. EnPro Learning System, LLC EnPro Luxembourg Holding Company S.a.r.l. Fairbanks Morse Engine France E.U.R.L. Fairbanks Morse, LLC Franken Plastik GmbH Garlock (Great Britain), Limited Garlock de Mexico, S.A. De C.V. Garlock Do Brasil Produtos Industriais Ltda. Garlock GMBH Garlock Hygienic Technologies, LLC Garlock India Private Limited Garlock International Inc Garlock of Canada Ltd Garlock Overseas Corporation Garlock Pipeline Technologies Limited (f/k/a Pipeline Seal & Insulator Co. Limited) Garlock Pipeline Technologies, Inc. Garlock PTY Limited Garlock Sealing Technologies (Shanghai) Co., Ltd. Garlock Singapore Pte. Ltd.



2

Garlock Taiwan Corporation Garlock Valqua Japan, Inc. GGB Austria Gm bH GGB Bearing Technology (Suzhou) Co., Ltd. GGB Brasil Industria De Mancais E Componentes Ltda. GGB France E.U.R.L. GGB Heilbronn GmbH GGB Italy s.r.l. GGB Kunstoff-Technologie GmbH GGB LLC GGB Real Estate GmbH GGB Slovakia s.r.o GGB Tristar Suisse S.A. GGB, Inc. Link Seal Japan Ltd. New Coltec, Inc. OldCo, LLC Player & Cornish Limited PSI Products GmbH Robix Limited STEMCO Kaiser Incorporated Stemco LP STEMCO Productos Industriales, S. de R.L. de C.V. Stemco Products, Inc Stemco Vehicle Technology (Shanghai) Co., Ltd. Stempro de Mexico, S. de R.L. de C.V. Stempro Mexico Acquisition Co., S. de R.L. de C.V. Technetics Group Daytona, Inc. Technetics Group France SAS Technetics Group Germany GmbH Technetics Group LLC Technetics Group Oxford, Inc. (f/k/a Fabrico, Inc.) Technetics Group Singapore Pte. Ltd. Technetics Group UK Limited Technetics UK Limited B. Former or Dormant Affiliates, and Predecessors Advanced Transit Dynamics, Inc. Allwest Compressor Products ULC Alsdorf Corporation Best Holdings I, Inc. CAB Compressores Indústria e Comércio Ltda. Centraco Corporation Central Moloney Inc Central Transformer Corporation



3

Central Transformer Inc Colt Delavan Inc Colt Industries Inc Colt Industries Operating Corp. Coltec do Brasil Productos Industriais Ltda. Coltec Industrial Products Inc Coltec Industrial Products LLC Compressor Products Holdings, Inc. Compressor Products International Colombia S.A.S. Compressor Sales & Service Co., Ltd. Compressor Services Holdings, Inc. Corrosion Control Corporation Corrosion Control Corporation (D/B/A Pikotek) CPI Asia Co., Ltd. CPI Service (Thailand) Ltd. Crucible Inc. Delavan Inc Delavan Newco Inc Delavan Spray, LLC Delavan-Carroll Inc. Delavan-Delta, Inc. EnPro India Private Limited F.D. Farnam Co. F.D. Farnam Inc Fairbanks Morse & Co. Fairbanks Morse, Inc. Fairbanks Whitney Corporation Farnam Sealing Systems Inc. France Inc. FSS Divestiture Corp. Garlock France, SAS Garlock of Canada Ltd. - Sherbrooke GGB Holdings E.U.R.L. Goodrich Corporation Goodrich Pump and Engine Control Systems Inc Holley Automotive Systems GmbH Holley Carburetor Company HTCI Inc. Kenlee Daytona LLC Kunshan Q-Tech Air System Technologies Ltd. Manraf Inc Pennsylvania Coal & Coke Corporation Penn-Texas Corporation Pipeline Seal & Insulator Co. Limited Player & Cornish P.E.T. Limited PSI [SEA] SDN BHD



4

QFM Sales and Services, Inc. Quincy Inc SD Friction, LLC Stemco Crewson LLC Stemco Delaware LP Stemco Holdings Delaware, Inc. Stemco Holdings, Inc. Stemco Inc Stemco Manufacturing Company Inc. Stemco Manufacturing Company Inc. Stemco, LLC Texflo Compressor Services, ULC Triple P, Inc. V.W. Kaiser Engineering Wide Range Elastomers Limited C. Current or Former Divisions and Successor Entities (or Affiliates) Central Moloney Central Moloney, Inc. Central Moloney Transformer Delavan Delavan-Carroll Delavan Gas Turbine Products Delavan Power Generation Delavan Spray Delavan Steel Treating Fairbanks Morse (engine) Fairbanks Morse (pump) Fairbanks Morse Pump Corporation Farnam Farnam Sealing Systems Farnam Sealing Systems Inc. FMPD Purchasing Corporation France Compressor France Compressor Products France Products FSS Acquisition Corp Fulcrum Acquisition LLC General Signal Corporation L&J Technologies Meillor S.A. Quincy Compressor SPX/Pentair Inc. [note: subject to ongoing negotiation]



EXHIBIT E

Modified Joint Plan - Ex. E


1

1. Asbestos Insurance Entities That Are Asbestos Protected Parties a. AIG-related Companies: American Home Assurance Company, AIU Insurance Company, Granite State Insurance Company, Insurance Company of the State of Pennsylvania, National Union Fire Insurance Company of Pittsburgh, PA, and Lexington Insurance Company, and their parent corporations, divisions, assigns, predecessors and successors, and their shareholders, officers, directors, employees, attorneys, agents and representatives. b. Brittany Insurance Company Ltd. c. Clearwater Insurance Company (as successor to Mt. McKinley Insurance Company) and Everest Reinsurance Company 2. List of Asbestos Insurance Policies a. Issued to Coltec or Predecessors

Carrier Policy Number

Policy Begin Date

Policy End Date

American Motorists Ins. Co. 2YM 205156 12/31/52 12/31/53 American Motorists Ins. Co. 3YM 208198 12/31/53 12/31/54 American Motorists Ins. Co. 4YM 208198 12/31/54 12/31/55 American Motorists Ins. Co. 5YM 208198 12/31/55 12/31/56 American Motorists Ins. Co. 6YM 208198 12/31/56 12/31/57 American Motorists Ins. Co. 7YM 208198 12/31/57 12/31/58 American Motorists Ins. Co. 8YM 208198 12/31/58 12/31/59 Zurich Ins. Co. 8055900 07/01/59 07/01/60 Zurich Ins. Co. 8263000 07/01/60 07/01/61 Zurich Ins. Co. 8306800 07/01/61 07/01/62 Zurich Ins. Co. 8261650 07/01/62 07/01/63 Zurich Ins. Co. 8359650 07/01/63 07/01/64 Zurich Ins. Co. 8448350 07/01/64 07/01/65 Insurance Co. Of North America LAB 16365 07/01/65 07/01/66 Insurance Co. Of North America LAB 16384 07/01/66 07/01/67 Appalachian Insurance Co. of Providence XL 11063 07/19/66 07/01/69 Citizens Casualty Co. of NY XP 8024 08/04/66 07/01/67 Insurance Co. of North America LAB 21616 07/01/67 07/01/68 London Companies And Lloyds 526-577454 07/01/67 07/01/68 Insurance Co. of North America LAB 21641 07/01/68 07/01/71 London Companies And Lloyds 605/12138 07/01/68 07/01/69 Home Insurance Company HEC 9 30 48 10 12/09/68 07/01/71

London Companies And Lloyds 410/12422 411/12422 07/01/69 08/01/72

North Star Reinsurance Corp. NSX 7955 07/01/69 07/01/72 Insurance Co. of North America XPL 9166 07/01/69 07/01/70



2

Insurance Co. of North America ALB 47227 07/01/71 07/01/73 Home Insurance Company HEC 9 91 99 79 07/01/71 07/01/74 Aetna Casualty & Surety Co. 01 XN 265 WCA 07/01/72 08/01/72 Aetna Casualty & Surety Co. 01 XN 265 WCA 08/01/72 07/01/74 Insurance Co. of North America ALB 47272 07/01/73 07/01/74 Aetna Casualty & Surety Co. 01 AL 246450 SCA 07/01/74 07/01/75 Aetna Casualty & Surety Co. 01 XS 1860 SCA 07/01/74 07/01/76 Aetna Casualty & Surety Co. 01 XN 590 SCA 07/01/74 07/01/77 American Home Assurance Co. SCLE 80-65373 07/01/74 07/01/77 Home Insurance Company HEC 4 49 58 58 07/01/74 07/01/77 Home Insurance Company HEC 4 49 57 08 07/01/74 07/01/77 American Home Assurance Co. CE 343 63 08 07/01/74 07/01/77 North River Ins. Co. XS3704 02/04/75 07/01/76 Aetna Casualty & Surety Co. 01 AL 251 549 SCA 07/01/75 07/01/76 Aetna Casualty & Surety Co. 01 AL 260801 SCA 07/01/76 07/01/77 Aetna Casualty & Surety Co. 01 XS 1860 SCA 07/01/76 07/01/77 Hartford Accident and Indemnity Co. 10 XS 100036 07/01/76 07/01/77 Highlands Ins. Co. SR 20113 07/01/76 07/01/77 Prudential Reinsurance Co. DXC 901173 07/01/76 07/01/77 North River Ins. Co. XS4064 07/01/76 07/01/77 North River Ins. Co. JU 0199 07/01/76 07/01/79 Granite State Ins. Co. SCLD 8093952 07/01/76 07/01/77 Lexington Insurance Company GC 550 30 53 07/01/76 07/01/77 Aetna Casualty & Surety Co. 01 AL 260863 SCA 07/01/77 07/01/78 Aetna Casualty & Surety Co. 01 XS 7105 SCA 07/01/77 07/01/78 Highlands Ins. Co. SR 20333 07/01/77 07/01/78 Mission National Insurance Company 836705 07/01/77 07/01/78 Prudential Reinsurance Co. DXC DX 0259 07/01/77 07/01/78 Northbrook Ins. Co. 63 003 231 07/01/77 07/01/78 Aetna Casualty & Surety Co. 01 XN 1415 WCA 07/01/77 07/01/78 Hartford Accident and Indemnity Co. 10 XS 100190 07/01/77 07/01/78 Highlands Ins. Co. SR 20332 07/01/77 07/01/78 Ins. Co. Of The State Of Pa 4177 8097 07/01/77 07/01/78 North River Ins. Co. JU 0357 07/01/77 07/01/78 Prudential Reinsurance Co. DXC DX 0283 07/01/77 07/01/78 Granite State Ins. Co. SCLD 8093246 07/01/77 07/01/78 Fireman's Fund Ins. Co. XLX 129 95 29 07/01/77 07/01/78 Ins. Co. Of The State Of Pa 4177 8098 07/01/77 07/01/78 National Union Fire Ins. Co. 1228543 07/01/77 07/01/78 North River Ins. Co. XS4414 07/01/77 07/01/78 Fireman's Fund Ins. Co. XLX 129 95 30 07/01/77 07/01/78 Highlands Ins. Co. SR 20334 07/01/77 07/01/78 Lexington Insurance Company GC 550 61 19 07/01/77 07/01/78 Aetna Casualty & Surety Co. 01 GL 01 SCA 07/01/78 07/01/79 Aetna Casualty & Surety Co. 01 XS 3237 SCA 07/01/78 07/01/79 Highlands Ins. Co. SR 20626 07/01/78 07/01/79



3

Mission National Insurance Company 843122 07/01/78 07/01/79 Prudential Reinsurance Co. DXC DX 0978 07/01/78 07/01/79 Northbrook Ins. Co. 63 004 686 07/01/78 07/01/79 Aetna Casualty & Surety Co. 01 XN 1842 WCA 07/01/78 07/01/79 Granite State Ins. Co. 6178-0518 07/01/78 07/01/79 Hartford Accident and Indemnity Co. 10 XS 100670 07/01/78 07/01/79 Highlands Ins. Co. SR 20627 07/01/78 07/01/79 North River Ins. Co. JU 0520 07/01/78 07/01/79 Prudential Reinsurance Co. DXC DX 0979 07/01/78 07/01/79 AIU Insurance Co. 75-100660 07/01/78 07/01/79 Fireman's Fund Ins. Co. XLX 136 29 33 07/01/78 07/01/79 Granite State Ins. Co. 6178-0519 07/01/78 07/01/79 National Union Fire Ins. Co. 1231949 07/01/78 07/01/79 North River Ins. Co. 522 000408 6 07/01/78 07/01/79 Fireman's Fund Ins. Co. XLX 136 29 34 07/01/78 07/01/79 Highlands Ins. Co. SR 20628 07/01/78 07/01/79 Lexington Insurance Company 551 1311 07/01/78 07/01/79 Aetna Casualty & Surety Co. 01 GL 1472 SCA 07/01/79 07/01/80 Aetna Casualty & Surety Co. 01 XS 3265 SCA 07/01/79 07/01/80 Gibraltar Cas. Co. GMX 00149 07/01/79 07/01/80 Highlands Ins. Co. SR 20880 07/01/79 07/01/80 Mission National Insurance Company 851696 07/01/79 07/01/80 American Centennial Insurance Company CC-00-10-98 07/01/79 07/01/80 Granite State Ins. Co. 6179-1436 07/01/79 07/01/80 North River Ins. Co. JU 0706 07/01/79 07/01/80 Puritan Insurance Co. ML 652223 07/01/79 07/01/80 Aetna Casualty & Surety Co. 01 XN 2264 WCA 07/01/79 07/01/80 Gibraltar Cas. Co. GMX 00150 07/01/79 07/01/80 Granite State Ins. Co. 6179-1437 07/01/79 07/01/80 Hartford Accident and Indemnity Co. 10 XS 100831 07/01/79 07/01/80 Highlands Ins. Co. SR 20881 07/01/79 07/01/80 North River Ins. Co. JU 0707 07/01/79 07/01/80 AIU Insurance Co. 75-101087 07/01/79 07/01/80 Fireman's Fund Ins. Co. XLX 137 04 23 07/01/79 07/01/80 Granite State Ins. Co. 6179-1438 07/01/79 07/01/80 National Union Fire Ins. Co. 9782300 07/01/79 07/01/80 North River Ins. Co. 522 000426 6 07/01/79 07/01/80 North River Ins. Co. JU 0708 07/01/79 07/01/80 Fireman's Fund Ins. Co. XLX 137 04 24 07/01/79 07/01/80 Highlands Ins. Co. SR 20882 07/01/79 07/01/80 Lexington Insurance Company 551 1463 07/01/79 07/01/80 Aetna Casualty & Surety Co. 01 XN 2303 WCA 07/01/79 07/01/80 National Union Fire Ins. Co. 9782300 07/01/79 07/01/80 Continental Insurance Co. SRX 2 15 33 07 07/01/79 07/01/80 Granite State Ins. Co. 6179-1488 07/01/79 07/01/80



4

Highlands Ins. Co. SR 20883 07/01/79 07/01/80 North River Ins. Co. JU 0709 07/01/79 07/01/80 Gibraltar Cas. Co. GMX 00197 07/01/79 07/01/80 North River Ins. Co. JU 0714 07/01/79 07/01/80 American Excess Insurance Company EUL 5002476 07/01/79 07/01/80 Lexington Insurance Company 5511463 07/01/79 07/01/80 Puritan Insurance Co. ML652223 07/01/79 07/01/80 Centennial Insurance Co. 462 01 95 24 07/01/79 07/01/80 Employers Mutual Casualty Ins. Co. MMO-70913 07/01/79 07/01/80 North River Ins. Co. JU 0715 07/01/79 07/01/80 Aetna Casualty & Surety Co. 01 GL 57441 SCA 07/01/80 07/01/81 North River Ins. Co. JU 0887 07/01/80 07/01/81 American Centennial Insurance Company CC-00-12-88 07/01/80 07/01/81 Gibraltar Cas. Co. GMX 00650 07/01/80 07/01/81 Granite State Ins. Co. 6480-5026 07/01/80 07/01/81 Mission National Insurance Company 858190 07/01/80 07/01/81 North River Ins. Co. JU 0888 07/01/80 07/01/81 Puritan Insurance Co. ML 653106 07/01/80 07/01/81 Aetna Casualty & Surety Co. 01 XN 2694 WCA 07/01/80 07/01/81 Gibraltar Cas. Co. GMX 00651 07/01/80 07/01/81 Granite State Ins. Co. 6480-5027 07/01/80 07/01/81 Puritan Insurance Co. ML653106 07/01/80 07/01/81 Hartford Accident and Indemnity Co. 10 XS 102020 07/01/80 07/01/81 Highlands Ins. Co. SR 21065 07/01/80 07/01/81 North River Ins. Co. JU 0889 07/01/80 07/01/81 AIU Insurance Co. 75-101978 07/01/80 07/01/81 Fireman's Fund Ins. Co. XLX 143 70 78 07/01/80 07/01/81 Granite State Ins. Co. 6480-5028 07/01/80 07/01/81 National Union Fire Ins. Co. 9910366 07/01/80 07/01/81 North River Ins. Co. 522 000452 7 07/01/80 07/01/81 Fireman's Fund Ins. Co. XLX 143 70 79 07/01/80 07/01/81 Highlands Ins. Co. SR 21066 07/01/80 07/01/81 North River Ins. Co. 522 000453 6 07/01/80 07/01/81 North River Ins. Co. JU 0890 07/01/80 07/01/81 Aetna Casualty & Surety Co. 01 XN 2695 WCA 07/01/80 07/01/81 American Centennial Insurance Company CC-00-12-89 07/01/80 07/01/81 American Excess Insurance Company EUL 5079841 07/01/80 07/01/81 Centennial Insurance Co. 462 02 10 58 07/01/80 07/01/81 National Union Fire Ins. Co. 9910366 07/01/80 07/01/81 Continental Insurance Co. SRX 3 19 28 82 07/01/80 07/01/81 Employers Mutual Casualty Ins. Co. MMO-71449 07/01/80 07/01/81 Gibraltar Cas. Co. GMX 00652 07/01/80 07/01/81 Granite State Ins. Co. 6480-5029 07/01/80 07/01/81 Highlands Ins. Co. SR 21067 07/01/80 07/01/81



5

Lexington Insurance Company 552 0366 07/01/80 07/01/81 North River Ins. Co. JU 0891 07/01/80 07/01/81 Aetna Casualty & Surety Co. GL 57496 SCA 07/01/81 07/01/82 London Companies And Lloyds PY030581 07/01/81 07/01/83 American Centennial Insurance Company CC-00-24-38 07/01/81 07/01/82 Gibraltar Cas. Co. GMX 01261 07/01/81 07/01/82 Granite State Ins. Co. 6481-5232 07/01/81 07/01/82 London Companies And Lloyds PY030681 07/01/81 07/01/83 Transit Casualty Company SCU 955-947 07/01/81 07/01/82 Aetna Casualty & Surety Co. 01 XN 3100 07/01/81 07/01/82 Gibraltar Cas. Co. GMX 01262 07/01/81 07/01/82 Granite State Ins. Co. 6481-5233 07/01/81 07/01/82 Hartford Accident and Indemnity Co. 10 XS 102379 07/01/81 07/01/82 Highlands Ins. Co. SR 21292 07/01/81 07/01/82 London Companies And Lloyds PY030781 07/01/81 07/01/83 AIU Insurance Co. 75-102630 07/01/81 07/01/82 Granite State Ins. Co. 6481-5234 07/01/81 07/01/82 Highlands Ins. Co. SR 21293 07/01/81 07/01/82 London Companies And Lloyds PY030881 07/01/81 07/01/83 National Union Fire Ins. Co. 9602909 07/01/81 07/01/82 North River Ins. Co. 522 003062 7 07/01/81 07/01/82 Aetna Casualty & Surety Co. 01 XN 3101 WCA 07/01/81 07/01/82 American Centennial Insurance Company CC-00-24-39 07/01/81 07/01/82 American Excess Insurance Company EUL 5086130 07/01/81 07/01/82 Continental Insurance Co. SRX 1 59 15 28 07/01/81 07/01/82 Employers Mutual Casualty Ins. Co. MMO-71867 07/01/81 07/01/82 Gibraltar Cas. Co. GMX 01263 07/01/81 07/01/82 Granite State Ins. Co. 6481-5235 07/01/81 07/01/82 Highlands Ins. Co. SR 21294 07/01/81 07/01/82 Lexington Insurance Company 552 2630 07/01/81 07/01/82 London Companies And Lloyds PY030981 07/01/81 07/01/82 National Union Fire Ins. Co. 9602909 07/01/81 07/01/82 Aetna Casualty & Surety Co. 01 XN 3102 WCA 07/01/81 07/01/82 AIU Insurance Co. 75-102645 07/01/81 07/01/82 American Excess Insurance Company EUL 5086130 07/01/81 07/01/82 Continental Insurance Co. SRX 1 59 15 28 07/01/81 07/01/82 Fireman's Fund Ins. Co. XLX 148 15 63 07/01/81 07/01/82 Highlands Ins. Co. SR 21295 07/01/81 07/01/82 National Union Fire Ins. Co. 9602909 07/01/81 07/01/82 North River Ins. Co. 522 003063 6 07/01/81 07/01/82 Aetna Casualty & Surety Co. 01 GL 248066 SCA 07/01/82 07/01/83 American Centennial Insurance Company CC-00-53-14 07/01/82 07/01/83 Granite State Ins. Co. 6482-5457 07/01/82 07/01/83 Transit Casualty Company SCU 956-272 07/01/82 07/01/83



6

American Centennial Insurance Company CC-00-53-15 07/01/82 07/01/83 Granite State Ins. Co. 6482-5458 07/01/82 07/01/83 Highlands Ins. Co. SR 21528 07/01/82 07/01/83 AIU Insurance Co. 75-102210 07/01/82 07/01/83 Granite State Ins. Co. 6482-5459 07/01/82 07/01/83 Highlands Ins. Co. SR 21529 07/01/82 07/01/83 National Union Fire Ins. Co. 9603145 07/01/82 07/01/83 North River Ins. Co. 522 031168 8 07/01/82 07/01/83 Aetna Casualty & Surety Co. 01 XN 3463 WCA 07/01/82 07/01/83 London Companies And Lloyds PY030981 07/01/82 07/01/83 Lexington Insurance Company B3CTB6507037020 07/01/82 07/01/83 American Excess Insurance Company EUL 5092485 07/01/82 07/01/83 Continental Insurance Co. SRX 1 59 17 15 07/01/82 07/01/83 Gibraltar Cas. Co. GMX 01787 07/01/82 07/01/83 Granite State Ins. Co. 6482-5460 07/01/82 07/01/83 Highlands Ins. Co. SR 21530 07/01/82 07/01/83 Lexington Insurance Company 552 3838 07/01/82 07/01/83 National Union Fire Ins. Co. 9603145 07/01/82 07/01/83 AIU Insurance Co. 75-102211 07/01/82 07/01/83 American Excess Insurance Company EUL 5092485 07/01/82 07/01/83 Continental Insurance Co. SRX 1 59 17 15 07/01/82 07/01/83 Employers Mutual Casualty Ins. Co. MMO-73161 07/01/82 07/01/83 Fireman's Fund Ins. Co. XLX 153 24 66 07/01/82 07/01/83 National Union Fire Ins. Co. 9603145 07/01/82 07/01/83 North River Ins. Co. 522 031169 7 07/01/82 07/01/83 Aetna Casualty & Surety Co. 01 GL 408972 SCA 07/01/83 07/01/84 Royal Indemnity Co. EB 10 20 79 07/01/83 07/01/84 London Companies And Lloyds KY050783 07/01/83 07/01/84 Transit Casualty Company SCU 956-565 07/01/83 07/01/84 London Companies And Lloyds KY050883 07/01/83 07/01/84 Transit Casualty Company SCU 956-566 07/01/83 07/01/84 AIU Insurance Co. 75-103058 07/01/83 07/01/84 Granite State Ins. Co. 6483-5660 07/01/83 07/01/84 London Companies And Lloyds KY050983 07/01/83 07/01/84 North River Ins. Co. 522 043650 9 07/01/83 07/01/84 Transit Casualty Company SCU 956-567 07/01/83 07/01/84 Aetna Casualty & Surety Co. 01 XN 3785 WCA 07/01/83 07/01/84 Continental Insurance Co. SRX 1 59 19 99 07/01/83 07/01/84 Granite State Ins. Co. 6483-5661 07/01/83 07/01/84 Lexington Insurance Company 552 5230 07/01/83 07/01/84 London Companies And Lloyds KY051083 07/01/83 07/01/84 Lexington Insurance Company B3CTB6517082330 07/01/83 07/01/84 Prudential Reinsurance Co. PMX 00132 07/01/83 07/01/84 Republic Insurance Co. CDE 0751 07/01/83 07/01/84 Safety Mutual Casualty Corp. UF 1319 NY 07/01/83 07/01/84 Aetna Casualty & Surety Co. 01 XN 3786 WCA 07/01/83 07/01/84 AIU Insurance Co. 75-103059 07/01/83 07/01/84



7

Continental Insurance Co. SRX 1 59 19 99 07/01/83 07/01/84 Employers Mutual Casualty Ins. Co. MMO-73419 07/01/83 07/01/84 Fireman's Fund Ins. Co. 3-80 XLX 153 22 46 07/01/83 07/01/84 Integrity Insurance Company XL 207358 07/01/83 07/01/84 North River Ins. Co. 522 043651 8 07/01/83 07/01/84

b. Issued to Garlock Before 1976


Policy Begin Date

Policy End Date

Travelers Indemnity Co. DS 1478284 11/15/50 11/15/51 Travelers Indemnity Co. Unknown 11/15/52 11/15/53 Travelers Indemnity Co. DS 338577 11/15/53 01/01/54 Travelers Indemnity Co. DS 4492291 01/01/55 01/01/56 Travelers Indemnity Co. DS 5090175 01/01/56 01/01/57 Travelers Indemnity Co. DS 5608205 01/01/57 01/01/58 Travelers Indemnity Co. DS 6242325 01/01/58 01/01/59 Travelers Indemnity Co. DS 7151152 01/01/59 01/01/60 Travelers Indemnity Co. DS8012575 01/01/60 01/01/61 Employers Mutual Liab. Ins. Co. of Wisconsin 0922-0002726 01/01/61 01/01/62 Employers Mutual Liab. Ins. Co. of Wisconsin 0923 0002726 01/01/62 01/01/63 Insurance Co. of North America XBC 817 01/01/62 01/01/65 Employers Mutual Liab. Ins. Co. of Wisconsin 0924 00027626 01/01/63 01/01/64 Employers Mutual Liab. Ins. Co. of Wisconsin 0925 00027626 01/01/64 01/01/65 Employers Mutual Liab. Ins. Co. of Wisconsin 0926 00027626 01/01/65 01/01/66 Insurance Co. of North America XBC 11536/11528 01/01/65 01/01/66 Employers Mutual Liab. Ins. Co. of Wisconsin 0927 00027626 01/01/66 01/01/67 Aetna Casualty & Surety Co. 45 XS 3 SC 01/01/66 01/01/69 Employers Mutual Liab. Ins. Co. of Wisconsin 0928 00027626 01/01/67 01/01/68 Employers Mutual Liab. Ins. Co. of Wisconsin 0929 00027626 01/01/68 01/01/69 Employers Mutual Liab. Ins. Co. of Wisconsin 0929 00027626 01/01/69 01/01/70 Aetna Casualty & Surety Co. 45 XS 506 SC 01/01/69 01/01/71 Employers Mutual Liab. Ins. Co. of Wisconsin 0921 00027626 01/01/70 01/01/71 Employers Mutual Liab. Ins. Co. of Wisconsin 0922 0027626 01/01/71 01/01/72 Aetna Casualty & Surety Co. 45 XS 506 SC 01/01/71 01/01/72 Employers Mutual Liab. Ins. Co. of Wisconsin 0923 00027626 01/01/72 01/01/73 Aetna Casualty & Surety Co. 45 XS 572 SC 01/01/72 01/01/75 Employers Mutual Liab. Ins. Co. of Wisconsin 0924 00027626 01/01/73 01/01/74 Employers Mutual Liab. Ins. Co. of Wisconsin 0925 00027626 01/01/74 01/01/75 Employers Mutual Liab. Ins. Co. of Wisconsin 0926 00027626 01/01/75 01/01/76 Aetna Casualty & Surety Co. 45 XS 951 WCA 01/01/75 01/01/76

c. Issued to Predecessor of Central Moloney



8


Policy Begin Date

Policy End Date

Aetna Casualty & Surety Co. Unknown 01/01/68 01/01/69 Continental Ins. Co. L-082-14-37 01/01/68 01/01/69 London Companies And Lloyds CU 10180 L/C 100356 06/28/68 01/01/69

d. Issued to F. D. Farnam & Co.

Carrier Policy Number Policy Begin Date

Policy End Date

PRIMARY POLICIES The Aetna Casualty and Surety Co. 17 AL 001830 CM 6/1/1966 6/1/1967 The Aetna Casualty and Surety Co. 17 AL 099997 CM 6/1/1967 6/1/1968 The Aetna Casualty and Surety Co. 17 AL 100645 CM 6/1/1968 6/1/1969 The Aetna Casualty and Surety Co. 17 AL 101228 CM 6/1/1969 6/1/1970 The Aetna Casualty and Surety Co. 17 AL 800341 CM 6/1/1970 6/1/1972 Employers Mutual Liability Insurance Co. of WI 0123-00-077157 6/1/1972 6/1/1973 Employers Mutual Liability Insurance Co. of WI 0124-00-077157 6/1/1973 6/1/1974 Employers Mutual Liability Insurance Co. of WI 0125 00 077157 6/1/1974 6/1/1975 The Aetna Casualty and Surety Co. 17 AL 801 443 CCA 6/1/1975 6/1/1978 The Aetna Casualty and Surety Co. 17 AL 225 966 CCA 6/1/1978 6/1/1979

UMBRELLA POLICIES The Aetna Casualty and Surety Co. 17 XS 5 CC 6/1/1966 6/1/1968 The Aetna Casualty and Surety Co. 17 XS 10 CC 6/1/1968 6/1/1972 Employers Mutual Liability Ins. Co. of WI 0133-00-077157 6/1/1972 6/1/1973 Employers Mutual Liability Ins. Co. of WI 0134-00-077157 6/1/1973 6/1/1974 Employers Mutual Liability Ins. Co. of WI 0135-00-077157 6/1/1974 6/1/1975 The Aetna Casualty and Surety Co. 17 XS 5801443 WCA 6/1/1975 6/1/1978 The Aetna Casualty and Surety Co. 17 XS 2245 WCA 6/1/1978 6/1/1979



Exhibit F Retained Causes of Action

[To Be Provided]


Exhibit G Rejected Executory Contracts

[To Be Provided]


Modified Joint Plan - Ex. H


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FORM OF OPTION AND REGISTRATION RIGHTS AGREEMENT

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE

STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THIS OPTION AND REGISTRATION RIGHTS AGREEMENT (this “Option and

Registration Rights Agreement”) is dated as of the ____ day of ___________, 20__ and is by and among OldCo, LLC, a North Carolina limited liability company (“Optionor”), EnPro Industries, Inc., a North Carolina corporation (“EnPro”), and the GST Settlement Facility, a Delaware statutory trust (the “Asbestos Trust”).

WHEREAS, this Option and Registration Rights Agreement is being entered into pursuant to the terms of the Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC (the “Joint Plan”) in Case No. 10-BK-31607 pending before the United States Bankruptcy Court for the Western District of North Carolina (Charlotte Division) (the “Bankruptcy Court”) which was confirmed by the Bankruptcy Court on [__________ __], 20[__] [date of confirmation to be inserted here];

WHEREAS, this Option and Registration Rights Agreement is being entered into by the

parties hereto as of the Effective Date of the Joint Plan, as required under Section 7.3.2 of the Joint Plan;

NOW, THEREFORE, pursuant to the requirements of Section 7.3.2 of the Joint Plan, the

parties hereto hereby agree as follows:

Article I Option; Call Right; Put Right

1.1 Grant of Option. Optionor hereby grants to the Asbestos Trust, on the terms and

conditions set forth herein, the right to purchase from the Optionor for an aggregate purchase price of $1.00 in cash the Subject Shares (as such term is defined herein). Such right to purchase the Subject Shares on the terms and conditions set forth herein is referred to as the “Option.”

(a) As used herein, the term “Subject Shares” shall mean shares of EnPro

Common Stock equal in a number (with any fraction of a share rounded up to the next whole share) to the quotient of $20,000,000.00 divided by the simple arithmetic average of the Daily VWAPs over the period of 20 consecutive Trading Days (the “Measurement Per Share Price”) ending on the date that the Asbestos Trust delivers to the Optionor notice of option exercise of the form attached as Exhibit A hereto (the “Notice of Option Exercise”) (or if that date is not a Trading Day, then on the Trading Day that immediately



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precedes that date) (such 20 consecutive Trading Days being referred to as the “Measurement Period”); provided, however, that if the number of Subject Shares as so determined equals or exceeds 20 percent of the lesser of the number of shares of EnPro Common Stock outstanding on the date hereof or on the date of issuance of Subject Shares upon the exercise of the Option hereunder, then the number of Subject Shares shall be reduced to an amount equal to 19.9% of the lesser of the number of shares of EnPro Common Stock outstanding on the date hereof or on the date of issuance of Subject Shares upon the exercise of the Option hereunder and the Optionor shall pay in cash to the Asbestos Trust the product of the Measurement Per Share Price multiplied by the number of Subject Shares that are reduced by the preceding formula.

(b) The term “Daily VWAP” means, for any Trading Day, the per share

volume-weighted average price of EnPro Common Stock on the New York Stock Exchange, or the primary U.S. national or regional securities exchange or market on which EnPro Common Stock is listed or admitted for trading if EnPro Common Stock is not then listed for trading on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg page “NPO.N <equity> AQR” (or its equivalent successor if such page is not available), in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange, or the primary U.S. national or regional securities exchange or market on which EnPro Common Stock is then listed or admitted for trading if EnPro Common Stock is not then listed for trading on the New York Stock Exchange, on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of EnPro Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by EnPro). The Daily VWAP is to be determined without regard to pre-market hours or after-hours trading or any other trading outside of the regular trading session trading hours.

(c) The term “Trading Day” means a day during which trading in EnPro

Common Stock generally occurs on the primary U.S. national or regional securities exchange or market on which EnPro Common Stock is listed or admitted for trading.

(d) In the event that during the Measurement Period or between the end of the

Measurement Period and the settlement of the exercise of the Option, EnPro shall (i) subdivide or reclassify the outstanding shares of EnPro Common Stock into a greater number of shares or (ii) combine or reclassify the outstanding shares of EnPro Common Stock into a smaller number of shares, the number of Subject Shares issuable upon exercise of the Option shall be equitably adjusted to eliminate the impact of such subdivision, combination or reclassification.

(e) The Option may be exercised only in whole and not in part.

1.2 Exercise of Option. To exercise its right to purchase the Subject Shares, the Asbestos Trust must deliver to the Optionor a signed and completed Notice of Option Exercise no earlier than the first anniversary of the date of this Option and Registration Rights Agreement,



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or if such first anniversary is not a Trading Day then on the Trading Day next succeeding the first anniversary of the date of this Option and Registration Rights Agreement.

1.3 Termination of Option. The Option shall expire, and the Asbestos Trust’s right to

purchase the Subject Shares hereunder shall terminate, if the Asbestos Trust does not deliver Notice of Option Exercise to Optionor by 5:00 p.m. (Charlotte, North Carolina time) on the second anniversary of the date hereof, in which event, in exchange for termination of the Option, the Asbestos Trust shall receive full payment of $20,000,000.00 in cash from the Optionor (the “Termination Payment”). Upon termination of the Option, as provided in this Section 1.3, the Optionor promptly shall notify the Asbestos Trust in writing of such termination by delivery of notice of the form attached hereto as Exhibit B (the “Termination Notice”). Within two Trading Days after receipt of the Termination Notice, the Asbestos Trust shall provide to the Optionor written instructions for the wiring of same-day-available funds in payment of the Termination Payment. Upon payment in full of the Termination Payment to the Asbestos Trust, the obligations of the Optionor and EnPro hereunder shall cease.

1.4 Call Right. Optionor shall have the right to call the Option from the Asbestos

Trust by delivery of notice of the form attached hereto as Exhibit C (the “Call Notice”) to the Asbestos Trust at any time prior to 5:00 p.m. (Charlotte, North Carolina time) on the second Trading Day preceding the first anniversary of the date hereof. Such right to call the Option may be exercised only in whole and not in part. In the event that the Optionor timely provides the Call Notice to the Asbestos Trust, the Option shall expire, and the Asbestos Trust’s right to purchase the Subject Shares hereunder shall terminate, and the Asbestos Trust shall instead receive full payment of $20,000,000.00 in cash from the Optionor (the “Call Payment”). Within two Trading Days after its receipt of the Call Notice, the Asbestos Trust shall provide to the Optionor written instructions for the wiring of same-day-available funds in payment of the Call Payment. Upon payment in full of the Call Payment to the Asbestos Trust, the obligations of the Optionor and EnPro hereunder shall cease.

1.5 Put Right. The Asbestos Trust shall have the right to put the Option to the

Optionor by delivery of notice of the form attached hereto as Exhibit D (the “Put Notice”) to the Optionor between 5:00 p.m. (Charlotte, North Carolina time) on the second Trading Day preceding the first anniversary of the date hereof and 5:00 p.m. (Charlotte, North Carolina time) on the Trading Day immediately preceding the first anniversary of the date hereof; provided, however, that in the event that prior thereto EnPro shall have publicly announced that it has entered into an agreement providing for a merger, consolidation or share exchange in which shares of EnPro Common Stock would be converted into consideration other than shares of EnPro Common Stock, the Asbestos Trust may exercise its right to put the Option to the Optionor by delivery of the Put Notice at any time after such public announcement and before 5:00 p.m. (Charlotte, North Carolina time) on the Trading Day immediately preceding the first anniversary of the date hereof. Such right to put the Option may be exercised only in whole and not in part. In the event that the Asbestos Trust timely provides the Put Notice to the Optionor, the Option shall expire, and the Asbestos Trust’s right to purchase the Subject Shares hereunder shall terminate, and the Asbestos Trust shall instead receive payment of $20,000,000.00 in cash from the Optionor (the “Put Payment”). The Put Notice shall include the Asbestos Trust’s written instructions for the wiring of same-day-available funds in payment of the Put Payment.



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Upon payment in full of the Put Payment to the Asbestos Trust, the obligations of the Optionor and EnPro hereunder shall cease.

1.6 Settlement. Unless the parties agree otherwise, settlement of an exercise of the

Option pursuant to a Notice of Option Exercise, of the payment of the Termination Payment pursuant to the Termination Notice, of the payment of the Call Payment pursuant to a Call Notice, or of the payment of the Put Payment pursuant to a Put Notice shall occur on the fifth Trading Day after delivery of such notice. Certificates evidencing the Subject Shares to be issued in settlement of an exercise of the Option shall be delivered to the address set forth in the Notice of Option Exercise.

1.7 No Rights as a Shareholder. This Option and Registration Rights Agreement does

not, in and of itself, entitle the Asbestos Trust to any voting rights or other rights as a shareholder of EnPro prior to the issuance of shares to the Asbestos Trust upon the exercise of the Option.

1.8 Absolute and Unconditional Guaranty of EnPro. EnPro hereby absolutely,

irrevocably, and unconditionally guarantees, as a primary obligor and not merely as a surety, to the Asbestos Trust all of the Optionor’s payment and performance obligations under this Option and Registration Rights Agreement, including, without limitation, Optionor’s duties and obligations (a) to deliver the Subject Shares upon exercise of the Option in accordance with the terms and conditions hereof, and (b) to pay the sum of $20,000,000.00 in full to the Asbestos Trust in accordance with the terms and conditions set forth in Sections 1.3, 1.4, and 1.5 hereof; provided, however, that such guarantee by EnPro of the Optionor’s obligation to make the Termination Payment pursuant to Section 1.3 hereof shall become effective on the Effective Date immediately after consummation of the merger of Optionor with and into New Coltec, Inc., as provided in Section 7.10 of the Joint Plan. EnPro hereby agrees that this Option and Registration Rights Agreement is an absolute and unconditional guarantee of payment and performance and is not merely a surety obligation or a guarantee of collection, and that EnPro shall be jointly and severally liable for the Optionor’s obligations of payment and performance hereunder, regardless of the solvency or insolvency of the Obligor at any time.

Article II

Representations and Warranties of the Optionor and EnPro

Optionor and EnPro each hereby represents and warrants to the Asbestos Trust that the following are true and correct as of the Effective Date, and Optionor and EnPro each acknowledge that the Asbestos Trust is relying on each of the following representations and warranties as being true and correct and that the Asbestos Trust’s reliance thereon is reasonable:

2.1 Authorization, Enforceability.

(a) This Option and Registration Rights Agreement has been duly authorized by the Optionor and EnPro, and, when executed and delivered by them as contemplated hereby, will constitute valid and legally binding obligations of the Optionor and EnPro, respectively, enforceable against each of them in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium



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or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. The Subject Shares have been duly authorized and reserved for issuance upon exercise of the Option and when so issued in accordance with the terms of the Option will be validly issued, fully paid and non-assessable.

(b) The execution, delivery and performance by the Optionor and EnPro of this Option and Registration Rights Agreement and the consummation of the transactions contemplated hereby and compliance by the Optionor and EnPro with the provisions hereof, will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Optionor, EnPro or any EnPro Subsidiary under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Optionor, EnPro or any EnPro Subsidiary is a party or by which the Optionor, EnPro or any EnPro Subsidiary may be bound, or to which the Optionor, EnPro or any EnPro Subsidiary or any of the properties or assets of the Optionor, EnPro or any EnPro Subsidiary may be subject, or (B) violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Optionor, EnPro or any EnPro Subsidiary or any of their respective properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(c) EnPro and Optionor have not, either jointly or separately, entered into any

agreement with respect to its securities that may impair the rights granted to the Asbestos Trust under this Option and Registration Rights Agreement or that otherwise conflicts with the provisions hereof in any manner that may impair the rights granted to the Asbestos Trust hereunder.

2.2 Anti-Takeover Provisions and Rights Plans. EnPro has taken all necessary action

to ensure that the transactions contemplated under this Option and Registration Rights Agreement, including the exercise of the Option in accordance with its terms, will be exempt from any anti-takeover or similar provisions of EnPro’s articles of incorporation, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction. EnPro has taken, and will take, all actions necessary to render any shareholders’ rights plan of EnPro inapplicable to this Option and Registration Rights Agreement and the consummation of the transactions contemplated thereby, including the exercise of the Option by the Asbestos Trust in accordance with its terms.

2.3 Offering of Securities. Neither the Optionor, EnPro nor any person acting on any

of their behalves has taken any action (including any offering of any securities of EnPro) under circumstances which would require the integration of such offering with the offering of the Option or the Subject Shares under the Securities Act of 1933, as amended (“Securities Act”),



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and the rules and regulations of the SEC promulgated thereunder, or any other action, which might subject the offering, issuance or sale of any of the Option or the Subject Shares to the Asbestos Trust pursuant to this Option and Registration Rights Agreement to the registration requirements of the Securities Act.

Article III Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions of this

Option and Registration Rights Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the transactions contemplated by this Option and Registration Rights Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

3.2 Sufficiency of Authorized Common Stock; Exchange Listing. During the period

from the date hereof until the date on which the Option has been exercised or has been terminated, EnPro shall at all times have reserved for issuance, free of preemptive or similar rights, a sufficient number of authorized and unissued shares of EnPro Common Stock to fund delivery of shares upon such exercise. Nothing in this Section 3.2 shall preclude the Optionor from satisfying its obligations in respect of the exercise of the Option by delivery of shares of EnPro Common Stock held by it. Prior to the first anniversary of the date hereof, EnPro shall cause the Subject Shares to be listed on the same national securities exchange on which the EnPro Common Stock is listed, subject to official notice of issuance, and shall maintain such listing for so long as any EnPro Common Stock is listed on such exchange.

3.3 Further Covenants. Except as otherwise specified in this Section 3.3, EnPro and

Optionor each hereby covenant and agree as follows:

(a) Upon the issuance and delivery of the Subject Shares, the Subject Shares shall be duly authorized, duly and validly issued, fully paid and non-assessable, and free and clear of any Liens and any preemptive or similar rights.

(b) EnPro and Optionor shall promptly pay all Taxes, expenses, and charges

attributable to the issuance or delivery of the Subject Shares.

(c) EnPro and Optionor shall not create or grant (other than pursuant to this Agreement, the Joint Plan, or the other Plan Documents) any Liens or any preemptive or similar rights on the Subject Shares.

(d) EnPro shall take, or cause to be taken, all actions necessary to:

(i) comply with all requirements of any Applicable Law that may be imposed on

EnPro with respect to the issuance of the Subject Shares to the Asbestos Trust;



7

(ii) obtain any material consent, authorization, order, or approval of, or any

exemption by or from, and qualify with or provide any notice to, any Governmental Authority or Entity that is required or necessary pursuant to Applicable Law to be obtained, performed, or made by EnPro in order to consummate the issuance of the Subject Shares to the Asbestos Trust;

(iii) ensure (through its Board of Directors, shareholders, other governing bodies,

management, or otherwise) that the issuance of the Subject Shares to the Asbestos Trust will not be subject to, or will not trigger, as the case may be, any (A) “poison pill,” shareholder or stockholder rights plan, or other anti-takeover or takeover defenses provision contained in the Governing Documents of EnPro or any of its Affiliates or in any other legal instrument or resolution adopted by or pertaining to EnPro; (B) change-of-control or severance or “golden parachute” agreement, plan, or provision (I) to which EnPro or any of its officers or employees is a party or beneficiary, or (II) contained in a legal instrument or resolution adopted or approved by, or pertaining to, EnPro or any of its Affiliates; or (C) any provision of any applicable “moratorium,” “control share,” “fair price,” “interested stockholder,” or other Applicable Law regulating mergers, acquisitions, change of control transactions, voting rights, or share acquisitions; and

(iv) cause (through its Board of Directors, stockholders, other governing bodies,

management, or otherwise) the ownership or voting rights of the Asbestos Trust with respect to the Subject Shares not to be limited, qualified, or restricted by any plan, provision, agreement, resolution, legal instrument, or Applicable Law referred to in clauses (iii)(A) through (iii)(C) above.

(e) EnPro and Optionor shall not enter into any agreement with respect to the

EnPro Common Stock that conflicts with, impairs, or limits the rights granted to the Asbestos Trust pursuant to this Option and Registration Rights Agreement or the provisions hereof. EnPro and Optionor shall not, by amendment of their respective Governing Documents or through any transaction or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by EnPro or the Optionor.

(f) Concurrently with the issuance of the Subject Shares, EnPro shall deliver

to the Asbestos Trust a written opinion of EnPro’s outside counsel on such customary or appropriate matters concerning the due authorization, receipt of approvals, issuance, registration, and compliance with the securities laws as the Asbestos Trust may reasonably require.

Article IV

Registration and Attendant Rights

4.1 Subject Shares Not Registered. The Asbestos Trust acknowledges that the Option and the Subject Shares have not been registered under the Securities Act or under any state securities laws. The Asbestos Trust (a) is acquiring the Option pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute the Option to any person in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or otherwise dispose of the Subject Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, and (c) has such knowledge and experience in financial and business



8

matters and in investments of this type that it is capable of evaluating the merits and risks of the purchase and of making an informed investment decision.

4.2 Legends.

(a) The Asbestos Trust agrees that all certificates representing the Subject

Shares will bear a legend substantially to the following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”

(b) In the event that any of the Subject Shares (i) are sold pursuant to a

registration statement effective under the Securities Act or (ii) are eligible to be transferred without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act (other than Rule 144A), EnPro shall issue new certificates representing such Subject Shares, which shall not contain the applicable legend in Section 4.2(a) above; provided that the Asbestos Trust either surrenders to EnPro the previously issued certificates or furnishes proof of loss, destruction, or theft of the certificates and enters into a customary form indemnification agreement to indemnify EnPro against any loss or damages arising with respect to such lost, destroyed or stolen certificates or the issuance by EnPro of replacement certificates therefor.

4.3 Registration Rights.

(a) Registration.

(i) Subject to the terms and conditions of this Option and Registration Rights Agreement, EnPro covenants and agrees that promptly after the receipt by the Optionor of Notice of Option Exercise (and in any event no later than 21 days after the receipt by the Optionor of Notice of Option Exercise) it shall prepare and file with the SEC a Shelf Registration Statement (as defined below) covering all of the Registrable Securities (as defined below) of the Asbestos Trust (or otherwise designate an existing Shelf Registration Statement filed with the SEC to cover the Registrable Securities of the Asbestos Trust), and, to the extent the Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, EnPro shall use reasonable best efforts to cause such Shelf Registration Statement to be declared or become effective and to keep such Shelf Registration Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until such time as the Asbestos



9

Trust ceases to own any Registrable Securities (including by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if the initial Shelf Registration Statement expires. So long as EnPro is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by EnPro as an automatic Shelf Registration Statement.

(ii) Any registration pursuant to Section 4.3(a)(i) shall be effected by

means of a shelf registration on an appropriate form under Rule 415 under the Securities Act (a “Shelf Registration Statement”). If the Asbestos Trust intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise EnPro and EnPro shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 4.3(c); provided that EnPro shall not be required to facilitate an underwritten offering of Registrable Securities unless the expected gross proceeds from such offering exceed $10,000,000.00. The lead underwriters in any such distribution shall be selected by the Asbestos Trust.

(iii) EnPro shall not be required to effect a registration (including a resale

of Registrable Securities from an effective Shelf Registration Statement) or an underwritten offering pursuant to Section 4.3(a): (A) with respect to securities that are not the Registrable Securities; or (B) if EnPro has notified the Asbestos Trust that in the good faith judgment of the Board of Directors of EnPro, it would be materially detrimental to EnPro or its security holders for such registration or underwritten offering to be effected at such time, in which event EnPro shall have the right to defer such registration for a period of not more than 45 days after receipt of the request of the Asbestos Trust; provided that such right to delay a registration or underwritten offering shall be exercised by EnPro (1) only if EnPro has generally exercised (or is concurrently exercising) similar black-out rights against holders of EnPro Common Stock or securities convertible into EnPro Common Stock that have registration rights and (2) not more than three times in any 12-month period and not more than 90 days in the aggregate in any 12-month period.

(iv) If during any period when an effective Shelf Registration Statement is

not available, EnPro proposes to register any of its equity securities, other than a registration pursuant to Section 4.3(a)(i) or a Special Registration (as defined in Section 4.3(i) below), and the registration form to be filed may be used for the registration or qualification for distribution of Subject Shares, EnPro will give prompt written notice to the Asbestos Trust of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Subject Shares with respect to which EnPro has received written requests for inclusion therein within ten business days after the date of EnPro’s notice (a “Piggyback Registration”). The Asbestos Trust may withdraw from such Piggyback Registration by giving written notice to EnPro and the managing underwriter, if any, on or before the fifth business day



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prior to the planned effective date of such Piggyback Registration. EnPro may terminate or withdraw any registration under this Section 4.3(a)(iv) prior to the effectiveness of such registration, whether or not the Asbestos Trust has elected to include any Registrable Securities in such registration.

(v) If the registration referred to in Section 4.3(a)(iv) is proposed to be

underwritten, EnPro will so advise the Asbestos Trust as a part of the written notice given pursuant to Section 4.3(a)(iv). In such event, the right of the Asbestos Trust to registration pursuant to Section 4.3(a)(iv) will be conditioned upon the Asbestos Trust’s participation in such underwriting and the inclusion of the Asbestos Trust’s Registrable Securities in the underwriting if the Registrable Securities are of the same class of securities as the securities to be offered in the underwritten offering, and the Asbestos Trust will (together with EnPro and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by EnPro. If the Asbestos Trust disapproves of the terms of the underwriting, the Asbestos Trust may elect to withdraw therefrom by written notice pursuant to Section 4.3(a)(iv).

(vi) If either (x) EnPro grants “piggyback” registration rights to one or

more third parties to include their securities in an underwritten offering under the Shelf Registration Statement pursuant to Section 4.3(a)(ii) or (y) a Piggyback Registration under Section 4.3(a)(iv) relates to an underwritten offering, and in either case the managing underwriters advise EnPro that in their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), EnPro will include in such offering only such number of securities that in the reasonable opinion of such managing underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (A) first, in the case of a Piggyback Registration under Section 4.3(a)(iv), the securities EnPro proposes to sell, (B) then the Registrable Securities of the Asbestos Trust to the extent that the Asbestos Trust has requested inclusion of Registrable Securities pursuant to Section 4.3(a)(ii) or Section 4.3(a)(iv), as applicable, and (C) lastly, any other securities of EnPro that have been requested to be so included, subject to the terms of this Option and Registration Rights Agreement.

(b) Expenses of Registration. All Registration Expenses (as defined below)

incurred in connection with any registration, qualification or compliance hereunder shall be borne by EnPro. All Selling Expenses (as defined below) incurred in connection with any registrations hereunder shall be borne by the holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered.



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(c) Obligations of EnPro. EnPro shall use its reasonable best efforts, for so long as there are Registrable Securities outstanding, to take such actions as are under its control to not become an ineligible issuer (as defined in Rule 405 under the Securities Act) and to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) if it has such status on the date of this Option and Registration Rights Agreement or becomes eligible for such status hereafter. In addition, whenever required to effect the registration of any Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an effective Shelf Registration Statement, EnPro shall, as expeditiously as reasonably practicable:

(i) Prepare and file with the SEC a prospectus supplement with respect to

a proposed offering of Registrable Securities pursuant to an effective registration statement, subject to Section 4.3(d), keep such registration statement effective and keep such prospectus supplement current until the securities described therein are no longer Registrable Securities.

(ii) Prepare and file with the SEC such amendments and supplements to

the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(iii) Furnish to the Asbestos Trust and any underwriters such number of

copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.

(iv) Use its reasonable best efforts to register and qualify the securities

covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Asbestos Trust or any managing underwriter(s), to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Asbestos Trust; provided that EnPro shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(v) Notify the Asbestos Trust at any time when a prospectus relating

thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to



12

be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(vi) Give written notice to the Asbestos Trust:

(A) when any registration statement filed pursuant to Section 4.3(a) or any amendment thereto has been filed with the SEC (except for any amendment effected by the filing of a document with the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”)) and when such registration statement or any post-effective amendment thereto has become effective;

(B) of any request by the SEC for amendments or supplements to

any registration statement or the prospectus included therein or for additional information;

(C) of the issuance by the SEC of any stop order suspending the

effectiveness of any registration statement or the initiation of any proceedings for that purpose;

(D) of the receipt by EnPro or its legal counsel of any notification

with respect to the suspension of the qualification of the EnPro Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(E) of the happening of any event that requires EnPro to make

changes in any effective registration statement or the prospectus related to the registration statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made); and

(F) if at any time the representations and warranties of EnPro

contained in any underwriting agreement contemplated by Section 4.3(c)(x) cease to be true and correct.

(vii) Use its reasonable best efforts to prevent the issuance or obtain the

withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 4.3(c)(vi)(C) at the earliest practicable time.

(viii) Upon the occurrence of any event contemplated by Section 4.3(c)(v)

or 4.3(c)(vi)(E), promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Asbestos Trust and any underwriters, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light



13

of the circumstances under which they were made, not misleading. If EnPro notifies the Asbestos Trust in accordance with Section 4.3(c)(vi)(E) to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Asbestos Trust and any underwriters shall suspend use of such prospectus and use their reasonable best efforts to return to EnPro all copies of such prospectus (at EnPro’s expense) other than permanent file copies then in the Asbestos Trust’s or underwriters’ possession. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days.

(ix) Use reasonable best efforts to procure the cooperation of EnPro’s

transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Asbestos Trust or any managing underwriter(s).

(x) If an underwritten offering is requested pursuant to Section 4.3(a)(ii),

enter into an underwriting agreement in customary form, scope and substance and take all such other actions reasonably requested by the Asbestos Trust or by the managing underwriter(s), if any, to expedite or facilitate the underwritten disposition of the Registrable Securities, and in connection therewith in any underwritten offering (including making members of management and executives of EnPro available to participate in “road shows”, similar sales events and other marketing activities), (A) make such representations and warranties to the Asbestos Trust and the managing underwriter(s), if any, with respect to the business of EnPro and its subsidiaries, and the Shelf Registration Statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in customary form, substance and scope, and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to furnish the underwriters with opinions of counsel to EnPro, addressed to the managing underwriter(s), if any, covering the matters customarily covered in such opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain “cold comfort” letters from the independent certified public accountants of EnPro (and, if necessary, any other independent certified public accountants of any business acquired by EnPro for which financial statements and financial data are included in the Shelf Registration Statement) who have certified the financial statements included in such Shelf Registration Statement, addressed to each of the managing underwriter(s), if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters, (D) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures customary in underwritten offerings, and (E) deliver such documents and certificates as may be reasonably requested by the Asbestos Trust, its counsel and the managing underwriter(s), if any, to evidence the continued validity of the representations and warranties made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by EnPro.



14

(xi) Make available for inspection by a representative of the Asbestos

Trust, the managing underwriter(s), if any, and any attorneys or accountants retained by the Asbestos Trust or managing underwriter(s), at the offices where normally kept, during reasonable business hours, financial and other records, pertinent corporate documents and properties of EnPro, and cause the officers, directors and employees of EnPro to supply all information in each case reasonably requested (and of the type customarily provided in connection with due diligence conducted in connection with a registered public offering of securities) by any such representative, managing underwriter(s), attorney or accountant in connection with such Shelf Registration Statement.

(xii) Use reasonable best efforts to cause all Registrable Securities to be

listed on each national securities exchange on which similar securities issued by EnPro are then listed.

(xii) If requested by the Asbestos Trust or the managing underwriter(s), if

any, promptly include in a prospectus supplement or amendment such information as the Asbestos Trust or managing underwriter(s), if any, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after EnPro has received such request.

(xiii) Timely provide to its security holders earning statements satisfying

the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(d) Suspension of Sales. Upon receipt of written notice from EnPro that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits or may omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, the Asbestos Trust shall forthwith discontinue disposition of Registrable Securities until the Asbestos Trust has received copies of a supplemented or amended prospectus or prospectus supplement, or until the Asbestos Trust is advised in writing by EnPro that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by EnPro, the Asbestos Trust shall deliver to EnPro (at EnPro’s expense) all copies, other than permanent file copies then in the Asbestos Trust’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 12-month period shall not exceed 90 days.

(e) Termination of Registration Rights. The Asbestos Trust’s registration rights

as to any securities held by it (and its Affiliates (as defined below)) shall not be available unless such securities are Registrable Securities. “Registrable Securities” means (A) the Subject Shares and (B) any equity securities of EnPro issued or issuable directly or



15

indirectly with respect to any of the Subject Shares by way of exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization, provided that, once issued, such securities will not be Registrable Securities when (1) they are sold pursuant to an effective registration statement under the Securities Act, (2) they may be sold pursuant to Rule 144 without limitation thereunder on volume or manner of sale, (3) they shall have ceased to be outstanding or (4) they have been sold in a private transaction. No Registrable Securities may be registered under more than one registration statement at any one time.

(f) Furnishing Information.

(i) The Asbestos Trust shall not use any “free writing prospectus” (as defined in Rule 405) in connection with the sale of Registrable Securities without the prior written consent of EnPro.

(ii) It shall be a condition precedent to the obligations of EnPro to take

any action pursuant to Section 4.3(c) that the Asbestos Trust and the underwriters, if any, shall furnish to EnPro such information regarding themselves, the Registrable Securities and the intended method of disposition of such securities as shall be required to effect the registered offering of the Registrable Securities.

(g) Indemnification.

(i) EnPro agrees to indemnify the Asbestos Trust and the Asbestos Trust’s trustees, officers, employees, agents, representatives and Affiliates, and each Person (as herein defined), if any, that controls the Asbestos Trust within the meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and disbursements of attorneys and other professionals incurred in connection with investigating, defending, settling, compromising or paying any such losses, claims, damages, actions, liabilities, costs and expenses), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents incorporated therein by reference or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by EnPro or authorized by it in writing for use by the Asbestos Trust (or any amendment or supplement thereto); or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that EnPro shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (A) an untrue statement or omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or



16

supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405) prepared by EnPro or authorized by it in writing for use by the Asbestos Trust (or any amendment or supplement thereto), in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to EnPro by such Indemnitee for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, or (B) offers or sales effected by or on behalf of such Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as defined in Rule 405) that was not authorized in writing by EnPro.

(ii) If the indemnification provided for in Section 4.3(g)(i) is unavailable

to an Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein, then EnPro, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and EnPro, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of EnPro, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue statement of a material fact or omission to state a material fact relates to information supplied by EnPro or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; EnPro and the Asbestos Trust agree that it would not be just and equitable if contribution pursuant to this Section 4.3(g)(ii) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 4.3(g)(ii). No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from EnPro if EnPro was not guilty of such fraudulent misrepresentation.

(h) No Assignment of Registration Rights. The rights of the Asbestos Trust to

registration of Registrable Securities pursuant to Section 4.3 may not be assigned. (i) Clear Market. With respect to any underwritten offering of Registrable

Securities by the Asbestos Trust pursuant to this Section 4.3, EnPro agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering, in the case of an underwritten offering of EnPro Common Stock, any of its equity securities, or, in each case, any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten days prior and 60 days following the effective date of such offering or such longer period up to 90 days as may be requested by the managing underwriter for such



17

underwritten offering. EnPro also agrees to cause such of its directors and senior executive officers to execute and deliver customary lock-up agreements in such form and for such time period up to 90 days as may be requested by the managing underwriter. “Special Registration” means the registration of (A) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of EnPro or its subsidiaries or in connection with dividend reinvestment plans.

(j) Rule 144. With a view to making available to the Asbestos Trust the

benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, EnPro agrees to use its reasonable best efforts to:

(i) make and keep public information available, as those terms are

understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the first anniversary of the date hereof;

(ii) (A) file with the SEC, in a timely manner, all reports and other

documents required of EnPro under the Exchange Act, and (B) if at any time EnPro is not required to file such reports, make publicly available the information required by Rule 144(c)(2);

(iii) so long as the Asbestos Trust owns any Registrable Securities,

furnish to the Asbestos Trust upon request: a written statement by EnPro as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of EnPro; and such other reports and documents as the Asbestos Trust may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities to the public without registration; and

(iv) take such further action as the Asbestos Trust may reasonably

request, all to the extent required from time to time to enable the Asbestos Trust to sell Registrable Securities without registration under the Securities Act.

(k) Definitions. As used in this Section 4.3, the following terms shall have the

following respective meanings:

(iii) “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

(ii) “Register,” “registered,” and “registration” shall refer to a registration

effected by preparing and (A) filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the



18

declaration or ordering of effectiveness of such registration statement or (B) filing a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement on Form S-3.

(iii) “Registration Expenses” mean all expenses incurred by EnPro in

effecting any registration pursuant to this Option and Registration Rights Agreement (whether or not any registration or prospectus becomes effective or final) or otherwise complying with its obligations under this Section 4.3, including all registration, filing and listing fees, printing expenses, fees and disbursements of counsel for EnPro, blue sky fees and expenses, expenses incurred in connection with any “road show,” and expenses of EnPro’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, but shall not include Selling Expenses.

(iv) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415”

mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

(v) “Selling Expenses” mean all discounts, selling commissions and stock

transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for the Asbestos Trust.

(l) Specific Performance. The parties hereto acknowledge that there would

be no adequate remedy at law if EnPro fails to perform any of its obligations under this Section 4.3 and that the Asbestos Trust from time to time may be irreparably harmed by any such failure, and accordingly agree that the Asbestos Trust, in addition to any other remedy to which it may be entitled at law or in equity, to the fullest extent permitted and enforceable under applicable law shall be entitled to compel specific performance of the obligations of EnPro under this Section 4.3 in accordance with the terms and conditions of this Section 4.3.

(m) No Inconsistent Agreements. EnPro shall not enter into any agreement

with respect to its securities that may impair the rights granted to the Asbestos Trust under this Section 4.3 or that otherwise conflicts with the provisions hereof in any manner that may impair the rights granted to the Asbestos Trust under this Section 4.3. In the event EnPro has entered into any agreement with respect to its securities that is inconsistent with the rights granted to the Asbestos Trust under this Section 4.3 (including agreements that are inconsistent with the order of priority contemplated by Section 4.3(a)(vi)) or that may otherwise conflict with the provisions hereof, EnPro shall use its reasonable best efforts to amend such agreements to ensure they are consistent with the provisions of this Section 4.3.



19

Article V Miscellaneous

5.1 Amendment; Waiver; Cumulative Rights and Remedies. No amendment of any

provision of this Option and Registration Rights Agreement will be effective unless made in writing and signed by an officer or a duly authorized representative of each party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative of any rights or remedies provided by law and not exclusive of any other remedy conferred hereby or by law, and the exercise of any one remedy by each shall not preclude the exercise of any other remedy by the same party.

5.2 Governing Law. This Option and Registration Rights Agreement shall be

governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflicts of law principles thereof.

5.3 Notices. Any notice, request, instruction or other communications provided for

herein by any party to the other shall be given or made in writing (including, without limitation, by telecopy or Electronic Transmission) and will be deemed to have been duly given when transmitted by telecopier or Electronic Transmission or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as provided herein. All notices to a party shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by such party and delivered to the other parties in accordance with this Section 5.3.

If to the Optionor:

OldCo, LLC 5605 Carnegie Blvd., Ste. 500, Charlotte, NC 28209-4674 Attention: [__________________] Facsimile: [__________________] Email: [________________]

with a copy to:

Robinson, Bradshaw & Hinson, P.A. 101 North Tyron Street, Ste. 1900 Charlotte, North Carolina 28246 Attention: Stephen M. Lynch, Esq. Facsimile: (704) 373-3955 Email: [email protected]



20

If to EnPro: EnPro Industries, Inc. 5605 Carnegie Blvd., Ste. 500, Charlotte, NC 28209-4674 Facsimile: (704) 731-1531 Attention: Robert S. McLean, Chief Administrative Officer, General Counsel and Secretary

with a copy to:

Robinson, Bradshaw & Hinson, P.A. 101 North Tyron Street, Ste. 1900 Charlotte, North Carolina 28246 Attention: Stephen M. Lynch, Esq. Facsimile: (704) 373-3955 Email: [email protected] If to the Asbestos Trust: [__________________] [__________________] [__________________] Attention: [__________________] Facsimile: [__________________] Email: [________________]

with a copy to:

[__________________] [__________________] [__________________] Attention: [__________________] Facsimile: [__________________] Email: [________________]

5.4 Definitions. For purposes of this Option and Registration Rights Agreement, the

following terms shall have the meanings set forth below:

(a) The term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities, by contract, or otherwise.



21

(b) The term “Applicable Law” means, at any time and with reference to any Entity or property, all then existing laws, statutes, codes, treaties, judgments, decrees, injunctions, writs, and orders of any Governmental Authority, and rules, regulations, ordinances, directives, orders, licenses, and permits of any Governmental Authority applicable to such Entity or its property or in respect of its operations or to any referenced circumstances or events.

(c) The term “Board of Directors” means the board of directors, board of

managers, or any other governing body of an Entity. (d) The term “Business Combination” means a merger, consolidation,

statutory share exchange, or similar transaction that requires the approval of the party’s shareholders or members, and includes the merger of Optionor with and into New Coltec, Inc., as provided in Section 7.10 of the Joint Plan.

(e) The term “Effective Date” has the meaning ascribed to that term in the

Joint Plan. (f) The term “Electronic Transmission” shall mean delivery of information by

electronic mail, facsimile or other electronic format acceptable to the parties. An Electronic Transmission shall be considered written notice for all purposes hereof.

(g) The term “EnPro Common Stock” means (1) the common stock of EnPro,

$0.01 par value per share, (2) the common stock of any successor corporation thereto, or (3) any similar equity ownership interest in any other successor Entity thereto.

(h) The term “Entity” means an individual, a corporation, a general

partnership, a limited partnership, a limited liability company, a limited liability partnership, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated association, a governmental unit or subdivision thereof, including the United States Bankruptcy Administrator, or any other entity, whether acting in an individual, fiduciary, or other capacity.

(i) The term “Governing Documents” means, as to any Entity, its articles or

certificate of incorporation and bylaws, its partnership agreement, its certificate of formation and operating agreement, or the organizational or governing documents of such Entity.

(j) The term “Governmental Authority” means the United States of America,

a state, commonwealth, district, territory, municipality, or foreign state; or a department, agency, instrumentality, court, or tribunal of the United States of America, a state, a commonwealth, a district, a territory, a municipality, or a foreign state; or other foreign or domestic government, or subdivision thereof.



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(k) The term “Material Adverse Effect” means a material adverse effect on the business, results of operation or financial condition of EnPro and its consolidated subsidiaries taken as a whole.

(l) The term “Plan Documents” has the meaning ascribed to that term in the

Joint Plan. (m) When a reference is made in this Option and Registration Rights

Agreement to a subsidiary of a person, the term “subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity (1) of which such person or a subsidiary of such person is a general partner or (2) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or persons performing similar functions with respect to such entity, is directly or indirectly owned by such person and/or one or more subsidiaries thereof.

(n) The term “Taxes” means all present or future taxes, levies, imposts, duties,

deductions, withholdings, assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, penalties, and any similar liabilities with respect thereto.

5.8 Assignment. Neither this Option and Registration Rights Agreement nor any

right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be void, except (a) an assignment, in the case of a Business Combination where such party is not the surviving entity, or (b) a sale of substantially all of its assets, to the Entity which is the survivor of such Business Combination or the purchaser in such sale.

5.9 Severability. If any provision of this Option and Registration Rights Agreement,

or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

5.10 No Third Party Beneficiaries. Nothing contained in this Option and Registration

Rights Agreement, expressed or implied, is intended to confer upon any person or entity other than EnPro, the Optionor, and the Asbestos Trust any benefit, right or remedies.

5.11 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, FOR

ITSELF, AND ITS SUCCESSORS AND ASSIGNS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,



23

UNDER, OR IN CONNECTION WITH, THIS OPTION AND REGISTRATION RIGHTS AGREEMENT.

5.12 Counterparts. This Option and Registration Rights Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Option and Registration Rights Agreement, or any notice, communication, agreement, certificate, document, or other instrument in connection herewith by telecopier, facsimile, portable document format (“PDF”), or other Electronic Transmission shall be as effective as delivery of a manually executed counterpart of thereof. The signature of any party by telecopier, facsimile, PDF, or other Electronic Transmission is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.

5.13 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

5.14 Entire Agreement. This Option and Registration Rights Agreement, together with the Joint Plan and the other Plan Documents, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Joint Plan and the other Plan Documents with respect to the registration rights granted by EnPro with respect to the Subject Shares. This Option and Registration Rights Agreement, together with the Joint Plan and the other Plan Documents, supersedes all prior agreements and understandings between the parties with respect to such subject matter.

5.15 Currency Denomination. All sums of money referred to herein are denominated in United States of America dollars. 5.16 Survival of Representations and Warranties. All representations and warranties contained in this Option and Registration Rights Agreement shall survive the execution and delivery of this Option and Registration Rights Agreement and the other Plan Documents.

[signature page follows]



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IN WITNESS WHEREOF, the Optionor, EnPro, and the Asbestos Trust have executed this Option and Registration Rights Agreement by their duly authorized representatives as of the date first set forth above.

OLDCO, LLC By: ___________________________ Name: [__________________] Title: [__________________] ENPRO INDUSTRIES, INC. By: ___________________________ Name: [__________________] Title: [__________________] GST SETTLEMENT FACILITY By: ___________________________ Name: [__________________] Title: [__________________]



8739527v2

A-1

EXHIBIT A

FORM OF NOTICE OF OPTION EXERCISE

[insert date]

Coltec Industries, Inc. (as successor by merger to OldCo, LLC) 5605 Carnegie Blvd., Ste. 500, Charlotte, NC 28209-4674 Attention: __________________ This notice is being delivered pursuant to Section 1.2 of the Option and Registration Rights Agreement dated as of ____________ __, 20__ (the “Option Agreement”) among OldCo, LLC, EnPro Industries, Inc. and GST Settlement Facility. Capitalized terms used herein, and not otherwise defined herein, have the meanings given to them in the Option Agreement. The Asbestos Trust hereby provides notice of its exercise of the Option as of the date hereof. Settlement of the exercise of the Option shall occur on _______ __, 20__ [insert date], which is five Trading Days after the date hereof. Certificates evidencing the Subject Shares to be issued to the Asbestos Trust are to be delivered to the following address:

_________________________ _________________________ _________________________

The name and address of the Asbestos Trust are as follows:

_________________________ _________________________ _________________________ _________________________

The Federal taxpayer identification number of the Asbestos Trust is: _________________.



8739527v2

A-2

[In the event that the number of the Subject Shares is to be reduced pursuant to the proviso included in Section 1.1(a) of the Option Agreement, the cash payment to be made due to the reduction in the number of Subject Shares shall be delivered to the undersigned in accordance with the following wiring instructions:

_________________________ _________________________ _________________________ _________________________]

GST SETTLEMENT FACILITY By: ___________________________ Name: [__________________] Title: [__________________]



8739527v2

B-1

EXHIBIT B

FORM OF TERMINATION NOTICE

[insert date]

[__________________] [__________________] [__________________] Attention: [__________________] This notice is being delivered pursuant to Section 1.3 of the Option and Registration Rights Agreement dated as of ____________ __, 20__ (the “Option Agreement”) among OldCo, LLC, EnPro Industries, Inc., and the GST Settlement Facility. Capitalized terms used herein, and not otherwise defined herein, have the meanings given to them in the Option Agreement. The undersigned, which is the successor by merger to OldCo, LLC, hereby provides notice that the second anniversary of the Effective Date of the Joint Plan has occurred without delivery by the Asbestos Trust of the Notice of Option Exercise or the Put Notice and without delivery by Optionor of the Call Notice. As a result, the Option has expired in accordance with the terms of the Option Agreement, which, in turn, has triggered the right of the Asbestos Trust to receive the Termination Payment. Please provide promptly, and in any event within two Trading Days, written instructions for wire transfer of the $20,000,000.00 Termination Payment. Such written wiring instructions should be sent to the undersigned by email ([insert email address]) or facsimile ([insert facsimile number]).

COLTEC INDUSTRIES, INC. (successor by merger to OldCo, LLC) By: ___________________________ Name: [__________________] Title: [__________________]



8739527v2

C-1

EXHIBIT C

FORM OF CALL NOTICE

[insert date]

[__________________] [__________________] [__________________] Attention: [__________________] This notice is being delivered pursuant to Section 1.4 of the Option and Registration Rights Agreement dated as of ____________ __, 20__ (the “Option Agreement”) among OldCo, LLC, EnPro Industries, Inc., and the GST Settlement Facility. Capitalized terms used herein, and not otherwise defined herein, have the meanings given to them in the Option Agreement. The undersigned, which is the successor by merger to OldCo, LLC, hereby provides notice of its exercise of its right under Section 1.4 of the Option Agreement to call the Option as of the date hereof. Settlement of the call of the Option shall occur on _______ __, 20__, which is five Trading Days after the date hereof. Please provide promptly, and in any event within two Trading Days, written instructions for wire transfer of the $20,000,000.00 Call Payment. Such written wiring instructions should be sent to the undersigned by email ([insert email address]) or facsimile ([insert facsimile number]).

COLTEC INDUSTRIES, INC. (successor by merger to OldCo, LLC) By: ___________________________ Name: [__________________] Title: [__________________]



8739527v2

D-1

EXHIBIT D FORM OF

PUT NOTICE

[insert date] Coltec Industries, Inc. (as successor by merger to OldCo, LLC) 5605 Carnegie Blvd., Ste. 500, Charlotte, NC 28209-4674 Attention: __________________ This notice is being delivered pursuant to Section 1.5 of the Option and Registration Rights Agreement dated as of ____________ __, 20__ (the “Option Agreement”) among OldCo, LLC, EnPro Industries, Inc., and the GST Settlement Facility. Capitalized terms used herein, and not otherwise defined herein, have the meanings given to them in the Option Agreement. The undersigned hereby provides notice of its exercise of its right under Section 1.5 of the Option Agreement to put the Option as of the date hereof. Settlement of the put of the Option shall occur on _______ __, 20__, which is five Trading Days after the date hereof. The Put Payment shall be delivered to the undersigned in accordance with the following wiring instructions: _________________________ _________________________ _________________________ _________________________ The name and address of the Asbestos Trust are as follows:

_________________________ _________________________ _________________________ _________________________

The Federal taxpayer identification number of the Asbestos Trust is: _________________.

GST SETTLEMENT FACILITY By: ___________________________ Name: [__________________] Title: [__________________]



Modified Joint Plan - Ex. I


EXHIBIT I

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”), dated as of the Effective Date (as defined in the Plan referred to below), is made by and between NEW COLTEC, INC.,1 a North Carolina corporation (the “Pledgor”), and the GST SETTLEMENT FACILITY, a Delaware statutory trust (the “Secured Party”).

RECITALS

A. Section 7.3.2 of the Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC, successor by merger to Coltec Industries Inc (“OldCo”), as initially filed in the United States Bankruptcy Court for the Western District of North Carolina on May 20, 2016 (as amended, supplemented, or otherwise modified from time to time, and together with the exhibits and schedules to the foregoing, as the same may be in effect from time to time, the “Plan”), provides that the Secured Party is to be funded with, among other things, the Deferred Contribution, an obligation of the Pledgor that shall be paid in full and in cash on or before the first anniversary of the Effective Date of the Plan.

B. Section 7.3.2 of the Plan further provides, among other things, that payment of the Deferred Contribution shall be secured by a pledge of, and the granting of a security interest in, 50.1% of the GST/Garrison Equity Interests, which pledge and grant shall become effective on the Effective Date immediately after the merger of OldCo with and into the Pledgor, as provided in Section 7.10 of the Plan (the “Merger”).

C. The Pledgor will obtain benefits as a result of the consummation of the Plan, which benefits are hereby acknowledged, and accordingly desires to execute and deliver this Agreement.

STATEMENT OF AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. All capitalized terms used herein (including, without limitation, in the preamble and recitals hereof) without definition shall have the meanings ascribed to those terms in the Plan. Unless otherwise defined herein, or unless the context otherwise requires, all terms used herein that are defined in the UCC shall have the meanings ascribed to them in the UCC. In addition, as used in this Agreement, the following terms shall have the following meanings:

(a) “Laws” means, at any time and with reference to any Entity or property, all then existing laws, statutes, codes, treaties, judgments, decrees, injunctions, writs, and

1 Legal name of the Pledgor will change to Coltec Industries, Inc. (or such other name as notified to the Secured Party not less than 15 days prior to the Effective Date) on Effective Date upon effectiveness of the Merger.



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orders of any Governmental Unit, and rules, regulations, ordinances, directives, orders, licenses, and permits of any Governmental Unit applicable to such Entity or its property or in respect of its operations or to any referenced circumstances or events.

(b) “Lien” means, with respect to any property or asset (whether real or personal, tangible or intangible), any mortgage, lien, pledge, charge, security interest, assignment as collateral, or encumbrance of any kind or nature in respect of such property or asset (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.

(c) “Proceeds” means all proceeds (including proceeds of proceeds) of the Pledged Interests, including, without duplication, (a) all rights, benefits, distributions, premiums, profits, dividends, interest, cash, instruments, documents of title, accounts, contract rights, inventory, equipment, general intangibles, deposit accounts, chattel paper, and other property from time to time thereafter received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Pledged Collateral, or proceeds thereof (including any cash, Equity Interests, or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger, or consolidation with respect to the Reorganized Debtors and any security entitlements as defined in the UCC with respect thereto); and (b) “proceeds” as such term is defined in the UCC.

(d) “UCC” means the Uniform Commercial Code as in effect from time to time in the State of North Carolina; provided, however, that in the event, by reason of mandatory provisions of Law, any or all of the perfection or priority of, or remedies with respect to, any Pledged Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of North Carolina, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority, or remedies.

2. Rules of Interpretation.

(a) All terms defined in this Agreement in the singular form shall have comparable meanings when used in the plural form, and vice versa.

(b) Whenever the context may require, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the other genders.

(c) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d) Any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified.



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(e) All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall otherwise require.

(f) The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.

(g) Unless otherwise provided herein, the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply.

3. Pledge and Grant of Security Interest. As security for the due and punctual payment of the Deferred Contribution to the Secured Party in accordance with Section 7.3.2 of the Plan, effective as of the Effective Date and immediately following the Merger, the Pledgor hereby pledges, assigns, and delivers to the Secured Party, and grants to the Secured Party a continuing first-priority lien upon and security interest in, all of its right, title, and interest in and to the following (collectively, the “Pledged Collateral”):

(a) the Equity Interests described on Exhibit A hereto (the “Pledged Interests”), and, subject to Section 7 hereof, all dividends, distributions, cash, instruments, warrants, options, securities, and other property and rights (including voting rights) received as a result of owning such Pledged Interests and Proceeds from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of the Pledged Interests; and

(b) to the extent not otherwise excluded in the foregoing, all Proceeds thereof.

4. Delivery of Pledged Collateral; UCC Financing Statements. On the Effective Date, the Pledgor shall deliver all certificates or instruments representing or evidencing any Pledged Collateral to the Secured Party pursuant hereto, to be held by the Secured Party in accordance with this Agreement. The Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Secured Party. The Pledgor hereby authorizes the Secured Party to file at any time or from time to time one or more UCC financing statements and amendments thereto relating to all or any part of the Pledged Collateral.

5. Representations and Warranties. The Pledgor represents and warrants to the Secured Party that each of the following representations and warranties is true and correct, and the Pledgor acknowledges that the Secured Party is relying on each of the following representations and warranties as being true and correct and that the Secured Party’s reliance thereon is reasonable:

(a) The Pledgor is duly incorporated, validly existing, and in good standing under the Laws of the State of North Carolina (provided, however, with respect to good standing, only to the extent the concept of good standing exists in such jurisdiction of incorporation) and has full corporate power and authority to execute and deliver this Agreement.



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(b) The Pledgor’s execution and delivery of this Agreement has been duly authorized by all necessary corporate actions on the part of the Pledgor.

(c) This Agreement constitutes a legal, valid, and binding obligation of the Pledgor, enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, and other Laws of general applicability relating to or affecting creditors’ rights; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(d) The Pledgor is the record and beneficial owner of the Pledged Interests.

(e) The Pledged Interests have been duly and validly authorized and issued to the Pledgor and (to the extent applicable) are fully paid and non-assessable.

(f) Exhibit A attached hereto completely and accurately identifies, as of the date hereof, (A) the number of issued and outstanding Equity Interests of each issuer thereof (an “Issuer”) held by the Pledgor (and, separately, the number of issued and outstanding Equity Interests of each Issuer thereof pledged by the Pledgor hereunder) and (B) the percentage of the aggregate issued and outstanding equity interests of each Issuer represented by the Pledged Interests.

(g) All of the Pledged Interests are free of all Liens except for the security interest and lien in favor of the Secured Party created hereby, and there are no outstanding warrants, options, or other rights to purchase, or shareholder, voting trust, or similar agreements outstanding with respect to any of the Pledged Interests.

(h) No effective financing statement or other instrument similar in effect under any applicable Law validly covering all or any part of the Pledged Interests is on file in any filing or recording office.

(i) The delivery of the Pledged Interests to the Secured Party pursuant to this Agreement (and, with respect to Pledged Interests consisting of membership interests or partnership interests that are not “securities” under Article 8 of the UCC, the filing in the appropriate filing office of a UCC financing statement describing the same as collateral) is effective to create a valid and perfected first priority security interest in the Pledged Collateral in favor of the Secured Party (to the extent such security interest can be perfected by filing a UCC financing statement or possessing such Pledged Interests delivered to the Secured Party), free of any adverse claim, and such security interest is entitled to all of the rights, priorities and benefits afforded by the UCC.

(j) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or consent of any other Entity is required for (i) the pledge and grant of a security interest by the Pledgor pursuant to this Agreement, (ii) the perfection of the security interest granted hereunder in favor of the Secured Party (except for the filing of a UCC financing statement in the case of any Pledged Interests consisting of membership interests or partnership interests that are not “securities” under Article 8 of the UCC), (iii) the execution, delivery or performance of



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this Agreement by the Pledgor, or (iv) the exercise by the Secured Party of its rights and remedies hereunder (except as the Pledgor or the Secured Party may have taken or directed and except as may be required in connection with any disposition of the Pledged Collateral by Laws affecting the offering and sale of securities generally). The Pledgor has caused each Issuer to record on its books and records that the Pledged Interests are subject to the pledge and security interest created hereby.

(k) The exact name of the Pledgor, as of the Effective Date and immediately prior to the Merger, is New Coltec, Inc. The exact name of the Pledgor, as of the Effective Date and effective upon the Merger, will be [Coltec Industries, Inc.]2

(l) The Pledgor represents that GST has caused each of its issued and outstanding membership interests to provide, by its terms, that it is a “security” governed by Article 8 of the UCC and to be evidenced by a certificate by the Effective Date.

6. Covenants; Further Assurances. Until the Deferred Contribution is paid in full and in Cash:

(a) The Pledgor will not sell or otherwise dispose of, or grant any warrant or option with respect to, any of the Pledged Collateral, or create or suffer to exist any Lien or security interest (other than the lien and security interests in favor of the Secured Party) on any Pledged Collateral.

(b) The Pledgor will not change its name, type of organization or jurisdiction of organization without, in each case, giving at least 15 days’ prior written notice thereof to the Secured Party and taking all action necessary or reasonably requested by the Secured Party in order to maintain the effectiveness and priority of the security interest granted hereby.

(c) The Pledgor shall maintain its corporate existence and, at all times, maintain at least one complete set of its books and records concerning the Pledged Collateral.

(d) If, while this Agreement is in effect, the Pledgor shall become entitled to receive or shall receive additional Equity Interests in any Issuer, the Pledgor agrees, in each case, to accept the same as the Secured Party’s agent and to hold the same in trust for the Secured Party, and to deliver the same forthwith to the Secured Party in the exact form received, with the endorsement of the Pledgor where necessary and/or with duly executed undated instruments of transfer or assignment, in blank, all in form and substance reasonably satisfactory to the Secured Party, to be held by the Secured Party, subject to the terms hereof, as part of the Pledged Interests; provided, however, that the Pledgor shall only be required by this paragraph to pledge and deliver such additional Equity Interests as shall be necessary to cause the aggregate Pledged Interests to equal 50.1% of the aggregate issued and outstanding Equity Interests of each Issuer.

2 Or such other name as notified to the Secured Party not less than 15 days prior to the Effective Date.



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(e) The Pledgor shall not take any action, or permit any Issuer to take any action, to cause any Equity Interest comprising the Pledged Collateral not to be a “security” within the meaning of, or not to be governed by, Article 8 of the UCC as in effect under the Laws of any state having jurisdiction or to become uncertificated.

(f) The Pledgor shall, from time to time, at its expense, promptly execute and deliver all further instruments, documents and notices and take all further action that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create, perfect and protect any security interest granted or purported to be granted by this Agreement or to enable the Secured Party to exercise and enforce its rights and remedies hereunder. Without limiting the generality of the foregoing, the Pledgor will, upon the Secured Party’s request, appear in and defend any action or proceeding that may affect the Pledgor’s title to or the Secured Party’s security interest in the Pledged Collateral.

(g) The Pledgor shall furnish to the Secured Party, from time to time upon request, statements and schedules further identifying, updating, and describing the Pledged Collateral and such other information, reports and evidence concerning the Pledged Collateral as the Secured Party may reasonably request.

7. Voting Rights; Dividends; Etc.

(a) So long as no Event of Default has occurred and is then continuing in respect of which the Secured Party has elected to exercise the rights and remedies set forth in Section 7(b) below:

(i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement; and

(ii) The Pledgor shall be entitled to receive all distributions, dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and other rights, property or Proceeds and products from time to time received, receivable or otherwise distributed in respect of the Pledged Collateral.

(b) At any time that an Event of Default has occurred and is then continuing in respect of which the Secured Party has elected to exercise the rights and remedies set forth in this Section 7(b):

(i) All rights of the Pledgor to exercise voting and other consensual rights in respect of the Pledged Collateral shall immediately cease upon the Secured Party’s election to exercise its rights hereunder, and upon such election all such voting and other consensual rights shall become vested in the Secured Party and the Secured Party shall thereupon have the sole right to exercise such voting and other consensual rights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Collateral and, any time that an



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Event of Default exists, the Pledgor agrees to execute such other proxies as the Secured Party may reasonably request. The appointment of the Secured Party as proxy is coupled with an interest and shall be valid and irrevocable until the Deferred Contribution has been fully paid in Cash; and

(ii) All rights of the Pledgor to receive and retain any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper, or other Proceeds or property paid or payable with respect to, or on account of, any of the Pledged Collateral shall immediately cease and any such distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper, or other Proceeds or property paid or payable with respect to, or on account of, any of the Pledged Collateral shall be paid to the Secured Party (for application to the Deferred Contribution, with respect to any cash or cash equivalents, or to be held by the Secured Party as additional security for the Deferred Contribution, with respect to any other type of property). Any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other Proceeds or property paid or payable with respect to any of the Pledged Collateral and received by the Pledgor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Secured Party, shall be segregated from other assets (including, in the case of cash or cash equivalents, other funds) of the Pledgor and shall be forthwith paid to the Secured Party (for application to the Deferred Contribution, with respect to any cash or cash equivalents, or to be held by the Secured Party as additional security for the Deferred Contribution, with respect to any other type of property).

8. Secured Party May Perform. If the Pledgor fails to perform any agreement contained herein, then upon the occurrence and during the continuance of an Event of Default, the Secured Party may itself perform, or cause performance of, such agreement at the expense of the Pledgor.

9. Limitation on Duty of Secured Party with Respect to the Pledged Collateral. Beyond the safe custody thereof, the Pledgor agrees that the Secured Party shall have no duties concerning the custody and preservation of any Pledged Collateral in its possession (or in the possession of any agent of the Secured Party) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property. The Secured Party shall not be liable or responsible for any loss or damage to any of the Pledged Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent selected by the Secured Party in good faith. It is expressly agreed that the Secured Party shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral, but the Secured Party may do so.



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10. Remedial Provisions.

(a) Each of the following events shall be an “Event of Default” for purposes of this Agreement:

(i) Any failure to pay in full and in Cash, including a default in the full payment of, the Deferred Contribution to the Secured Party as and when due in accordance with Section 7.3.2 of the Plan; and

(ii) Any failure or omission by the Pledgor to perform, including a default by the Pledgor in the performance of, any of its obligations under this Agreement, which failure or omission continues for a period of fourteen (14) days after the earlier of (A) a senior officer of the Pledgor becoming aware thereof and (B) the receipt of written notice thereof by the Secured Party from the Pledgor.

(b) Upon the occurrence and during the continuance of an Event of Default, the Secured Party and its attorneys may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC and applicable Law, and the Secured Party may also, without demand, advertisement or notice of any kind (other than the notice specified below relating to a public or private sale), sell the Pledged Collateral or any part thereof in one or more portions at one or more public or private sales or dispositions, at any exchange, broker’s board or at any of the Secured Party’s offices (or those of the Secured Party’s attorneys) or elsewhere, for cash, on credit, or for future delivery, at such price or prices and upon such other terms as the Secured Party deems advisable. The Pledgor agrees that, to the extent notice of sale shall be required by Law, at least ten (10) days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification of such matters; provided that no notification need be given to the Pledgor if it has authenticated after default a statement renouncing or modifying any right to notification of sale or other intended disposition. At any sale of the Pledged Collateral, if permitted by Law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Pledged Collateral or any portion thereof free of any right or equity of redemption in the Pledgor. The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

The Pledgor recognizes that the Secured Party may be unable to effect a public sale of all or part of the Pledged Collateral and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the seller than if sold at public sales and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner, and that the Secured Party shall be under no obligation to delay a sale of any of the Pledged Collateral for



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the period of time necessary to permit the Issuer of such Pledged Collateral to register such securities for public sale under the Securities Act of 1933, or under any other applicable requirement of Law, even if such Issuer would agree to do so. To the extent permitted by Law, the Pledgor hereby specifically waives (and, as applicable, releases) any right or equity of redemption, and any right of stay or appraisal, which the Pledgor has or may have under any Law now existing or hereafter enacted.

The Pledgor acknowledges that the Secured Party shall not be liable for any failure or delay in realizing upon or collecting the Deferred Contribution, or any guaranty thereof or collateral security therefor; and the Pledgor further acknowledges that the Secured Party shall not have any duty to take any action with respect thereto.

11. Security Interest Absolute. To the maximum extent permitted by applicable Law, all rights of the Secured Party, all pledges, Liens, and security interests made or granted hereunder, and all obligations of the Pledgor hereunder shall, upon the effectiveness of this Agreement, in accordance with the terms hereof, be absolute and unconditional irrespective of:

(a) any change in the time, manner, or place of payment of all or part of the Deferred Contribution, or any other amendment or waiver of or any consent to any departure from any of the Plan Documents;

(b) any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of, or consent to departure from, any guaranty for all or part of the Deferred Contribution;

(c) the insolvency of the Pledgor or EnPro; or

(d) any other circumstances that might otherwise constitute a defense available to, or a discharge of, the Pledgor, other than the payment in full and in Cash of the Deferred Contribution.

12. Application of Proceeds. All Proceeds collected by the Secured Party upon any sale, other disposition of, or realization upon any of the Pledged Collateral, together with all other moneys received by the Secured Party hereunder, shall be applied as follows:

(a) first, to payment of the expenses of such sale or other realization, including reasonable compensation to the Secured Party and its agents and counsel, and all expenses, liabilities and advances incurred or made by the Secured Party, its agents and counsel in connection therewith or in connection with the care, safekeeping or otherwise of any or all of the Pledged Collateral;

(b) second, after payment in full of the amounts specified in subsection (a) above, to payment of the Deferred Contribution; and

(c) finally, after payment in full of the amounts specified in subsections (a) and (b) above, any surplus then remaining shall be paid to the Pledgor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.



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The Pledgor shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale or other disposition of the Pledged Collateral pursuant to this Agreement and the amount of the Deferred Contribution. Upon any sale of any Pledged Collateral hereunder by the Secured Party (whether by virtue of the power of sale herein granted, pursuant to judicial proceeding, or otherwise), the receipt of the purchase money or other Proceeds of sale by the Secured Party or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money or other Proceeds of sale paid over to the Secured Party or such officer or be answerable in any way for the misapplication thereof.

13. Termination. This Agreement and the lien and security interest granted hereunder shall terminate and be released, automatically and without the necessity of action on the part of any Entity, when the Deferred Contribution has been paid in full and in Cash, and all rights to the Pledged Collateral shall thereupon revert to the Pledgor. In connection with the foregoing, the Secured Party shall execute and deliver to the Pledgor or its designee any documents or instruments which the Pledgor shall reasonably request from time to time to evidence such termination and release and shall assign, transfer and deliver to the Pledgor, without recourse and without representation or warranty, such of the Pledged Collateral as may then be in the possession of the Secured Party.

14. Binding Effect; Assignments. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, provided that neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other.

15. No Waiver. No failure or delay of the Secured Party of any kind in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No waiver by the Secured Party of any default, Event of Default, or breach of this Agreement shall operate as a waiver of any other default, Event of Default, or breach of this Agreement or of the same default, Event of Default, breach of this Agreement on a future occasion, and no action by the Secured Party hereunder shall in any way affect or impair the Secured Party’s rights and remedies or the obligations of the Pledgor under this Agreement. The rights and remedies of the Secured Party hereunder are cumulative and are not exclusive of any rights or remedies that it would otherwise have. No notice or demand on the Pledgor in any case shall entitle the Pledgor to any other or further notice in similar or other circumstances.

16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of North Carolina (without regard to the conflicts of law provisions thereof).

17. Amendment. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into by the parties hereto.



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18. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.9 of the Plan. All communications and notices hereunder to the Pledgor shall be given to it at its address set forth on Schedule I attached hereto.

19. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, FOR ITSELF, AND ITS SUCCESSORS AND ASSIGNS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

20. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but to the extent any provision of this Agreement is held to be invalid, void, voidable, prohibited, illegal, or unenforceable in any respect under any applicable Law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. The parties hereto further agree to use commercially reasonable efforts to replace such invalid, void, voidable, illegal, unenforceable, or rejected provision of this Agreement with an effective, valid, and enforceable provision that will achieve, to the fullest extent possible, the economic, business, and other purposes of the invalid, void, voidable, prohibited, illegal, unenforceable, or rejected provision.

21. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of a manually executed counterpart of this Agreement.

22. Construction. The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

23. Effectiveness. This Agreement (i) is hereby executed and delivered as of the Effective Date and immediately prior to the Merger, and (ii) shall be effective as of the Effective Date and immediately following the Merger.

(Signatures on following pages)



8681689v8 16576.00015

Signature Page to Pledge Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through their duly authorized representatives as of the day and year first above written.

Pledgor:

NEW COLTEC, INC.

By: Name: Title:

Secured Party:


By: Lewis R. Sifford, Trustee



8681689v8 16576.00015

Exhibit A

Identification of Pledged Securities3

Issuer Class or Other

Description of Pledged Securities

Certificate Number

Number of Pledged

Securities

Total Outstanding

Securities

Percentage of Total

Outstanding Securities Pledged

Garlock Sealing Technologies LLC

50.1%

Garrison Litigation Management Group, Ltd.

Common Stock

50.1%

3 To be completed.



SCHEDULE I

Pledgor Address

[New Coltec, Inc.] 5605 Carnegie Blvd., Suite 500 Charlotte, NC 28209-4674 Attention: General Counsel



Modified Joint Plan - Ex. J


EXHIBIT J

PARENT GUARANTY

THIS PARENT GUARANTY (this “Agreement”), dated as of the Effective Date (as defined in the Plan referred to below), is made by ENPRO INDUSTRIES, INC., a North Carolina corporation (the “Guarantor”), in favor of the GST SETTLEMENT FACILITY, a Delaware statutory trust (the “Asbestos Trust”).

RECITALS

A. Section 7.3.2 of the Joint Plan of Reorganization of Garlock Sealing Technologies LLC, et al. and OldCo, LLC, successor by merger to Coltec Industries Inc (“OldCo”), as initially filed in the United States Bankruptcy Court for the Western District of North Carolina on May 20, 2016 (as amended, supplemented, or otherwise modified from time to time, and together with the exhibits and schedules to the foregoing, as the same may be in effect from time to time, the “Plan”), provides that the Asbestos Trust is to be funded with, among other things, the Deferred Contribution, which shall be paid in full and in Cash to the Asbestos Trust on or before the first anniversary of the Effective Date of the Plan.

B. Section 7.3.2 of the Plan further provides, among other things, that payment of the Deferred Contribution shall be guaranteed by the Guarantor pursuant to the terms of this Agreement, with such guaranty to become effective on the Effective Date immediately after the merger of OldCo into New Coltec, as provided in Section 7.10 of the Plan (the “Merger”).

C. The Guarantor owns all of the issued and outstanding Equity Interests in New Coltec and will obtain benefits as a result of the consummation of the Plan, which benefits are hereby acknowledged, and accordingly desires to execute and deliver this Agreement.

STATEMENT OF AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. All capitalized terms used herein (including, without limitation, in the preamble and recitals hereof) without definition shall have the meanings ascribed to those terms in the Plan. In addition, as used in this Agreement, the following terms shall have the following meanings:

(a) “Governing Documents” means, as to any Entity, its articles or certificates of incorporation and bylaws, its partnership agreement, its certificate of formation and operating agreement, or the organizational or governing documents of such Entity.

(b) “Laws” means, at any time and with reference to any Entity or property, all then existing laws, statutes, codes, treaties, judgments, decrees, injunctions, writs, and orders of any Governmental Unit, and rules, regulations, ordinances, directives, orders,



2

licenses, and permits of any Governmental Unit applicable to such Entity or its property or in respect of its operations or to any referenced circumstances or events.

(c) “Proceeding” means, with respect to any Entity, any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers, or any other proceeding for the liquidation or other winding up of such Entity or all or substantially all of the properties of such Entity.

2. Rules of Interpretation.

(a) All terms defined in this Agreement in the singular form shall have comparable meanings when used in the plural form, and vice versa.

(b) Whenever the context may require, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the other genders.

(c) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d) Any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified.

(e) All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall otherwise require.

(f) The headings of the various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.

(g) Unless otherwise provided herein, the rules of construction set forth in Section 102 of the Bankruptcy Code shall apply.

3. Guarantee. Effective as of the Effective Date and immediately following the Merger, the Guarantor hereby guarantees, as a primary obligor and not merely as a surety, the full and prompt payment when due of the Deferred Contribution to the Asbestos Trust in accordance with Section 7.3.2 of the Plan.

4. Waivers. With respect to the Deferred Contribution, the Guarantor hereby waives, to the fullest extent permitted by applicable Law, (a) acceptance, promptness, diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of New Coltec, protest or notice, all setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of payment, notices of dishonor and notices of acceptance of this Agreement or any of the other Plan Documents (and shall not require that the same be made on or given to OldCo or New Coltec as a condition to the



3

Guarantor’s obligations hereunder); (b) any defense arising by reason of any disability or other defense of OldCo or New Coltec, or the cessation for any reason whatsoever (including any act or omission of the Asbestos Trust or any other Entity) of the liability of OldCo or New Coltec; (c) any right to proceed against OldCo or New Coltec, proceed against or exhaust any security for the Deferred Contribution, or pursue any other remedy in the power of the Asbestos Trust whatsoever; (d) any benefit of and any right to participate in any security now or hereafter securing the Deferred Contribution; (e) the benefits of all statutes of limitation; and (f) all other demands and defenses whatsoever, other than payment in full of the Deferred Contribution. To the fullest extent permitted by applicable Law, the obligations of the Guarantor hereunder shall not be affected by (i) the failure of the Asbestos Trust to assert any claim or demand or to enforce or exercise any right or remedy under the provisions of the Asbestos Trust Agreement, the Plan, any other Plan Document, or otherwise; (ii) any waiver, amendment, or modification of any of the terms or provisions of the Asbestos Trust Agreement, the Plan, or any other Plan Document; or (iii) the failure to perfect any security interest in, the release of, or any other action with respect to, any of the security for the Deferred Contribution held by or on behalf of the Asbestos Trust.

5. Absolute Guarantee of Payment and Performance. The Guarantor agrees that this Agreement is an absolute and unconditional guarantee of payment and performance and is not merely a surety or guarantee of collection, and the Guarantor waives any right to require that any resort be had by the Asbestos Trust to any of the security held for payment of the Deferred Contribution. The Guarantor further agrees that the Guarantor and New Coltec are jointly and severally liable for the Deferred Contribution, which liability is a continuing, absolute, and unconditional obligation of payment or performance, as the case may be, regardless of the solvency or insolvency of New Coltec or the Guarantor at any time.

6. Payments.

(a) In furtherance of the foregoing and not in limitation of any other right that the Asbestos Trust has at law or in equity against the Guarantor by virtue hereof, upon the failure of New Coltec to pay the Deferred Contribution in full and in Cash when and as the same shall become due in accordance with Section 7.3.2 of the Plan, the Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Asbestos Trust, in Cash the amount of the unpaid Deferred Contribution within five (5) Business Days after New Coltec’s failure to pay.

(b) All payments made by the Guarantor pursuant to this Agreement shall be made in lawful currency of the United States of America by wire transfer of immediately available funds to the Asbestos Trust in accordance with wire transfer instructions as are provided by the Asbestos Trust to the Guarantor in writing from time to time.

(c) Upon payment by the Guarantor of any sums to the Asbestos Trust, all rights of the Guarantor against New Coltec arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity, or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full and in Cash of the Deferred Contribution.



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7. Representations and Warranties. The Guarantor represents and warrants that the each of the following is true and correct as of the Effective Date, and the Guarantor acknowledges that the Asbestos Trust is relying on each of the following representations and warranties as being true and correct and that the Asbestos Trust’s reliance thereon is reasonable:

(a) The Guarantor is duly organized, validly existing, and in good standing under the Laws of the State of North Carolina; provided, however, with respect to good standing, only to the extent the concept of good standing exists in such jurisdiction of incorporation.

(b) The Guarantor has the corporate power and authority to execute and deliver this Agreement and each other Plan Document to which it is a party. This Agreement and each other Plan Document to which it is a party has been duly authorized by all necessary corporate action of the Guarantor and has been duly executed and delivered by the Guarantor.

(c) This Agreement and each other Plan Document to which the Guarantor is a party is a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally, by the discretion of the court in which enforcement is sought, or by general equitable principles (whether enforcement is sought by proceedings at law or in equity).

(d) The execution, delivery, and performance by the Guarantor of this Agreement and each other Plan Document to which the Guarantor or New Coltec is a party does not (1) conflict with, result in a breach of any of the provisions of, or constitute a default or event of default under (A) the Governing Documents of the Guarantor or New Coltec, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Guarantor or New Coltec is a party or by which the Guarantor or New Coltec may be bound, or to which the Guarantor or New Coltec or any of the properties or assets of the Guarantor or New Coltec may be subject; or (2) violate any statute, rule or regulation, or any judgment, ruling, order, writ, injunction, or decree applicable to the Guarantor or New Coltec or to any of their respective properties or assets.

8. Enforceability of Obligations. The Guarantor hereby agrees that its obligations under this Agreement, including the guarantee made hereunder, shall be enforceable against the Guarantor irrespective of:

(a) the legality, validity, enforceability, avoidance, or subordination of any of the Deferred Contribution or any of the Plan Documents;

(b) any Law, regulation, or order of any jurisdiction, or any other event, affecting the Deferred Contribution or any of the Plan Documents;



5

(c) the absence of any attempt by, or on behalf of, the Asbestos Trust to collect, or to take action to enforce, all or any part of the Deferred Contribution, whether from or against New Coltec or any other Entity;

(d) the election of any remedy available under any of the Plan Documents or applicable Law or in equity by, or on behalf of, the Asbestos Trust with respect to all or any part of the Deferred Contribution;

(e) any change in the corporate existence, structure, or ownership of New Coltec or the Guarantor;

(f) any impairment of the capital of New Coltec or the Guarantor, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting New Coltec, the Guarantor, or their respective assets, or any resulting release or discharge of the Deferred Contribution;

(g) any amendment, waiver, consent, extension, forbearance, or granting of any indulgence by, or on behalf of, the Asbestos Trust with respect to any provision under any Plan Document, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of New Coltec or the Guarantor, including any renewal or extension of the time or change of the manner or place of payment or performance, as the case may be, of the Deferred Contribution;

(h) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims against New Coltec held by the Asbestos Trust for payment or performance, as the case may be, of all or part of the Deferred Contribution;

(i) the existence of any right, claim, counterclaim, or right of setoff, whether arising from or relating to the Deferred Contribution, New Coltec, or otherwise, that the Guarantor may have at any time against New Coltec, the Asbestos Trust, or any other Entity, whether in connection herewith or any unrelated transactions, provided, however, that nothing herein shall prevent the Guarantor from asserting its right against New Coltec in a separate suit or compulsory counterclaim against New Coltec (but not as a defense, cross-claim, counterclaim, or setoff against the Asbestos Trust);

(j) the cessation for any reason of the liability of New Coltec under the Plan Documents or any other circumstance that might otherwise constitute a legal or equitable discharge of New Coltec or the Guarantor; or

(k) any other act or circumstance that might or could be deemed a discharge or modification hereunder other than payment in full and in Cash of the Deferred Contribution.

9. Financial Information. The Guarantor hereby acknowledges that it has adequate means of, and assumes responsibility for, keeping itself informed of the financial condition of New Coltec, including any circumstances bearing upon the risk of nonpayment or nonperformance of the Deferred Contribution, or any part thereof, and the Guarantor hereby



6

agrees that the Asbestos Trust shall have no duty to advise the Guarantor of information known to it regarding any such circumstances. In the event the Asbestos Trust in its reasonable discretion undertakes at any time or from time to time to provide any such information to the Guarantor, the Asbestos Trust shall be under no obligation (a) to undertake any investigation not a part of its regular routine or (b) to disclose any information that the Asbestos Trust, pursuant to its accepted and reasonable practices, wishes to maintain confidential.

10. Default and Remedies.

(a) The Asbestos Trust shall have the right, power, and authority to do all things deemed necessary or advisable to enforce the provisions of this Agreement and protect its rights under the Plan Documents and, upon the occurrence and during the continuance of a default or breach of the terms hereunder, the Asbestos Trust may institute or appear in such appropriate proceedings permitted or not prohibited under this Agreement as the Asbestos Trust shall deem most effectual to protect and enforce its rights hereunder, whether for specific enforcement of any term or provision in this Agreement, or in aid of the exercise of any power granted herein or in any Plan Document, or to enforce any other proper remedy.

(b) Each and every default or breach by the Guarantor under or in respect of this Agreement shall give rise to a separate cause of action hereunder, and separate actions may be brought hereunder as each cause of action arises. For so long as such a default or such a breach is continuing, the Asbestos Trust shall have the right to proceed first and directly against the Guarantor under this Agreement without proceeding against any other Entity (including New Coltec), without exhausting any other remedies that the Asbestos Trust may have, and without resorting to any other security held by the Asbestos Trust to secure the Deferred Contribution.

11. Reinstatement. Notwithstanding any provision herein to the contrary, the Guarantor agrees that, to the extent that any Entity makes a payment or payments to the Asbestos Trust on account of the Deferred Contribution, which payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required or agreed to be repaid or returned by the Asbestos Trust under any Law or in respect of any Proceeding or other litigation to which the Guarantor or the Asbestos Trust is subject, then, to the extent of the amount of such payments, the portion of the Deferred Contribution that has been paid, reduced, or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction, or satisfaction.

12. Termination. Except as provided in Section 11 hereof, the guarantee made hereunder shall terminate, automatically and without the necessity of action on the part of any Entity, when the Deferred Contribution has been paid in full and in Cash to the Asbestos Trust. In connection with the foregoing, the Asbestos Trustee shall execute and deliver to the Guarantor or its designee any documents or instruments which the Guarantor shall reasonably request from time to time to evidence such termination and release.

13. Binding Effect; Assignments. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, provided



7

that neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other.

14. No Waiver. No failure or delay of the Asbestos Trust of any kind in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No waiver by the Asbestos Trust of any default, event of default, or breach of this Agreement shall operate as a waiver of any other default, event of default, or breach of this Agreement or of the same default, event of default, or breach of this Agreement on a future occasion, and no action by the Asbestos Trust permitted hereunder shall in any way affect or impair the Asbestos Trust’s rights and remedies or the obligations of the Guarantor under this Agreement. The rights and remedies of the Asbestos Trust hereunder are cumulative and are not exclusive of any rights or remedies that it would otherwise have. No notice or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice in similar or other circumstances.

15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of North Carolina.

16. Amendment. Neither this Agreement nor any provision hereof may be waived, amended, or modified, except pursuant to a written agreement executed and delivered by the parties hereto.

17. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, FOR ITSELF, AND ITS SUCCESSORS AND ASSIGNS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

18. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.9 of the Plan. All communications and notices hereunder to the Guarantor shall be given to it at its address set forth on Schedule I attached hereto.

19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but to the extent any provision of this Agreement is held to be invalid, void, voidable, prohibited, illegal, or unenforceable in any respect under any applicable Law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. The parties hereto further agree to use commercially reasonable efforts to replace such invalid, void, voidable, illegal, unenforceable, or rejected provision of this Agreement with an effective, valid, and enforceable provision that will



8

achieve, to the fullest extent possible, the economic, business, and other purposes of the invalid, void, voidable, prohibited, illegal, unenforceable, or rejected provision.

20. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together, when delivered, constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of a manually executed counterpart of this Agreement.

21. Effectiveness. This Agreement (i) is hereby executed and delivered as of the Effective Date and immediately prior to the Merger, and (ii) shall be effective as of the Effective Date and immediately following the Merger.

(Signatures on following pages)



Signature Page to Parent Guaranty

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through their duly authorized representatives as of the day and year first above written.

Guarantor:

ENPRO INDUSTRIES, INC.

By: Name: Title:

Acknowledged and Accepted:


Lewis R. Sifford, as Trustee



SCHEDULE I

Guarantor Address

EnPro Industries, Inc. 5605 Carnegie Blvd., Suite 500 Charlotte, NC 28209-4674 Attention: General Counsel



Modified Joint Plan - Ex. K


8745056v1

FORM OF ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a) and 57D-9-42, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities. 1. The name of the surviving entity is New Coltec, Inc., a corporation organized under the laws of the

State of North Carolina. 2. The address of the surviving entity is:

Street Address: 5605 Carnegie Blvd, Suite 500 City: Charlotte State: North Carolina Zip Code: 28209-4674 County: Mecklenburg

3. The name of the merged entity is OldCo, LLC, a limited liability company organized under the laws of the State of North Carolina.

4. The mailing address of the merging entity is: Street Address: 5605 Carnegie Blvd, Suite 500 City: Charlotte State: North Carolina Zip Code: 28209-4674 County: Mecklenburg

5. The text of the amendment to the Articles of Incorporation of the surviving entity, as set forth within

the Plan of Merger, is as follows:

Article 1 of the Articles of Incorporation is amended to read as follows: 1. The name of the corporation is Coltec Industries, Inc.

6. A Plan of Merger has been duly approved in the manner required by law by each of the business

entities participating in the merger.

7. These articles will be effective at 12:02 a.m. on ________ __, 20___.* This the ____ day of ________________, 20______. NEW COLTEC, INC.

____________________________________ Signature

____________________________________ Type or Print Name and Title

__________________________ * Such date to be the Effective Date.

Modified Joint Plan - Ex. K


EXHIBIT 2



Term Sheet for Permanent Resolution of All Present and FutureGST Asbestos Claims and Coltec Asbestos Claims

This Term Sheet sets forth the fundamental terms of a settlement between EnPro Industries, Inc.,(“EnPro”); Garlock Sealing Technologies LLC (“GST”); Garrison Litigation Management Group,Ltd. (“GLM”); Coltec Industries Inc (“Coltec”); The Anchor Packing Company (“Anchor”); theOfficial Committee of Asbestos Personal Injury Claimants (the “Garlock Committee”); JosephW. Grier, III as Future Asbestos Claimants’ Representative (the “Garlock Future Claimants’Representative”); the ad hoc committee of persons holding asbestos personal injury claimsagainst Coltec (the “Ad Hoc Coltec Committee”); and Joseph W. Grier, III as ad hoc futureasbestos claimants’ representative for Coltec asbestos claimants (the “Ad Hoc Coltec FutureClaimants’ Representative”) (individually referred to herein as a “Party” and collectively as the“Parties”).

GST, GLM, Anchor, and Coltec are referred to collectively as “Debtors.” Unless defined in thisTerm Sheet or Attachment A to this Term Sheet, capitalized terms shall have the meanings givenin title 11 of the United States Code (the “Bankruptcy Code”).

To implement the settlement, Coltec will file a chapter 11 case in the United States BankruptcyCourt for the Western District of North Carolina (the “Bankruptcy Court”) that will be jointlyadministered with the GST, GLM, and Anchor cases. Prior to filing, Coltec will undergo acorporate restructuring substantially to the effect as described in Attachment B (the “ColtecRestructuring”). The Parties have reviewed the rationale for the Coltec Restructuring and itsrelationship to the goals of this settlement and agree that the Coltec Restructuring is an appropriateand necessary step to facilitate the implementation of the agreements contained herein and is notbeing undertaken in order to delay or hinder the resolution of claims against the Debtors.

The settlement will be incorporated into a plan of reorganization or plans of reorganization (ineither case, “Plan”), which will be subject to approval of the Bankruptcy Court and the UnitedStates District Court for the Western District of North Carolina (the “District Court”). The Planwill be jointly proposed by the Debtors, the Garlock Committee, the Garlock Future Claimants’Representative, the Ad Hoc Coltec Committee, and a court-appointed representative for personswho may, subsequent to confirmation of the plans of reorganization, hold asbestos claims againstColtec. Debtors, the Garlock Committee, the Garlock Future Claimants’ Representative, the AdHoc Coltec Committee, and the Ad Hoc Coltec Future Claimants’ Representative will supportappointment by the Bankruptcy Court of Mr. Grier as the future claimants’ representative for allfuture Garlock and Coltec asbestos claimants (referred to thereafter as “Garlock FutureClaimants’ Representative”). All Parties will also support addition of members of the AdHoc Coltec Committee to the Garlock Committee, and such joint committee shall serve as theOfficial Committee of Asbestos Personal Injury Claimants in the jointly administered cases.

The Plan, once confirmed by the Bankruptcy Court and approved or affirmed by the District Court,will result in a permanent resolution of all Coltec Asbestos Claims and GST Asbestos Claims inaccordance with the terms and provisions of such Plan. The Plan shall also provide for thesettlement, release, waiver, and permanent extinguishment of certain causes of action, claims,demands, and suits that are pending or might otherwise be brought in the future by the Debtors, theReorganized Debtors, or any of their respective Affiliates, predecessors, successors, or assigns, asmore fully set forth below.



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The Plan will provide that Allowed Claims that are not Coltec Asbestos Claims or GSTAsbestos Claims will be paid in full or will be left unimpaired within the meaning of 11 U.S.C.§§ 1124(1) and/or (2). At Coltec’s election, the Parties may solicit acceptance of the Plan fromColtec Asbestos Claimants prior to filing a chapter 11 petition in a pre-packaged plan ofreorganization or promptly after filing a chapter 11 petition in a pre-arranged plan ofreorganization.

The Parties will recommend that asbestos claimants accept and vote in favor of the Plan, andDebtors, EnPro, the Garlock Committee, the Garlock Future Claimants’ Representative, theAd Hoc Coltec Committee, and the Ad Hoc Coltec Future Claimants’ Representative will eachuse their best efforts to (a) prepare the Plan and all related documents that incorporate the termsset forth herein and use the aggregate Funding described below in a way that satisfies therequirements of the Bankruptcy Code, including the requirements of §§ 524(g) and 105(a), and(b) obtain the entry of orders by the Bankruptcy Court and the District Court confirming suchplans and issuing the injunctions described below.

Funding

A trust will be established that satisfies the requirements of the Bankruptcy Code, includingsection 524(g) (the “Trust,” also referred to in attachments as the “Settlement Facility”), toassume sole responsibility for, process, resolve, and pay all present and future Coltec AsbestosClaims and GST Asbestos Claims, in accordance with the terms of the Plan and the Plan-relateddocuments.1

Debtors will make qualified settlement fund contributions to the Trust in the aggregate amount ofU.S.$480 million: $370 million by GST and GLM (or EnPro or one or more of its Affiliates)and $110 million by Coltec (or EnPro or one or more of its Affiliates). The contributions shallbe made as follows:

(1) on the Effective Date, the Debtors (or EnPro or one or more of its Affiliates)shall contribute $400 million in cash;

(2) on the Effective Date, the Debtors (or EnPro or one or more of its Affiliates) willdeliver an option entitling the Trust to purchase for one dollar, on or after the firstanniversary of the Effective Date, EnPro common stock with a trading value equalto $20 million as of the date that such stock is delivered to the Trust or itsRepresentative (“Option”), and such Option will give Debtors the right to call theOption for $20 million in cash on any date prior to the first anniversary of theEffective Date and will give the Trust the right to put the Option for $20 million incash on the day prior to the first anniversary of the Effective Date; and

1 The Parties may agree either to create separate trusts, a single trust, or a single trust with sub-fundsto resolve Coltec Asbestos Claims and GST Asbestos Claims, respectively. For ease of reference, theterm “Trust” refers to both a one-trust or two-trust structure.



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(3) no later than the first anniversary of the Effective Date, the Debtors (or EnPro orone or more of its Affiliates) will pay in full $60 million in cash to the Trust(“Deferred Contribution”).

The Deferred Contribution will be guaranteed by EnPro, and secured by a lien on or securityinterest in 50.1% of the voting equity security interests in each of GST and GLM (“Lien”). TheLien shall be first priority and perfected in a manner such that it will not be rendered subordinateto, or pari passu with, any other lien, security interest, pledge, or other encumbrance or interestprior to the release of the Lien, as provided below. The Debtors will be entitled to prepay all orpart of the Deferred Contribution at any time without penalty. Once the Deferred Contributionhas been paid in cash and in full to the Trust, or otherwise satisfied by agreement of theReorganized Debtors and the Trust, the Lien will be released.

The EnPro common stock delivered to the Trust pursuant to the Option shall be the subject of aneffective registration statement under the Securities Act of 1933, as amended, registering theresale thereof, and shall not be subject to any lien, encumbrance, or restriction that would preventsuch stock from being sold or traded in a public securities market. No “poison pill,” shareholderor stockholder rights plan, or other anti-takeover or takeover defense plan, contract, agreement,instrument, or provision adopted or implemented by EnPro shall apply to or be triggered by theissuance of the Option or upon exercise of the Option by the Trust.

Nothing in the Plan or any Plan-related document will bar or preclude the Reorganized Debtorsand the Trust from negotiating or entering into an agreement that would permit the DeferredContribution to be paid before the first anniversary of the Effective Date, subject to an agreeddiscount rate.

Discharge/Injunctions

The contributions to be made pursuant to the Plan as set forth above shall fully satisfy all ColtecAsbestos Claims and GST Asbestos Claims, and all such Claims shall be enjoined and channeledto the Trust for remedies under the Plan and Plan Documents. In addition, all Coltec AsbestosClaims and GST Asbestos Claims shall be discharged in accordance with 11 U.S.C. § 524(a) tothe fullest extent permitted by law. Debtors will remain wholly owned subsidiaries of EnPro andtheir results of operations will be reconsolidated with those of EnPro for financial reportingpurposes. Pursuant to the Plan, Anchor will be dissolved under the provisions of applicable non-bankruptcy law, and the Parties will not object to such dissolution.

In addition, injunctions will be issued by the Bankruptcy Court under §§ 105(a), 524, and1141(d) and issued or affirmed by the District Court under § 524(g), including the AsbestosChanneling Injunction, channeling all Coltec Asbestos Claims and GST Asbestos Claims,present and future, to the Trust for their remedies under the Plan and permanently protecting, tothe fullest extent permitted by law, Debtors and other Asbestos Protected Persons from anyColtec Asbestos Claims and/or GST Asbestos Claims, present or future.

For the avoidance of doubt, notwithstanding anything to the contrary in this Term Sheet or anyof its attachments, the Plan will not treat, and the injunctions provided for under the Plan,including the Asbestos Channeling Injunction described below, will not enjoin and channel to the



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Trust, any liability or obligation not derived from that of a Debtor, including for example anyindependent liability or obligation of a non-Debtor Entity that did not become an Affiliate of,successor of, merger partner of, or transferor of assets to, a Debtor before such Debtor’s PetitionDate.

The Plan will also provide for the resolution and extinguishment of all claims arising under orthat could be asserted under any of the avoidance powers in chapter 5 of the Bankruptcy Code,including without limitation claims assertable under 11 U.S.C. § 544.

On and after the Effective Date, the Trust will defend, indemnify, and hold harmless Debtors andother Asbestos Protected Persons from any and all losses, including, without limitation,attorney’s fees and expenses, that are based on, arise from, or are attributable to any ColtecAsbestos Claim or GST Asbestos Claim; provided, however, that the Trust will have no duty todefend, indemnify, and hold harmless Debtors and other Asbestos Protected Persons from anysuch losses that are based on, arise from, or are attributable to any Foreign Asbestos Claim,unless the Foreign Asbestos Claim is filed, asserted, or sought to be enforced in or before anycourt or tribunal within the judicial system of the United States.

Asbestos Channeling Injunction

In order to supplement, where necessary, the injunctive effect of the discharge provided byBankruptcy Code §§ 1141, 524(a), and 105, pursuant to the exercise of the equitable jurisdictionand power of the Court under Bankruptcy Code § 524(g), the confirmation order shall providefor issuance of the Asbestos Channeling Injunction to take effect on the Effective Date.

On and after the Effective Date, the sole recourse of the holder of a Coltec Asbestos Claim orGST Asbestos Claim shall be to the Trust pursuant to the provisions of the Asbestos ChannelingInjunction and the claims resolution procedures, and such holder shall have no right whatsoeverat any time to assert its Coltec Asbestos Claim or GST Asbestos Claim against the Debtors,Reorganized Debtors, any other Asbestos Protected Person, or any property or interest (includingany distributions made pursuant to the Plan) in property of the Debtors, the Reorganized Debtors,or any other Asbestos Protected Person. Without limiting the foregoing, from and after theEffective Date, the Asbestos Channeling Injunction shall apply to all present and future holdersof Coltec Asbestos Claims and GST Asbestos Claims, and all such holders shall be permanentlyand forever stayed, restrained, and enjoined from taking any and all legal or other actions ormaking any Claim or Demand against any Asbestos Protected Person, or any property or interestin property of any Asbestos Protected Person (including distributions made pursuant to the Plan),for the purpose of, directly or indirectly, claiming, collecting, recovering, or receiving anypayment, recovery, satisfaction, or any other relief whatsoever on, of, or with respect to anyColtec Asbestos Claim or GST Asbestos Claim, other than from the Trust in accordance with theAsbestos Channeling Injunction and pursuant to the claims resolution procedures, including:

a) commencing, conducting, or continuing in any manner, directly or indirectly, any suit,action, or other proceeding (including a judicial, arbitration, administrative, or otherproceeding) in any forum against or affecting any Asbestos Protected Person, or anyproperty or interest in property of any Asbestos Protected Person, on account of anyColtec Asbestos Claim or GST Asbestos Claim;



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b) enforcing, levying, attaching (including any prejudgment attachment), collecting, orotherwise recovering by any means or in any manner, whether directly or indirectly, anyjudgment, award, decree, or other order against any Asbestos Protected Person, or anyproperty or interest in property of any Asbestos Protected Person, on account of anyColtec Asbestos Claim or GST Asbestos Claim;

c) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, anyencumbrance against any Asbestos Protected Person, or any property or interest inproperty of any Asbestos Protected Person, on account of any Coltec Asbestos Claim orGST Asbestos Claim;

d) setting off, seeking reimbursement of, indemnification or contribution from, orsubrogation against, or otherwise recouping in any manner, directly or indirectly, anyamount against any liability owed to any Asbestos Protected Person, or any property orinterest in property of any Asbestos Protected Person, on account of any Coltec AsbestosClaim or GST Asbestos Claim; and

e) proceeding in any other manner with regard to any matter that is subject to resolution bythe Trust in accordance with the Plan and related documents, except in conformity andcompliance with the claims resolution procedures.

Notwithstanding anything to the contrary above or in this Term Sheet or its attachments, theAsbestos Channeling Injunction shall not bar, enjoin, or extinguish (a) the rights of Entities tothe treatment accorded them under the Plan, including the rights of Entities holding ColtecAsbestos Claims and GST Asbestos Claims to assert such Coltec Asbestos Claims and GSTAsbestos Claims in accordance with the claims resolution procedures and (b) any ForeignAsbestos Claim, unless the Foreign Asbestos Claim is filed, asserted, or sought to be enforced inor before any court or tribunal within the judicial system of the United States.

Insurance

Debtors shall retain ownership of all of their rights respecting their insurance policies, includingrights to seek reimbursement for their contributions to the Trust under the Plan. Debtors shallhave the sole right to sue for and compromise claims against insurers and collect for their ownaccount settlements and judgments related to insurance policies. Debtors shall have the authorityto extend to any or all of the insurers, in Debtors’ sole discretion, protection from asbestos claimsunder sections 105(a) and 524(g) and the Garlock Committee, Ad Hoc Coltec Committee,Garlock Future Claimants’ Representative, and Ad Hoc Coltec Future Claimants’ Representativeshall agree that identifying the insurers in the Plan injunctions is appropriate and fair andequitable to present and future asbestos claimants in light of the benefits provided to the Trust bythe Debtors.

There is approximately $80 million in remaining shared insurance available to Coltec, GST andGLM as of January 19, 2016 (defined in the Second Amended Plan as the “Remaining SharedInsurance”). In addition to this coverage, there is some pre-July 1975 Coltec comprehensive



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general liability insurance coverage or pre-July 1975 Coltec commercial general liabilityinsurance coverage (the “Additional Coltec Insurance,” issued by one or more “AdditionalColtec Insurers”) not available to GST. Coltec intends to seek recovery of insurance proceedsand/or contribution payments from the Additional Coltec Insurers and/or successors.

Coltec’s recoveries from any Additional Coltec Insurer and/or from any successor on account ofthe Additional Coltec Insurance will be allocated between the Trust and Coltec as follows:Coltec shall retain all recoveries up to the first $25 million and fifty percent (50%) of recoveriesin excess of the first $25 million and shall contribute to the Trust (or have contributed directly tothe Trust) fifty percent (50%) of recoveries in excess of the first $25 million.

In order to facilitate the collection of insurance and to satisfy obligations under insurancefunding and settlement agreements, the confirmed Plan and the Trust agreement shall containprovisions requiring the Trust to provide Debtors or any asbestos insurer promptly upon requestwith access to data and other information reasonably relating to claims submitted to and acceptedand paid by the Trust; provided, however, that data and information so provided shall beprotected by a stipulation, so ordered by the Bankruptcy Court, protecting confidentiality of suchdata and information and restricting the uses thereof to the express purposes recited in thisparagraph. Nothing herein or in the Plan described herein shall excuse the Debtors and EnProfrom timely paying the Deferred Contribution to the Trust based on, arising from, or attributableto (a) any insurer’s refusal to indemnify, reimburse, or pay Debtors or Coltec on account of anyclaim submitted to and accepted and paid by the Trust or (b) the Trust’s alleged failure toproduce, or provide access to, the data and other information described in this paragraph.

Exculpation

The Plan and confirmation order(s) will exculpate the Debtors, Reorganized Debtors, Debtors’Affiliates, the Garlock Committee, the Garlock Future Claimants’ Representative, the Ad HocColtec Committee, the Ad Hoc Coltec Future Claimants’ Representative, the UnsecuredCreditors’ Committee, and all of their respective Representatives (the “Exculpated Parties”)from liability to any entity for any act or omission in connection with the administration andconduct of the chapter 11 cases, except for willful misconduct or lack of good faith; provided,however, that nothing herein or in the Plan shall exculpate, bar, or shield the foregoing personsfrom any Fee Dispute Remedy. In any suit alleging willful misconduct or lack of good faith, thereasonable attorney’s fees and costs of the prevailing party shall be paid by the losing party. ThePlan will request entry of an injunction permanently enjoining commencement or continuation inany manner, any suit, action, or other proceeding, on account of or respecting any claim,obligation, debt, right, cause of action, remedy or liability included within this exculpationclause.

Indemnification of Garlock Future Claimants’ Representative

On the Effective Date, the Trust shall assume the Debtors’ indemnification obligations to theIndemnified Parties identified in paragraph 5 of the Bankruptcy Court’s Order Granting Debtors’Motion for Appointment of Joseph W. Grier, III as Future Asbestos Claimants’ Representative



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(Docket No. 512), entered September 16, 2010, and upon such assumption the Debtors will bereleased of such obligations.

Settlement and Release of Certain Claims

The Plan shall release, waive, and permanently extinguish the rights, if any, of the Debtors,Reorganized Debtors, their Affiliates, predecessors, successors, and assigns to file or assert in thefuture any GST Recovery Action. With respect to the pending GST Recovery Actions, the Planwill incorporate a motion to approve the settlement of such actions pursuant to which suchactions and any claims, counterclaims, or countersuits the respective parties asserted or couldhave asserted therein shall be dismissed with prejudice in exchange for mutual general releasesand mutual waivers of costs and attorneys’ fees, contingent upon final order(s) confirming thePlan and effective upon delivery of GST Recovery Action Settlement Packages by plaintiffsGST and GLM and by the respective defendants therein. Upon execution of this Term Sheet, theparties to the pending GST Recovery Actions shall promptly advise the District Court andBankruptcy Court (as applicable) that all claims in such actions are subject to settlement underthe Plan, and jointly move the District Court and Bankruptcy Court (as applicable) to stay allproceedings in such actions pending entry of final order(s) confirming the Plan and dismissal ofthe GST Recovery Actions. Pending entry of final confirmation order(s) and dismissal of theGST Recovery Actions, Debtors agree to seek to enforce the stay once it is in place, and tooppose any new intervention motions or lift-stay requests by third persons. In the event acondition to confirmation fails to occur and is not waived, the Bankruptcy Court declines toconfirm the Plan, or confirmation is overturned on appeal, the stay will terminate andproceedings shall re-commence in the GST Recovery Actions, and the parties thereto shall berestored to the status quo as it existed before the stay took effect.

Debtors, the Garlock Committee, the Ad Hoc Coltec Committee, and EnPro acknowledge that(1) the defendants in the pending GST Recovery Actions have been represented by theirrespective independent counsel in connection with the proposed resolution of the pending GSTRecovery Actions; (2) the Plan funding negotiated by the Parties has not been, and shall not be,reduced in respect of those proposed resolutions; and (3) the settlement of the GST RecoveryActions as part of the comprehensive settlement set forth in this Term Sheet is necessary in orderfor the Plan to be confirmed and succeed and therefore is in the best interests of the Debtors,their bankruptcy estates, and present and future asbestos claimants.

Claims Resolution Procedures

The claims resolution procedures (“CRP”) agreed to by and among the Parties are attachedhereto and incorporated herein as Attachment C.

Cooperation Agreement

On the Effective Date, the Debtors and the trustee of the Trust (“Trustee”) shall execute thecooperation agreement substantially in the form of, and incorporated herein as, Attachment D.Prior to the Effective Date, the person designated as the Trustee will have an opportunity to



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review the cooperation agreement and to propose any amendments thereto, which will beconsidered by the Parties.

Settlement Facility Agreement

On the Effective Date, the Debtors, the Trustee, the Delaware Trustee, the Claimant AdvisoryCommittee, and the Garlock Future Claimants’ Representative shall execute the trust andsettlement facility agreement substantially in the form of, and incorporated herein as,Attachment E. Prior to the Effective Date, the person designated as the Trustee will have anopportunity to review the settlement facility agreement and to propose any amendments thereto,which will be considered by the Parties.

Trustee

The Trustee will be Lewis R. Sifford. Promptly after the Plan receives the necessary affirmativevote for confirmation, the Parties shall seek authority from the Bankruptcy Court for (a) theTrustee to engage in pre-Effective Date administrative activities to prepare for the formation andoperation of the Trust and (b) the Debtors to compensate the Trustee for such pre-Effective Dateactivities.

Maximum Settlement Values and Medical Information Factors

The Maximum Settlement Values and Medical Information Factors have not been finalized,either for disclosure statement purposes or otherwise and therefore appear in brackets in theattached CRP. The Parties, however, will agree on preliminary Maximum Settlement Values andMedical Information Factors for disclosure statement purposes, giving consideration to therequirements of Section 2.3 of the CRP. In determining preliminary Maximum SettlementValues and Medical Information Factors, the Parties, to the fullest extent provided by any Ordersentered by the Bankruptcy Court, shall have access to and may rely upon, among other things,the Debtors’ various claims databases, including information provided in response to eachAsbestos Claims Bar Date, the Settled Claims Bar Date, and the Debtors’ questionnaires, and theforecasting models and estimates of the Debtors, the Garlock Committee, and the Garlock FutureClaimants’ Representative. Upon establishment of the Settlement Facility, the Trustee shallindependently determine the Maximum Settlement Values and Medical Information Factors asprovided by Section 2.3 of the CRP. The rights of all parties to seek modifications to the OrderGranting in Part and Denying in Part Debtors’ Motion for Leave to Serve Subpoena on ManvilleTrust (Docket No. 4721), or to oppose such modifications, are fully preserved.

Claimant Advisory Committee

On or before the date the Disclosure Statement is finalized, the Garlock Committee and the AdHoc Coltec Committee, in their sole discretion, shall jointly designate the members of theClaimant Advisory Committee to the Trust.

Solicitation and Voting



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The procedures for solicitation and voting on the Plan and the form and substance of the ballotsto be used in such solicitation and voting shall be subject to the approval of each of the Parties,which approval shall not be unreasonably withheld. The Parties are Plan proponents and haveconsented to this Term Sheet. As such, the Garlock Future Claimants’ Representative and theAd Hoc Coltec Future Claimants’ Representative do not assert a need for them to cast a ballot orvote on the Plan. The question of whether a future claimants’ representative has the legalcapacity or authority to vote on a plan has been disputed by cross-motions for summaryjudgment in prior proceedings relating to a previous plan. Those motions, as well as cross-motions for summary judgment on questions of impairment and confirmation of a non-524(g)plan shall be withdrawn subject to the mutual right to refile them if the Plan is not confirmed ordoes not go effective following entry of a final non-appealable order confirming the Plan. TheParties’ agreement to proceed in this fashion with respect to the Plan contemplated by this TermSheet is not intended as an admission or concession by any Party, nor as precedent binding inany other context.

Conditions

Confirmation of the Plan and the occurrence of the Effective Date will be subject to thefollowing conditions:

This Term Sheet will have been implemented by a complete set of plan documents,including the Plan, approved by each of the Parties, which approval shall not beunreasonably withheld.

The Bankruptcy Court will have entered, and the District Court will have issued oraffirmed, findings of facts and conclusions of law and orders confirming the Plan andgranting the injunctions described in this Term Sheet, including the Asbestos ChannelingInjunction; provided, however, that the Plan will not be confirmed unless the BankruptcyCourt and District Court are satisfied that (1) the Garlock Future Claimants’Representative and Ad Hoc Coltec Future Claimants’ Representative have adequatelyrepresented the collective interests of holders of future GST Asbestos Claims and futureColtec Asbestos Claims, and (2) the Garlock Future Claimants’ Representative, the AdHoc Coltec Future Claimants’ Representative, the Garlock Committee and its members,and the Ad Hoc Coltec Committee and its members (before and after merger with theGarlock Committee) have each fulfilled their responsibilities and fiduciary duties to theirrespective constituencies in connection with the Plan. Notwithstanding the foregoing, thefindings, conclusions, and orders shall be in form and substance reasonably satisfactoryto the Parties, and, unless waived by the Parties, such orders will have become final andunappealable.

Unless waived in writing by Debtors and EnPro, confirmation of the Plan and the occurrence ofthe Effective Date will also be subject to the following conditions:

EnPro and Debtors will have obtained such amendments, consents and waivers as may benecessary under any agreements binding on them or any subsidiary to permit thetransactions and actions contemplated by the Term Sheet.



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(1) Debtors, EnPro, and Garlock of Canada Ltd shall have entered into a writtenagreement with the Canadian provincial workers' compensation boards (the “ProvincialBoards”) resolving all remedies the Provincial Boards may possess under Canadian lawor in the United States under U.S. law against Garlock of Canada Ltd, Debtors, or anyAffiliate of Debtors and providing that the Provincial Boards shall deliver releases for allpending asbestos-related claims and a covenant not to bring suit or otherwise seekrecovery in the future from Garlock of Canada Ltd, GST, Coltec, EnPro, the Trust, or anyof Debtors’ or EnPro’s other Affiliates for any present or future asbestos-related claim;(2) Debtors shall have moved for entry of an order that approves such agreement andshall have given parties in interest, including the Garlock Future Claimants’Representative, notice and an opportunity to object to such motion, and notwithstandinganything to the contrary in this Term Sheet, all rights of all persons with respect to suchmotion are preserved, (3) the Bankruptcy Court shall have entered an order that eitherapproves such agreement or concludes that bankruptcy court approval is not necessaryand such order shall have become a final order; and (4) the parties to such agreementshall consummate such agreement on the Effective Date.

EnPro shall have received a private letter ruling from the IRS recognizing the Trust(s) as“designated settlement funds” or “qualified settlement funds” under section 468B of theInternal Revenue Code, and any related regulations (or, if such a ruling is not available, alegal opinion satisfactory in form and substance to EnPro that the IRS will so recognizethe Trust).

The Parties reserve the right to add, by written agreement signed by all the Parties, other andfurther conditions to confirmation or to the occurrence of the Effective Date.

Amendments

The provisions hereof and the attachments hereto may be modified with the written consent of allParties.

Confidentiality

The Parties and their respective members, lawyers, professionals, agents and Representativesshall keep this Term Sheet and the settlement agreement embodied herein confidential until afterEnPro issues a written public announcement of the settlement described in this Term Sheet.

Counterparts

This Term Sheet may be executed in any number of counterparts and by different Parties onseparate counterparts (including by facsimile or portable document format (pdf)), and each suchcounterpart shall be deemed to be an original, but all such counterparts shall together constituteone and the same instrument.

Preservation of Parties’ Rights



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If the Bankruptcy Court declines to confirm the Plan, or if the Effective Date fails to occur forany other reason, the rights and arguments of all Parties, creditors, and interest holders are fullypreserved.

[Signatures of the Parties appear on the following pages]



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Attachment A to Term SheetDefinitions

The following definitions apply to the foregoing Term Sheet:

1. “Affiliate” means as to any specified Entity: (i) any other Entity that, directly orindirectly through one or more intermediaries or otherwise, controls, is controlled by, oris under common control with, the specified Entity, and (ii) any Entity that is an“affiliate” (within the meaning of Bankruptcy Code § 101(2)) of the specified Entity. Asused in clause (i) of this definition, “control” shall include the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies ofan Entity (whether through ownership of stock of that Entity, by contract, or otherwise).

2. “Asbestos Channeling Injunction” means the order(s) issued or affirmed by the DistrictCourt, in accordance with and pursuant to Bankruptcy Code §§ 524(g) and 105(a),permanently and forever staying, restraining, and enjoining any Entity from taking anyaction against any Asbestos Protected Person for the purpose of, directly or indirectly,collecting, recovering, or receiving payment of, on, or with respect to any ColtecAsbestos Claims or GST Asbestos Claims, all of which shall be channeled to the Trustfor resolution as set forth in the claims resolution procedures (other than actions broughtto enforce any right or obligation under the Plan or any agreement or instrument betweenthe Debtors or reorganized Debtors, on the one hand, and the Trust, on the other hand,entered into pursuant to the Plan). The Asbestos Channeling Injunction is furtherdescribed in the Term Sheet.

3. “Asbestos Protected Person” means any of the following:

(a) the Debtors;


(c) any current or former Affiliate of each of the Debtors or Reorganized Debtors;

(d) any Entity that, pursuant to the Plan or otherwise on or after the Effective Date,becomes a direct or indirect transferee of, or successor to, any of the Debtors, theReorganized Debtors, the Affiliates, or any of their respective assets, to the extentthat any liability is asserted to exist as a result of its becoming such a transferee orsuccessor;

(e) any Entity that is alleged to be directly or indirectly liable for a GST AsbestosClaim or a Coltec Asbestos Claim by reason of such Entity's (i) ownership of afinancial interest in a Debtor, a past or present Affiliate of a Debtor, or apredecessor in interest of a Debtor, (ii) involvement in the management of aDebtor or a predecessor in interest of a Debtor, or service as an officer, director oremployee of a Debtor or a related party within the meaning of section 524(g), or(iii) involvement in a transaction changing the corporate structure, or in a loan orother financial transaction affecting the financial condition, of a Debtor or arelated party within the meaning of section 524(g), including but not limited toinvolvement in the Coltec Restructuring;



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(f) any Entity that makes a loan to any of the Reorganized Debtors, their Affiliates,the Trust, or to a successor to, or transferee of any of the respective assets of, theDebtors, the Reorganized Debtors, their Affiliates, or the Trust, to the extent thatany liability is asserted to exist as a result of its becoming such a lender or to theextent that any encumbrance of assets made in connection with such a loan issought to be invalidated, upset, or impaired, in whole or in part, as a result of itsbeing such a lender;

(g) each future Affiliate of each of the Debtors, the Reorganized Debtors and theAffiliates of the Debtors or the Reorganized Debtors (but, in any case, only to theextent that any liability is asserted to exist as a result of its being or becomingsuch an Affiliate);

(h) any Entity that is alleged to be directly or indirectly liable for a GST AsbestosClaim or Coltec Asbestos Claim by reason of such Entity’s provision of insuranceto a Debtor, predecessor of a Debtor or predecessor of an Affiliate of a Debtor, orAffiliate of a Debtor to the extent the Debtors identify such Entity as an AsbestosProtected Person in the Asbestos Channeling Injunction on or before entry of theAsbestos Channeling Injunction;

(i) each of the Representatives of each of the Debtors, the Reorganized Debtors, andthe Affiliates, but only to the extent that any liability is asserted to exist as a resultof the Representative being, or acting in the capacity as, a Representative; or

(j) Coltec’s Fairbanks Morse Engine division and former Fairbanks Morse Pump andQuincy Compressor divisions and their successor Entities (but, in any case, onlyin their respective capacities as successors) and any other Entity protectable under§ 524(g) who must be protected to afford complete protection from all GSTAsbestos Claims and Coltec Asbestos Claims to Debtors and their Affiliates.[Note: As diligence continues, Debtors reserve right to add and name asAsbestos Protected Persons in the Channeling Injunction other current orformer EnPro Affiliates that qualify for protection under sect. 524(g) and toreference for disclosure purposes any present or former divisions of suchqualifying Affiliates.]

4. “Claim” means a claim (as defined in Bankruptcy Code § 101(5)) against any Entityincluding any right to: (a) payment, whether or not such right is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,legal, equitable, secured or unsecured; or (b) an equitable remedy for breach ofperformance if such breach gives rise to a right to payment, whether or not such right toan equitable remedy is reduced to judgment, liquidated, unliquidated, fixed, contingent,matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

5. “Coltec Asbestos Claim” means a Claim or Demand against Coltec or any AsbestosProtected Person, whether or not such Claim or Demand is reduced to judgment,liquidated, unliquidated, fixed, settled, contingent, matured, unmatured, disputed,



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undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legalbases therefor are known or unknown, whether the disease or condition upon which theclaim is based had manifested, become evident, or been diagnosed before or after theConfirmation Date, and whether in the nature of or sounding in tort, or under contract(including settlement agreements alleged to be enforceable under applicable law),warranty, guarantee, contribution, joint and several liability, subrogation, reimbursement,or indemnity, or any other statute or theory of law, equity, admiralty, or otherwise(including piercing the corporate veil, alter ego, and similar theories), including (i) allrelated claims, debts, rights, remedies, liabilities, or obligations for compensatory(including general, special, proximate, or consequential damages, loss of consortium, lostwages or other opportunities, wrongful death, medical monitoring, or survivorship),punitive or exemplary damages, or costs or expenses, and (ii) all cross-claims,contribution claims, subrogation claims, reimbursement claims, or indemnity claims, ineach case for, based on, arising out of, resulting from, attributable to, or under the laws ofany jurisdiction, by reason of, in whole or in part, directly or indirectly:

(a) death, wrongful death, personal or bodily injury (whether physical, emotional, orotherwise), sickness, illness, ailment, disease, medical monitoring for increasedrisk, fear of or increased risk of any of the foregoing, loss of consortium, lostwages or other opportunities, survivorship, or other personal injuries (whetherphysical, emotional, or otherwise) or other damages (including medical, legal, andother expenses or punitive damages), caused or allegedly caused by, based on orallegedly based on or arising or allegedly arising from or attributable to, directlyor indirectly, in whole or in part, acts, omissions, or conduct of Coltec or anyother Entity for whose products or operations Coltec allegedly has liability or isotherwise liable, including any past or present Affiliate, predecessor, successor, orassign of Coltec; and

(b) the presence of, exposure to, or contact with, at any time, asbestos or any productsor materials containing asbestos that were mined, processed, consumed, used,stored, manufactured, fabricated, constructed, designed, engineered, sold,assembled, supplied, produced, specified, selected, distributed, released,maintained, repaired, purchased, owned, occupied, serviced, removed, replaced,disposed of, installed by, or in any way marketed by, or on behalf of, (i) Coltec, or(ii) any other Entity (including any past or present Affiliate, predecessor,successor, or assign of Coltec) for whose products or operations Coltec allegedlyhas liability or is otherwise liable.

Notwithstanding the foregoing, the term “Coltec Asbestos Claim” does not include anyColtec Workers’ Compensation Claim.

6. “Coltec Workers’ Compensation Claim” means any Claim (a) for benefits under astate-mandated workers’ compensation system, which a past, present, or future employeeof Coltec or its predecessors is receiving, or may in the future have a right to receiveand/or (b) for reimbursement brought by any insurance company or state agency as aresult of payments made by such insurance company or state agency for any statutorybenefit owed (but not paid) by Coltec to such employees under such a system and fees



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and expenses that are incurred and reimbursable under any insurance policies or laws orregulations covering such statutory employee benefit claims. For the avoidance of doubt,Coltec Workers’ Compensation Claims shall not include any right of such employee orany other Entity that exists outside of such state workers’ compensation system.

7. “Confirmation Date” means the date on which the Plan is confirmed.

8. “Demand” means a “demand” as defined in section 524(g)(5) of the Bankruptcy Codeagainst any Entity, including any present or future demand for payment that (a) was not aClaim in the chapter 11 cases prior to the Effective Date; (b) arises out of the same orsimilar conduct or events that gave rise to the Claims addressed by the AsbestosChanneling Injunction; and (c) pursuant to the Plan, shall be dealt with by the Trust.

9. “Effective Date” means the first Business Day after the date on which all of theconditions precedent to the effectiveness of the Plan shall have been satisfied, or waivedby written agreement of the Parties, or, if a stay of the confirmation order(s) is in effecton such date, the first Business Day after the expiration, dissolution, or lifting of suchstay.

10. “Entity” means any person, individual, corporation, company, limited liability company,firm, partnership, association, joint stock company, joint venture, estate, trust, businesstrust, unincorporated organization, any other entity, or any governmental unit or politicalsubdivision thereof.

11. “Fee Dispute Remedy” means (a) any objection to allowance or payment ofcompensation or expenses sought or requested by any professional employed in theDebtors’ chapter 11 cases, including objections to final fee applications; or (b) any claim,motion, or request for reimbursement, penalties, cost-shifting, or sanctions in connectionwith any professional compensation or expenses that are disputed, or for whichdisgorgement is sought, in the Debtors’ chapter 11 cases.

12. “Foreign Asbestos Claim” means a GST Asbestos Claim or a Coltec Asbestos Claimheld or asserted by an Entity that both is not a citizen or permanent resident of the UnitedStates and whose GST Asbestos Claim or Coltec Asbestos Claim is not based on allegedexposure to asbestos in the United States.

13. “GST Asbestos Claim” means a Claim or Demand against GST or any AsbestosProtected Person, whether or not such Claim or Demand is reduced to judgment,liquidated, unliquidated, fixed, settled, contingent, matured, unmatured, disputed,undisputed, legal, equitable, secured, or unsecured, whether or not the facts of or legalbases therefor are known or unknown, whether the disease or condition upon which theClaim or Demand is based had manifested, become evident, or been diagnosed before orafter the Confirmation Date, and whether in the nature of or sounding in tort, or undercontract (including settlement agreements alleged to be enforceable under applicablelaw), warranty, guarantee, contribution, joint and several liability, subrogation,reimbursement, or indemnity, or any other statute or theory of law, equity, admiralty, orotherwise (including piercing the corporate veil, alter ego, and similar theories), including



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(i) all related claims, debts, rights, remedies, liabilities, or obligations for compensatory(including general, special, proximate, or consequential damages, loss of consortium, lostwages or other opportunities, wrongful death, medical monitoring, or survivorship),punitive or exemplary damages, or costs or expenses, and (ii) all cross-claims,contribution claims, subrogation claims, reimbursement claims, or indemnity claims, ineach case for, based on, arising out of, resulting from, attributable to, or under the laws ofany jurisdiction, by reason of, in whole or in part, directly or indirectly:

(a) death, wrongful death, personal or bodily injury (whether physical, emotional, orotherwise), sickness, illness, ailment, disease, medical monitoring for increasedrisk, fear of or increased risk of any of the foregoing, loss of consortium, lostwages or other opportunities, survivorship, or other personal injuries (whetherphysical, emotional, or otherwise) or other damages (including medical, legal, andother expenses or punitive damages), caused or allegedly caused by, based on orallegedly based on or arising or allegedly arising from or attributable to, directlyor indirectly, in whole or in part, acts, omissions, or conduct of GST or GLM orany other Entity for whose products or operations GST or GLM allegedly hasliability or is otherwise liable, including any past or present Affiliate, predecessor,successor, or assign of GST or GLM; and

(b) the presence of, exposure to, or contact with, at any time, asbestos or any productsor materials containing asbestos that were mined, processed, consumed, used,stored, manufactured, fabricated, constructed, designed, engineered, sold,assembled, supplied, produced, specified, selected, distributed, released,maintained, repaired, purchased, owned, occupied, serviced, removed, replaced,disposed of, installed by, or in any way marketed by, or on behalf of, (i) GST, (ii)GLM, or (iii) any other Entity (including any past or present Affiliate,predecessor, successor, or assign of GST or GLM) for whose products oroperations GST or GLM allegedly has liability or is otherwise liable.

Notwithstanding the foregoing, the term “GST Asbestos Claim” does not include anyGST Workers’ Compensation Claim.

14. “GST Recovery Action” means any cause of action, claim, demand, or suit by Coltec,GST, GLM, or any of their respective Affiliates, predecessors, successors, or assignsagainst (a) attorneys or law firms representing, or who have represented, holders ofasbestos-related claims, or (b) such holders of asbestos-related claims, which cause ofaction, claim, demand, or suit is based on, arises from, results from, or is attributable toany acts, omissions, or conduct by such attorneys, law firms, or holders, in connectionwith an action or suit to recover compensatory damages or other remedies for allegedasbestos-related injury or wrongful death before the Confirmation Date.

15. “GST Recovery Action Settlement Package” means the documents necessary toimplement settlement of the pending GST Recovery Actions, which shall be reasonablyagreeable to the plaintiffs and defendants in form and substance, and shall includewithout limitation (a) broad mutual releases extinguishing all the parties’ respectiveclaims, counterclaims, and countersuits against each other, asserted or unasserted



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(including any claims by or against the parties’ respective affiliates, predecessors,successors, or assigns), and including without limitation releases of each party’srespective officers, directors, employees, lawyers (including corporate and outsidecounsel, past and present, specifically including David Glaspy and John Turlik), experts,witnesses, representatives, agents, successors and assigns and all other AsbestosProtected Persons; (b) stipulations of dismissals with prejudice by all parties; and (c)mutual non-disparagement agreements that will prohibit disparagement of each party andeach party’s respective officers, directors, employees, lawyers (including corporate andoutside counsel, past and present, and specifically including David Glaspy and JohnTurlik), experts, witnesses, agents, and representatives.

16. “GST Workers’ Compensation Claim” means any Claim (a) for benefits under a state-mandated workers’ compensation system, which a past, present, or future employee ofGST or GLM or their predecessors is receiving, or may in the future have a right toreceive and/or (b) for reimbursement brought by any insurance company or state agencyas a result of payments made by such insurance company or state agency for the statutorybenefit owed (but not paid) by GST or GLM to such employees under such a system andfees and expenses that are incurred and reimbursable under any insurance policies or lawsor regulations covering such statutory employee benefit claims. For the avoidance ofdoubt, “GST Workers’ Compensation Claim” shall not include any right of suchemployee or any other Entity that exists outside of such state workers’ compensationsystem.

17. “Petition Date” means (a) as to GST and GLM, June 5, 2010, and (b) as to Coltec, thedate on which it files its plan of reorganization contemplated by the Term Sheet.

18. “Reorganized Debtor” means any of GST, GLM, or Coltec from and after the EffectiveDate.

19. “Representatives” means with respect to any Entity, the past, present or futuremanagers, directors, members, trustees, officers, employees, accountants (includingindependent registered public accountants), advisors, attorneys, consultants, or otheragents of that Entity, or any other representatives or professionals of that Entity or of anyof those directors, members, trustees, officers, employees, accountants (includingindependent registered public accountants), advisors, attorneys, consultants, or otheragents.

20. “United States” means the United States of America and its political subdivisions,including states, territories, commonwealths, possessions, and now-existing compacts offree association (namely, those with the Federated States of Micronesia, the MarshallIslands, and Palau), as well as all ships and vessels of the United States Navy, the UnitedStates Coast Guard, or any other branch of the armed services of the United States ofAmerica.



EXHIBIT 3



Garlock Sealing Technologies, LLC Historical ProjectedHistorical Operating Results and Management Forecast 12 months ended December 31, 12 months ending December 31,(in thousands of USD) 2013 2014 2015 2016 2017 2018

Revenue 244,808 240,598 217,623 214,700 222,034 229,723 Less: Cost of Revenue (145,339) (146,494) (137,104) (135,261) (139,881) (144,725)

Gross Profit 99,469 94,104 80,519 79,439 82,153 84,998 Adjusted Gross Margin 40.6% 39.1% 37.0% 37.0% 37.0% 37.0%

Less: Selling, General, & Administrative Expenses (43,560) (47,108) (43,919) (44,133) (46,708) (48,825) Less: Asbestos-related Expenses (1) (46,872) (16,938) (26,193) (17,000) (16,000) - Less: Restructuring Costs (385) (1,470) (277) - - -

EBIT 8,652 28,588 10,130 18,306 19,445 36,173 EBIT Margin 3.5% 11.9% 4.7% 8.5% 8.8% 15.7%

Plus: Interest Income, Net 29,657 31,002 32,096 33,938 33,938 33,488 Less: Miscellaneous Income 1,833 (519) 393 1,770 785 -

Pre-tax Income 40,142 59,071 42,619 54,014 54,168 69,661 Less: Provision for Income Taxes (18,697) (72,902) (16,221) (20,255) (20,313) (26,123)

Net Income 21,445 (13,831) 26,398 33,759 33,855 43,538 Net Margin 8.8% -5.7% 12.1% 15.7% 15.2% 19.0%

EBIT 8,652 28,588 10,130 18,306 19,445 36,173 Add: Depreciation and Amortization 5,983 6,371 7,214 6,807 8,106 8,886

EBITDA 14,635 34,959 17,344 25,113 27,551 45,059 EBITDA Margin 6.0% 14.5% 8.0% 11.7% 12.4% 19.6%

Adjustments (2) 47,257 18,408 26,470 17,000 16,000 - Adjusted EBITDA 61,892 53,367 43,814 42,113 43,551 45,059 Adjusted EBITDA Margin 25.3% 22.2% 20.1% 19.6% 19.6% 19.6%

Adjusted EBIT 55,909 46,996 36,600 35,306 35,445 36,173 Adjusted EBIT Margin 22.8% 19.5% 16.8% 16.4% 16.0% 15.7%

Footnotes:(1) Excludes book gain from reduction in asbestos-related liability in 2014 and book loss from increase in asbestos-related liability recorded in 2016.(2) Adjustments made to remove the impact of any asbestos-related expenses or restructuring costs (historical or forecasted).



EXHIBIT 4

Garlock Sealing Technologies LLC

Coltec Industries, Inc. Sole Member

Drake, Christopher Manager

Vaillancourt, Eric A. Manager

Barry, Elizabeth Chief Restructuring Officer and Assistant Treasurer

Drake, Christopher Vice President, Secretary and Treasurer

Vaillancourt, Eric A. President

Devolder, Richard Vice President

Gurnett, Kim Vice President

Howard, Brian Vice President

Lodge, Brad Vice President

Phillips, Danielle Vice President

Garrison Litigation Management

Barry, Elizabeth Director

Drake, Christopher Director

Barry, Elizabeth General Manager, Vice President, Director of Finance, Treasurer and Assistant Secretary

Drake, Christopher Vice President, Secretary, Assistant Treasurer

The Anchor Packing Company

Barry, Elizabeth General Manager, Vice President, Director of Finance, Treasurer and Assistant Secretary

Barry, Elizabeth Director

Drake, Christopher Vice President, Secretary and Assistant Treasurer

Drake, Christopher Director

