thompson -hayward issacharoff declarations

8/14/2019 Thompson -Hayward Issacharoff Declarations

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BRUNE & RICHARD LLPSusan E. BruneTheresa Trzaskoma80 Broad StreetNew York, New York 10004Telephone: (212) 668-1900

Facsimile: (212) 668-0315

-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,A PROFESSIONAL CORPORATIONSander L. Esserman (Admission Pro Hac Vice pending)Andrea L. Niedermeyer (Admission Pro Hac Vice pending)2323 Bryan Street, Suite 2200Dallas, Texas 75201Telephone: (214) 969-4900Facsimile: (214) 969-4999

Proposed Counsel for Samuel Issacharoff in his CapacityAs the Proposed Future Claimants Representative

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------------------In re:

T H AGRICULTURE & NUTRITION, L.L.C.,

Debtor.

---------------------------------------------------------------------------

x:

::::

x

Chapter 11

Case No. 08-14692(REG)

DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OFDEBTORS MOTION FOR AN ORDER APPOINTING A LEGAL REPRESENTATIVE

FOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS

I, Samuel Issacharoff, do declare and say the following:

1. I am over the age of 18 years, and am competent and otherwise qualified to make

this Declaration. Unless otherwise stated in this Declaration, I have personal knowledge of the

facts set forth herein.


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2. I submit this Declaration in support of T H Agriculture & Nutrition, L.L.C.s

(THAN or the Debtor) motion (the Motion)1

for an order pursuant to sections 105(a) and

524(g) of the Bankruptcy Code, appointing a legal representative to represent and protect the

interests of future holders of Asbestos PI Claims (the Future Claimants Representative) on the

terms and conditions set forth in the Motion.

3. I am a graduate of Yale Law School and currently the Bonnie and Richard Reiss

Professor of Constitutional Law at New York University School of Law at 40 Washington

Square South, 411J, New York, New York 10012.

4. I have experience in the field of mass torts, including asbestos-related personal

injury litigation. I am the Reporter on Aggregate (class-action) Litigation for the American Law

Institute, and have represented various constituents, including plaintiffs attorneys, corporations

and insurance companies, in mass tort litigation. I have also published several works with

respect to class action lawsuits and aggregate settlements. A copy of my curriculum vitae is

annexed to this Declaration.

5. Except as otherwise set forth in this Declaration, to the best of my knowledge I do

not have any connection with or any interest adverse to THAN, its creditors, other known

parties-in-interest, including Philips Electronics North America Corporation (PENAC),

THANs corporate parent, and Elementis Group B.V., (or their attorneys or accountants) or the

United States Trustee (or any person employed by the United States Trustee). I believe I am

disinterested, as that term is defined in section 101(14) of the Bankruptcy Code, for the

purpose of serving as the Future Claimants Representative in this chapter 11 case.

1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.


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6. To the best of my knowledge, I have not had any professional association with

any law firms representing potential claimants to the Asbestos PI Trust to be established under

the Debtors proposed Plan in any matter relating to asbestos personal injury liability. The only

exception was my service as special master in the Cimino litigation in the early 1990s. In that

matter, I worked directly for Judge Robert Parker and did not work for any of the plaintiffs

firms.

7. I have been co-counsel in non-asbestos cases on a handful of occasions with the

following law firms that may represent clients who may have claims against the Asbestos PI

Trust to be established under the Debtors proposed Plan in this case: Baron and Budd, P.C.;

Stanley, Mandel & Iola, LLP; and Weitz & Luxenberg, PC. It is possible that some other

plaintiffs firms have been associated in cases in which I have served in some capacity, but I am

not aware of those at present. I have also been an expert witness on behalf of some law firms on

matters pertaining to class certification or attorneys fees in cases unrelated to asbestos.

8. My only prior connection to any asbestos-related bankruptcy matter came in Pope

v. Rice, 04 Civ 4171 (SDNY) in which I represented Joseph F. Rice, Ronald L. Motley and

Motley Rice LLC in a suit brought against them in connection with the Combustion Engineering

asbestos bankruptcy case.

9. The representations described above do not relate to or involve, and will not relate

to or involve, any matter concerning the Debtor in this case or any other matter relating to this

case.

10. In approximately April 2007, THAN asked me to serve as the Future Claimants

Representative in conjunction with the discussions of a potential plan of reorganization for

THAN under chapter 11 of the Bankruptcy Code that would be proposed if THAN was to decide


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at a later stage to seek bankruptcy relief. In connection therewith, THAN asked me to

familiarize myself generally with the insurance, business affairs, assets and liabilities of THAN

and its affiliates and conduct any other due diligence I might deem appropriate in my role as

Future Claimants Representative; and thereafter, to be prepared to negotiate a plan of

reorganization as the Future Claimants Representative should THAN decide to proceed with a

chapter 11 filing.

11. I agreed to so serve and THAN selected me pursuant to an engagement letter

dated April 19, 2007 (the Engagement Letter), a copy of which is attached to the Motion as

Exhibit A. The terms of the Engagement Letter are intended to govern my retention as the

Future Claimants Representative both prior to and, subject to approval by the Court, after the

Commencement Date.

12. Prior to assuming the role of Future Claimants Representative, I had no

association, relationship with, or other connection to THAN or any affiliate of THAN, and have

never represented any plaintiff, defendant or insurer in any asbestos-related litigation against

THAN, PENAC or Elementis, or any of their respective current or former affiliates.

13. In connection with my engagement as Future Claimants Representative, I

selected the law firm of Brune & Richard LLP to serve as my counsel, Sander L. Esserman, Esq.

and his law firm, Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation to serve

as my general bankruptcy counsel, The Claro Group, LLC to serve as my insurance consultant

and Duff & Phelps LLC to serve as my financial consultant. I also retained Hamilton,

Rabinovitz & Alschuler, Inc. (now known as Hamilton, Rabinovitz & Associates, Inc.) to act as

my expert for the purpose of evaluating the Asbestos PI Claims against THAN. Each of the

foregoing named professionals was retained pursuant to separate engagement letters. I have filed


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or will be filing papers to retain each of these professionals in the Debtors bankruptcy case. I

understand that THANs estate will reimburse these professionals directly for their reasonable

fees and expenses incurred in the scope of their employment, subject to any necessary Court

approvals.

14. Pursuant to the Engagement Letter, THAN will, among other things, indemnify

and agree to defend and hold harmless me and my employees and professionals, (the

Indemnified Parties), to the fullest extent authorized by Delaware law, from and against any

losses, claims, damages, or liabilities (or actions in respect thereof) to which any Indemnified

Party may become subject as a result of or in connection with my rendering services related to

my duties as Future Claimants Representative, and will promptly reimburse any Indemnified

Party for all reasonable costs and expenses (including reasonable counsel fees and expenses) as

they are incurred in connection with the investigation of, preparation for or defense arising from

any threatened or pending claim, whether or not such Indemnified Party is a party to the claim

and whether or not such claim, action or proceeding is initiated or brought by, or on behalf of,

THAN. To the extent THAN is unable to satisfy and promptly pay in a timely manner the

foregoing obligations, PENAC agrees that it will be liable under the guarantee or by law, statute

or otherwise. THAN and PENAC will not be obligated to indemnify any Indemnified Party,

however, if it is determined by final judicial order that such partys losses, claims, damages, or

liabilities were caused by fraud, gross negligence or willful misconduct by the Indemnified Party

in performing its obligations set forth under the Engagement Letter.

15. Since my engagement as proposed Future Claimants Representative, my

professionals and I have conducted an investigation concerning the background, nature and

scope of THANs liability for Asbestos PI Claims in order to negotiate a global settlement that


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would be fair and equitable to, among others, the Future Asbestos Claimants. This investigation

has included, among other things, a review of the facts concerning THANs historical

involvement with asbestos; the nature and extent of past and pending asbestos litigation against

THAN, including the types of claims asserted and the legal issues raised; analysis of THANs

assets and liabilities; the projected value of present and future Asbestos PI Claims; and the extent

to which insurance and other THAN assets may be available to satisfy these liabilities in whole

or in part. My professionals and I also examined the potential for recovery by claimants

asserting asbestos-related claims against PENAC, or some other affiliate of THAN, based upon a

variety of legal theories, including derivative liability theories.

16. This analysis included submitting THAN multiple written requests for documents

and information and reviewing the more than 200,000 pages of documents and deposition

transcripts provided by THAN in response thereto. Further, my professionals traveled on several

occasions to THANs document repository in Bonner Springs, Kansas to review additional

materials. On September 14, 2007, my professionals, at my direction, interviewed various

employees of THAN and its affiliates, regarding the financial and corporate tax documents of

THAN and of PENAC. Additionally, THAN, PENAC, and their respective counsel met with me

and my professionals on multiple separate occasions to discuss various issues related to the

Future Asbestos Claimants, including the status of the document review and analysis, claims

valuation, and THANs insurance. My professionals met with THANs counsel to discuss the

prepetition claims review process conducted by Verus Claims Services, LLC.

17. With the assistance of my professionals, I negotiated the terms of the global

settlement embodied in the Plan on behalf of the Future Asbestos Claimants. I believe my


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professionals and I have fulfilled in good faith the responsibility to represent the Future Asbestos

Claimants interests in these negotiations.

18. In connection with my prepetition representation of the Future Asbestos

Claimants, and as provided in the Engagement Letter, I was compensated by THAN at my

current rate of $700.00 per hour plus reimbursement of customary out-of-pocket expenses. As a

condition to serving as Future Claimants Representative, I requested from THAN, and was

provided, a retainer (the Retainer) in the amount of $50,000.00. The Retainer was held as

security for payment of my fees and expenses and does not earn interest. After submitting my

monthly bills to THAN, I satisfied the amounts owing to me from the Retainer. THAN then

replenished the Retainer, and paid to me any additional amounts owing. As of the

Commencement Date, all of my outstanding invoices for services provided through the

Commencement Date have been satisfied. Accordingly, I am not a creditor of the Debtor.

Pursuant to the Engagement Letter, and subject to Court approval, THAN has agreed to

compensate me for my post-petition services at my current standard hourly rate of $700.00 per

hour, subject to upward adjustment at the commencement of each calendar year, plus

reimbursement of customary out-of-pocket expenses.

19. No promises have been made to me regarding compensation in connection with

this case other than as disclosed herein and in the Motion. In accordance with Rule 2016 of the

Federal Rules of Bankruptcy Procedure, I disclose that I have no agreement with any other entity

to share with such entity, any compensation received by me in connection with this case.

20. I will continue to monitor my connections to the Debtor, other creditors, or any

other party-in-interest, their respective attorneys and accountants, the United States Trustee, or

any person employed in the office of the United States Trustee to ensure that no conflicts or


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other disqualifying circumstances exist or arise and will promptly file supplemental disclosures

as needed.

21. As stated, I was a participant on behalf of the Future Asbestos Claimants in the

prepetition negotiation of the global settlement that is reflected in the Plan. Through

participation in the negotiations regarding the terms of the global settlement I have become

familiar with the interests and priorities of the other major constituents in this case: the Debtor,

the Asbestos Claimants Group, and PENAC. I have both the professional qualifications and

case-specific knowledge required to fully and adequately represent the interests of the Future

Asbestos Claimants.

22. I consent to entry of an Order with respect to my appointment as Future

Claimants Representative upon the terms set forth in the Motion and subject to the terms of the

Engagement Letter.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on this 24th day of November, 2008, in Cambridge, Massachusetts.

/s/Samuel IssacharoffSamuel Issacharoff


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SAMUEL ISSACHAROFF

New York University School of Law40 Washington Square SouthNew York, NY 10012(212) 998-6580, Fax: (212) 995-4590email: [email protected]

ACADEMIC EXPERIENCE

New York University School of Law

@ Bonnie and Richard Reiss Professor of Constitutional Law (2005 - )

@ Visiting Professor (2004-2005)

Harvard Law School

@ Samuel Williston Visiting Professor (Fall 2008)

Columbia Law School

@ Harold R. Medina Professor in Procedural Jurisprudence (2001 - 2005)@ Professor (1999 - 2001)@ Visiting Professor (1998-1999)

Oxford University

@ Astor Visiting Lecturer (June 2005)

Tel Aviv University

@ Visiting Professor (May-June 2006)

University of Texas School of Law

@ Joseph D. Jamail Centennial Chair in Law (1998-1999)@ Charles Tilford McCormick Professor in Law (1994-1998)

@ Professor and Preston Shirley Faculty Fellow (1993-94)

@ Assistant Professor (1989-1993)

University of Pennsylvania Law School

@ Lecturer in Law (1986-1989)

Gerzensee Center for Law and Economics, Switzerland

@ Visiting Lecturer on Constitutional Law (May 2008)

Courses Taught: Civil Procedure, Employment Law, Law of Democracy, Constitutional Law,Comparative Constitutional Law, Complex Litigation, Legal Process, Profession of Law


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EDUCATION

Yale Law School, J.D. 1983

@ Editor, Yale Law Journal.

Graduate Center,City University of New York

@ Graduate studies in Labor History (1976-77).@ University Fellowship, l976.

Universite de Paris , l975-76

State University of New York at Binghamton , B.A. 1975@ Major in History.

PROFESSIONAL EXPERIENCE

@ Guerrieri, Edmond & James, Washington, D.C. (1988-1993)Of counsel, handling special litigation for labor law firm. Representing International Associationof Machinists against Eastern Airlines in $1.5 billion RICO action and challenge to corporateasset transfers.

@ Lawyers' Committee for Civil Rights Under Law, Washington, D.C. (l985-1988)Staff attorney with Voting Rights Project (served as Acting Director of Voting Rights Project,1985-86). Conducted voting rights litigation and other civil rights case work throughout the U.S.Served as co-counsel, lead counsel or consultant at all levels of federal practice, from DistrictCourt to U.S. Supreme Court.

@ Kirschner, Walters, Willig, Weinberg & Dempsey, Associate, Phila., PA. (l985)Union labor law practice representing public and private employees in court, arbitrationand administrative proceedings.

@ Lawyers' Committee for International Human Rights (l984)Received J. Roderick MacArthur Fellowship to represent Lawyers' Committee in Argentina andUruguay. Worked with Centro de Estudios Legales y Sociales in Buenos Aires on issuesconcerning transition from dictatorship to civilian government and prosecutions of formermilitary rulers.

@ United States Court of Appeals for the Third Circuit (l983-84)Law Clerk to Honorable Arlin M. Adams.


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PUBLICATIONS

Articles

@ Private Claims, Aggregate Rights. 2008 Supreme Court Rev. ______ (forthcoming 2009).

@ Democracy in Times of War, ___OXFORD J.LEGAL STUDIES _____ (forthcoming 2009).

@ The Constitutional Logic of Campaign Finance Regulation, ___PEPPERDINE.L.REV.______(forthcoming 2009).

@ Will Aggregate Litigation Come to Europe?, ___VANDERBILT L.REV._____(forthcoming2009)(with Geoffrey P. Miller).

@ Meriwether Lewis, the Air Force, and the Surge: The Problem of Constitutional Settlement, 12 LEWIS &CLARK L.REV.649(2008).

@Class Action Settlements Under Attack, 156U.PENN L.REV.1649(2008)(with Richard.A Nagareda).

@ Democracy and Collective Decisionmaking,, 6INTL J.CONSTITUTIONAL LAW 231(2008).

@ Fragile Democracies, 120HARV.L.REV.1405(2007).

@ Protected from Politics: Diminishing Margins of Electoral Competition in U.S. Congressional

Elections, 68OHIO ST.L.REV.1121(2007)(with Jonathan Nagler).

@ Regulating After The Fact, 56DEPAUL L.REV.375(2007).

@ Backdoor Federalization, 53UCLAL.REV.1353(2006)(with Catherine M. Sharkey).

@ Credit Card Accountability, 73UNIV.CHICAGO L.REV.157(2006)(with Erin F. Delaney).

@ Settled Expectations in a World of Unsettled Law, 106COLUM.L.REV.1839(2006).

@ Getting Beyond Kansas, 74UMKCL.REV.613(2006).

@ Law, Rules and Presidential Selection, 120POLITICAL SCIENCE QUARTERLY 113(2005).

@ Collateral Damage: The Endangered Center in American Politics, 46WILLIAM &MARY L.REV.415(2004).

@The American Law of Repose, 23 CIVIL JUSTICE QUARTERLY 324(2004).

@ Where to Draw the Line: Judicial Review of Political Gerrymanders, 153PENN L.REV.541(2004)(with Pamela S. Karlan).

@ The Elusive Search for Constitutional Integrity: A Memorial for John Hart Ely, 57STANFORD L.REV.727(2004).


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@ Is Section 5 of the Voting Rights Act a Victim of Its Own Success?, 105 COLUM.L.REV.1710 (2004).

@ The Inevitability of Aggregate Settlements: An Institutional Account of American Tort Law, 57VANDERBILT L.REV.1571(2004)(with John Fabian Witt).

@ Constitutionalizing Democracy in Fractured Societies, 82TEXAS L.REV.1861 (2004).

@ Constitutionalizing Democracy in Fractured Societies, 58JOURNAL OF INTERNATIONAL AFFAIRS 73(2004)(version of prior entry).

@ Throwing in the Towel: The Constitutional Morass of Campaign Finance, 3ELEC.L.J.259(2004).

@ Owen Fiss and the Warren Court Legacy: Politics, Law, and the Struggle for Equal Protection, 58MIAMI.L.REV.35(2003)(with Pamela S. Karlan).

@ Emergency Contexts Without Emergency Powers: The United States Constitutional Approach to

Rights During Wartime, 2INTL JOURNAL OF CONSTITUTIONAL LAW 296(2004)(with Richard H.Pildes).

@ Between Civil Libertarianism and Executive Unilateralism: An Institutional Process Approach to

Rights During Wartime, 5THEORETICAL INQUIRIES IN LAW 1(2003)(with Richard H.Pildes)(overlaps with prior article).

@ The Enabling Role of Democratic Constitutionalism: Fixed Rules and Some Implications for

Contested Presidential Elections, 81TEX.L.REV. 1985(2003).

@ Regulation for Conservatives: Human Decision Making and the Case for Asymmetric Paternalism,

151PENN.L.REV.1211(2003)(with Colin Camerer, George Loewenstein, Ted ODonoghue, andMatthew Rabin).

@Gerrymanders and Political Cartels, 116HARV.L.REV.593(2002).

@ Why Elections?, 116HARV.L.REV.684(2002).

@ Preclusion, Due Process, and the Right to Opt Out of Class Actions, 77 NOTRE DAME L.REV.1057(2002)

@ The Content of Our Casebooks: Why Cases Get Litigated, 29 FL.ST.L.REV.1265(2002).

@ The Two Sides of Freedom of Expression, 1REVISTA DE DERECHO 79 (Universidad de Montevideo 2002).

@Shocked: Mass Torts and Aggregate Asbestos Litigation After Amchem and Ortiz, 80U.TEX.L.

REV.1925(2002).

@ Political Judgments, 68U.CHI.L.REV.637(2001).

@ Law and Misdirection in the Debate Over Affirmative Action, 2002 UNIV. OF CHICAGO LEGAL FORUM11.


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@ Can Process Theory Constrain Courts?, 72U.COL.L.REV.923(2001)(with Michael C. Dorf).

@ Race and Campaign Finance Reform, 79N.CAR.L.REV.1523(2001).

@ The Difficult Path From Observation to Prescription, 77N.Y.U.L.REV 36(2002).

@Behavioral Decision Theory at the Court of Public Law, 87CORNELL L.REV.671(2002).

@ Governance and Legitimacy in the Law of Class Actions, 1999SUPREME COURT REVIEW 187.

@ Private Parties With Public Purposes: Political Parties, Associational Freedoms, and Partisan

Competition, 101 COLUM.L.REV. 274 (2001).

@ Introduction to Symposium: The Structures of Democratic Governance, 100 COLUM.L.REV. 593(2000).

@ Oversight of Regulated Political Markets, 24HARV.J.L&PUB.POLY 91(2000).

@The Vexing Problem of Reliance in Consumer Class Actions, 74 TULANE.L.REV. 1633 (2000).

@ Discrimination with a Difference: Can Employment Discrimination Law Accommodate the

Americans with Disabilities Act?, 79 NORTH CAROLINA L.REV.307 (2001)(with Justin Nelson).

@ The Hydraulics of Campaign Finance Reform, 77 TEX.L.REV. 1705 (1999)(with Pamela Karlan).

@ Governing through Intermediaries, 85 VIRGINIA L.REV. 1627 (1999)(with Daniel Ortiz).

@ Standing and Misunderstanding in Voting Rights Law, 111 HARV.L.REV. 2276 (1998)(with PamelaKarlan).

@Can Affirmative Action Be Defended?, 59 OHIO ST.L.J. 669 (1998).

@ Can There Be a Behavioral Law and Economics?, 51VANDERBILT L.REV.1729 (1998).

@ Group Litigation of Consumer Claims: Lessons of the American Experience, 34 TEX.INTL L.J. 135(1999).

@ Politics as Markets: Partisan Lockups of the Democratic Process, 50 STANFORD L.J. 643(1998)(with Richard Pildes).

@ Creating Convergence: Debiasing Biased Litigants, 22 J.OF LAW AND SOCIAL INQUIRY 913(1998)(with Linda Babcock and George Loewenstein).

@ Is Age Discrimination Really Age Discrimination?: The ADEA's Unnatural Solution, 72 N.Y.U.L.REV. 780 (1997)(with Erica Worth Harris).

@ Class Action Conflicts, 30 U.C.DAVIS L.REV.805 (1997).

@ The Constitutional Contours of Race and Politics, 1995 SUPREME COURT REVIEW 45.


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@ Contracting For Employment: The Limited Return of the Common Law, 74 TEXAS LAW REVIEW 1783(1996).

@ Identifying the Harm in Racial Gerrymandering Claims, 1 MICH.J. OF RACE &LAW 47 (1996)(withThomas C. Goldstein).

@Supreme Court Destabilization of Single-Member Districts, 1995 UNIV. OF CHICAGO LEGAL FORUM

205.

@ Unintended Consequences of Mandatory Disclosure, 73 TEXAS L.REV. 753 (1995)(with GeorgeLoewenstein).

@ Groups and the Right to Vote, 44EMORY L.J.869 (1995)

@ Women and the Workplace: Accommodating the Demands of Pregnancy, 95 COL.L.REV. 2154(1994)(with Elyse Rosenblum).

@ Race and Redistricting: Drawing Constitutional Lines after Shaw v. Reno, 92 MICHIGAN LAW

REVIEW 588 (1993)(with T. Alexander Aleinikoff).

@ Biased Judgments of Fairness in Bargaining, 85 AMERICAN ECONOMIC REVIEW 1337 (1995)(with L.Babcock, G. Loewenstein, and C. Camerer).

@ Judging Politics: The Elusive Quest for Judicial Review of Political Fairness, 71 TEXAS LAW REVIEW1643 (1993).

@ Source Dependence in the Valuation of Objects, 7 JOURNAL OF BEHAVIORAL DECISIONMAKING 157(1994)(with G. Loewenstein)

@ Polarized Voting and the Political Process: The Transformation of Voting Rights Jurisprudence, 90

MICH.L.REV. 1833 (1992).

@ When Substance Mandates Procedure: Martin v. Wilks and the Rights of Vested Incumbents in Civil

Rights Consent Decrees, 77 CORNELL L.REV.189 (1992).

@ Self-Serving Assessments of Fairness and Pretrial Bargaining, 22JOURNAL OF LEGAL STUDIES 135(1992)(with George Loewenstein, Colin Camerer, Linda Babcock).

@ The Census Undercount and Minority Representation: The Constitutional Obligation of the States to

Guarantee Equal Representation, 13 REVIEW OF LITIGATION 1 (1993)(with Allan J. Lichtman).

@ Administering Damage Awards in Mass-Tort Litigation, 10 REV. OF LITIG. 463 (1991).

@ Black/White Voter Registration Disparities in Mississippi: Legal and Methodological Issues in

Challenging Bureau of Census Data, 7 J.LAW &POLITICS 525 (1991)(with Allan J. Lichtman).

@ Second Thoughts About Summary Judgment, 100 YALE L.J.73 (1990)(with George Loewenstein).

@ Dictatorship on Trial: Prosecution of Human Rights Violations in Argentina, 10 YALE J.INT'L LAW118 (1985) (with E. Mignone and C. Estlund).


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@ Note, Making the Violation Fit the Remedy: The Intent Standard and Equal Protection Law, 92 YALEL.J.328 (1982).

Review Essays

@ Bearing the Costs, Review of M. Kelman,STRATEGY OR PRINCIPLE?:THE CHOICE BETWEENREGULATION AND TAXATION, 53 STAN.L.REV.519 (2000).

@ Contractual Liberties in Discriminatory Markets, Review of R. Epstein,FORBIDDEN GROUNDS, 70TEX.L.REV.1219 (1992).

@ Reconstructing Employment, Review of P. Weiler, GOVERNING THE WORKPLACE:THE FUTURE OFLABOR AND EMPLOYMENT LAW, 104 HARV.L.REV. 607 (1990).

Books

@ CIVIL PROCEDURE (Foundation Press, 2005).

@ CIVIL PROCEDURE (Foundation Press, 2d. edition, 2008).

@ THE LAW OF DEMOCRACY:LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan andRichard Pildes)(Foundation Press, 1998).

@ THE LAW OF DEMOCRACY:LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan andRichard Pildes)(Foundation Press, 2d. edition, 2001).

@ THE LAW OF DEMOCRACY:LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan andRichard Pildes)(Foundation Press, 3d. edition, 2007).

@ WHEN ELECTIONS GO BAD:THE LAW OF DEMOCRACY AND THE PRESIDENTIAL ELECTION OF 2000(with Pamela Karlan and Richard Pildes)(Foundation Press, 2001).

@ WHEN ELECTIONS GO BAD:THE LAW OF DEMOCRACY AND THE PRESIDENTIAL ELECTION OF 2000(with Pamela Karlan and Richard Pildes)(Foundation Press, 2d. edition, 2001).

@ PARTY FUNDING AND CAMPAIGN FINANCING IN INTERNATIONAL PERSPECTIVE (with K.D. Ewing)(Hart Press, Oxford, 2006).

Book Chapters

@ The Institutional Dimension of Consumer Protection, in NEW FRONTIERS OF CONSUMER PROTECTION:COMBINING PRIVATE AND PUBLIC ENFORCEMENT (F. Cafaggi & H.-W. Micklitz, eds)(forthcoming 2008)(with Ian Samuel).


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@ A Cosmopolitan Judge for a Cosmopolitan Era: An Essay in Honor of Carl Baudenbacher, inECONOMIC LAW AND JUSTICE IN TIMES OF GLOBALIZATION:FESTSCHRIFT FOR CARLBAUDENBACHER131 (M. Monti, N. Liechtenstein, B. Vesterdorf, J. Westbrook, L. Wildhaber,eds)(2007).

@ Supreme Court Preemption: The Contested Middle Ground of Products Liability, in FEDERAL

PREEMPTION:STATESPOWERS,NATIONAL INTEREST 194(Richard A. Epstein & Michael S.Greve, eds.) (2007) (with Catherine Sharkey).

@ Does Section 5 of the Voting Rights Act Still Work?, in THE FUTURE OF THE VOTING RIGHTS ACT (D.Epstein, R. Pildes, R. de la Garza, S. OHalloran, eds., Russell Sage, 2006).

@ Compensation for the Victims of September 11 inTHE HANDBOOK OF REPARATIONS (P. De Grieff,ed., Oxford 2006) (with Anna Morawiec Mansfield).

@ Legal Regulation of Conflict of Interest, in CONFLICTS OF INTEREST:PROBLEMS AND SOLUTIONS INLAW,MEDICINE, AND ORGANIZATIONAL SETTINGS (M. Bazerman, G. Loewenstein, & D. Moore,eds., Cambridge Univ. Press, 2005).

@ Baker v. Carr in Context, in CONSTITUTIONALLAW STORIES 297-323 (M. Dorf, ed., FoundationPress, 2004) (with Stephen Ansolabehere).

@ Too Much Lawyering, Too Little Law, in THE REFORM OF CIVIL PROCEDURE, (A.A.S. Zuckerman &R. Cranston, eds., Oxford Univ. Press, 1995).

@ Bargaining Impediments and Settlement Behavior(with Charles Silver and Kent Syverud), inDISPUTE RESOLUTION:BRIDGING THE SETTLEMENT GAP,Anderson, ed., JAI Press, 1996).

@ The Redistricting Morass, in AFFIRMATIVE ACTION AND REPRESENTATION, (A. Peacock, ed.,Carolina Acad. Press, 1997).

@ Litigating for Equality of Political Opportunity, in J. Lobel, ed., CIVIL RIGHTS LITIGATION ANDATTORNEY FEES ANNUAL HANDBOOK (Clark, Boardman, 1987).

Reports, Other Publications, and Current Manuscripts

@ The Law of Politics, 95 GEO.L.J.1369(2007).

@ Declarative Sentences: Congress Has the Power to Make and End War Not Manage It," SLATEMAGAZINE, March 5, 2007 (with Noah Feldman).

@ Create a National Voter Registration List, BOSTON REVIEW, Vol. 31, No. 5, Sept-Oct. 2006, at 21.

@ Democracy Isnt Built On One Election Alone, WASHINGTON POST,Jan. 23, 2005, at B01.

@ In Real Elections, There Ought to Be Competition, NEW YORK TIMES,Feb. 16, 2002, at A19.

@ "The Courts Legacy for Voting Rights," NEW YORK TIMES,DEC.14,2000,at A39.


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@ Charles Alan Wright: The Scholar as Lawyer, in ATRIBUTE:CHARLES ALAN WRIGHT,THE MANAND THE SCHOLAR (2000).

@ "Due Process," INTERNATIONAL ENCYCLOPEDIA OF THE SOCIAL AND BEHAVIORAL SCIENCES(2000).

@ "Political Fairness and Judicial Review," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION(1998).

@ "Not By Election Law Alone, 32 LOYOLA L.REV.1173(1999)(with Richard Pildes).

@ "The Census and the Constitution," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION (1998).

@ "Electoral Districting, Fairness and Judicial Review, ENCYCLOPEDIA OF THE AMERICANCONSTITUTION (1998).

@ "Age Discrimination," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION (1998)(with E. Harris).

@ "The Destruction of Public Funding," TEXAS LAWYER, May 12, 1997, at 20 (with David Horan).

@ "All for One," THE NEW REPUBLIC, Nov. 18, 1996, at 10 (with Richard Pildes).

@ "No Place for Political Gerrymandering," TEXAS LAWYER, Aug. 5, 1996 (with Richard Pildes).

@ "Racial Gerrymandering in a Complex World: A Reply to Judge Sentelle," 45 CATH.U.LAW REV.1257 (1996).

@ "Should There Be Rules of Procedure?," Leiden University, Institute of Anglo-American Law,Clifford Chance Distinguished Lecture Series (Feb. 1995).

@ "Conference: The Supreme Court, Racial Politics, and the Right to Vote: Shaw v. Reno and the Futureof the Voting Rights Act, 44 AMERICAN UNIV.L.REV. 1 (1994).

@ "A Highly Visible Bloodletting," AUSTIN AMERICAN STATESMAN, Oct. 2, 1994 (Op-ed piece onredistricting).

@ "Race and Redistricting," 2RECONSTRUCTION, No. 3 (1994).

@ "The State of Voting Rights Law," 3ISSUES IN NATIONAL AFFAIRS No. 1 (1993)(Paper prepared forthe American Jewish Committee).

@ "Remedial Options for the Selection of the Texas Judiciary," Report prepared for settlement

negotiations inLULAC/Houston Lawyers' Association v. State of Texas, Jan. 14, 1993,

@ "Adjusting Census Data For Reapportionment: An Independent Role for the States," TEXAS LAWYER,March 18, 1991 (with A. Lichtman).

@ "The 37.5 Percent Solution: 'Limited Voting' Could Rescue Judiciary,"TEXAS LAWYER, March 5,1990.


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@ "The Texas Judiciary and the Voting Rights Act: Background and Options," Report prepared for theTexas Policy Research Forum (1989).

@ "The Generals Give Back Uruguay," Human Rights Report of the Lawyers' Committee forInternational Human Rights (1985)(with C. Estlund).

AMERICAN LAW INSTITUTE

@ Draft Reports, Principles of the Law of Aggregate Litigation, 2004-2008

SELECTED LECTURES

@ BROWN UNIVERSITY,THE JANUS LECTURE,September 17, 2008: Was the New Deal A Good Deal?New Deal Constitutionalism Reexamined

@ OXFORD UNIVERSITY,THE HART MEMORIAL LECTURE,May 6, 2008:Democracy in Times of War

@ LEWIS &CLARK LAW SCHOOL,HIGGINS LECTURE,March 19, 2008:Meriwether Lewis, the Air Force,and the Surge: The Problem of Constitutional Settlement

@ DRAKE LAW CENTER CONSTITUTIONAL LAW DISTINGUISHED LECTURE,November 8, 2007:Democracy at War

@ JULIUS ROSENTHAL FOUNDATION SERIES LECTURES,Northwestern University School of Law, March28 and 29, 2007: Fragile Democracies, and Contested Visions of Democracy

@ ASTOR VISITING LECTURE,Oxford University, June 8, 2005: When Rights Break Down: U.S.

Constitutional Responses in Times of National Security Crisis.

@ JAMES GOULD CUTLER LECTURE,William and Mary University School of Law, Feb. 19, 2004: TheEndangered Center in American Politics.

@ SIBLEY LECTURE,University of Georgia School of Law, March 16, 2000: Political Parties, theConstitution and Democratic Competition.

@ MASON LADD LECTURE,Florida State University School of Law, March 15, 2000: Why Do Cases GetLitigated?.

SELECTED PROFESSIONAL ACTIVITIES

@ FELLOW, American Academy of Arts and Sciences.

@ MEMBER, American Law Institute.

@ REPORTER, Project on Aggregate Litigation, American Law Institute.

@ MEMBER, Editorial Board, Foundation Press.


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@ BOARD OF DIRECTORS, Brennan Center for Justice at NYU School of Law.

@ ADVISOR, Restatement Third Employment Law, American Law Institute.

@ MEMBER, Judicial Selection Task Force of the Texas Commission on Judicial Efficiency (1995-1997).

@ LEGAL CONSULTANT, National Research Council, Panel on Census Requirements in the Year 2000and Beyond (1993-1995).

@ CONSULTANT, State of Florida, Johnson v. DeGrandy, (1994) (Florida legislative redistrictinglitigation).

@ COUNSEL to State of Texas for 1992 Redistricting in Richards v. Terrazas, No. 91-1270 (U.S.Supreme Court), and Texas v. United States, No. 91-2383 (D.D.C.). (1992-1993).

@ SPECIAL MASTER TASKFORCE for Eastern District of Texas Asbestos Litigation, Cimino v. RaymarkIndustries, Inc., 751 F.Supp. 649 (E.D. Tex. 1990). (1989-1990).

@ BOARD OF DIRECTORS, Lawyers' Committee for Civil Rights Under Law of Texas. (1991-1995);Executive Committee of the Board of Directors (1993-1995).

@ COUNSEL to State of Texas and University of Texas Law School in Hopwood v. State of Texas and Regents of the University of Texas System, No. 92 CA 563 (W.D. Texas, 1992)(challenge toSchool of Law affirmative action admissions practices)(1992-2001).


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ACADEMIC AWARDS

@ Willis L. M. Reese Prize for Teaching, Columbia Law School 2004Annual student-selected award to one faculty member

@Texas Excellence Teaching Award in the School of Law, Univ. of Texas School of Law, 1994

Annual student-selected award to one faculty member

@ James W. Vick Texas Excellence Awards in Academic Advising, Univ. of Texas, 1994University-Wide Award

@ Open Door Award, Univ. of Texas School of Law 1992Law School Student Award

PERSONAL

@Born: Sept. 15, 1954, Buenos Aires, Argentina

@ Marriedto Prof. Cynthia Estlund, New York University School of Law

@ Children: Jessica, Lucas


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1

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------------------In re:

T H AGRICULTURE & NUTRITION, L.L.C.,

Debtor.

---------------------------------------------------------------------------

x:

::::x

Chapter 11

Case No. 08-______(___)

ORDER APPOINTING A LEGAL REPRESENTATIVEFOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS

Upon the motion dated November 24, 2008 (the Motion)1 of T H Agriculture &

Nutrition, L.L.C., as debtor and debtor in possession (the Debtor), seeking entry of an order

pursuant to sections 105(a) and 524(g) of title 11 of the United States Code (the Bankruptcy

Code), authorizing the appointment of Professor Samuel Issacharoff, Esq. (Professor

Issacharoff) to represent and protect the rights of persons who might assert, after the Court has

confirmed a plan of reorganization for the Debtor, claims or demands against the Debtor and/or

certain of its affiliates and related parties based on alleged exposure to asbestos (a Future

Claimants Representative), all as more fully set forth in the Motion; and upon the Declaration

of Steven A. Carlson Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern

District of New York in Support of First-Day Motions and Applications, sworn to on the

Commencement Date; and upon the declaration of Samuel Issacharoff, sworn to on November

22, 2008 (the Issacharoff Declaration); and the Court having jurisdiction to consider the

Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Standing

Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern

District of New York, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion

and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and

1 Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Motion.


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venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and due notice of

the Motion having been provided to (i) the Debtors thirty largest unsecured creditors,

(ii) counsel for the Asbestos Claimants Group, (iii) counsel for the proposed Future Claimants

Representative, (iv) the Office of the United States Trustee for the Southern District of New

York, (v) counsel for PENAC, and (vi) all the parties on the proposed master service list; and no

other or further notice of the Motion being necessary; and the relief sought in the Motion being

in the best interests of the Debtor, its estate and all parties in interest; and the Court having

reviewed the Motion and having heard the statements in support of the relief requested therein at

a hearing before the Court held and concluded on ______, 2008 (the Hearing); and the Court

having determined that the legal and factual bases set forth in the Motion, the Issacharoff

Declaration, and at the Hearing establish just cause for the relief granted herein; and upon all the

proceedings had before the Court and after due deliberation and sufficient cause appearing

therefor, it is

ORDERED that the Motion is hereby granted; and it is further

ORDERED that Professor Issacharoff is hereby appointed as the Future

Claimants Representative in this case, pursuant to Bankruptcy Code sections 105(a) and 524(g),

subject to the terms of this Order and the engagement letter attached hereto as Exhibit A (the

Engagement Letter), to protect the rights of persons who may, subsequent to any date of

confirmation of any chapter 11 plan of reorganization, assert demands (as defined in section

524(g)(5) of the Bankruptcy Code) against the Debtor and affiliated parties protected under any

channeling injunction issued in this case pursuant to section 524(g) of the Bankruptcy Code; and

it is further

ORDERED that the indemnification provisions set forth in paragraph 8 of the

Engagement Letter shall continue to apply and be fully enforceable according to their terms;


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provided, however, that in no event shall the Debtor indemnify or release the Future Claimants

Representative for any liability arising from any claims, obligations, rights, causes of action,

demands, suits, proceedings or liabilities based upon any act or omission arising out of the

Future Claimants Representatives fraud, gross negligence or willful misconduct; and it is

further

ORDERED that the Future Claimants Representative shall be compensated at the

hourly rate established in accordance with (i) the terms of the Engagement Letter, (ii) the

payment procedures, if any, that are established by this Court, and (iii) section 330 of the

Bankruptcy Code; and it is further

ORDERED that the Future Claimants Representative may employ attorneys and

other professionals consistent with sections 327 and 330 of the Bankruptcy Code, subject to

approval of such employment by this Court and pursuant to the payment order procedures, if

any, established by this Court; and it is further

ORDERED that this Court shall retain jurisdiction with respect to any matters,

claims, rights or disputes arising from or related to the implementation of this Order; and it is

further

ORDERED that service of the Motion as provided therein shall be deemed good

and sufficient notice of such Motion.

Dated: New York, New York____________ __, 2008

UNITED STATES BANKRUPTCY JUDGE


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EXHIBIT A

Engagement Letter


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BRUNE & RICHARD LLP

Susan Brune

Theresa Trzaskoma

80 Broad Street

New York, New York 10004

Telephone: (212) 668-1900

Facsimile: (212) 668-0315

-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION

Sander L. Esserman (Admitted Pro Hac Vice)

Andrea L. Ducayet (Admitted Pro Hac Vice)

2323 Bryan Street, Suite 2200

Dallas, Texas 75201

Telephone: (214) 969-4900

Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity

As the Court-Appointed Future Claimants Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------X)

In re ) Chapter 11

) Case No. 08-14692 (REG)

T H AGRICULTURE & NUTRITION, L.L.C. ))

Debtor. )--------------------------------------------------------------X

SUPPLEMENTAL DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OF

DEBTORS MOTION FOR AN ORDER APPOINTING A LEGAL REPRESENTATIVE

FOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS


1. I am over the age of 18 years, and am competent and otherwise qualified to make

this Supplemental Declaration. Unless otherwise stated in this Supplemental Declaration, I have

personal knowledge of the facts set forth herein.

0qN|)$*!0814692090410000000000001


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BRUNE & RICHARD LLPSusan BruneTheresa Trzaskoma80 Broad StreetNew York, New York 10004Telephone: (212) 668-1900

Facsimile: (212) 668-0315

-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,A PROFESSIONAL CORPORATIONSander L. Esserman (AdmittedPro Hac Vice)Andrea L. Ducayet (AdmittedPro Hac Vice)2323 Bryan Street, Suite 2200Dallas, Texas 75201Telephone: (214) 969-4900Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his CapacityAs the Future Claimants Representative

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK--------------------------------------------------------------X

)In re ) Chapter 11

) Case No. 08-14692 (REG)T H AGRICULTURE & NUTRITION, L.L.C. )

)

Debtor. )--------------------------------------------------------------X

DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OF

CONFIRMATION OF FIRST AMENDED PREPACKAGED PLAN OF

REORGANIZATION OF T H AGRICULTURE & NUTRITION, L.L.C.

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE


1. I am over the age of 18 years, and am otherwise qualified to make this

declaration.

0qN|)%2#0814692090518000000000003


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2. I submit this declaration1

in support of confirmation of the First Amended

Prepackaged Plan of Reorganization of T H Agriculture & Nutrition, L.L.C. Under Chapter 11 of

the Bankruptcy Code (as may be amended or modified, the Plan) proposed by T H Agriculture

& Nutrition, L.L.C. (THAN or the Debtor).2 The opinions and conclusions stated herein are

based on my participation in this matter, as well as information provided to me by my

professionals, the Debtor, the Debtors counsel and the Debtors other professionals. Unless

otherwise stated, I have personal knowledge of the facts stated in this declaration.

3. I have reviewed and am generally familiar with the terms and provisions of the

Plan, the Plan Documents and the requirements of Section 524(g) of the Bankruptcy Code for the

issuance of the Asbestos PI Channeling Injunction and the establishment of an asbestos personal

injury trust to resolve THANs asbestos-related liabilities. Based on my work and on the efforts

of my professionals, as discussed more fully below, it is my opinion that the Plan is fair and

equitable in its treatment of holders of future Asbestos PI Claims (the Future Asbestos

Claimants), and that the Plan represents a reasonable resolution of the liabilities of THAN for

future Asbestos PI Claims (Future Claims or Demands).

PERSONAL BACKGROUND


Professor of Constitutional Law at New York University School of Law. I have been a faculty

member at various other law schools including: University of Pennsylvania Law School where I

was a Lecturer in Law; the University of Texas School of Law where I was a Professor and

Preston Shirley Faculty Fellow from 1993 to 1994, the Charles Tilford McCormick Professor in

1 This declaration is in summary form and does not attempt to capture every detail of every topic addressed. Ireserve the right to revise, amend and/or supplement this declaration as appropriate in my judgment to addressother matters relating to plan confirmation.

2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.


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Law from 1994 to 1998, and the Joseph D. Jamail Centennial Chair in Law from 1998 to 1999;

and Columbia Law School where I was the Harold R. Medina Professor in Procedural

Jurisprudence from 2001 to 2005. I have also been a visiting professor/lecturer at several

schools including: the Gerzensee Center for Law and Economics, Switzerland, Tel Aviv

University, Oxford University and Harvard Law School.

5. I have experience in the field of mass torts, including asbestos-related personal

injury litigation. I have represented various constituents, including plaintiffs attorneys,

corporations, and insurance companies, in mass tort litigation.

6. I am the Reporter on Aggregate Litigation for the American Law Institute, a

member of the editorial board for the Foundation Press, and a Fellow with the American

Academy of Arts and Sciences. I am a frequent author and lecturer on many topics, including

complex litigation and class actions. Some of my relevant publications include: Class Action

Settlements Under Attack, 156 U. PENN L. REV. 1649 (2008)(with Richard A. Nagareda); The

Inevitability of Aggregate Settlements: An Institutional Account of American Tort Law, 57

VANDERBILT L. REV. 1571 (2004) (with John Fabian Witt); Shocked: Mass Torts and

Aggregate Asbestos Litigation After Amchem and Oritz, 80 U. TEX. L . R EV. 1925 (2002); Class

Action Conflicts, 30 U.C. DAVIS L. REV. 805 (1997); andAdministering Damage Awards in

Mass-Tort Litigation, 10 REV. OF LITIG. 463 (1991).

PRE-PETITION NEGOTIATIONS

7. In April 2007, THAN asked me to serve as the proposed Future Claimants

Representative in connection with the negotiation of a potential plan of reorganization for THAN

under chapter 11 of the Bankruptcy Code for the purpose of protecting the rights of Future

Asbestos Claimants.


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8. I agreed to serve as the proposed Future Claimants Representative and my

engagement with THAN was memorialized in an engagement letter dated April 19, 2007, which

is attached as Exhibit A to the Debtors Motion for an Order Appointing a Legal Representative

for Future Asbestos Personal Injury Claimants [Docket no. 28].

9. To assist me with fulfilling my duties as the proposed Future Claimants

Representative, I selected Sander L. Esserman, Esq. and his law firm, Stutzman, Bromberg,

Esserman & Plifka, A Professional Corporation to serve as my general bankruptcy counsel and

the law firm of Brune & Richard LLP to serve as additional counsel in particular specializing in

investigating matters; The Claro Group, LLC to serve as my insurance consultant; and Duff &

Phelps LLC to serve as my financial consultant. I also retained Hamilton, Rabinovitz &

Alschuler, Inc. (now known as Hamilton, Rabinovitz & Associates, Inc.) to act as my expert for

the purpose of evaluating the Asbestos PI Claims against THAN. In order to fulfill my

responsibilities as the Future Claimants Representative and in considering the terms of the Plan

and various matters relating to the confirmation of the Plan, I have relied and continue to rely on

the advice and counsel of my professionals.

10. The focus of my due diligence included all aspects of the Debtors background

and this Chapter 11 Case that could affect persons who may assert Demands in the future, and in

particular an assessment of whether the Plans proposed treatment of future Demands complies

with Section 524(g) of the Bankruptcy Code. Central to my involvement and that of the

professionals retained by me, was the question of whether the Plan provides for treatment of

future Demands and gives reasonable assurance of payment of such future Demands in a manner

that is substantially similar to the treatment provided for current Asbestos PI Claims.


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5

11. My professionals and I have conducted an investigation into the insurance,

business affairs, and assets and liabilities of THAN and its affiliates. This investigation focused

on an analysis of the background, nature and scope of THANs liability for Asbestos PI Claims

in order to negotiate a global settlement that would be fair and equitable to the Future Asbestos

Claimants. This investigation has included, among other things, a review of the facts concerning

THANs historical involvement with asbestos; the nature and extent of past and pending asbestos

litigation against THAN, including the types of claims asserted and the legal issues raised;

analysis of THANs assets and liabilities; the projected value of present and future Asbestos PI

Claims; and the extent that other THAN assets may be available to satisfy these liabilities in

whole or in part. My professionals and I also examined the potential for recovery by claimants

asserting asbestos-related claims against PENAC, or some other affiliate of THAN, based upon a

variety of legal theories, including derivative liability theories.

12. My professionals also met with THANs counsel to discuss and analyze the

prepetition claims review process conducted by Verus Claims Services, LLC. My professionals

reported to me the results of this review process and their evaluation of those results.

13. I have insisted that my professionals conduct comprehensive due diligence,

because I wanted to ensure that the interests of future asbestos personal injury claimants would

be protected vis--vis the interests of the Debtor, current asbestos claimants, the Debtors other

creditors and its insurance carriers. To stay up to date on all of these due diligence matters my

professionals and I have attended multiple meetings and conferences.

14. Prior to THANs solicitation of votes on the Plan, my professionals and I engaged

in negotiations with counsel for the Asbestos Claimants Group and representatives of THAN and

PENAC regarding the resolution of present and future Asbestos PI Claims against THAN (or


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derivatively, against PENAC arising out of THANs conduct or products), the creation and

funding of the Asbestos PI Trust, the terms of the Asbestos PI Trust Distribution Procedures and

a number of other issues relating to the reorganization of THAN. These negotiations resulted in

the formulation of the Plan which includes the creation of an asbestos personal injury trust and a

channeling injunction pursuant to Section 524(g) of the Bankruptcy Code. The negotiations over

both the terms of the Plan and the Asbestos PI Trust Distribution Procedures were conducted in

good faith and at arms length.

15. My professionals and I have been involved in all aspects of this case potentially

affecting Future Asbestos Claimants. The focus of my work has been an assessment of whether

the Plan, the Asbestos PI Trust Agreement, and the Asbestos PI Trust Distribution Procedures

treat Future Asbestos Claimants fairly and equitably. I monitored and participated in those

aspects of the Debtors case that could potentially affect the rights of Future Asbestos Claimants.

THE PLAN

16. The primary purpose of the Plan is to resolve THANs liability for all Asbestos PI

Claims by channeling them to a trust pursuant to Section 524(g) of the Bankruptcy Code.

17. Pursuant to the terms of the Plan, two trusts will be established: the Parent Trust

and the Asbestos PI Trust. On the Effective Date, the Parent Trust will be created in accordance

with the Plan Documents and the Parent Trust Documents. The purpose of the Parent Trust is to

hold one-hundred percent (100%) of the membership interests of Reorganized THAN for the

benefit of the Parent Trusts beneficiaries and to conduct a profit making business through

Reorganized THAN. On the Effective Date, the membership interests of PENAC and

Remediation Services in THAN will be cancelled and one-hundred percent (100%) of the

membership interests of Reorganized THAN shall be issued to and vest in the Parent Trust.


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available to satisfy the claims; and (c) to otherwise comply in all respects with the requirements

of Section 524(g)(2)(B) of the Bankruptcy Code.

21. The contribution of the Asbestos PI Trust Assets to the Asbestos PI Trust

pursuant to the Plan provides a reasonable expectation that the Asbestos PI Trust will have

sufficient capital upon the Effective Date to begin processing Asbestos PI Claims expeditiously

and otherwise meet its financial commitments.

22. All present and future Asbestos PI Claims arising from the operations of THAN

will be resolved by, and if eligible, compensated exclusively from the Asbestos PI Trust. The

function and purpose of the Asbestos PI Trust and the Asbestos PI Channeling Injunction

provided for under Section 524(g) of the Bankruptcy Code are to enjoin the continuance of

current Asbestos PI Claims and the commencement of future asbestos-related Demands against

Reorganized THAN or any other party protected by the Asbestos PI Channeling Injunction. It

appears that THAN will likely be subject to substantial numbers of Asbestos PI Claims and

future Demands in the absence of the Asbestos PI Channeling Injunction. If prosecution of the

Asbestos PI Claims continued outside the procedures proposed in the Plan, such prosecution

would threaten the equitable treatment of such Asbestos PI Claims and future Demands. Absent

the Asbestos PI Trust and the Asbestos PI Channeling Injunction, holders of Asbestos PI Claims

would be forced to litigate their claims in the tort system and could be subject to its limitations

on recovery from THAN and others potentially responsible. Furthermore, without the Asbestos

PI Channeling Injunction THAN would be subject to a race to the courthouse whereby

THANs assets could be consumed by those claimants who first file suit, leaving little for Future

Asbestos Claimants.


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23. Since negotiating the Plan, my professionals and I have continued our due

diligence and monitored the activities of the Debtor and its affiliates.

24. Based on the due diligence that my professionals and I have conducted, I believe

that the treatment of Asbestos PI Claims and, more precisely, the funding of the Asbestos PI

Trust provided by the Plan, are fair and equitable to holders of Demands in light of the benefits

provided and to be provided to them by the beneficiaries of the Asbestos PI Channeling

Injunction, and that the Asbestos PI Trust will be in a position to pay present Asbestos PI Claims

and future Demands that involve similar claims in substantially the same manner.

THE ASBESTOS PI TRUST DISTRIBUTION PROCEDURES

25. In addition to the negotiations over the amount of consideration that would be

transferred to the Asbestos PI Trust and the structure of the Plan, my professionals and I engaged

in negotiations with counsel for the Asbestos Claimants Group (prior to the Commencement

Date, and the Official Committee of Unsecured Creditors following its appointment in the

Chapter 11 Case) and THAN over the terms of the Asbestos PI Trust Distribution Procedures.

Numerous provisions were negotiated and refined to provide final trust distribution procedures

that were acceptable to all concerned.

26. The Asbestos PI Trust Distribution Procedures are a set of rules that the Asbestos

PI Trust will use to receive, process and, if valid, pay Asbestos PI Claims. The processes set

forth in the Asbestos PI Trust Distribution Procedures provide a reasonable assurance that the

Asbestos PI Trust will value and be in a financial position to pay present Asbestos PI Claims and

future Demands that involve similar claims in substantially the same manner.

27. The Asbestos PI Trust Distribution Procedures further the goal of treating all

beneficiaries of the Asbestos PI Trust equitably by setting forth procedures for processing and


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paying Asbestos PI Claims generally on an impartial, first-in-first-out (FIFO) basis, with the

intention of paying all holders of Asbestos PI Claims over time as equivalent a share as possible

of the value of their Asbestos PI Claims, based on historical values for substantially similar

claims in the tort system. To this end, the Asbestos PI Trust Distribution Procedures establish a

schedule of eight asbestos-related diseases, seven of which have presumptive medical and

exposure requirements, and specific liquidated values, and seven of which have both anticipated

average values and a cap on their liquidated values. The disease levels, medical and exposure

criteria, liquidated values, average values and maximum values have all been selected and

derived with the intention of achieving a fair allocation of the Asbestos PI Trust funds as among

claimants suffering from different diseases in light of the best available information considering

the settlement history of THAN and the rights claimants would have in the tort system absent

bankruptcy.

28. Asbestos PI Claims will initially be paid one-hundred percent (100%) of the

Asbestos PI Claims liquidated value (the Initial Payment Percentage). The Initial Payment

Percentage may thereafter be adjusted from time to time by the Asbestos PI Trust, with the

consent of the Asbestos PI Trust Advisory Committee and the Future Claimants Representative,

to reflect then-current estimates of the Asbestos PI Trusts assets and liabilities, as well as the

then-estimated value of then-pending and future claims.

29. Requiring evidence that will satisfy the medical and exposure criteria set forth in

the Asbestos PI Trust Distribution Procedures is the principle mechanism by which meritorious

claims will be distinguished from claims lacking merit, and more serious claims from those that

are less serious. Because every dollar the Asbestos PI Trust spends on a non-meritorious or less

serious claim represents one less dollar that the Asbestos PI Trust otherwise would have to pay a


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future meritorious or more serious claim, it was critically important to me that the Asbestos PI

Trust Distribution Procedures be formulated to exclude non-meritorious claims and assign lower

payment values to less serious claims.

30. After the liquidated value of an Asbestos PI Claim is determined by the Asbestos

PI Trust, the claimant will receive a pro rata share of that liquidated value based upon the then-

current payment percentage for such claims. As noted above, the Initial Payment Percentage is

one-hundred percent (100%). However, the Initial Payment Percentage can be changed if the

Asbestos PI Trustees, with the consent of the Asbestos PI Trust Advisory Committee and the

Future Claimants Representative, determine that the Initial Payment Percentage should be

changed to assure that the Asbestos PI Trust shall be in a financial position to pay present and

future holders of Asbestos PI Claims in substantially the same manner. Furthermore, the

Asbestos PI Trust Distribution Procedures require the Asbestos PI Trustees to reconsider the

then-applicable payment percentage at least once every three (3) years to assure that it is based

on accurate and current information. The Asbestos PI Trust Distribution Procedures thus provide

the Asbestos PI Trustees with the flexibility to modify the payment percentage over time based

upon updated information as to the assets and liabilities of the Asbestos PI Trust and its funds.

31. Based on the analyses provided by my professionals as well as my own

experience in this process, I believe that the Asbestos PI Trust Distribution Procedures are fair

and equitable in all respects and ensures that holders of future Demands will be treated in

substantially the same manner as holders of similar current Asbestos PI Claims.

TRUSTEES OF THE ASBESTOS PI TRUST

32. The following individuals have been designated as the trustees to manage and

operate the Asbestos PI Trust: Charles A. Koppleman, Executive Chairman of Martha Stewart


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Living Omnimedia Inc.; David F. Levi, Dean of Duke Law School; and the Hon. Alfred M.

Wolin, former Chief Judge of the United States District Court for the District of New Jersey.

The proposed trustees are qualified and their appointment and continuance in the position of the

trustees is consistent with the interests of Future Asbestos Claimants.

33. Under the Plan, the Asbestos PI Trust Agreement, and the Asbestos PI Trust

Distribution Procedures, the role of the Future Claimants Representative continues during the

administration of the Asbestos PI Trust. The Asbestos PI Trustees will consult with the Future

Claimants Representative and the Asbestos PI Trust Advisory Committee on various matters

relating to, among other things, the implementation and administration of the Asbestos PI Trust

and the Asbestos PI Trust Distribution Procedures. I intend to continue in my role as Future

Claimants Representative in order to ensure that the Asbestos PI Trust operates appropriately,

and that the intentions of the parties set forth in the Asbestos PI Trust Documents are carried out

in practice.

CONCLUSION

34. Based on the advice provided and conclusions reached by my professionals, as

well as my own experience, I believe the Plan is a fair and equitable plan of reorganization,

provides for a valuation of Demands and provides reasonable assurance of payment of those

Demands, such that they will be treated substantially similar to equivalent current Asbestos PI

Claims. Specifically, the Plan, the Asbestos PI Trust Distribution Procedures, and the Asbestos

PI Trust Agreement provide for mechanisms, including but not limited to structured, periodic, or

supplemental payments, pro rata distributions, matrices, periodic review of estimates of the

numbers and values of current Asbestos PI Claims and future Demands, and periodic adjustment

of the payment percentage, which provide reasonable assurance that the Asbestos PI Trust will


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be in a financial position to pay present Asbestos PI Claims and future Demands that involve

similar claims, in substantially the same manner.

35. Based upon my involvement in this case and the advice of my professionals, it is

my belief that the funding and structure of the Asbestos PI Trust serve the interest of Future

Asbestos Claimants. I am confident that the structure of the Asbestos PI Trust ensures that funds

will be available to satisfy Asbestos PI Claims and future Demands far into the future when,

absent the Asbestos PI Trust, there would otherwise be no assurance that THAN would have any

ability to continue to satisfy such claims and demands.

Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury under the laws of the

United States of America that the foregoing is true and correct.

Executed this 15th day of May, 2009.Paris, France

Samuel IssacharoffFuture Claimants Representative


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Professor of Constitutional Law at New York University School of Law at 40 Washington

Square South, 411J, New York, New York 10012.

3. On November 24, 2008 (the Petition Date), T H Agriculture & Nutrition, L.L.C.

(THAN or the Debtor) filed theDebtors Motion for an Order Appointing a Legal

Representative for Future Asbestos Personal Injury Claimants (the Motion), seeking to have

me appointed as the Future Claimants Representative, to represent and protect the interests of

future holders of Asbestos PI Claims. See Docket No. 28. MyDeclaration in Support of

Debtors Motion for an Order Appointing a Legal Representative for Future Asbestos Personal

Injury Claimants was attached as Exhibit B to the Motion. A hearing on the Motion was held

before the Court on December 17, 2008, and an Order granting the Motion was entered by the

Court on December 17, 2008. See Docket No. 145.

4. This Supplemental Declaration is being provided to supplement and update the

disclosures in my previous declaration.

5. Since my appointment as the Future Claimants Representative in this case, I have

been retained to act as Counsel of Record on behalf of certain claimants represented by Reaud,

Morgan & Quinn, Environmental Litigation Group, P.C., and Provost & Umphrey Law Firm in

an appeal now pending before the Supreme Court of the United States (The Travelers Indemnity

Company, et al. v. Pearlie Bailey, et al., No. 08-295, 08-307). The Cascino Vaughan Law

Offices, Ltd., also consented to have me submit a brief on their behalf to the Supreme Court and

to argue the case on their behalf as well. These claimants hold claims under the applicable

common law of various states against Travelers Indemnity Company, Travelers Casualty and

Surety Company and certain affiliates (collectively Travelers) for alleged damages resulting


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3

from Travelers misconduct in its investigation, defense and settlement of asbestos claims

against certain of its insureds. Stutzman, Bromberg, Esserman & Plifka, A Professional

Corporation is my co-counsel in this appeal and represents Reaud, Morgan & Quinn,

Environmental Litigation Group, P.C., and Provost & Umphrey Law Firm in connection with the

appeal to the Supreme Court. Jason R. Searcy of Jason R. Searcy & Associates, PC is a counsel

on the appeal with respect to those of the claimants represented by the Cascino Vaughn Law

Offices, Ltd.

6. I have only undertaken this representation in connection with the Supreme Court

appearance and briefing.

7. My representation in the appeal does not relate to or involve, and will not relate to

or involve, any matter concerning the Debtor in this case or any other matter relating to this case.

8. I do not believe that my representation in the appeal creates a disqualifying

conflict as I do not hold an interest adverse to the Debtor or the Debtors estate and I remain a

disinterested person as that term is defined in 11 U.S.C. 101(14) of the Bankruptcy Code, for

the purpose of serving as the Future Claimants Representative in this chapter 11 case.

9. Except as disclosed herein and in my prior declaration in support of the Motion, I

do not have any connection with the Debtor, its creditors, or any other party in interest, their

respective attorneys and accountants, the United States Trustee, or any person employed in the

office of the United States Trustee.

10. I will continue to monitor my connections with the Debtor, its creditors, or any

other party in interest, their respective attorneys and accountants, the United States Trustee, or

any person employed in the office of the United States Trustee to ensure that no conflicts or


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disqualifying circumstances exist or arise and will promptly file supplemental disclosures as

needed.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 10th day of April 2009, in New York, New York.

Samuel Issacharoff


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Hearing Date & Time: May 6, 2009, at 9:45 a.m.

Objection Deadline: May 1, 2009

BRUNE & RICHARD LLPSusan BruneTheresa Trzaskoma80 Broad StreetNew York, New York 10004

Telephone: (212) 668-1900Facsimile: (212) 668-0315

-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,A PROFESSIONAL CORPORATIONSander L. Esserman (AdmittedPro Hac Vice)Andrea L. Ducayet (AdmittedPro Hac Vice)2323 Bryan Street, Suite 2200Dallas, Texas 75201Telephone: (214) 969-4900Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his CapacityAs the Court-Appointed Future Claimants Representative

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK--------------------------------------------------------------X

)In re ) Chapter 11

) Case No. 08-14692 (REG)T H AGRICULTURE & NUTRITION, L.L.C. )

)Debtor. )--------------------------------------------------------------X

FIRST INTERIM APPLICATION OF

SAMUEL ISSACHAROFF IN HIS CAPACITY AS

LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS PERSONAL INJURY

CLAIMANTS, FOR ALLOWANCE OF INTERIM COMPENSATION AND

REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM

NOVEMBER 24, 2008 THROUGH MARCH 31, 2009

0qN|)$6!0814692090422000000000001


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ii

SUMMARY COVERSHEET TO THE FIRST INTERIM APPLICATION OF SAMUEL

ISSACHAROFF IN HIS CAPACITY AS LEGAL REPRESENTATIVE FOR FUTURE

ASBESTOS PERSONAL INJURY CLAIMANTS

NAME OF APPLICANT: Samuel Issacharoff, Legal Representative for

Future Asbestos Personal Injury Claimants

DATE OF ORDER OF APPOINTMENT: December 17, 2008

PERIOD FOR WHICH COMPENSATION ANDREIMBURSEMENT IS SOUGHT:

November 24, 2008 through March 31, 2009

TOTAL PROFESSIONAL FEES SOUGHT IN THISAPPLICATION:

$34,440.00

TOTAL EXPENSES SOUGHT IN THIS

APPLICATION:

$897.00

TOTAL COMPENSATION SOUGHT IN THISAPPLICATION (FEES AND EXPENSES):

$35,337.00

TOTAL PROFESSIONAL HOURS: 49.20

HOURLY RATE: $700.00

INTERIM ORFINAL APPLICATION: This is Applicants first interim application for compensation.

SUMMARY OF HOURS BILLED

Professional Year Licensed to Practice

Law

Hourly

Billing Rate

Total Hours

Billed

Total Fees

Samuel Issacharoff Member of TX bar since1992.Member of PA bar(inactive) since 1984.

$700.00 42.90 $34,440.00


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iii

TABLE OF CONTENTS

SUMMARY COVERSHEET ...................................................................................................... ii

SUMMARY OF HOURS BILLED ............................................................................................. ii

TABLE OF CONTENTS ............................................................................................................ iii

TABLE OF AUTHORITIES ...................................................................................................... iv

INDEX OF EXHIBITS................................................................................................................. v

FIRST INTERIM APPLICATION............................................................................................. 1

I. PRELIMINARY STATEMENT ............................................................................... 1

II. JURISDICTION AND VENUE................................................................................. 3

III. BACKGROUND ......................................................................................................... 3

IV. APPOINTMENT OF THE FUTURE CLAIMANTS' REPRESENTATIVE....... 5

V. STATUTORY BASIS FOR COMPENSATION...................................................... 6

VI. SUMMARY OF SERVICES RENDERED ............................................................ 11

A. CASE ADMINISTRATION (C-01)............................................................. 12

B. FEE/EMPLOYMENT APPLICATIONS (C-03) ....................................... 12

C. LITIGATION/CONTESTED MATTERS (C-06) ..................................... 13

D. PLAN AND DISCLOSURE STATEMENT (C-08)................................... 14

E. NONWORKING TRAVEL (C-10) ............................................................. 15

F. FIRST DAY MATTERS (C-11) .................................................................. 15

G. INSURANCE ISSUES (C-12) ...................................................................... 15

H. HEARINGS (C-14) ....................................................................................... 16

VII. DISBURSEMENTS .................................................................................................. 16

VIII. CONCLUSION ......................................................................................................... 17


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iv

TABLE OF AUTHORITIES

Cases

In re Ames Dept Stores, Inc.,

76 F.3d 66 (2d Cir. 1996) ......................................................................................................... 10

In re Angelika Films 57th Inc.,

227 B.R. 29 (Bankr. S.D.N.Y. 1998), affd, 246 B.R. 176 (S.D.N.Y. 2000) ........................... 10

In re Cenas Fine Furniture, Inc.,109 B.R. 575 (E.D.N.Y. 1990) ................................................................................................... 9

In re Drexel Burnham Lambert Group, Inc.,133 B.R. 13 (Bankr. S.D.N.Y. 1991).......................................................................................... 9

In re The Korea Chosun Daily Times, Inc.,337 B.R. 758 (Bankr. E.D.N.Y. 2005)...................................................................................... 10

Statutes

11 U.S.C. 105............................................................................................................................... 1

11 U.S.C. 328............................................................................................................................... 1

11 U.S.C. 330....................................................................................................................... 1, 6, 7

11 U.S.C. 330(a)(1)...................................................................................................................... 7

11 U.S.C. 330(a)(1)(A) ................................................................................................................ 8

11 U.S.C. 330(a)(3)...................................................................................................................... 7

11 U.S.C. 330(a)(3)(A)-(F).......................................................................................................... 8

11 U.S.C. 331....................................................................................................................... 1, 6, 728 U.S.C. 1334............................................................................................................................. 3

28 U.S.C. 1408............................................................................................................................. 3

28 U.S.C. 157............................................................................................................................... 3

28 U.S.C. 157(b)(2)(A)................................................................................................................ 3

Rules

FED. R . BANKR. P. 2016 .............................................................................................................. 1, 6

Local Bankruptcy Rule 2016-1....................................................................................................... 1


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v

INDEX OF EXHIBITS

Exhibit A Order Establishing Procedures for Interim Monthly Compensation andReimbursement of Expenses of Chapter 11 Professionals andCommittee Members

Exhibit B Issacharoff Engagement Agreement

Exhibit C Order Appointing a Legal Representative for Future Asbestos PersonalInjury Claimants

Exhibit D Summary of Professional Fees

Exhibit E Summary of Fees by Project Category

Exhibit F Expense Summary

Exhibit G Certification of Samuel Issacharoff in Support of First InterimApplication of Samuel Issacharoff in His Capacity as LegalRepresentative for Future Asbestos Personal Injury Claimants, forAllowance of Interim Compensation and Reimbursement of ExpensesIncurred for the Period from November 24, 2008 Through March 31,2009


56/117

Hearing Date & Time: May 6, 2009, at 9:45 a.m.

Objection Deadline: May 1, 2009

1

FIRST INTERIM APPLICATION OF

SAMUEL ISSACHAROFF IN HIS CAPACITY AS

LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS PERSONAL INJURY

CLAIMANTS, FOR ALLOWANCE OF INTERIM COMPENSATION AND

REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROMNOVEMBER 24, 2008 THROUGH MARCH 31, 2009

TO THE HONORABLE ROBERT E. GERBERUNITED STATES BANKRUPTCY JUDGE:

Samuel Issacharoff as the legal representative for future asbestos personal injury

claimants (the Future Claimants Representative) in the chapter 11 case of T H Agriculture &

Nutrition L.L.C. (THAN or the Debtor), submits this application (the Application) for the

allowance of interim compensation and reimbursement of expenses for the period from

November 24, 2008 through March 31, 2009 (the Compensation Period), pursuant to 11

U.S.C. 105, 328, 330 and 331; Rule 2016 of the Federal Rules of Bankruptcy Procedure (the

Bankruptcy Rules); Local Bankruptcy Rule 2016-1; and this Courts Order Establishing

Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Chapter 11

Professionals and Committee Members signed on December 17, 2008 (Docket No. 144) (the

Interim Compensation Order). In support hereof, the Future Claimants Representative

respectfully shows this Court as follows:

I.

PRELIMINARY STATEMENT

1. By this Application,1 the Future Claimants Representative seeks approval of the

sum of $34,440.00 for services rendered during the Compensation Period and $897.00 for the

1 This Application has been prepared in accordance with the Interim Compensation Order, whichis attached hereto as Exhibit A, the Guidelines for Fees and Disbursements for Professionals inthe Southern District of New York Bankruptcy Cases (General Order M-104) dated June 20,1991, theAmended Guidelines for Fees and Disbursements for Professionals in the SouthernDistrict of New York Bankruptcy Cases (General Order M-151) dated April 19, 1995 (together


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2

reimbursement of expenses incurred in connection with the rendition of such services, for a total

award of $35,337.00.

2. This Court has not previously allowed any compensation or reimbursement of

expenses on account of professional services rendered by the Future Claimants Representative.

Other than the payments described below, which were made in accordance with this Courts

Interim Compensation Order, the Future Claimants Representative has not received payment of

any compensation or reimbursement of expenses in this chapter 11 case. There is no agreement

or understanding between the Future Claimants Representative and any other person for the

sharing of compensation to be received for services rendered during the Debtors chapter 11

case.

3. Pursuant to the terms of the Interim Compensation Order, the Future Claimants

Representative, as indicated in the chart below, submitted four monthly invoices for services

rendered and reimbursement of expenses incurred during the Compensation Period.

Time Period

Covered byInvoice

Fees

Requested

Expenses

Requested

Payment

Received

Date

PaymentReceived

Outstanding

Balance

Petition Date December 2008

$19,250.00 $897.00 $16,297.00 2/26/2009 $3,850.00

January 2009 $8,330.00 $6,664.00 3/28/2009 $1,666.00

February 2009 $3,010.00 $3,010.00

March 2009 $3,850.00 $3,850.00

Totals $34,440.00 $897.00 $22,961.00 $12,376.00

4. The Future Claimants Representative received no objections to his monthly

invoices, and as of the date hereof, the Future Claimants Representative received payments from

the Debtor representing 80% of the fees and 100% of the expenses for services rendered and

with General Order M-104, the Local Guidelines), and the United States Trustee Guidelinesfor Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11U.S.C. 330, dated January 30, 1996 (the U.S. Trustee Guidelines).


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invoiced for his November-December 2008 and January 2009 invoices. As of the date hereof,

the Future Claimants Representative has not received any payments from the Debtor for fees

and expenses related to services rendered during the period from February 1, 2009 through

March 31, 2009.

5. Through this Application, the Future Claimants Representa