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Return Date: Wednesday, March 19, 2014 at 9:45 A.M. SST Responsive Papers Due: Wednesday, March 12, 2013

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NSW YORK In Re: T I-I AGRICULTURE &NUTRITION, L.L.C., ~ Chapter 11 Debtor. Case No. 08-14692 Hon. Robert E. Gerber, Presiding

MEMORANDUM OF LAW IN SUPPORT OF AIG M~MI3I:R COMPANIES' MOTION 'TO REOPEN CHAPTER 11 CAST;PURSUANT TO SECTION 3S0(b) OF TITLE 11 OF THE UNITED STAT~S CODS,FEDERAL RULE OF BANKRUPTCY PROCEDURI.5010, AND LOCAL BANKRUPTCY RULE FOR THI;_SOUTHERN DISTRICT OF NEW YORK SO10-1 HARDIN KUNDI,A MCKTON & POLETTO,P.A, Steven P. Muiray, Esq. 110 William Street, 25`x' Floor New York, NY 10038 Phone: (212)571-01 I 1 John S. Favate, Esq. Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, New Jersey 07081 Phone:(973)912-5222
AlU Plcrr.'a~li~fs, AtCorneys .fog A~~e~icah I~sta~ance Co~nparty, Compc+ny, Hon2e Assu~^ar~ce Insu~ante I'ije Birmingl~.am G~anise Pen~~sylvaniu, of Compa~~y State Insu~ante Cofnpany, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pa.

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TABU OF CONTENTS

Tableof Authorities ............................................................................................................ ii INTRODUCTION...............................................................................................................1 BACKGROUND.................................................................................................................1 JURISDICTION..................................................................................................................8 BASISFOR RELIEF .........................................................................................................10 CONCLUSION..................................................................................................................13

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TABU OF AUTHORITIES Cases ...............................................................10 Bartle v. Marlcson, 357 F.2d 517 (2d. Cir. 1966) Celotex Corp. v. Edwards, 514 U.S. 300 L.Ed. 2d 403, 115 S. Ct. 1493(1995)................8 ........................................8, 9 In re Chateaugay Corgi, 201 B.R. 48 (Bankr. S.D.N.Y. 1996) In re Elnnierlin~, 223 B.R. 860(B.A.P. 2d Cir. 1997)......................................................1 l In re Fibremarlc, 369 B.R. 761 (Bankr. D.Vt. 2007)......................................................9, 11 In re Garlock Sealin,~,Technologies, No. 10-31607, 2014 Banlcr. LEXIS .................................................................................6 157(Bankr. W.D.N.C. Jan. 10, 2014) In re IonpSphere Clubs, Inc., 262 B.IZ. 604 (Banlcr. S.D.N.Y. 2001)..................................9 In re Johns-Manville Cori., 7 F.3d 32(2d Cir. 1993).........................................................9 In re Pores, 44 F.3d 1 S9(2d Cir. 1995)...........................................................................11 In re T'.H. Agriculture &Nutrition, L.L.C., No. 08-14692..............................................2, 8 T.H. Agriculture &Nutrition, L.L.C. v. ACE Property and Cas. Co., et al., No. 02 CI-I 19037, Circuit Court of Conk County, Illinois, Chancery Division.................1 Statutes
11 U.S.C. 105(a) .............................................................................................................. 4

11 U.S.L. ~ 350(b)........................................................................................................ 1, 10 11 U.S.C. 524~~) ............................................................................................................. 2 28 U.S.C. 1334(b) ....................................................................................................... 8, 9 Court Rules

Ped. R. Banlcr. P. 5010 ...................................................................................................... l Fed. R. Banlcr. P. 9019 ...................................................................................................... 4 Fed.. R. Bankr. P. 7001 .................................................................................................... l0

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S.D.N.Y. Bankr. Local R. 5010-1 ..................................................................................... 1

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INTRODUCTION AIU Insurance Company, American Home Assurance Company, Birmingham Fire Insurance Company of Pennsylvania, Granite State Insurance Company, Lexington Insurance Company, and National Union Fire Insurance Company of Pittsburgh, Pa. (collectively, the "AIG Member Companies") hereby respectfully submit this motion pursuant to Section 350(b) of Title 11 of the United States Code (the `Bankruptcy Code"), l~edeial Rule of Bankruptcy Procedure (`Bankruptcy Rule") 5010, and Local Bankruptcy Rule for the Southern District of "Motion"), for entry of an order reopening T H Agriculture &Nutrition New Yorlc 5010-1 ( "THAN") Chapter 11 case (the "Chapter 11 Case") in order to commence an L.L.C.'s ( Adversary Proceeding for purposes of hearing and ordering the relief sought in the AIG Member Companies' Complaint (the "Complaint" (Exhibit 1 to Affidavit of 5teveu P. Murray, Esc. ( "Murray Aff.")) arising from a breach by THAN and its parent corporation, Philips Electsonics "PENAL") of that certain Settlement Agreement and Mutual North American Corporation's( ") (Ex. A to the Complaint) entered into among tJ~e AIG "Settlement Agreement Release ( Member Companies, THAN and PF.,NAC on April 15, 2009, and approved by this Court in a~1 Order dated May 6, 2009. In their Complaint, the AIG Member Companies seek, among otlle~ remedies, a Declaratory .Tud~;ment and Specific ~'erformance. BACKGROUND The AIG Member Companies, THAN and PENAL were all parties to an insurance coverage dispute captioned T H Agriculture & Nutiition, L.L,C. v. ACS Property and Cas. Co et al., No. 02 CI-~ 19037, Circuit Court of Cook County, Illinois, Cha~~cery Division (the "Coverage Action"). See Settlement Agreement, p.l.

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On November 24, 2008, THAN commenced reorganization proceedings bef~>re the United States Bankruptcy Court for the Southenl District of New Yorl< pursuant to Chapter l l of the Bai~icruptcy Code, captioned as In re T II Agriculture &Nutrition, L.L.C., No. 08-14692. See Settlement Agreement, p.l. On April 15, 2009, the AIG Member Companies, THAN, and PENAC entered into the Settlement Agreement, which resolved the Coverage Action, provided for the AIG Member Coi~~panies to n7alce certain substantial payments to P~N~1C and, among other rights, gave Plaintiffs valuable audit rights. See Settlement Agreement, 2.3. The Settlement Agreement calls for the AIG Member Companies to make settlement payments to PENAC depending upon certain payment milestones being reached by the Asbestos PI Trust.' See Settlement Agreement, 2.1. The Asbestos PI Trust was established to process and pay asbestos claims channeled to it pursuant to the TI-IAN First Amended Ilan of Reorganization. Section 2.3 of the Settlement Agreement provides for broad audit rights, which were bargained for by the AIG Member Companies and represent valuable and material co~lsideration in return for the AIG Member Companies' e~~tering into the Settlement Agicement. See Complaint, 20. Tl~e audit ifights protect the interests of the AIG Member Companies, tl~e Asbestos PI Trust, and the integrity of the THAN bankruptcy proceeding itself by providing a means for the AIG Member Companies to obtain information regarding claims paid by the Asbestos PI Trust to claimants, including information sufficient to detect any miscalculation of

~ The Asbestos YI Trust is a Delaware "I'i~~st formed pursuant to Section 524(8) of the Bankruptcy Code, as part of the Banl~uptcy Plan implemented in In re "1 H n~riculture & Nutrition, L.L.C. -2-

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payments or distributions and fraud against the Asbestos PI Trust, each of which constitute grounds upon which the AIG Member Companies may withhold payment pursuant to the Settlement Agreement and take other action as may be appropriate. See Settlement Agzeement, 2.4. Section 2.3 of the Settlement Agreement provides: 7'he AIG Member Companies shall have the right to audit payments and distributions made by the Trust ai their own expense, no more than once pei~ year. Before conducting any audit, AIG shall agree to keep all information confidential and shall further agree not to utilize any information for anything other than to assess whether the Trust in fact made payments to the claimants as set forth in the quarterly reports. Section 2.4 of the Settlement Agreement further provides: The AIG Member Companies shall not- he entitled to challenge or question the payments or distributions of the Trust, nor shall they be entitled to challenge or to question their obligations to snake payments pursuant to the terms and conditions of this Settlement Agreement, or to offset, take credit against or otherwise withhold any such payments based on any claim that the Trust or its trustees)(the "Trustee(s) ") did not properly incur expenses or did not properly liquidate claims according to the Trust's procedures, or otherwise, with two exceptions: a. If the AIG Member Companies determine based on their review and/or audit that payments made. by the Trust to asbestos claimants alleging malignant injuries aild used as ~ the basis for calculating the percentage share to be paid by the AIG Member Companies or rollover amounts, all as provided in Section 2.1, were miscalculated due to an accounting error, the AIG Member- Companies may bring such accounting error to the attention of the Trustees) and request that the Trustees) review the matter and, if the Trustees) agree that there has been an accounting error, the AIG Member Companies will be credited the amount of any overpayment by the AIG Member Companies resulting from the accounting; error and apply such credit toward the AICJ Member Companies' obligations to make payments under this Settlement Agreement without, however, reducing the AIC'J Member Companies' overall obligation to pay the Settlement Amount, as provided in Section 2.1. PENAC czg~ees to cooperate with the AIG Me~~~~ber Companies in obtaining any pe~~tinent infomatron.

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b.

If the AIG Member Companies have reason to believe that airy of the Claims submitted to and paid by the Trust were fraudulent, i.e. were based on intentionally false information that was material to the allowance of the Claims, such that the Trust was defrauded and has a right to recover back payments made on such Claims, the AIG Member Companies may bring such evidence of such fraud to the attention of the Trustees) and request that the Trustees) review the evidence. Further, nothing in this Settlement Agreement shall prevent the AIG Member Companies from btinging such evidence to the attention of the Bankruptcy Court and/or' to tlic United States Attorney's Office for the Southern District of New Yorlc. If the Trustees) agree that the evidence supports the AIG Member Companies' claim that the Trust has been defrauded and/or warrants further investigation into possible fraud, concludes that it would be in the best interest of the Trust to undertake the efforts and incur the expense required to pursue recovery and/or conduct such further investigation, and ultimately recovers back all or some of the amounts paid toward fraudulent Claims as to which the AIG Member Companies made reimbursement to PENAC', P~NAC will credit the AIG Member (b)) Companies with the applicable percentage (as provided in Section 2.] Parties' toward credit the such apply and of the recovered amount obligations to make payments under this Settlement Agreement without, however, reducing the AIG Member Companies ove~~all obligation to pay up to the Settlement, as provided in Section 2.1. PENAC ageees to cooperate ~~ith the AIG Member Companies in obtaining any pertinent info~mc~tion. [Emphasis added.]

Section 8 of the Settlement Agreement provides: The Parties shall coopeiate to prescive the validity, finality, and enforceability of this Settlement Agreement. "The Parties shall use their hest efforts to resolve and/or to oppose any and all efforts or objections to challenge this Settlement Agreement under any provision of the Bankruptcy Code. Section 16 of the Settlement Agreement provides: This Settlement Agreement may not be amended, altered or modified except by a written amendment duly executed by the original Parties or their successors or assigns. On May 6, 2009, this Court entered an Order Pursuant to Fed. R, Banlcr. P. 9019 and 11 U.S.L. 105(a) Approving the [Settlement Agreement] between [THAN],[PENAL] and the AIG Member Companies (the "May 6, 2009 Order"). See Exhibit A to the Complaint; TCF Doc. 424. -4-

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In addition to approving the Settlement Agreement, the May h, 2009 Order provides in part: "...this Count shall retain jurisdiction with respect to the implementation of tl~e Settlement Agreement and this Order." Id. On May 28, 2009 this Court entered Findings of Fact, Conclusions of Law, and confirmed THAN's First Amended Prepacica~ed Ylan of Reorganization (the "Plan"). In the May 28, 2009 Order, the Court retained "jurisdiction over the matters set forth in Article 13.1 of the Plan." See ~CF Doc. 464, ~ S. Article 13.1 of tl~e Plan provides, in turn, that this Court "shall retain continuing but not exclusive jurisdiction aver Asbestos Insurance Actions." See id. at Art. 13.1. The Plan defines "Asbestos Insurance Actions" as "any ...right of any Asbestos Insurance Entity against any of P]~NAC, Reorganized 1'I-IAN, or THAN related to any ...Insurance Settlement A~reenzent ... `` See id_ at Art. 1.10. As defined in the Plan, "Insurance Settlement Agreement" includes the Settlement Agrcemenl. See id. at Art. 1.85 and Section IX of Exhibit G to the Plan. Effective November 30, 2009, THAN,PENAC and the Asbestos PI Trust entered into an Asbestos Records Cooperation Agreement (the "ARCA"), which PENAC and THAN rely upon to purportedly materially diminish and render ineffective tl~e A1G Member Companies' audit rights and to conshain PL;NAC and THI~N's ability to cooperate with the I~IG Member Companies in enforcing the AIG Member Companies' audit rights pursuant to the Settlement Agreement. See Exhibit C to the Plan. The AIG Member Companies are not signatories to the ARCA and are not bound by it. Furthermore, the ARCA does not alter, modify or change the Settlement Agreement ar t11e AICJ Member Companies' audit rights under the Settlement Agreement. The Plan provides that".. . notwithstanding anything to the contrary in the Contirination Order, the Plan or any of the Plan Documents, nothing in the Plan, the Plan Documents, the Confiimatioi~ Order, airy finding of -5-

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fact and/or conclusion of law with respect to the confirmatio~l of the Plan, or any Final Order or opinion entered on appeal from the Confirrriation Order (including any other provision that purports to be preemptory or supervening) shall in any way operate to, or have the effect of, impairing: (a) any Asbestos Insurance Entity's legal, equitable or Contiactual rights, if any, in any respect under any Asbestos PI Insurance Contract ..." See Art. 10.4 to the Plan. Pursuaiat to the Plan, "Asbestos PI Insurance Contract" includes "any Insurance Settlement Agreements." See Art. 1.14 to the Plan. As defined in the Plan,"Insurance Settlement Agreement" includes the Settlement Agreement. See id. at Art. 1.85 and Section IX of exhibit G to the Plan. On January 6, 2010, this Court entered a Final Decree and closed the THAN C~hapter 11 Proceedings. See ECP 577. Since the Settlement Agreement became effective, the AIG Member Companies have met and continue to fulfill all of their obligations under the Settlement Agreement, including making all required payments. See Complaint, 31. Section 2.4(b) of the Settlement Agreement specifically contemplates that the Trust could fall victim to fraud and provides that the AIG member Companies "...may brim; ...evidence ...of fraud" to the Trustee, this Court and/oi~ the United States Attorney for the Southern District of New Yorlc. PENAC agrees in Section 2.4(b) "...to cooperate with the AIG Member Companies in obtaining any pertinent information" regarding fraud. The recognition in the Settlement Agreement of the possibility that fraud could be perpetrated on the Asbestos P1 'I'iust and the AIG Member Companies' rights to address any such fraud is well founded and serves not only the interests of the AIG Member Companies, but also the Asbestos PI Trust and the "TI-IAN bankruptcy proceedings and Plan.

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For instance, in the recent decision in In re Garlock Sealing Technologies, No. 10-31607, 2014 Banlcr. LEXIS 157 (Bankr. W.D.N.C. Jan. 10, 2014), the Bankruptcy Court assessed the effects on the valuation of asbestos liabilities of a debto~~ in light of proof demonstzating that aspects of the asbestos tort and trust system have become "infected by the manipulation of exposure evidence by plaintiffs and their lawyers", and cited several particular instances of tactics employed by some asbestos plaintiffs and their attorneys to inflate zecoveries. 2014 Banlcr. LEXIS 157 at *32, 37-40. The bankruptcy court characterized these findings as "surprising and persuasive", noted they showed a pattern "sufficiently widespread to have a significant impact on Garlock's settlement practices and results", and concluded that "[i]t appears certain that more extensive discovery would show more extensive abuse." Id. at *40-42. Upon information and belief,-many of the same plaintiffs' attorneys who submitted claims in tl~e Garlock matter may have also submitted claims to the Asbestos PI Trust. The AICJ Member Companies notified THAN and P~NAC of their intent to proceed with an annual audit pursuant to the Settlement Agreement. See Complaint, x(33, "THAN and PEN/1C responded, asserting in substance that, notwithstanding the provisions of the Settlement Agreement, the AIG Member Companies' audit rights under the Settlement Agreement were limited, and subordinate to and otherwise constrained by the ARCA. See id., 34. THAN and PENAC demanded that the AIG Member Companies agree to be bound by the terms of the ARCA,and refused to allow the AIG Member Companies to exercise their audit ifights unless the AIG Member Companies agiee to additional lii~aitations not required by the Settleillent Agreement. See id., 36-37. These limitations would narrow the AIG Member Companies' audit rights to such a degree so as to render the audit rights meaningless and make it impossible to detect the miscalculation addressed in the Section 2.4(a) of the Settlement Agreement and the -7-

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fraud contemplated by Section 2.4 (b) of the Settlement Agreement. PF,NAC and THAN have thus precluded the AIG Member Companies from even having the opportunity to uncover fraud and bring it to t11e attention of the Trustee, this Court or the United States Attorney, as expressly provided for in Section 2.4(b) of the Settlement Agreement. PENAL and "THAN have thereby breached the Settlement Agreement, requiring this Court's intervention to enforce the AIG Member Companies' audit rights and rights to seek redress in the event of miscalculation and fraud. JURISDICTION This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C, ~ 1334(b) because this adversary proceeding arises in, arises under, or is related to the Chapter 11 case, T II A_rig culture &Nutrition, L.L.C., in the United States Bankruptcy Court for the Southern District of New Yorlc, as Case No. 08-14692. This Court's statutory jurisdiction under Section 1334 is "extremely broad." In re Chateaugay Corp., 201 B.R. 48, 63 (F3anlcr. S.D.N.Y. 1996)(chin Celotex Corp. v. Edwards, 514 U.S. 300, 131 L. Ed. 2d 403, 115 S. Ct. 1493 (1995)). A court enjoys "related to" jurisdiction over any matter where, as in this case, the outcome "might have any `conceivable effect' on the bankruptcy estate or if the proceeding has `any significant connection' with the bankruptcy estate." Ibid. (internal citations omitted). Here, the Settlement /lgreemcnt was an integral patt of and is significantly connected to the THAN bankruptcy, such that the outcome of the Adversary Proceeding might have an effect on the TIIAN bankruptcy and/or operation of the Asbestos PI Trust. The Settlement Agreement provides for the AIG Member Companies to make substantial payments to PENAL as the Asbestos PI Trust reaches certain payment milestones. Furthermore, the AIG Member Companies' ability to exercise their audit rights as provided for -8-

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in the Settlement Agreement and their right to take action in the event of payment miscalculations and/or fraud without being subject to additional post hoc conditions and limits is likely to further assure the appropriate operation of the Asbestos PI Trust. This Court has also expressly retained ancillary jurisdiction over this matter pursuant to the May 28, 2009 Confirmation Order, Section 13.1 of the Plan and the May 6, 200) Order approving the Settlement Agreement. In re Chateaug_ay Corp., supra, 201 B.R. at 62 "Bankruptcy Courts have inherent or ancillary jurisdiction to interpret and enforce their own ( orders wholly independent of the statutory grant under 28 U.S.C. 1334."); In re Petrie Retail "A bankruptcy court retains post-confirmation Inc., 304 F.3d 223, 230 (2d Cir. 2002) ( jurisdiction to interpret and enforce its own orders."); In re Johns-Mazlville CorU., 7 F.3d 32, 34 "A bankruptcy court retains post-confirmation jurisdiction in a chapter 11 (2d Cir. 1993)( proceeding only to the extent provided in the plan of reorganization ...The bankruptcy court's post-confirmation jurisdiction therefore is defined by reference to the Plan."); In re Ionosphere Clubs, Inc., 262 B.R. 604, 6l3 (Banl<r. S.DN,Y. 2001)(~ndin~;jurisdiction over disputes aiising after final decree where confirmation order provided for retention of jurisdiction); In re Fibremark, 369 B.R. 761, 767-68 (Bankr. D.Vt. 2007)(finding jurisdiction and reopening closed bankruptcy case where confirmation order and plan retained jurisdiction over dispute). Section S of this Court's May 28, 2009 Order provides that "The Bankruptcy CoLn~t may properly retain jurisdiction over the matters set forth in Article 13.1 of the Plan." Article 13,l of the Plan provides, in turn, that "the Bankruptcy Court shall retain continuing but not exclusive jurisdiction over Asbestos Insurance Actions." Article 1.10 of the Plan defines "Asbestos Insurance Actions" as "any ...right of any Asbestos Insurance Entity against any of PEN~1C, Reorganized THAN, or THAN related to any ...Insurance Settlement Agreement ..." Article -9-

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1.85 of the Plan, in turn, defines "Insurance Settlement Agreement" as "any of the agreements listed on the annexed Exhibit G [to the Plan]." The Settlement Agreement is listed under Section IX of I~xhibit G to the Plan. Accordingly, pursuant to the Bani<ruptcy Order and tl~e Ylan, this Court has retained jurisdiction to grant the relief sought by the AIG Companies in the Complaint, arising from PENAC and THAN's breach of the Settlement Agreement. BASIS FOR RELIEF PENAC and THAN have breached the Settlement Agreement by refusing to allow tl~e AIG Member Companies to exercise the audit rights accorded to them. By way of their Complaint, the AIU Member Companies seek remedies for this breach, including specific performance and declaratory relief. Commencement of an adversary proceeding is therefore proper, pursuant to Fed. R. Bankr. P. 7001(1),(7), and (9). This Court has stattrtory jurisdiction pursuant to 28 U.S.C. 1334(b), and has retained ancillary jurisdiction over implementation of the Settlement Agreen~eilt pursuant to Section 13.1 of the Plan a~~d this Coutt's May h, 2009 Order approving the Settlement Agreement. However, because a final decree has been entered closing the Debtor's Chapter 11 Case, the Gourt is respectfully urged to reopen the Chapter 11 Lase so as to allow the AIG Member Companies' Adversary Proceeding to move forward. Bankruptcy Rule 5010 provides that "[a] case may be reopened oz1 motion of the debtor or other party in interest pursuant to 350(b) of the Code." Fed. R. Banl<r. P, X010. I3an1<ruptcy Code Section 350(b) in turn provides that "[a] case n~iay be reopened in the court in which such case was closed to administer assets, to accord relief to the debtor, or for other cause." 11 U.S.C. ~350(b). While the Bankruptcy Code does not define "other cause," this Court has broad discretion to determine what constitutes cause for reopening this case pursuant to 3S0(b). Baetle "What constitutes 'cause' is not del~~ned and lies ( v. Marl son, 357 F.2d S 17, 523 (2d Cir. 1966) - 10-

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"). This Court can consider "numerous factors, primarily within the discretion of the [cou~~t] ... including equitable concerns, and ought to emphasize substance over technical considerations." In re Emmerlin~, 223 B.R. 860, 864 (B.A.P. 2d Cir. 1997). When considering whether to reopen a bankruptcy case to commence adversary proceedings, courts should consider four f=actors: "judicial economy, convenience to the parties, fairness and comity." In re Fibermark, supra, 369 B.R. at 768 (uotin In re Pores, 44 F.3d 159, 163 (2d Cir. 1995)) (finding "cause" for reopening case where, among other reasons, court had overseen bankruptcy from its inception, was therefore "intimately familiar with thc: issues in the case", sending matter to state cou~t would waste resources of the parties and the court, litigation in bankruptcy court did "not appear to be inconvenient" to the parties, and no state court proceeding was extant, quelling any comity concerns). Here, "cause" exists to reopen the Chapter 11 Case for purposes of commencing; an Adversary Proceeding to award the AIG Member Companies the relief sought in the Complaint. The Settlement Agreement, which this Court approved and has retained jurisdiction over, provides in Section 2.3 that the AIG Member Companies have the right to conduct an annual audit of payments and distributions made by the Asbestos PI Trust. PENAC and TI-IAN have interfered with the AIG Member Companies' audit rights by conditioning the exercise of those rights on an agreement to be bound by the ACRA and other conditions and limitatio~ls not provided for in the Settlement Agreement. As a result, the AIG Member Companies have been unable to carry out a meaningful audit, as they are entitled to do under the Settlement Agreement. This Count has overseen the THAN banla~uptcy from its inception, is "intinl~tcly familiar with the issues in the case", 369 B.R. at 768, and no proceedings have been commenced in any other court to enforce the AIG Member Companies' rights. Sending this matter to another -I1-

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court would be a waste ofjudicial resources. Moreover, the Settlement Agreement, which gives the AIG Member Companies their audit rights and their rights to take actions with respect to payment miscalculations and fraud, was approved by the Court and this Court has retained jurisdiction over the Settlement Agreement and its implementation. Cause, therefore, exists to reopen the Chapter 11 Case for the purposes of commencing this Adversary Proceeding.

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CONCLUSION For the reasons set forth above, the AIG Member Companies respectfully request that the Court enter an order substantially in the form of the Proposed Order that(1) reopens the Chapter 11 Case to allow the AIG Member Companies to commence an Adversary Proceeding to enforce their rights under the Settlement Agreement; and (2) grants such other and further relief as tl~e Court deems just and proper. Dated: New Yorl<, New Yorl< March 3, 2014 Respectfully submitted, HARDIN KUNDLA MCK~ON & POLETTO,P.A. /s/ Steven P. Murra~q.
Steven P. Murray, Esq. 110 William Street, 25`x' l~l~~or New York, NY 10038 Phone: (212)571-0 l 11 John S. Favate, Esq.

Henry T. M. LeFevre-Snee, Esq. 673 Morris Avenue Springfield, N~;w Jersey 07081 Phone:(973)912-5222 Atto~net's for Plaintiffs, AIU An~ericcan Compafay, Insurance Con~~~any, Assir~a ce Home In.strra~~ce Tire Birmii7ghcrm Company of Pennsylvania, Grcrnile State Inszrrance Company, Le~irrgton Insurance Company, card National Union T'i~c Insu~~cance Company of Pitlsbu~^gh, Pa.

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