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Case 1:08-cv-00229-JHR

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Bankruptcy Case No. 01-10578 (JKF)

FEDERAL-MOGUL GLOBAL INC., T&N LIMITED, et al.,

Reorganized Debtors.

CERTAIN UNDERWRITERS AT
LLOYD'S LONDON, et al., Appellants, V. FEDERAL-MOGUL GLOBAL INC., et al., Appellees.

) Civil Action Nos. 08-0229 and 08-0230

)

Judge Joseph H. Rodriguez

BRIEF OF THE LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS CLAIMANTS YOUNG CONAWAY STARGATT & TAYLOR, LLP James L. Patton, Jr. (DE Bar No. 2202) Edwin J. Harron (DE Bar No. 3396) Travis N. Turner (DE Bar No. 4926) The Brandywine Building 1000 West Street, 17'^' Floor P.O. Box 391 Wilmington, Delaware 19899-0391 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Counsel to Eric D. Green, Legal Representative for Future Asbestos Claimants

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Table of Contents Page 1. II. III. Introduction ...................................................................................................................... 2 Background Summary of the Dual Order Process ........................................................... 3 Argument .......................................................................................................................11 A. B. The Court Below was Authorized to Issue the Preemption Order, Which was Properly Before the Court as a Contested Matter ..............................................11 Certain Appellants Waived the Right to an Adversary Proceeding and Suffered no Prejudice Below by Resolving the Assignment and Preemption Issue as a Contested Matter ................................................................................................ 12 The Preemption Order was not a Declaratory Judgment ................................... 14 The Assignment and Preemption Issue was a Ripe Dispute .............................. 16 It was Appropriate for the Bankruptcy Court to Decide the Assignment and Preemption Issue in the Context of a Contested Matter .................................... 19

C. D. E.

Conclusion ..................................................................................................................... 22

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TABLE OF AUTHORITIES
Page Cases Applewood Chair Co. v. Three Rivers Planning & Dev. Dist.

(In re Applewood Chair Co.), 203 F.3d 914 (5th Cir. 2000) ........................................... 15,16
Binder v. Price Waterhouse & Co. LLP (In re Resorts Int'l, Inc.), 372 F.3d 154 (3d Cir. 2004) .................................................................................................. 14 Estate of Lellock v. Prudential Insurance Co. of Am.,

811 F.2d 186 (3d Cir. 1987) .................................................................................................. 14
Evcco Leasing Corp. v. Ace Trucking Co., 828 F.2d 188 (3d Cir. 1987) .................................................................................................. 12 Fidelity Nat'l Title Ins. Co. v. Bozzuto,

227 B.R. 466 (E.D. Va. 1998) ............................................................................................... 19
Halbert v. Yousif (In re Yousif), 201 F.3d 774 (6th Cir. 2000) ................................................................................................. 20 In re Amatex Corp., 107 B.R. 856 (E.D. Pa. 1989) .......................................................................................... 16,20 In re Combustion Eng' gam, 391 F.3d 190 (3d Cir. 2004) ............................................................................................ 14,15 In re Copper King Inn, Inc., 918 F.2d 1404 (9th Cir. 1990) ............................................................................................... 13 In re Envirodyne Indus.,

174 B.R. 955 (Bankr. N.D. Ill. 1994) .................................................................................... 20
In re Federal-Mogul Global, Inc.,

Case No. 01-10578,2008 Bankr. LEXIS 824 (Bankr. D. Del. Mar. 19,2008) ........... 2, 11, 16
In re Graham,

1998 Bankr. LEXIS 961 (Bankr. E.D. Pa. Aug. 3, 1998 ) ...................................................... 12
In re Hanson,

397 F.3d 482 (7th Cir. 2005) ................................................................................................. 21
In re Kaiser Aluminum Corp., 343 B.R. 88 (D. Del. 2006) .................................................................................................... 15

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In re Norley,

Case No. 01-37689, 2002 Baker. LEXIS 743 (Baker. E.D. Pa. June 24, 2002) ................... 12
In re Vandy, Inc.,

189 B.R. 342 (Bakkr. E.D. Pa. 1995) .................................................................................... 14
In re Village Mobile Homes, Inc., 947 F.2d 1282 (5th Cir. 1991) ............................................................................................... 12

In re Zolner, 249 B.R. 287, 292 (N.D. Ill. 2000) ....................................................................... 13
Khodara Envtl., Inc. v. Blakey,

376 F.3d 187 (3d Cir. 2004) .................................................................................................. 17
Krasny v. Baggy (In re Jamuna Real Estate, LLC), 365 B.R. 540 (Baner. E.D. Pa. 2007) .................................................................................... 19 Lernout & Hauspie Speech Prods. v. Baker

(In re Lernout & Hauspie Speech Prods.), 264 B.R. 336 (Banks. D. Del. 2001) .................. 13
Manus Corp. v. NRG Energy Inc. (In re O'Brien Envtl. Energy, Inc.),

188 F.3d 116 (3d Cir. 1999) .................................................................................................. 21
Midkiff v. Stewart (In re Midkif ), 342 F.3d 1194 (10th Cir. 2003) ............................................................................................. 20 NE Hub Partners L.P. v. CNG Transmission Corp.,

239 F.3d 333 (3d Cir. 2001) ............................................................................................ 17,18
Phoenix Elec. Contracting v. Lovece, 1993 U.S. Dist. LEXIS 17376 (S.D.N.Y. Dec. 7, 1993) ................................................. 18,19 Public Serv. Co. v. New Hampshire (In re Public Serv. Co.), 99 B.R. 506 (Bakkr. D.N.H. 1989 ) ........................................................................................ 17
Surrick v. Killion,

449 F.3d 520 (3d Cir. 2006) .................................................................................................. 18
Tenn. Student Assistance Corp. v. Hood,

541 U.S. 440 (2004) ............................................................................................................... 14
Travelers Ins. Co. v. Obusek, 72 F.3d 1148 (3d Cir. 1995) .................................................................................................. 17 Statutes 28 U.S.C. 1334(e) .................................................................................... ............................... 14 28 U.S.C. 157(b)(1) ................................................................................................................ 14

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28 U.S.C. 157 (b)(2)(A) .......................................................................................................... 14 28 U.S.C. 157 (b)(2)(L) .......................................................................................................... 14 28 U.S.C. 157 (b)(2)(M) ......................................................................................................... 14 Rules

Fed. R. Banlcr. P. 7001(1).. .......................................................................................................... 21 Fed. R. Banlcr. P. 7001(6) .........................................................:................................................ 21 Fed. R. Banlcr. P. 7001(9) .......................................................................................................... 20

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE .
In re:

Chapter 11
Bankruptcy Case No. 01-10578 (JKF)

FEDERAL-MOGUL GLOBAL INC., T&N LIMITED, et al.,

Reorganized Debtors. CERTAIN UNDERWRITERS AT ) Civil Action Nos. 08-0229 and 08-0230

LLOYD'S LONDON , et al.,
Appellants, V. ) Judge Joseph H. Rodriguez

FEDERAL-MOGUL GLOBAL INC., et al.,
Appellees.

BRIEF OF THE LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS CLAIMANTS The Legal Representative for Future Asbestos Claimants ("FCR") files this brief in the above-captioned matter in response to Section 1 of Certain Appellants ' Briefon Appeal by Appellant Hartford. ' With respect to the balance of Certain Appellants ' Briefon Appeal and to the Brief of Appellants, Certain Underwriters at Lloyd's, London and Certain London Market Companies 2, the FCR hereby joins the briefs filed by Appellee the Reorganized Debtors and by Appellee the Official Committee of Asbestos Claimants ("ACC").

Certain Appellants' Brief on Appeal at 13-16. r Certain Underwriters at Lloyd's, London, and Certain London Market Companies ("LMI") did 2 not raise on appeal the issues to which this brief responds.

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I.

Introduction

Certain Appellants' contention that the relief granted by the Bankruptcy Court was procedurally defective is utterly without merit. As the undisputed record makes clear, the Bankruptcy Court carefully and properly ruled on the Assignment and Preemption Issue3 in the consensual procedural context of a contested matter initiated by Certain Appellants and litigated by the parties for years in a live controversy squarely before the Bankruptcy Court. Certain Appellants' insistence upon a formal adversary proceeding contradicts the very procedure to which they not only consented but requested. Certain Appellants initiated the dispute over the Debtors' proposed transfer of certain insurance rights to a section 524(8) trust by objecting to the Third Amended Plan on that ground nearly four years ago. Since that time, Certain Appellants have been involved in every procedural step leading up to the Bankruptcy Court's resolution of the Assignment and Preemption Issue. Certain Appellants explicitly requested that the Bankruptcy Court resolve the Assignment and Preemption Issue by way of a separate contested matter when they joined in the filing of the Joint Motion Seeking Determination of Asbestos Insurance Assignment and Preemption Issues Pursuant to Plan (the "Joint Motion"). [D.I. 13499]. Joint Motion, 8. Certain Appellants further consented to the resolution of the Assignment and Preemption Issue by the Bankruptcy Court (subject to preserving their appeal rights), by stipulating "not to oppose ... entry by the Bankruptcy Court of the Preemption Order...." Certain Insurer Preemption Stipulation (as defined below), 1. At
The Assignment and Preemption Issue is "[w]hether, under the Bankruptcy Code as a matter of 3 law, the [assignment of Asbestos Insurance Policies to a 524(g) trust] is valid and enforceable against the Insurers notwithstanding anti-assignment provisions in or incorporated in the Policies and applicable state law." In re Federal-Mogul Global, Inc., Case No. 01-10578, 2008 Bankr. LEXIS 824, *2-3 (Bankr. D. Del. Mar. 19, 2008)

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the time they agreed to this stipulation, Certain Appellants did not (and could not) suggest that the Assignment and Preemption Issue was unripe for determination. By their words and deeds, Certain Appellants have waived - and are estopped from raising - the technical, procedural, and jurisdictional arguments asserted in their appellate brief. The Bankruptcy Court did not need to resort to the Declaratory Judgment Act to resolve the Assignment and Preemption Issue. But even if it did, the Bankruptcy Court's ruling still withstands appellate scrutiny for four reasons - (i) the Assignment and Preemption Issue was ripe for adjudication below, (ii) the matter was fully litigated, (iii) Certain Appellants waived any argument to have the matter heard by adversary proceeding, and (iv) Certain Appellants suffered no unfair prejudice. II. Background Summary of the Dual Order Process

The Debtors, together with representatives of the majority of economic stakeholders at all levels of Federal-Mogul Corporation's capital structure (collectively, the "Plan Proponents"),4 filed the Third Amended Joint Plan of Reorganization on June 4, 2004 (the "Third Amended Plan"). [D.I. 5121]. The Third Amended Plan was based primarily on an agreement between the Unsecured Creditors Committees and the ACC, which, at its core, provided that 49.9% of the common stock of Reorganized Federal-Mogul would be distributed to the company's prepetition noteholders, and 50.1% of the stock would be placed in a trust established pursuant to Section 524(g) of the Bankruptcy Code for the benefit of holders of asbestos-related personal injury claims and demands (the "Trust"). See Disclosure Statement Describing Third Amended Joint

The Plan Proponents are the Debtors, the Unsecured Creditors Committee, the ACC, the FCR, the 4 Administrative Agent and the Equity Committee. Capitalized terms used and not defined herein have the meanings as set forth in the Fourth 5 Amended Joint Plan or Reorganization (As Modified) dated November 5, 2007 [D.I. 13660] as confirmed by the Court, or if not in the Plan, in the briefs in support thereof.

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Plan of Reorganization, dated June 4, 2004, at 80 [D.I. 5122]. The Third Amended Plan also provided that holders of asbestos-related personal injury claims and demands would receive the economic benefits of certain of the Debtors' asbestos insurance policies and related asbestos insurance rights and recoveries, by virtue of such insurance policy rights and recoveries being contributed to the Trust. Id. Certain of the Debtors' insurers objected to the Third Amended Plan on the grounds, among others, that the transfer of asbestos insurance-related assets to the Trust would violate certain anti-assignment provisions in the Debtors' insurance policies and otherwise applicable state law. As a result of the insurers' objections to the confirmation of the Debtors' Third Amended Plan in early 2004, the Assignment and Preemption Issue was joined, and a live case or controversy arose. The Debtors, the ACC and the FCR subsequently entered into an agreement with certain insurers (including those appealing insurers that submitted Certain Appellants' Brief on Appeal filed in these appeals at Docket No. 13 (the "Certain Appellants")), in which the Debtors, the ACC, and the FCR agreed to certain modifications to the Third Amended Plan, in exchange for the stipulating insurers' agreement to limit their plan confirmation objections and related confirmation discovery. This agreement was memorialized in the Stipulation and Agreed Order, dated June 30, 2006 (the "Certain Insurers' Insurance Stipulation"), which was approved by the Bankruptcy Court by order dated September 19, 2006. [D.I. 10113; D.I. 10606]. Pursuant to the Certain Insurers' Insurance Stipulation, certain insurers (including Certain Appellants) agreed to limit their objections to the Plan to the following two narrow and discrete legal issues:

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i. Whether, under the Bankruptcy Code as a matter of law, the Assignment6 is valid and enforceable against the Insurers notwithstanding anti- assignment provisions in or incorporated in the Policies and applicable state law; and ii. Whether the Plan complies with Bankruptcy Code Sections 524(g)(2)(B)(i)(II ) and (III). Certain Insurers ' Insurance Stipulation, T 3.a. Consistent with the terms of the Certain Insurers' Insurance Stipulation , on or about June 4, 2007 , the Plan Proponents filed the Fourth Amended Joint Plan of Reorganization (as modified, the "Fourth Amended Plan" or "Plan"), which incorporated the modifications to which the Debtors, the ACC, and the FCR had agreed in the Certain Insurers' Insurance Stipulation. The Plan continued to contemplate that certain asbestos insurance-related proceeds, assets and other rights would be contributed to the Trust on the Effective Date of the Plan . Plan, 1.1.218, 4.3. After the filing of the Fourth Amended Plan, the Plan Proponents entered into an agreement with LMI. Similar to the Certain Insurers ' Insurance Stipulation, the Plan Proponents agreed to make certain modifications to the Plan in exchange for LMI ' s agreement to limit its objections to Plan confirmation . This agreement was memorialized in a stipulation dated July 10, 2007 (the "LMI Insurance Stipulation"). [D.I. 13062] . Pursuant to the LMI Insurance Stipulation, the Plan Proponents and LMI agreed that: the only issue London Market Insurers will litigate in connection with confirmation of the Plan is whether , under the Bankruptcy Code as a matter of law, the assignment of any Asbestos Insurance Policies or other rights and obligations with respect to, arising under, or related to Asbestos Insurance Policies subscribed by London Market Insurers, is valid and enforceable against London
The term "Assignment" is defined as "any transfer of Asbestos Insurance Assets, Asbestos 6 Insurance Policies or other rights and obligations with respect to Asbestos Insurance Policies to the Trust under the Plan or the Plan Documents." Certain Insurers ' Insurance Stipulation, 2.
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Market Insurers notwithstanding (i) anti-assignment provisions in or incorporated in the Asbestos Insurance Policies subscribed by London Market Insurers and (ii) applicable state law. LMI Insurance Stipulation, 2. Both the Certain Appellants and LMI (as well as other insurers) continued to object and litigate the Assignment and Preemption Issue in connection with the confirmation of the Fourth Amended Plan. See e. g., Briefs appended under Tabs 9a and 9b to the Joint Submission of Plan Objectors' Post-Trial Briefs in Opposition to Confirmation of Fourth Amended Joint Plan of Reorganization and the prior submissions referred to therein ("Post-Trial Brief'). [D.I. 13182]. In response, the Plan Proponents filed briefs in support of the Plan's proposed assignment of certain asbestos insurance-related proceeds, assets and other rights to the Trust, notwithstanding any anti-assignment provisions in the subject insurance policies or otherwise applicable state law to the contrary. [D.I. 582593566; D.I. 13249]. Accordingly, the Assignment and Preemption Issue underlying these appeals was fully joined, briefed and argued as part of the contested proceedings before the Bankruptcy Court respecting the confirmation of the Fourth Amended Plan, and there continued to be a live case or controversy among the parties. After at least eight days of hearings before the Bankruptcy Court, by the time the Plan confirmation hearings came to a close in early October 2007, the credit markets had deteriorated from the market conditions in place when the Debtors obtained their approximately $3.5 billion exit financing commitment in February 2007. It was therefore in the best interests of the Debtors, their creditors, their interest holders and other parties in interest for the Debtors to achieve a final and non-appealable confirmation order and emerge from bankruptcy by the scheduled expiration of their exit financing commitment on December 31, 2007. It was in this context that, at the conclusion of the October 2, 2007 confirmation hearing, counsel for the ACC

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proposed on the record to potentially "spin off" any ruling on the Assignment and Preemption Issue into a separate order from the confirmation order . See Oct. 2, 2007 Conf. Hearing Tr., 118:16-21. Among other insurers, counsel for Hartford, one of the Certain Appellants in this matter, agreed to consider such an approach. See Oct. 2, 2007 Conf. Hearing Tr., 118:22-23. The Debtors , the other Plan Proponents and the objecting insurers very soon thereafter began in earnest good-faith negotiations to bifurcate the resolution of the Assignment and Preemption Issue from the confirmation order to facilitate the Debtors' emergence from chapter 11 on a consensual basis prior to December 31, 2007 . Importantly, under the terms of the Plan, a ruling on such issue was not an express condition precedent to either the confirmation or effectiveness of the Plan, and thus could be determined separately without impacting the Debtors' ability to cause the Plan to become effective . See Plan, 7.1, 7.2. As a result of these negotiations, Certain Appellants, certain other insurers, the Debtors, and the other Plan Proponents filed (or later joined) the Joint Motion on October 17 , 2007. The Joint Motion sought to effectuate a consensual process by which the Plan could be confirmed and become effective prior to the expiration of the exit financing commitment, while providing a separate, independent track for the resolution of the Assignment and Preemption Issue and preserving the objecting insurers ' right to appeal any such ruling. See Joint Motion, T 8, 11-12. Pursuant to the Joint Motion, the joint movants expressly acknowledged that "a clear dispute on the Assignment and Preemption Issue8 has arisen in connection with the Confirmation

7

Two groups of insurers who are appellants in these cases - Columbia Casualty Company, Continental Casualty Company, and The Continental Insurance Company, both in its individual capacity and as successor to certain interests of Harbor Insurance Company (collectively, the "CNA Entities"), and Fireman's Fund Insurance Company and National Surety Company (collectively, "Fireman's Fund") did not sign the Joint Motion when originally filed, but subsequently joined the Joint Motion by virtue of the Certain Insurer Preemption Stipulation. Certain Insurer Preemption Stipulation, 7"' recital, 4. Accordingly, all of the Certain Appellants are now deemed parties to the Joint Motion.

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of the-Plan." Id. The parties further recognized that, in light of their mutual desire to preserve appeal rights without interfering with the effectiveness of the Plan, they were seeking "to have this matter adjudicated and resolved by way of separate contested matter pursuant to this Motion." Joint Motion, 8. Indeed, the joint movants acknowledged that "[t]his Motion ... constitutes a contested matter pursuant to Bankr. R. 9014." Joint Motion, 4. In connection with the resolution of the Joint Motion, a group of insurers (including Certain Appellants) and LMI signed two separate but similar stipulations with the Plan Proponents that, among other things, established the bifurcated procedure by which the Plan could be confirmed and go effective regardless of whether, when or how the separate Assignment and Preemption Issue might ultimately be resolved. See Stipulation and Order Regarding Remaining London Market Objections to the Plan (the "LMI Preemption Stipulation") [D.I. 13670]; Stipulation to Preserve Appeals on the Asbestos Insurance Assignment and Preemption Issue (the "Certain Insurer Preemption Stipulation") [D.I. 13671]. Both stipulations were approved by the Bankruptcy Court on November 8, 2007, and the stipulations are therefore binding on all parties to these appeals. Id. In particular, under the respective stipulations, LMI, on the one hand, and Certain Appellants, on the other, voluntarily consented to (among other things) the procedure pursuant to which the Assignment and Preemption Issue would be determined by the Bankruptcy Court. For example, in the LMI Preemption Stipulation, LMI stipulated that "[t]he Preemption Issues can be determined by the Bankruptcy Court in a contested matter separate from consideration of
Under the Joint Motion, the "Assignment and Preemption Issue" was based upon "the Plan 8 Assignment Objections filed by the Objecting Insurers, on the one hand; and, the position of the Plan Proponents, on the other hand - that the assignment of rights in certain insurance policies to the Trust is valid and enforceable under Sections 524(g), 541(c)(1) and/or 1123(a)(5)(B) of the Bankruptcy Code, which, the Plan Proponents contend, preempt any anti-assignment provisions and any state law defenses that may be provided under the insurance policies and applicable state law." Joint Motion, T 8.

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confirmation of the Plan, while preserving any appeal by LMI of an adversary ruling on the LMI Preemption Issue." LMI Preemption Stipulation, ^ 1. Through the Joint Motion, however, Certain Appellants had already agreed to the procedure for adjudicating the "Assignment and Preemption Issue" (as defined therein). Joint Motion, ^T 4, 8 ("This Motion ... constitutes a contested matter pursuant to Bankr. R. 9014.... [A] clear dispute on the Assignment and Preemption Issue has arisen in connection with the Confirmation of the Plan.... [T]he parties have sought to have this matter adjudicated and resolved by way of separate contested matter pursuant to this Motion.") Accordingly, in the Certain Insurer Preemption Stipulation, Certain Appellants also agreed that "[t]he Stipulating Insurers shall not oppose ... entry by the Bankruptcy Court of the Preemption Order, provided, however, that the Stipulating Insurers preserve all rights to appeal the Preemption Order."9 Certain Insurer Preemption Stipulation,

T 1.
In addition, each stipulation contained explicit language recognizing the separateness of the Confirmation Order (defined below) from the resolution of the Assignment and Preemption Issue. See Certain Insurer Preemption Stipulation, T 2 ("The Plan Proponents shall request that the Court include in the Confirmation Order a provision providing that such Confirmation Order does not constitute or contain a ruling on Plan Assignment Objections or the Assignment and Preemption Issue."); LMI Preemption Stipulation, T 3 ("The Confirmation Order will expressly

The term "Preemption Order" as used in the Certain Insurer Preemption Stipulation referred to a 9 stipulated form of proposed order attached to the Joint Motion providing, among other things, that (i) "[t]he transfer and assignment of the Asbestos Insurance Actions, the Asbestos Insurance Action Recoveries, and the Asbestos In-Place Insurance Coverage by the Debtors to the Trust pursuant to the Plan, including, without limitation, Section 4.3 thereof, is valid and enforceable, and binding upon all Persons, including each of the counterparties to or under any applicable Asbestos Insurance Policies, pursuant to Sections 524(g), 541(c)(1) and 1123(a)(5)(B) of the Bankruptcy Code", and (ii) "[t]he Bankruptcy Court hereby concludes that Sections 524(g), 541(c)(1) and 1123(a)(5)(B) of the Bankruptcy Code preempt any anti-assignment provisions under the Asbestos Insurance Policies and applicable state law."

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state that (i) it is not approving the assignment of Insurance Rights set forth in the Plan or determining the Preemption Issues; (ii) the Preemption Order will be entered separately; and, [sic] (iii) the Preemption Order will be a final and appealable Order with respect to the Preemption Issues."). Accordingly, based upon the provisions set forth in the Joint Motion and the corresponding stipulations, and through their deeds and words , Certain Appellants preserved their right to argue the merits of the Assignment and Preemption Issue on appeal , but they waived, and are estopped from asserting , any challenge to the stipulated procedure by which that issue was resolved in the Bankruptcy Court and reached this Court on appeal - i. e., through a contested matter bifurcated from the Plan Confirmation Order. Consistent with the Joint Motion and the related preemption stipulations, both the Confirmation Order10 and the Findings and ConciusionsiI contained explicit language reflecting the bifurcation of the Plan confirmation process from a ruling on the Assignment and Preemption Issue. Specifically, Section IV.F.2 of the Confnmation Order provided that " [t]he terms and conditions of this Confirmation Order are separate and independent from, and are mutually independent of, the terms and conditions of the Preemption Order." See also Confirmation Order, VII.A.4 ("[T]his Confirmation Order does not constitute or contain a ruling on the Plan Assignment Objections or the Assignment and Preemption Issue.... Without limiting the foregoing ..., the Bankruptcy Court hereby determines that ... this Confirmation Order is not approving the assignment of Insurance Rights ... set forth in the Plan or determining the Preemption Issues ... [, and] the Preemption Order has been , or will be, entered separately from this Confirmation Order ..."). Similarly, Section II .K. of the Findings and Conclusions provided
Order Confirming Fourth Amended Joint Plan of Reorganization for Debtors and Debtors-inPossession (as Modified) (the "Confirmation Order"). [D.I. 13674]. Findings of Fact and Conclusions of Law Regarding Confirmation of Fourth Amended Joint " Amended Plan of Reorganization for Debtors and Debtors-in-Possession (as Modified) (the "Findings and Conclusions"). [D.I. 13672].
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that "[t]hese Findings of Fact and Conclusions of Law are separate and independent from, and are mutually independent of, the terms and conditions of the Preemption Order." The Confirmation Order and the Findings and Conclusions were approved by the Bankruptcy Court on a wholly consensual basis on November 8, 2007 [D.I. 13674 and 13672, respectively]. This Court affirmed the Confirmation Order and adopted the Findings and Conclusions on November 13, 2007. Agreeing with the process requested by the Plan Proponents and Certain Appellants, the Bankruptcy Court issued an order (the "Preemption Order") and a corresponding memorandum opinion on March 19, 2008 [D.I. 14237], which held that "the assignment of rights in certain insurance policies to the asbestos trust, as provided in part by Section 4.3 of the [Fourth Amended Plan], is valid and enforceable pursuant to 524(g), 541(c)(1), 1123(a)(5)(B) and 1129(a)(1) of the Bankruptcy Code notwithstanding anti-assignment provisions in or incorporated in the policies and applicable state law." In re Federal-Mogul Global, Inc., 2008 Bankr. LEXIS 824 at *24. The present appeals followed. III. A. Argument The Court Below was Authorized to Issue the Premption Order, Which was Properly Before the Court as a Contested Matter.

As described above, Certain Appellants joined in requesting that the Bankruptcy Court consider the Assignment and Preemption Issue as a contested matter. This request was a pragmatic one. In light of the fact that the Assignment and Preemption Issue is solely a matter of applying the Bankruptcy Code with no facts in dispute, no practical purpose would have been served by initiating an adversary proceeding and Certain Appellants suffered no prejudice from having this dispute resolved as a contested matter. Certain Appellants now argue on appeal that the Preemption Order is in the nature of a declaratory judgment and, as such, the Assigmnent and

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Preemption Issue could only have been properly brought as an adversary proceeding. Certain Appellants further argue that even if an adversary proceeding had been brought seeking declaratory relief, the Bankruptcy Court still would not been authorized to decide the Assignment and Preemption Issue because it was not yet ripe. This Court should reject Certain Appellants' argument on multiple grounds, not the least of which is that their argument is contrary to their prior conduct and representations to the court below. Beyond that, Certain Appellants' argument finds no support in the law or the well-settled axioms of jurisprudence. Both law and equity compel the conclusion that the Bankruptcy Court was the appropriate forum in which to resolve the Assignment and Preemption Issue. B. Certain Appellants Waived the Right to an Adversary Proceeding and Suffered no Prejudice Below by Resolving the Assignment and Preemption Issue as a Contested Matter

Certain Appellants have waived any right they may have had 12 to argue that this dispute must be resolved by way of an adversary proceeding. Evcco Leasing Corp. v. Ace Trucking Co., 828 F.2d 188, 195 (3d Cir. 1987) ("It is well settled that waiver may be established by conduct inconsistent with claiming the waived right or any action or failure to act evincing an intent not to claim the right."); In re Village Mobile Homes, Inc., 947 F.2d 1282, 1283 (5th Cir. 1991) ("Compliance with the requisites of an adversary proceeding may be excused by waiver of the parties."); In re Norley, Case No. 01-37689 (DWG), 2002 Bankr. LEXIS 743, * 16-17 (Bankr. E.D. Pa. June 24, 2002) ("While the relief sought by the Movant requires the filing of a formal adversary proceeding, the requirement can be waived by lack of objection and participation in the contested matter procedure under Rule 9014." (quoting In re Graham, 1998 Bankr. LEXIS 961, at *5 n.4 (Bankr. E.D. Pa. Aug. 3, 1998)). Certain Appellants explicitly endorsed proceeding by way of a contested matter by signing the Joint Motion wherein they represented to
12 Post-Trial Brief, Tab 9a(1), 1.
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the Bankruptcy Court that "[t]his motion also constitutes a contested matter pursuant to Baker. R. 9014" and requested that the Assignment and Preemption Issue be "adjudicated and resolved by way of separate contested matter." Joint Motion,' 4, 8. Certain Appellants' representations to the Bankruptcy Court constituted a waiver of their right to request to have the Preemption and Assigment Issue heard as an adversary proceeding. Moreover, even if the court below erred by allowing the Assignment and Preemption Issue to proceed by motion rather than complaint, any such error is harmless. In re Copper King Inn, Inc., 918 F.2d 1404, 1407 (9th Cir. 1990) (where the parties had a full and fair opportunity to participate in the proceedings, it was not a reversible error for the bankruptcy court to resolve a dispute over the validity of a lien as a contested matter in the context of plan confirmation even though Bankruptcy Rule 7001(6) requires an adversary proceeding for such relief). Certain Appellants have not alleged, let alone established, any unfair prejudice. The parties agreed that the Assignment and Preemption Issue was exclusively a legal dispute in respect to which no discovery was required. Certain Insurers' Insurance Stipulation, 2, 3(a)(i), and 5. Certain Appellants fully protected their interests throughout the proceedings, including by objecting and participating in voluminous amounts of briefing and lengthy hearings. They simply were not prejudiced by litigating on a contested-matter basis. See In re Copper King Inn, Inc., 918 F.2d at 1407 (declining to find reversible error when proceeding by motion where for "all practical purposes an adversarial proceeding was held in this case"); Lernout & Hauspie Speech Prods. v. Baker (In re Lernout & Hauspie Speech Prods.), 264 B.R. 336, 340 (Baker. D. Del. 2001) ("Courts have routinely allowed matters to proceed that have been filed as contested matters when they should have been filed as adversary complaints, where no prejudice has been found."); In re Zolner, 249 B.R. 287, 292 (N.D. Ill. 2000) ("[U]nless the party is able to

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demonstrate prejudice by the failure to file an adversary proceeding, a court will find the error [in filing a motion instead of a complaint] constitutes harmless error."); In re Vandy, Inc., 189 B.R. 342, 346 (Bankr. E.D. Pa. 1995) (finding that although an adversary proceeding should have been brought to determine the validity of a lien, no unfair prejudice resulted from the defective contested-matter procedure). C. The Preemption Order was not a Declaratory Judgment

Another fundamental flaw in Certain Appellants' legal analysis is that it assumes that the Bankruptcy Court's authority stems from the Declaratory Judgment Act. This simply is not so. The Bankruptcy Court's authority to issue the Preemption Order derived from its statutory jurisdiction over core proceedings and exclusive jurisdiction over property of the estate. 28 U.S.C. 1334(e) and 157(b)(1); Tenn. Student Assistance Corp. v. Hood, 541 U.S. 440,447 (2004) ("Bankruptcy courts have exclusive jurisdiction over a debtor's property, wherever located, and over the estate."). It is well-settled law, and Certain Appellants do not contest, that insurance rights like the rights at issue in the Preemption Order, constitute property of the estate. In re Combustion Eng'g, Inc., 391 F.3d 190,219 (3d Cir. 2004). As the Bankruptcy Code empowers the Bankruptcy Court to transfer estate property through a plan of reorganization, the Bankruptcy Court was authorized to issue the Preemption Order by virtue of its core jurisdiction over plan confirmation and the administration of property of the estate. 28 U.S.C. 157(b)(1) and (2)(A), (L), and (NI); Binder v. Price Waterhouse & Co., LLP (In re Resorts Int'l, Inc.), 372 F.3d 154, 162-63 (3d Cir. 2004) ("We have held that a core proceeding under section 157 is one that invokes a substantive right provided by title 11 or one that by its nature, could arise only in the context of a bankruptcy case .") (internal citations omitted); Estate of Lellock v. Prudential Insurance Co. of Am., 811 F.2d 186, 189 (3d Cir. 1987) (holding that an insurance policy is property of the estate within the meaning of section 541, even if the policy has not matured, has
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no cash value, or is otherwise contingent); In re Combustion Eng'g, Inc., 391 F.3d at 219 n.27 (stating that the Bankruptcy Code expressly contemplates "the inclusion of debtor insurance policies in the bankruptcy estate"); In re Kaiser Aluminum Corp., 343 B.R. 88, 94 (D. Del. 2006) (holding that the bankruptcy court had "jurisdiction to adjudicate the assignment issues related to the insurance policies as property of the estate under ... the Bankruptcy Code."). Because the Preemption Order did not constitute a declaratory judgment, the balance of Certain Appellants' argument regarding the necessity of an adversary proceeding and the question of ripeness falls by the wayside. The fact that the Bankruptcy Court resolved the Assignment and Preemption Issue in the Preemption Order rather than the Confirmation Order does not render the Preemption Order a declaratory judgment. 13 The Fifth Circuit Court of Appeals rejected the same argument that Certain Appellants press here, holding that a bankruptcy court's authority to issue a separate order clarifying the scope of the relief provided pursuant to its own confirmation order was not derived from the Declaratory Judgment Act. Applewood Chair Co. v. Three Rivers Planning & Dev. Dist. (In re Applewood Chair Co.), 203 F.3d 914 (5th Cir. 2000). In Applewood, the debtor sold certain equipment that had secured an obligation of the debtor to a creditor ("Three Rivers"). Three Rivers brought a motion seeking clarification of the confirmation order to determine its rights to proceed against the debtor's president, who had personally guaranteed the loan. Id. at 918. In response to the debtor's argument that Three Rivers' motion could only be
Equally to the point, Certain Appellants are estopped from now arguing that the Bankruptcy Court lacked the authority to issue the Preemption Order because its disposition of the Assignment and Preemption Issue was not set forth in the Confirmation Order. Certain Appellants agreed that "[t]he Stipulating Insurers shall not contend in any appeal of the Preemption Order that the fact that the determinations set forth in the Preemption Order were set forth therein, rather than in the Confirmation Order, constitutes a basis for or otherwise supports reversal of the Preemption Order." Certain Insurer Preemption Stipulation, T 4. In the face of this agreement, Certain Appellants should not now be heard to argue that the Preemption Order must be resolved by way of declaratory judgment rather than as part and parcel of the Bankruptcy Court's plan confirmation process.
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resolved through an adversary proceeding as Three Rivers was seeking declaratory relief, the Fifth Circuit ruled that a motion seeking to "clarify the `intent and effect"' of the bankruptcy court's confirmation order was not in the nature of a declaratory judgment action and that the motion was appropriately resolved by the bankruptcy court as a contested matter. Id. Certain Appellants' only case on this point does not support the proposition that the Preemption Order constitutes a declaratory judgment. Certain Appellants rely entirely on In re Amatex Corp., 107 B.R. 856 (E.D. Pa. 1989), for the proposition that the Preemption Order is in the nature of a declaratory judgment. Amatex is readily distinguished from the instant case. In Amatex, the debtor sought a full adjudication concerning its rights under certain insurance policies, including whether the insurers had an obligation to indemnify the debtor for personal injury and property damage claims, the nature of the insurers' duty to defend pre-petition lawsuits and post-petition proofs of claim, the liability of the insurers for certain administrative costs, and whether certain provisions in the insurance policies created unsecured claims against the debtor's estate. Id. at 860. Here, the scope of the Preemption Order does not approach the breadth of the relief at issue in Amatex. The Preemption Order resolves only the narrow issue of whether the Trust can stand in the shoes of the Debtors in respect to certain asbestos insurance rights assigned to the Trust pursuant to the Plan. All of Certain Appellants' coverage defenses are unaffected by the Preemption Order and are fully preserved. In re Federal-Mogul Global, Inc., 2008 Bankr. LEXIS 824 at *21 ("Coverage issues, including, inter alia, proof that an event giving rise to liability occurred within the covered period before a specific policy can be accessed for coverage, are all preserved."); Plan, 10.4. D. The Assignment and Preemption Issue was a Ripe Dispute

Regardless of whether the Preemption Order was a declaratory judgment or not, the Bankruptcy Court clearly resolved a "ripe" dispute regarding the efficacy of Section 4.3 of the
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Plan. See Public Serv. Co. v. New Hampshire (In re Public Serv. Co.), 99 B.R. 506, 509 (Bankr. D.N.H. 1989) (holding that a declaratory judgment action to determine preemptive effect of proposed plan was ripe for adjudication even though the actual terms and scope of the dispute between the parties was subject to further proceedings). In the context of declaratory judgments, ripeness is often determined by considering: "[(i)] the `adversity of the interest' between the parties to the action, [(ii)] the `conclusiveness' of the declaratory judgment, and [(iii)] `the practical help, or utility' of the declaratory judgment." Travelers Ins. Co. v. Obusek, 72 F.3d 1148, 1154 (3d Cir. 1995); NE Hub Partners, L.P. V. CNG Transmission Corp., 239 F.3d 333, 342 (3d Cir. 2001) (same) (citing Step-Saver Data Sys., Inc., Wyse Tech., 912 F.3d 643, 647 (3d Circ. 1990)). A brief review of each of these three factors makes clear that the Assignment and Preemption Issue was ripe for adjudication by the Bankruptcy Court. An "adversity of interest" certainly exists here. The interests of the Plan Proponents and Certain Appellants are fully adverse in respect of the Assignment and Preemption Issue. Khodara Envtl., Inc. v. Blakey, 376 F.3d 187, 196 (3d Cir. 2004) (finding adversity of interest where "the parties are in a sufficiently adversarial posture to be able to present their positions vigorously" such as by taking opposing position regarding whether the action in question was authorized by statute). The Plan Proponents (and the beneficiaries of the Trust) on the one hand have an interest in ensuring that the Trust, along with its assumption of the Debtors' liability for asbestos personal injury claims, receives the full economic benefit of the insurance available to the Debtors to pay such claims. Certain Appellants, on the other hand, have doggedly pursued their interest in using the Debtors' bankruptcy proceedings to attempt to limit the Trust's access to proceeds from policies that insure the Debtors.

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As no facts were in dispute, the "conclusiveness" prong of the ripeness analysis also is satisfied here . See NE Hub Partners , L.P. v. CNG Transmission Corp., 239 F.3d 333, 344 (3d Cir. 2001) (holding that "conclusiveness" is satisfied where "the question presented is predominately legal" and no "further factual development would facilitate decision"); Surrick v. Killion, 449 F.3d 520, 528 (3d Cir. 2006) ( holding that "cases presenting predominantly legal questions are particularly amenable to a conclusive determination" and that "federal preemption [is] predominantly legal for purposes of the conclusiveness prong" ). Here, the Assignment and Preemption Issue is a pure question of law. Certain Insurers ' Insurance Stipulation, 3.a. The Bankruptcy Court also served the interest of practical utility when it resolved the Assignment and Preemption Issue. A declaratory judgment has "practical utility" where one of the parties will suffer hardship if judgment was withheld . NE Hub Partners, L.P. v. CNG Transmission Corp., 239 F.3d 333, 344-345 (3d Cir. 2001) ("[ P]ractical utility goes to whether the parties ' plans of actions are likely to be affected by a declaratory judgment and considers the hardship to the parties of withholding judgment.") (citations omitted). Without the ability to obtain a ruling on the Assignment and Preemption Issue from the Bankruptcy Court, the Plan Proponents or the Trust would be forced to press the issue in multiple coverage disputes in state courts ill-suited to address questions of federal policy. Phoenix Elec. Contracting v. Lovece, Case No 93-4340, 1993 U. S. Dist. LEXIS 17376, * 11 (S.D.N.Y. Dec. 7, 1993) ("From the viewpoint of judicial economy, the preemption question -- implicating federal policy -- is best addressed in federal court."). Certain Appellants ' own argument illustrates why the Assignment and Preemption Issue was appropriately resolved by the Bankruptcy Court. According to Certain Appellants, the Assignment and Preemption Issue can only be resolved in the future when the parties seek to

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adjudicate the ultimate issue of insurer liability to the Trust in coverage litigation that is likely to occur in multiple jurisdictions throughout the country . Taken to its logical conclusion, Certain Appellants' argument would lead to three results that are fully at odds with well -established jurisprudence . First, it would deprive a federal court the opportunity to hear a matter involving preemption,. which is clearly a matter of federal policy best decided by a federal court . Phoenix Elec. Contracting v. Lovece , 1993 U.S . Dist. LEXIS 17376 at *11 ("From the viewpoint of judicial economy, the preemption question -- implicating federal policy -- is best addressed in federal court."). Second, it would potentially subject Section 4.3 of the Plan to multiple , possibly conflicting interpretations regarding the transfer of estate property over which the Bankruptcy Court has exclusive jurisdiction, and thus undermine the purpose of centralized bankruptcy proceedings . Fidelity Nat' l Title Ins. Co. v. Bozzuto , 227 B .R. 466, 470 (E.D . Va. 1998) (stating that the primary purpose of the automatic stay and the bankruptcy estate is to "insure that the debtor's affairs will be centralized, initially, in a single forum in order to prevent conflicting judgments from different courts and in order to harmonize all of the creditors ' interests with one another") (citation omitted). Third, it would waste valuable judicial resources by having several other courts address the Assignment and Preemption Issue even though it was already properly before a single court of competent jurisdiction . Krasny v. Bagga (In re Jamuna Real Estate, LLC, 365 B.R. 540, 564 (Bankr. E.D. Pa. 2007 ) ("Because multiple district courts adjudicating the same controversy between the same parties would waste scarce judicial resources, the first court properly cognizant of the controversy should decide the issues before it."). E. It was Appropriate for the Bankruptcy Court to Decide the Assignment and Preemption Issue in the Context of a Contested Matter

Even if this Court were to find that the Preemption Order is, in effect , a declaratory judgment, that does not compel the conclusion that the Preemption Order could only issue from

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an adversary proceeding. An adversary proceeding is required for declaratory relief only when the declaratory judgment being sought relates to the types of proceedings listed in Bankruptcy Rule 7001. See Fed. R. Bankr. P. 7001(9); see also Halbert v. Yousif (In re Yousif), 201 F.3d 774, 781 n.2 (6th Cir. 2000) ("Bankruptcy Rule 7001 sets forth those proceedings that qualify as adversary proceedings."). Any dispute that is not specifically listed in Bankruptcy Rule 7001 may proceed as a contested matter. Midkiff v. Stewart (In re Midkiff), 342 F.3d 1194, 1200 (10th Cir. 2003) (stating that proceedings not expressly listed in Bankruptcy Rule 7001 can proceed by contested motion); In re Envirodyne Indus., 174 B.R. 955, 960 (Bankr. N.D. Ill. 1994) ("Any matter that is disputed and not specifically listed under one of the types of adversary proceedings under Fed. R. Bankr. P. 7001 falls under the catch-all term `contested matter."'). Thus, declaratory relief that does not relate to any of the types of proceedings listed in Bankruptcy Rule 7001 may be obtained in the context of a contested matter. See Envirodyne, 174 B.R. at 960 ("Even if the [relief at issue] were considered a declaratory judgment, this does not mean that an adversary proceeding would have been required, as Fed. R. Bankr. P. 7001 does not define all proceedings seeking declaratory judgments as being adversary proceedings."). A proceeding to transfer property of the estate or to preempt otherwise applicable non-bankruptcy law is not among the types of proceedings listed in Bankruptcy Rule 7001. Indeed, neither of the two cases cited by Certain Appellants supports the proposition that the Assignment and Preemption Issue, even if it implicated declaratory relief, need be resolved exclusively through an adversary proceeding. The Third Circuit has explicitly rejected the rationale underlying the analysis of the court in Amatex. The Amatex court determined that a declaratory judgment constituted "equitable relief' under Bankruptcy Rule 7001(7). In re Amatex, 107 B.R. at 862. The Third Circuit has subsequently held that Bankruptcy Rule

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7001(7) should not be used as a "catch all" for any type of bankruptcy proceeding that can arguably constitute equitable relief. Manus Corp. v. NRG Energy, Inc. (In re O'Brien Enytl. Energy, Inc.), 188 F.3d 116, 123 (3d Cir. 1999) (")AThile many court orders in bankruptcy proceedings could arguably be considered as providing equitable relief, we do not believe that this means that every filing seeks `equitable relief as referenced in Rule 7001(7)...."). Certain Appellants' reliance on In re Hanson, 397 F.3d 482, 484 (7th Cir. 2005), is similarly misplaced. In Hanson, an adversary proceeding was required because the debtor was seeking to determine the dischargeability of a debt-a type of proceeding specifically listed in Bankruptcy Rule 7001. See Fed. R. Bankr. P. 7001(6). The Assignment and Preemption Issue does not implicate any of the types of relief listed in Bankruptcy Rule 7001.14 Fed. R. Bankr. P. 7001. More importantly, however, the court in Hanson found that the creditor there had been deprived of due process in that it never had the opportunity to object to the plan or to otherwise protect its rights. 397 F.3d at 487 ("Hanson's failure to serve ECMC with a summons and an adversary proceeding complaint effectively denied ECMC the opportunity of presenting an objection prior to the adjudication of its rights."). Here, Certain. Appellants have fully litigated the Assignment and Preemption Issue.

Without supporting analysis or authority, Certain Appellants cite Bankruptcy Rule 7001(1) as 14 applicable to the Assignment and Preemption Issue . However, Bankruptcy Rule 7001(1) does not apply to the present dispute as it is not an proceeding "to recover money or property ...." Fed. R. Bankr. P. 7001(1).
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IV.

Conclusion

For the foregoing reasons and the reasons set forth in the briefs of the ACC and Reorganized Debtors, the FCR respectfully requests that the Court affirm the Bankruptcy Court's decision, dismiss the Certain Appellants' and LMI' s appeals with prejudice, and grant such other and further relief as required in the interests of justice.

YO
Dated: June 18, 2008

G CONJA STARGATT & TAYLOR, LLP

James L. P on, Jr. (DE Bar No. 220 )
Edwin J.. arron (DE Bar No. 3396) Travis N. Turner (DE Bar No. 4926) The Brandywine Building

1000 West Street , 17th Floor P.O. Box 391
Wilmington, Delaware 19899-0391 Telephone : (302) 571-6600 Facsimile : (302) 576-3298 E-mail: [email protected] E-mail: [email protected] E-mail: [email protected] Counsel to Eric D. Green, Legal Representative for Future Asbestos Claimants

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE In re: FEDERAL-MOGUL GLOBAL INC., T&N LIMITED, et al., Reorganized Debtors. Chapter 11 Case No. 01-10578 (JKF)

CERTAIN UNDERWRITERS AT LLOYDS, LONDON, et al.,

Civil Action Nos. 08-0229 and 08-02330 Judge Joseph H. Rodriguez

Appellants,
V. FEDERAL-MOGUL GLOBAL INC., et al.,

Appellees.

CERTIFICATE OF SERVICE I hereby certify that on June 18, 2008, I caused a true and correct copy of the BRIEF OF THE LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS CLAIMANTS to be filed with the Clerk of the Court using CMIECF, which will send notification that such filing is available for viewing and downloading to the following counsel of record: Kathleen Campbell Davis ([email protected]) Edwin J. Harron ([email protected], [email protected]) Laura Davis Jones ([email protected])

Richard William Riley ([email protected]) Michael William Yurkewicz ([email protected])
I further certify that on June 18, 2008, I caused a true and correct copy of the BRIEF OF THE LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS CLAIMANTS to be served as indicated upon the following parties:

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Sean J. Bellew, Esq. Cozen O'Connor Chase Manhattan Centre 1201 North Market Street, Suite 1400 Wilmington, DE 19801 [email protected] (AIG Casualty Co., AIU Ins. Co., American Home Assurance Co., Granite State Ins. Co., Insurance Company of the State of Pennsylvania, Lexington Ins. Co., National Union Fire Ins. Co. of Pittsburgh, PA, and New Hampshire Ins. Co.) Hand Delivery and Email David C. Christian, II, Esq. William J. Factor, Esq. Seyfarth Shaw LLP 131 South Dearborn Street, Suite 2400 Chicago, IL 60603 [email protected] [email protected] (Columbia Casulty Co., Continental Casualty Co., and The Continental Ins. Co.) First Class Mail and Email

William J. Bowman, Esq. James P. Ruggeri, Esq. Edward B. Parks, II, Esq. Hogan & Hartson L.L.P. 555 Thirteenth Street, NW Washington, DC 20004 [email protected] [email protected] [email protected] (Hartford Accident and Indemnity Co., First State Ins. Co., and New England Ins. Co.) First Class Mail and Email James F. Conlan, Esq. Larry J. Nyhan, Esq. Jeffrey C . Steen, Esq. Kevin T. Lantry, Esq. Kenneth P. Kansa, Esq. Sidley Austin LLP One South Dearborn Street Chicago , IL 60603 [email protected] [email protected] [email protected] [email protected] [email protected] (Reorganized Debtors) First Class Mail and Email Michael S. Davis, Esq. Jantra Van Roy, Esq. Zeichner Ellman & Krause LLP 575 Lexington Avenue New York, NY 10022 [email protected] [email protected] (AIG Casualty Co., AlU Ins. Co., American Home Assurance Co., Granite State Ins. Co., Insurance Company of the State of Pennsylvania, Lexington Ins. Co., National Union Fire Ins. Co. of Pittsburgh, PA, and New Hampshire Ins. Co.) First Class Mail and Email

Steven M. Crane, Esq. Berkes Crane Robinson & Seal LLP 515 South Figueroa Street, Suite 1500 Los Angeles, CA 90071 [email protected] (Columbia Casulty Co., Continental Casualty Co., and The Continental Ins. Co.) First Class Mail and Email

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John D. Demmy, Esq. Stevens & Lee, P.C. 1105 North Market Street, 7th Floor Wilmington, DE 19801 [email protected] (Fireman's Fund Ins. Co. and National Surety Co.) Hand Delivery and Email

Marla R. Eskin, Esq. Kathleen Campbell Davis, Esq. Campbell & Levine, LLC 800 North King Street, Suite 300 Wilmington, DE 19801 [email protected] [email protected] (Official Committee of Asbestos Claimants) Hand Delivery and Email Leonard P. Goldberger, Esq. Stevens & Lee, P.C. 1818 Market Street, 29th Floor Philadelphia, PA 19103 [email protected] (Fireman's Fund Ins. Co. and National Surety Co.) First Class Mail and Email

Elit R. Felix, II, Esq. Margolis Edelstein The Curtis Center, 4th Floor 601 Walnut Street Philadelphia, PA 19106-3304 [email protected] (Allianz Global Corporate & Specialty AG, Allianz Global Risks U.S. Ins. Co., and Allianz Underwriters Ins. Co.) First Class Mail and Email Craig Goldblatt, Esq. Danielle Spinelli, Esq. Nancy L. Manzer, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 1875 Pennsylvania Avenue, NW Washington, DC 20006 [email protected] danielle.spinelli @wihnerhale.com [email protected] (Hartford Accident and Indemnity Co., First State Ins. Co., and New England Ins. Co.) First Class Mail and Email

Elihu Inselbuch, Esq.
Caplin & Drysdale, Chartered 375 Park Avenue, 35th Floor New York, NY 10152 [email protected] (Official Committee of Asbestos Claimants) First Class Mail and Email

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Bruce E. Jameson, Esq. Prickett, Jones & Elliott, P.A. 1310 King Street P.O. Box 1328 Wilmington, DE 19899-1328 [email protected] (Columbia Casulty Co., Continental Casualty Co., and The Continental Ins. Co.) Hand Delivery and Email

Laura Davis Jones, Esq. James E. O'Neill, Esq. Scotta E. McFarland, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 [email protected] [email protected] [email protected] (Reorganized Debtors) Hand Delivery and Email Eileen T. McCabe, Esq. Mendes & Mount LLP 750 Seventh Avenue New York, NY 10019-6829 [email protected] (Certain Underwriters at Lloyd's, London and Certain London Market Companies) First Class Mail and Email Russell W. Roten, Esq. Jeff D. Kahane, Esq. Katherine Nichols, Esq. Duane Morris LLP 633 West Fifth Street, Suite 4600 Los Angeles, CA 90071 [email protected] [email protected] [email protected] (Certain Underwriters at Lloyd's, London and Certain London Market Companies) First Class Mail and Email James S. Yoder, Esq. White and Williams LLP 824 North Market Street, Suite 902 P.O. Box 709

Peter Van N. Lockwood, Esq. Caplin & Drysdale, Chartered One Thomas Circle, NW Washington, DC 20005 [email protected] (Official Committee of Asbestos Claimants) First Class Mail and Email

Richard W. Riley, Esq. Duane Morris LLP 1100 North Market Street, Suite 1200 Wilmington, DE 19801 [email protected] (Certain Underwriters at Lloyd's, London and Certain London Market Companies) Hand Delivery and Email

Michael A. Shiner, Esq. Tucker Arensberg, P.C. 1500 One PPG Place Pittsburg, PA 15222 [email protected] (Certain Underwriters at Lloyd's, London and Certain London Market Companies) First Class Mail and Email

Wilmington, DE 19899-0709 yoder @whiteandwilliams.com
(Allianz Global Corporate & Specialty AG, Allianz Global Risks U.S. Ins. Co., and Allianz Underwriters Ins. Co.) Hand Delivery and Email

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Michael W. Yurkewicz, Esq. Klehr, Harrison, Harvey, Branzburg and Ellers LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 myzu [email protected] com (Hartford Accident and Indemnity Co., First State Ins. Co., and New England his. Co.) Hand Delivery and Email

Ed*W. Harron G CONA AY S ,*GATT `& TAYLOR, LLP YO The randywine uil ' g 1000 West Street , th Floor Wilmington, Delaware 19801 P.O. Box 391 Wilmington, Delaware 19899-0391 Telephone: (302) 571-6600 Facsimile : (302) 571-1253 Email: [email protected] Counsel to Eric D. Green, the Legal Representative for Future Asbestos Claimants

DB01:2561969.1

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