Third Amended Joint Plan of Liquidation



Exhibit 10.82 
 
UNITED STATES BANKRUPTCY COURT 
DISTRICT OF DELAWARE 
 

	  In re:
	   	          :
	   	  
	  	   	  :
	   	  Jointly Administered

	  BORDEN CHEMICALS AND PLASTICS
	   	      :
	   	  Case No. 01-1268 (PJW)

	  OPERATING LIMITED PARTNERSHIP, a
	   	  :
	   	  
	  Delaware limited partnership, et al.,
	   	          :
	   	  (Chapter 11)

	  	   	  :
	   	  
	  Debtors.
	   	  :
	   	  
	  	   	  :
	   	  
	  And
	   	  :
	   	  
	  	   	  :
	   	  
	  	   	  :
	   	  Case No. 02-10875 (PJW)

	  In re:
	   	  :
	   	  
	  	   	  :
	   	  (Chapter 11)

	  BCP MANAGEMENT, INC.,
	   	  :
	   	  
	  a Delaware corporation,
	   	  :
	   	  
	  	   	  :
	   	  
	  Debtor.
	   	  :
	   	  
	   

	   	  :
	   	  

 
THIRD
AMENDED JOINT PLAN OF LIQUIDATION OF (1) BORDEN 
CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP 
AND BCP FINANCE CORPORATION AND (2) BCP MANAGEMENT, INC. 
 
 
 

	  MICHAEL D. DEBAECKE, ESQ, (DE 3186)
  BLANK ROME COMISKY &
      MCCAULEY LLP
  Chase Manhattan Centre
  1201 Market Street, Suite 800
  Wilmington, DE 19801
  (302) 425-6412
   
	  	  MICHAEL R. LASTOWSKI, ESQ. (DE 3892)
  DUANE MORRIS LLP
  1100 North Market Street,
Suite 1200
  Wilmington, Delaware 19801
  (302) 657-4942

	  -and-
	  	  -and-

	
	  ROBERT J. SIDMAN, ESQ. (OH 0017390)
  VORYS, SATER, SEYMOUR AND
      PEASE LLP
  52 East Gay Street
  Columbus, OH 43215
  (614) 464-6422
	  	  DAVID G. HEIMAN, ESQ. (OH 0038271)
  JONES, DAY, REAVIS & POGUE
  North
Point
  901 Lakeside Avenue
  Cleveland, Ohio 44114
  (216) 586-3939
   

	  	  	  NEIL P. OLACK, ESQ. (GA 551250)
  JONES, DAY, REAVIS & POGUE
  3500
SunTrust Plaza
  303 Peachtree Street, N.E.
  Atlanta, Georgia 30308-3242
  (404) 521-3939
   

	  ATTORNEYS FOR DEBTOR AND
  DEBTOR IN POSSESSION
  BCP MANAGEMENT, INC.
   
  December 5, 2002
	  	  ATTORNEYS FOR DEBTORS AND
  DEBTORS IN POSSESSION
  BORDEN CHEMICALS AND PLASTICS
  OPERATING LIMITED
PARTNERSHIP
  AND BCP FINANCE CORPORATION


 
 
 







 
TABLE OF
CONTENTS 
 

	  	   	  	   	  	   	  Page


	
	  INTRODUCTION
	   	  	   	  	   	  1

	
	  Article I
	   	  DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME
	   	  1

	
	  A.
	   	  Defined Terms
	   	  1

	
	  	   	  1.
	   	  “Administrative Claim”
	   	  1

	
	  	   	  2.
	   	  “Administrative Trade Claim”
	   	  2

	
	  	   	  3.
	   	  “Allowed Claim”
	   	  2

	
	  	   	  4.
	   	  “Allowed [        ] Claim”
	   	  2

	
	  	   	  5.
	   	  “APSC Claim”
	   	  2

	
	  	   	  6.
	   	  “Assets”
	   	  2

	
	  	   	  7.
	   	  “Assumed Executory Contracts”
	   	  2

	
	  	   	  8.
	   	  “ Ballots”
	   	  2

	
	  	   	  9.
	   	  “Bank Loan Claim”
	   	  2

	
	  	   	  10.
	   	  “Bankruptcy Code”
	   	  2

	
	  	   	  11.
	   	  “Bankruptcy Court”
	   	  2

	
	  	   	  12.
	   	  “Bankruptcy Rules”
	   	  2

	
	  	   	  13.
	   	  “Bar Date”
	   	  3

	
	  	   	  14.
	   	  “Bar Date Order”
	   	  3

	
	  	   	  15.
	   	  “BCP Available Cash”
	   	  3

	
	  	   	  16.
	   	  “BCPM Available Cash”
	   	  3

	
	  	   	  17.
	   	  “BCP Liquidating LLC”
	   	  3

	
	  	   	  18.
	   	  “BCPM DIP Facility”
	   	  3

	
	  	   	  19.
	   	  “BCPM DIP Lender”
	   	  3

	
	  	   	  20.
	   	  “BCPM Liquidating LLC”
	   	  3

	
	  	   	  21.
	   	  “BCP LLC Agent”
	   	  3

	
	  	   	  22.
	   	  “BCPM LLC Agent”
	   	  3

	
	  	   	  23.
	   	  “BCP LLC Agreement”
	   	  3

	
	  	   	  24.
	   	  “BCPM LLC Agreement”
	   	  4

	
	  	   	  25.
	   	  “BCP LLC Managers”
	   	  4

	
	  	   	  26.
	   	  “BCPM LLC Managers”
	   	  4

	
	  	   	  27.
	   	  “Borden Entity”
	   	  4

	
	  	   	  28.
	   	  “Business Day”
	   	  4

	
	  	   	  29.
	   	  “Cash”
	   	  4

	
	  	   	  30.
	   	  “Cash Management Order”
	   	  4


 
 

-i- 








 
TABLE OF
CONTENTS 
(continued) 
 

	
	  	   	  	   	  Page


	
	  	   	  31.
	   	  “Causes of Action”
	   	  4

	
	  	   	  32.
	   	  “Chapter 11 Case”
	   	  4

	
	  	   	  33.
	   	  “Claim”
	   	  4

	
	  	   	  34.
	   	  “Claims Objection Bar Date”
	   	  4

	
	  	   	  35.
	   	  “Class”
	   	  5

	
	  	   	  36.
	   	  “Common Shares of BCPM”
	   	  5

	
	  	   	  37.
	   	  “Common Shares of BCP Finance”
	   	  5

	
	  	   	  38.
	   	  “Confirmation”
	   	  5

	
	  	   	  39.
	   	  “Confirmation Date”
	   	  5

	
	  	   	  40.
	   	  “Confirmation Hearing”
	   	  5

	
	  	   	  41.
	   	  “Confirmation Order”
	   	  5

	
	  	   	  42.
	   	  “Creditors’ Committees”
	   	  5

	
	  	   	  43.
	   	  “Cure Amount Claim”
	   	  5

	
	  	   	  44.
	   	  “Debtor,” “Debtors,” “Debtors in Possession” or “DIP”
	   	  5

	
	  	   	  45.
	   	  “Derivative Claim”
	   	  5

	
	  	   	  46.
	   	  “DIP”
	   	  5

	
	  	   	  47.
	   	  “DIP Facilities”
	   	  5

	
	  	   	  48.
	   	  “DIP Lender”
	   	  5

	
	  	   	  49.
	   	  “Disbursing Agent”
	   	  6

	
	  	   	  50.
	   	  “Disclosure Statement”
	   	  6

	
	  	   	  51.
	   	  “Disputed”
	   	  6

	
	  	   	  52.
	   	  “Disputed Insured Claim”
	   	  6

	
	  	   	  53.
	   	  “Distribution”
	   	  6

	
	  	   	  54.
	   	  “Distribution Record Date”
	   	  6

	
	  	   	  55.
	   	  “Document Reviewing Centers”
	   	  6

	
	  	   	  56.
	   	  “Effective Date”
	   	  6

	
	  	   	  57.
	   	  “Estate”
	   	  7

	
	  	   	  58.
	   	  “Executory Contract or Unexpired Lease”
	   	  7

	
	  	   	  59.
	   	  “Face Amount”
	   	  7

	
	  	   	  60.
	   	  “Fee Claim”
	   	  7

	
	  	   	  61.
	   	  “Fee Order”
	   	  7

	
	  	   	  62.
	   	  “File,” “Filed” or “Filing”
	   	  7

	
	  	   	  63.
	   	  “Final Order”
	   	  7


 
 

-ii- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	   	  	   	  Page


	
	  	   	  64.
	   	  “Fleet”
	   	  8

	
	  	   	  65.
	   	  “Fleet DIP Facility”
	   	  8

	
	  	   	  66.
	   	  “Fleet DIP Lender”
	   	  8

	
	  	   	  67.
	   	  “General Unsecured Claim”
	   	  8

	
	  	   	  68.
	   	  “General Partnership Interests of BCP”
	   	  8

	
	  	   	  69.
	   	  “Impaired”
	   	  8

	
	  	   	  70.
	   	  “Indenture Trustee”
	   	  8

	
	  	   	  71.
	   	  “Insured Claim”
	   	  8

	
	  	   	  72.
	   	  “Intercompany Claim”
	   	  8

	
	  	   	  73.
	   	  “Interdebtor Claims”
	   	  8

	
	  	   	  74.
	   	  “Interest”
	   	  8

	
	  	   	  75.
	   	  “IRS”
	   	  8

	
	  	   	  76.
	   	  “Limited Partnership Interests of BCP”
	   	  8

	
	  	   	  77.
	   	  “LLC Agent”
	   	  8

	
	  	   	  78.
	   	  “Loan Agreement”
	   	  8

	
	  	   	  79.
	   	  “Ordinary Course Professional Order”
	   	  9

	
	  	   	  80.
	   	  “Person”
	   	  9

	
	  	   	  81.
	   	  “Petition Date”
	   	  9

	
	  	   	  82.
	   	  “Plan”
	   	  9

	
	  	   	  83.
	   	  “Plan Supplement”
	   	  9

	
	  	   	  84.
	   	  “Prepetition Credit Facility”
	   	  9

	
	  	   	  85.
	   	  “Prepetition Indenture”
	   	  9

	
	  	   	  86.
	   	  “Priority Claim”
	   	  9

	
	  	   	  87.
	   	  “Priority Tax Claim”
	   	  9

	
	  	   	  88.
	   	  “Professional”
	   	  9

	
	  	   	  89.
	   	  “Professional Fee Claim”
	   	  9

	
	  	   	  90.
	   	  “Professional Fees”
	   	  9

	
	  	   	  91.
	   	  “Proof of Claim”
	   	  9

	
	  	   	  92.
	   	  “Pro Rata”
	   	  10

	
	  	   	  93.
	   	  “Quarterly Distribution Date”
	   	  10

	
	  	   	  94.
	   	  “Real Property Executory Contract or Unexpired Lease”
	   	  10

	
	  	   	  95.
	   	  “Restructuring Transactions”
	   	  10

	
	  	   	  96.
	   	  “Schedules”
	   	  10


 

-iii- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	  	  	  	  	   	  	   	  Page


	  	  	  97.
	  	  “Secured Claim”
	   	  	   	  10

	
	  	  	  98.
	  	  “Senior Note Claim”
	   	  	   	  10

	
	  	  	  99.
	  	  “Senior Notes”
	   	  	   	  10

	
	  	  	  100.
	  	  “Stipulation of Amount and Nature of Claim”
	   	  	   	  10

	
	  	  	  101.
	  	  “Tax”
	   	  	   	  10

	
	  	  	  102.
	  	  “Tax Code”
	   	  	   	  11

	
	  	  	  103.
	  	  “Tort Claim”
	   	  	   	  11

	
	  	  	  104.
	  	  “Trade Claim”
	   	  	   	  11

	
	  	  	  105.
	  	  “Treasury Regulations”
	   	  	   	  11

	
	  	  	  106.
	  	  “Unimpaired Claim”
	   	  	   	  11

	
	  	  	  107.
	  	  “Unimpaired Class”
	   	  	   	  11

	
	  	  	  108.
	  	  “Uninsured Claim”
	   	  	   	  11

	
	  	  	  109.
	  	  “U.S. Trustee”
	   	  	   	  11

	
	  	  	  110.
	  	  “Voting Deadline”
	   	  	   	  11

	
	  	  	  111.
	  	  “Voting Instructions”
	   	  	   	  11

	
	  	  	  112.
	  	  “Voting Record Date”
	   	  	   	  11

	
	  B.
	  	  Rules of Interpretation and Computation of Time
	   	  	   	  11

	
	  	  	  1.
	  	  Rules of Interpretation
	   	  	   	  11

	
	  	  	  2.
	  	  Computation of Time
	   	  	   	  12

	
	  Article II
	  	  CLASSES OF CLAIMS AND INTERESTS
	   	  	   	  12

	
	  A.
	  	  Classes of Claims Against BCP/BCP Finance
	   	  	   	  12

	
	  	  	  1.
	  	  Secured Claims
	   	  	   	  12

	
	  	  	  	  	  a.      Class C-1 (BCP Bank Loan
Claims)
	   	  12

	
	  	  	  	  	  b.      Class C-2 (Other Secured
Claims)
	   	  12

	
	  	  	  2.
	  	  Unsecured Claims
	   	  	   	  12

	
	  	  	  	  	  a.      Class C-3 (BCP Unsecured Priority
Claims)
	   	  12

	
	  	  	  	  	  b.      Class C-4 (BCP General Unsecured
Claims)
	   	  12

	
	  	  	  	  	  c.      Class C-5 (BCP Intercompany
Claims)
	   	  12

	
	  	  	  	  	  d.      Class C-6 (BCP Penalty
Claims)
	   	  12

	
	  	  	  	  	  e.      Class C-7 (BCP Convenience
Claims)
	   	  13

	
	  	  	  	  	  f.       Class C-8 (BCP Finance
Claims)
	   	  13

	
	  	  	  	  	  g.      Class C-9 (Certain BCP
Environmental Claims)
	   	  13

	
	  	  	  	  	  h.      Class C-10 (Senior Note
Claims)
	   	  13


 
 

-iv- 








 
TABLE OF
CONTENTS 
(continued) 
 
 

	  	   	  	   	  Page


	  B.
	   	  Classes of Interests in BCP/BCP Finance
	   	  13

	
	  	   	  1.
	   	  Class E-1 (BCP Limited Partnership Interests). Interests on account of the Limited Partnership Interests of
BCP
	   	  13

	
	  	   	  2.
	   	  Class E-2 (BCP General Partnership Interests). Interests on account of the General Partnership Interests
of BCP
	   	  13

	
	  	   	  3.
	   	  Class E-3 (BCP Finance Common Shares). Interests on account of the Common Shares of BCP
Finance
	   	  13

	
	  C.
	   	  Classes of Claims Against BCPM
	   	  13

	
	  	   	  1.
	   	  Secured Claims
	   	  13

	
	  	   	  	   	  a.
	   	  Class CC-1
	   	  13

	
	  	   	  	   	  b.
	   	  Class CC-2
	   	  13

	
	  	   	  2.
	   	  Unsecured Claims
	   	  13

	
	  	   	  	   	  a.
	   	  Class CC-3 (BCPM Unsecured Priority Claims)
	   	  13

	
	  	   	  	   	  b.
	   	  Class CC-4 (BCPM General Unsecured Claims)
	   	  13

	
	  	   	  	   	  c.
	   	  Class CC-5 (BCPM Intercompany Claims)
	   	  13

	
	  	   	  	   	  d.
	   	  Class CC-6 (BCPM Penalty Claims)
	   	  14

	
	  	   	  	   	  e.
	   	  Class CC-7 Intentionally omitted
	   	  14

	
	  	   	  	   	  f.
	   	  Class CC-8 Intentionally omitted
	   	  14

	
	  	   	  	   	  g.
	   	  Class CC-9 (Certain BCPM Environmental Claims)
	   	  14

	
	  D.
	   	  Classes of Interests in BCPM
	   	  14

	
	  	   	  1.
	   	  Class EE-1 (BCPM Shares): Interests on account of the Common shares of BCPM
	   	  14

	
	  Article III
	   	  TREATMENT OF CLAIMS AND INTERESTS
	   	  14

	
	  A.
	   	  Unclassified Claims
	   	  14

	
	  	   	  1.
	   	  Payment of Administrative Claims
	   	  14

	
	  	   	  	   	  a.
	   	  Administrative Claims in General
	   	  	   	  14

	
	  	   	  	   	  b.
	   	  Statutory Fees
	   	  	   	  14

	
	  	   	  	   	  c.
	   	  Ordinary Course Liabilities
	   	  	   	  15

	
	  	   	  	   	  d.
	   	  Claims Under the Fleet DIP Facility
	   	  	   	  15

	
	  	   	  	   	  e.
	   	  Claims Under the BCPM DIP Facility
	   	  	   	  15

	
	  	   	  	   	  f.
	   	  Professional Fee Claims
	   	  	   	  15

	
	  	   	  	   	  g.
	   	  Bar Dates for Administrative Claims
	   	  	   	  15

	
	  	   	  	   	  	   	  i.      General Bar Date Provisions
	   	  15

	
	  	   	  	   	  	   	  ii.    Bar Dates for Certain Administrative Claims
	   	  16


 
 

-iv- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	   	  	   	  	  	  	   	  Page


	
	  	   	  	   	  	  	              A.        Professional Compensation
	   	  16

	
	  	   	  	   	  	  	              B.        Ordinary Course Liabilities
	   	  16

	
	  	   	  	   	  	  	              C.        Claims Under the BCPM DIP facility
	   	  16

	
	  	   	  2.
	   	  Payment of Priority Tax Claims
	   	  16

	
	  	   	  	   	  a.
	  	  Priority Tax Claims
	   	  16

	
	  	   	  	   	  b.
	  	  Other Provisions Concerning Treatment of Priority Tax Claims
	   	  17

	
	  B.
	   	  Classified Claims of BCP/BCP Finance
	   	  17

	
	  	   	  1.
	   	  Secured Claims
	   	  17

	
	  	   	  	   	  a.
	  	  Class C-1 Claims (BCP Bank Loan Claims) are Unimpaired
	   	  17

	
	  	   	  	   	  b.
	  	  Class C-2 Claims (Other Secured Claims) are Impaired
	   	  17

	
	  	   	  2.
	   	  Unsecured Claims
	   	  17

	
	  	   	  	   	  a.
	  	  Class C-3 Claims (BCP Unsecured Priority Claims) are Unimpaired
	   	  17

	
	  	   	  	   	  b.
	  	  Class C-4 Claims (BCP General Unsecured Claims) are Impaired
	   	  17

	
	  	   	  	   	  c.
	  	  Class C-5 Claims (BCP Intercompany Claims) are Impaired
	   	  17

	
	  	   	  	   	  d.
	  	  Class C-6 Claims (BCP Penalty Claims) are Impaired
	   	  18

	
	  	   	  	   	  e.
	  	  Class C-7 (BCP Convenience Claims) are Impaired
	   	  18

	
	  	   	  	   	  f.
	  	  Class C-8 (BCP Finance Claims) are Impaired
	   	  18

	
	  	   	  	   	  g.
	  	  Class C-9 (Certain BCP Environmental Claims) are Unimpaired
	   	  18

	
	  	   	  	   	  h.
	  	  Class C-10 (Senior Note Claims) are Impaired
	   	  18

	
	  C.
	   	  Classified Interests
	   	  18

	
	  	   	  1.
	   	  Class E-1 Interests (Limited Partnership Interests of BCP) are Impaired
	   	  18

	
	  	   	  2.
	   	  Class E-2 Interests (General Partnership Interests of BCP) are Impaired
	   	  19

	
	  	   	  3.
	   	  Class E-3 Interests (Common Shares of BCP Finance) are Impaired
	   	  19

	
	  D.
	   	  Classified Claims of BCPM
	   	  19

	
	  	   	  1.
	   	  Secured Claims
	   	  19

	
	  	   	  	   	  a.
	  	  Class CC-1 Claims (BCPM Secured Claims) are Unimpaired
	   	  19

	
	  	   	  2.
	   	  Unsecured Claims
	   	  19

	
	  	   	  	   	  a.
	  	  Class CC-3 Claims (BCPM Unsecured Priority Claims) are Unimpaired
	   	  19

	
	  	   	  	   	  b.
	  	  Class CC-4 Claims (BCPM General Unsecured Claims) are Impaired
	   	  19

	
	  	   	  	   	  c.
	  	  Class CC-5 Claims (BCPM Intercompany Claims) are Impaired
	   	  19

	
	  	   	  	   	  d.
	  	  Class CC-6 Claims (BCPM Penalty Claims) are Impaired
	   	  20

	
	  	   	  	   	  e.
	  	  Class CC-7
	   	  20

	
	  	   	  	   	  f.
	  	  Class CC-8
	   	  20


 
-vi-

 









 
TABLE OF
CONTENTS 
(continued) 
 
 

	  	  	  	  	  	  	  	   	  Page


	
	  	  	  	  	  g.
	  	  Class CC-9 (Certain BCPM Environmental Claims) are Unimpaired
	   	  20

	
	  E.
	  	  Classified Interests of BCPM
	   	  20

	
	  	  	  1.
	  	  Class EE-1 Interests (Common Shares of BCPM) are Impaired
	   	  20

	
	  F.
	  	  Claims for Substantial Contribution
	   	  20

	
	  G.
	  	  Deficiency Claims
	   	  20

	
	  Article IV
	  	  EFFECT OF CONFIRMATION
	   	  21

	
	  A.
	  	  Transfer, Liquidation of Assets
	   	  21

	
	  	  	  1.
	  	  Transfer
	   	  21

	
	  	  	  2.
	  	  Liquidation
	   	  21

	
	  B.
	  	  Release of Assets
	   	  21

	
	  C.
	  	  Binding Effect
	   	  21

	
	  D.
	  	  Term of Injunctions or Stays
	   	  21

	
	  E.
	  	  Causes of Action
	   	  21

	
	  F.
	  	  Final Satisfaction of Claims
	   	  22

	
	  G.
	  	  Injunction
	   	  22

	
	  Article V
	  	  MEANS FOR IMPLEMENTATION OF THE PLAN
	   	  22

	
	  A.
	  	  Implementation of the Plan
	   	  22

	
	  	  	  1.
	  	  Restructuring Transactions
	   	  22

	
	  	  	  2.
	  	  Obligations of Any Successor Corporation in a Restructuring Transaction
	   	  23

	
	  	  	  3.
	  	  Effectuating Documents; Further Transactions
	   	  23

	
	  	  	  4.
	  	  Bank Accounts
	   	  24

	
	  B.
	  	  BCP Liquidating LLC
	   	  24

	
	  	  	  1.
	  	  Establishment of BCP Liquidating LLC
	   	  24

	
	  	  	  2.
	  	  Purpose of BCP Liquidating LLC
	   	  24

	
	  	  	  3.
	  	  BPC LLC Agent
	   	  24

	
	  	  	  4.
	  	  Managers of BCP Liquidating LLC
	   	  25

	
	  	  	  5.
	  	  Transfer of Assets
	   	  25

	
	  	  	  6.
	  	  Funding Expenses of BCP Liquidating LLC
	   	  26

	
	  	  	  7.
	  	  Privilege
	   	  26

	
	  	  	  8.
	  	  Professionals
	   	  26

	
	  	  	  9.
	  	  LLC Distributions; Claimants
	   	  27

	
	  	  	  10.
	  	  Valuation of Assets
	   	  27

	
	  	  	  11.
	  	  Liquidation of Assets
	   	  27


 

-vii- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	   	  Page


	  	   	  12.
	   	  Investment Powers
	   	  27

	
	  	   	  13.
	   	  LLC Reporting Duties; Income Tax and Related Information
	   	  28

	
	  	   	  14.
	   	  Tax Cooperation and Information
	   	  28

	
	  	   	  15.
	   	  Termination
	   	  29

	
	  	   	  16.
	   	  Net BCP Liquidating LLC Recoveries; Affirmative Obligations
	   	  29

	
	  C.
	   	  BCPM Liquidating LLC
	   	  29

	
	  	   	    1.
	   	  Establishment of BCPM Liquidating LLC
	   	  30

	
	  	   	    2.
	   	  Purpose of BCPM Liquidating LLC
	   	  30

	
	  	   	    3.
	   	  BCPM LLC Agent
	   	  31

	
	  	   	    4.
	   	  Managers of BCPM Liquidating LLC
	   	  31

	
	  	   	    5.
	   	  Transfer of Assets
	   	  31

	
	  	   	    6.
	   	  Funding Expenses of BCPM Liquidating LLC
	   	  31

	
	  	   	    7.
	   	  Privilege
	   	  31

	
	  	   	    8.
	   	  Professionals
	   	  32

	
	  	   	    9.
	   	  LLC Distributions; Claimants
	   	  32

	
	  	   	  10.
	   	  Valuation of Assets
	   	  32

	
	  	   	  11.
	   	  Liquidation of Assets
	   	  32

	
	  	   	  12.
	   	  Investment Powers
	   	  33

	
	  	   	  13.
	   	  LLC Reporting Duties; Income Tax and Related Information
	   	  33

	
	  	   	  	   	  a.    Tax Status
	   	  33

	
	  	   	  	   	  b.    Statement of BCPM
	   	  33

	
	  	   	  	   	  c.    Other Filings
	   	  33

	
	  	   	  	   	  d.    Right to Obtain Information from Members
	   	  34

	
	  	   	  14.
	   	  Tax Cooperation and Information
	   	  34

	
	  	   	  15.
	   	  Termination
	   	  34

	
	  	   	  16.
	   	  Net BCPM Liquidating LLC Recoveries; Affirmative Obligations
	   	  34

	
	  D.
	   	  Preservation of Causes of Action; Settlement of Claims and Releases
	   	  35

	
	  	   	  1.
	   	  Preservation of Causes of Action
	   	  35

	
	  	   	  2.
	   	  Comprehensive Settlement of Claims and Controversies
	   	  35

	
	  	   	  3.
	   	  Releases
	   	  35

	
	  	   	  	   	  a.    General Releases by Holders of Claims or Interests
	   	  35

	
	  	   	  	   	  b.    Injunction Related to Releases
	   	  36

	
	  E.
	   	  Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims
	   	  36


 
 

-viii- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	   	  Page


	  F.
	   	  Cancellation and Surrender of Instruments, Securities and Other Documentation
	   	  36

	
	  G.
	   	  Release of Liens
	   	  37

	
	  H.
	   	  Exemption from Certain Transfer Taxes
	   	  37

	
	  I. 
	   	  Closing of the Chapter 11 Cases
	   	  37

	
	  Article VI
	   	  TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
	   	  37

	
	  A.
	   	  Executory Contracts and Unexpired Leases to Be Assumed or Assumed and Assigned
	   	  37

	
	  	   	  1.
	   	  Assumption and Assignment Generally
	   	  37

	
	  	   	  2.
	   	  Assumptions and Assignments of Real Property Executory Contracts or Unexpired Leases
	   	  38

	
	  	   	  3.
	   	  Assignments Related to the Restructuring Transactions
	   	  38

	
	  	   	  4.
	   	  Approval of Assumptions and Assignments
	   	  38

	
	  B.
	   	  Payments Related to the Assumption of Executory Contracts or Unexpired Leases
	   	  38

	
	  C.
	   	  Executory Contracts and Unexpired Leases to Be Rejected
	   	  39

	
	  D.
	   	  Bar Date for Rejection Damages
	   	  39

	
	  E.
	   	  Contracts and Leases Entered Into After the Petition Date
	   	  39

	
	  Article VII
	   	  PROVISIONS GOVERNING DISTRIBUTIONS
	   	  39

	
	  A.
	   	  Distributions for Claims Allowed as of the Effective Date
	   	  39

	
	  B.
	   	  Method of Distributions to Holders of Claims
	   	  40

	
	  C.
	   	  Disbursing Agent; Compensation and Reimbursement for Services Related to Distributions
	   	  40

	
	  D.
	   	  Delivery of Distributions and Undeliverable or Unclaimed Distributions
	   	  41

	
	  	   	  1.
	   	  Delivery of Distributions
	   	  41

	
	  	   	  	   	  a.    Generally
	   	  41

	
	  	   	  	   	  b.    Special Provisions for Distributions to Holders of Senior Note Claims
	   	  41

	
	  	   	  2.
	   	  Undeliverable Distributions Held by Disbursing Agent
	   	  41

	
	  	   	  	   	  a.    Holding and Investment of Undeliverable Distributions
	   	  41

	
	  	   	  	   	  b.    After Distributions Become Deliverable
	   	  42

	
	  	   	  	   	  c.    Failure to Claim Undeliverable Distributions
	   	  42

	
	  E.
	   	  Distribution Record Date
	   	  42

	
	  F.
	   	  Means of Cash Payments
	   	  42

	
	  G.
	   	  Timing and Calculation of Amounts to Be Distributed
	   	  43

	
	  	   	  1.
	   	  Allowed Claims
	   	  43

	
	  	   	  2.
	   	  De Minimis Distributions
	   	  43


 
 

-ix- 








 
TABLE OF
CONTENTS 
(continued) 
 

	  	   	  	   	  	   	  	   	  Page


	
	  	   	  3.
	   	  Time Bar to Cash Payments
	   	  43

	
	  	   	  4.
	   	  Compliance with Tax Requirements
	   	  43

	
	  H.
	   	  Surrender of Canceled Instruments or Securities
	   	  44

	
	  I.
	   	  Setoffs
	   	  44

	
	  Article VIII
	   	  PROCEDURES FOR RESOLVING DISPUTED CLAIMS
	   	  44

	
	  A.
	   	  Prosecution of Objections to Claims
	   	  44

	
	  	   	  1.
	   	  Objections to Claims
	   	  44

	
	  	   	  2.
	   	  Authority to Prosecute Objections
	   	  44

	
	  B.
	   	  Estimation of Claims
	   	  45

	
	  C.
	   	  Treatment of Disputed Claims
	   	  45

	
	  	   	  1.
	   	  Disputed APSC Claims
	   	  45

	
	  	   	  2.
	   	  Disputed General Unsecured Claims Against BCP and BCPM
	   	  45

	
	  	   	  3.
	   	  Distributions on Account of Disputed Claims Once Allowed
	   	  45

	
	  	   	  	   	  a.
	   	  Disputed APSC Claims
	   	  45

	
	  	   	  	   	  b.
	   	  Disputed General Unsecured Claims
	   	  46

	  	   	  4.
	   	  Disputed Unsecured Claims That Are Disallowed
	   	  46

	
	  D.
	   	  Allowance; Disallowance of Claims and Interests
	   	  46

	
	  	   	  1.
	   	  Allowance of Claims
	   	  46

	
	  	   	  2.
	   	  Disallowance of Claims
	   	  46

	
	  Article IX
	   	  CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN
	   	  47

	
	  A.
	   	  Conditions Precedent to Confirmation
	   	  47

	
	  B.
	   	  Conditions Precedent to the Effective Date
	   	  47

	
	  C.
	   	  Waiver of Conditions to the Confirmation or Effective Date
	   	  47

	
	  D.
	   	  Effect of Nonoccurrence of Conditions to the Effective Date
	   	  47

	
	  Article X
	   	  CRAMDOWN
	   	  48

	
	  Article XI
	   	  EXCULPATION AND INJUNCTION
	   	  48

	
	  A.
	   	  Exculpation
	   	  48

	
	  B.
	   	  Injunctions
	   	  48

	
	  C.
	   	  Termination of Subordination Rights and Settlement of Related Claims and Controversies
	   	  49

	
	  Article XII
	   	  RETENTION OF JURISDICTION
	   	  49

	
	  Article XIII
	   	  MISCELLANEOUS PROVISIONS
	   	  51

	
	  A.
	   	  Continued Employment of Professionals
	   	  51


 
-x-

 









 
TABLE OF
CONTENTS 
(continued) 
 

	  	  	  	   	  Page


	
	  B.
	  	  Dissolution of the Creditors’ Committees
	   	  51

	
	  C.
	  	  Modification of the Plan
	   	  51

	
	  D.
	  	  Revocation of the Plan
	   	  52

	
	  E.
	  	  Severability of Plan Provisions
	   	  52

	
	  F.
	  	  Professional Fees and Expenses
	   	  52

	
	  G.
	  	  Successors and Assigns
	   	  52

	
	  H.
	  	  Service of Certain Plan Exhibits and Disclosure Statement Exhibits
	   	  52

	
	  I.
	  	  Service of Documents
	   	  52


 

-xi- 








 
TABLE OF
EXHIBITS1 
 

	
	  Exhibit VI.A.1
	   	  Schedule of Executory Contracts and Unexpired Leases to Be Assumed and Assigned (Including Cure Amounts)—To be
included in the Plan Supplement

	
	  Exhibit VI.C
	   	  Nonexclusive Schedule of Executory Contracts and Unexpired Leases to Be Rejected—To be included in the Plan
Supplement

	
	  Exhibit V.E
	   	  Preserved Causes of Action


 


	  1 	  	 Except as otherwise indicated, all Exhibits will be filed and made available for review during regular business hours at the Document Reviewing Centers no later
than ten days before the deadline to object to Confirmation of the Plan. The Debtors reserve the right to modify, amend, supplement, restate or withdraw any of the Exhibits after they are filed. The Debtors will File all modified, amended,
supplemented or restated Exhibits as promptly as possible and will make such Exhibits available for review at the Document Reviewing Centers. 

 

-xii- 








 
INTRODUCTION

 
Borden Chemicals and Plastics Operating
Limited Partnership (“BCP”) and BCP Finance Corporation (“BCP Finance”) (collectively, “BCP/BCP Finance”) and BCP Management, Inc. (“BCPM”) (collectively with BCP/BCP Finance, the “Debtors”) propose
the following third amended joint plan of liquidation (the “Plan”) for the resolution of the outstanding claims against and interests in the Debtors. The Debtors are proponents of the Plan within the meaning of section 1129 of the
Bankruptcy Code, 11 U.S.C. §1129. Reference is made to the Debtors’ joint disclosure statement, filed contemporaneously with the Plan (the “Disclosure Statement”), for a discussion of the Debtors’ history, businesses,
results of operations, historical financial information, and properties, and for a summary and analysis of the Plan. There also are other agreements and documents, which are or will be filed with the Bankruptcy Court, that are referenced in the Plan
or the Disclosure Statement and that will be available for review. 
 
BCP/BCP Finance filed their Chapter 11 Cases on April 3, 2001. BCPM filed its Chapter 11 Case on March 22, 2002. The Debtors are proposing this Plan as a joint plan because in so doing, (1) the Debtors’ Estates will
benefit from a single process by which all constituencies will be treated in a manner that is consistent with each constituency’s rights against any combination of BCP/BCP Finance and BCPM; (2) the claims that may exist between or among the
Debtors can be resolved in a manner consistent with the rights of each of the Debtors’ Estates; and (3) there will be material cost savings to each Estate by reason of a coordinated joint Plan that addresses all inter-Estate issues
consistently, and preserves the legal rights of each of the Estates (either against each other, or against third parties) for appropriate disposition by the Bankruptcy Court. THIS PLAN DOES NOT SUBSTANTIVELY CONSOLIDATE THE BCP/BCP FINANCE’S
ESTATES AND THE BCPM’S ESTATE. Rather, this Plan preserves and protects the Assets and liabilities associated with each Estate for appropriate disposition under the Plan. 
 
ARTICLE I 
DEFINED TERMS, RULES OF INTERPRETATION 
AND COMPUTATION OF TIME

 
A. Defined Terms 
 
Unless the context otherwise requires, as used in the Plan,
capitalized terms have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, will have the meaning given to that term in the Bankruptcy Code or the Bankruptcy
Rules, as applicable. 
 
1. “Administrative
Claim” means, with respect to each Debtor’s respective Estate, a Claim for costs and expenses of administration allowed under sections 503(b), 507(b) or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs
and expenses incurred after the Petition Date of preserving the Estate and operating the businesses of the Debtor (such as payments for inventories, leased equipment and premises), including Claims under the BCPM DIP Facility and including claims,
as may be allowed by the Bankruptcy Court, for any advances made by BCPM to or on behalf of BCP or BCP Finance at any time prior to, or subsequent to the Chapter 11 filing of BCP/BCP Finance; (b) compensation for legal, financial advisory,
investment banking, accounting and other services and reimbursement of expenses awarded or allowed under sections 330(a) or 331 of the Bankruptcy Code, including Fee Claims; (c) all fees and charges assessed against the Estate under chapter 123 of
title 28, United States Code, 28 U.S.C. §§ 1911-1930; (d) Claims for reclamation against the Estate allowed in accordance with section 546(c)(2) of the Bankruptcy Code and section 2-702 of the Uniform Commercial Code; and (e) all
Intercompany Claims accorded priority pursuant to section 364 of the Bankruptcy Code or the Cash Management Order. 







 
2.
“Administrative Trade Claim” means an Administrative Claim arising from or with respect to the sale of goods or rendition of services on or after the Petition Date in the ordinary course of the applicable Debtor’s business.

 
3. “Allowed Claim” means:

 
a.  a Claim that (i) has
been listed by a particular Debtor on its Schedules as other than disputed, contingent or unliquidated and (ii) is not otherwise a Disputed Claim; 
 
b. a Claim (i) for which a Proof of Claim or request for payment of Administrative Claim has been filed by the applicable Bar Date
or otherwise been deemed timely filed under applicable law and (ii) that is not otherwise a Disputed Claim; or 
 
c. a Claim that is allowed: (i) in any Stipulation of Amount and Nature of Claim executed by either BCP Liquidating LLC or BCPM
Liquidating LLC in the respective Chapter 11 Cases and Claim holder on or after the Effective Date; (ii) in any contract, instrument or other agreement entered into in connection with the Plan and, if prior to the Effective Date, approved by the
Bankruptcy Court; (iii) in a Final Order; or (iv) pursuant to the terms of the Plan. 
 
4. “Allowed [            ]Claim” means an Allowed Claim in the particular Class or category specified. Any reference herein
to a particular Allowed Claim includes both the secured and unsecured portions of such Claim. 
 
5. “APSC Claim” means Administrative Claims, Priority Claims, Secured Claims and claims of either BCP/BCP Finance or BCPM, as appropriate. 
 
6. “Assets” means all assets of the
applicable Debtor or Liquidating LLC of any nature whatsoever, including, without limitation, the property of the Estate pursuant to section 541 of the Bankruptcy Code, Cash, claims of right, interests and property, real and personal, tangible and
intangible. 
 
7. “Assumed Executory
Contracts” means those contracts assumed by a particular Debtor pursuant to section 365 of the Bankruptcy Code. 
 
8. “Ballots” means the form or forms distributed to each holder of an Impaired Claim entitled to vote on the Plan on
which the holder indicates acceptance or rejection of the Plan or any election for treatment of such Claim under the Plan. 
 
9. “Bank Loan Claim” means a Claim arising under the Prepetition Credit Facility. 
 
10. “Bankruptcy Code” means title 11 of the
United States Code, 11 U.S.C §§101-1330, as now in effect or hereafter amended with retroactive applicability to the Chapter 11 Cases. 
 
11. “Bankruptcy Court” means the United States District Court having jurisdiction over the Chapter 11 Cases and, to the
extent of any reference made pursuant to 28 U.S.C § 157, the bankruptcy unit of such District Court under 28 U.S.C § 151. 
 
12. “Bankruptcy Rules” means, collectively, the Federal Rules of Bankruptcy Procedure and the local rules of the
Bankruptcy Court, as now in effect or hereafter amended with retroactive applicability to the Chapter 11 Cases. 
 
 

2 








 
13.
“Bar Date” means the applicable bar date by which a Proof of Claim must be or must have been filed, as established by an order of the Bankruptcy Court, including the Bar Date Order and the Confirmation Order. 
 
14. “Bar Date Order” means the Order
Establishing Bar Dates for Filing Proofs of Claims and Approving Form and Manner of Notice Thereof entered by the Bankruptcy Court in BCP/BCP Finance’s Chapter 11 Cases on or about July 26, 2001, as the same may be amended, modified or
supplemented, and as entered by the Bankruptcy Court in BCPM’s Chapter 11 Case on August 13, 2002. 
 
15. “BCP Available Cash” means, as determined by BCP as of the Effective Date, subject to the requirements of the BCPM
DIP Facility, the amount of Cash (including any proceeds realized from the sale or other disposition of the Assets of BCP) less the amount of Cash estimated to be necessary to fund adequately the costs and expenses to be incurred by BCP and BCP
Liquidating LLC (including, but not limited to, the fees and expenses of Professionals retained by BCP Liquidating LLC) relating to implementation and consummation of the Plan, including the liquidation of Assets in furtherance of the Plan and
administration of BCP Liquidating LLC. 
 
16.
“BCPM Available Cash” means, as determined by BCPM as of the Effective Date, the amount of Cash (including any proceeds realized from the sale or other disposition of the Assets of BCPM) less the amount of Cash estimated to be
necessary to fund adequately the costs and expenses to be incurred by BCPM and BCPM Liquidating LLC (including, but not limited to, the fees and expenses of Professionals retained by BCPM Liquidating LLC) relating to implementation and consummation
of the Plan, including the liquidation of Assets in furtherance of the Plan and administration of BCPM Liquidating LLC. 
 
17. “BCP Liquidating LLC” means the liquidating limited liability company formed in respect of the Assets of BCP, as
described in Section V.B.1 of the Plan and governed by the BCP LLC Agreement. 
 
18. “BCPM DIP Facility” means, collectively, the loan agreement, by and between BCP, as borrower, and BCPM, as lender, originally dated December 12, 2001; all amendments thereto and
extensions thereof; and all instruments related to the documents identified therein. 
 
19. “BCPM DIP Lender” means BCPM, as lender, under the BCPM DIP Facility. 
 
20. “BCPM Liquidating LLC” means the liquidating limited liability company formed in respect of the Assets of BCPM, as
described in Section V.C.1 of the Plan and governed by the BCPM LLC Agreement. 
 
21. “BCP LLC Agent” means the Person or entity designated in writing filed and served no later than fourteen days prior to Confirmation pursuant to Section V.B.3 of the Plan to act as
the managing agent of BCP Liquidating LLC pursuant to the terms of the BCP Liquidating LLC Agreement, and any successors thereto. 
 
22. “BCPM LLC Agent” means the Person or entity designated in writing filed and served no later than fourteen days prior
to Confirmation pursuant to Section V.C.3 of the Plan to act as the managing agent of BCPM Liquidating LLC pursuant to the terms of the BCPM Liquidating LLC Agreement, and any successors thereto. 
 
23. “BCP LLC Agreement” means that certain
agreement establishing BCP Liquidating LLC, a copy of which will be included in the Plan Supplement. 
 
 

3 








 
24.
“BCPM LLC Agreement” means that certain agreement establishing BCPM Liquidating LLC, a copy of which will be included in the Plan Supplement. 
 
25. “BCP LLC Managers” means the two (2) Persons or entities designated in writing filed and served no later than
fourteen days prior to Confirmation pursuant to Section V.B.4 of the Plan to act as managers or BCP Liquidating LLC in accordance with the terms of the BCP Liquidating LLC Agreement, one of which is the BCP LLC Agent, and any successors thereto.

 
26. “BCPM LLC Managers” means
the two (2) Persons or entities designated in writing Filed and served no later than fourteen days prior to Confirmation pursuant to Section V.C.4 of the Plan to act as managers of BCPM Liquidating LLC in accordance with the terms of the BCPM
Liquidating LLC Agreement, one of which is the BCPM LLC Agent, and any successors thereto. 
 
27. “Borden Entity” means Borden Chemical, Inc.2 and any of its predecessors, subsidiaries or affiliates, as the context requires, other than BCP, BCP Finance, or BCPM. 
 
28. “Business Day” means any day, other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy
Rule 9006(a)). 
 
29. “Cash” means
cash and cash equivalents, including, but not limited to, bank deposits, wire transfers, checks, and readily marketable securities, instruments and obligations of the United States of America or instrumentalities thereof. 
 
30. “Cash Management Order” means the
respective Orders (A) Approving Cash Management System, Certain Intercompany Transaction with Nondebtor Related Entities and Use of Existing Bank Accounts and Business Forms and (B) According Administrative Priority Status to All Postpetition
Intercompany Claims entered by the Bankruptcy Court in the BCP/BCP Finance Chapter 11 Cases on or about April 5, 2001, or entered in the BCPM Chapter 11 Case on or about March 27, 2002, as the same may be amended, modified or supplemented.

 
31. “Causes of Action” means,
with respect to each Debtor individually, all claims demands, rights, actions, causes of action and suits of such Debtor’s Estate, of any kind or character whatsoever, known or unknown, suspected or unsuspected, whether arising prior to, on or
after the Petition Date, in contract or in tort, at law or in equity or under any other theory of law, including without limitation the Causes of Action set forth in Exhibit V.E entitled “Preserved Causes of Action.” 
 
32. “Chapter 11 Case” means: (a) when used
with reference to a particular Debtor, the chapter 11 case pending for that Debtor in the Bankruptcy Court and (b) when used with reference to all Debtors, the chapter 11 cases pending for the Debtors in the Bankruptcy Court. 
 
33. “Claim” means a “claim,” as
defined in section 101(5) of the Bankruptcy Code, against any Debtor. 
 
34. “Claims Objection Bar Date” means, for all Claims, other than those Claims allowed in accordance with Section I.A.3.c, the latest of: (a) 120 days after the Effective Date; (b) 60 days after the Filing
of a Proof of Claim for such Claim; and (c) such other period of limitation as may be specifically 
 


	  2 	  	 On November 24, 2001, Borden Chemical, Inc. and its parent, Borden Chemicals Holdings, Inc., both Delaware corporations, were merged into Borden, Inc., a New Jersey
corporation. Borden, Inc., the surviving corporation, changed its name to Borden Chemical, Inc. BCPM remains a wholly owned subsidiary of Borden Chemical, Inc. (f/k/a Bordern, Inc.).corporation. Borden, Inc., the surviving corporation, changed its
name to Borden Chemical, Inc. BCPM remains a wholly owned subsidiary of Borden Chemical, Inc. (f/k/a Bordern, Inc.). 

 

4 








 
fixed by the Plan, the
Confirmation Order, the Bankruptcy Rules or a Final Order for objecting to such Claim. 
 
35. “Class” means a class of Claims or Interests, as described in Article II. 
 
36. “Common Shares of BCPM” means all shares of stock issued by BCPM and outstanding immediately prior to the Petition
Date. 
 
37. “Common Shares of BCP
Finance” means all shares of stock issued by BCP Finance and outstanding immediately prior to the Petition Date. 
 
38. “Confirmation” means the entry of the Confirmation Order on the docket of the Bankruptcy Court. 
 
39. “Confirmation Date” means the date on
which the Bankruptcy Court enters the Confirmation Order on its docket, within the meaning of Bankruptcy Rules 5003 and 9021. 
 
40. “Confirmation Hearing” means the hearing held by the Bankruptcy Court on Confirmation of the Plan, as such hearing
may be continued from time to time. 
 
41.
“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code. 
 
42. “Creditors’ Committees” means the two statutory committees of unsecured creditors of the Debtors, appointed by
the United States Trustee for the District of Delaware in the Chapter 11 Cases, pursuant to section 1102 of the Bankruptcy Code; specifically, in the BCP/BCP Finance Chapter 11 Cases (individually, the “BCP Creditors’ Committee”) and
the BCPM Chapter 11 Case (individually, the “BCPM Creditors’ Committee”). 
 
43. “Cure Amount Claim” means a Claim based upon a Debtor’s defaults pursuant to an Executory Contract or Unexpired Lease at the time such contract or lease is assumed by that
Debtor under section 365 of the Bankruptcy Code. 
 
44. “Debtor,” “Debtors,” “Debtors in Possession” or “DIP” means Borden Chemicals and Plastics Operating Limited Partnership (defined above as “BCP”), BCP Finance Corporation
(defined above as “BCP Finance”), and BCP Management, Inc. (defined above as “BCPM”), individually or collectively, as the context requires. 
 
45. “Derivative Claim” means a claim that is property of any of the Debtors’ Estates
pursuant to section 541 of the Bankruptcy Code or any state or federal fraudulent conveyance, fraudulent transfer, preference, avoidance or other similar claims or causes of action for the benefit of creditors that the Debtors are authorized to
pursue in accordance with the Bankruptcy Code and other applicable law. 
 
46. “DIP” means debtor in possession. See also paragraph 46 above. 
 
47. “DIP Facilities” means, collectively: (a) Fleet DIP Facility and (b) BCPM DIP Facility. 
 
48. “DIP Lender” means, collectively: (a)
those entities identified as “Lenders” in the Fleet DIP Facility, as same may be amended, and their respective successors and assigns and Fleet, as agent bank and (b) the entity (or entities) identified as “Lenders” in the BCPM
DIP Facility, as same may be amended, and their respective successors and assigns. 
 
 

5 








 
49.
“Disbursing Agent” means the Person or entity designated in writing Filed on or before Confirmation pursuant to Section VII.C. of the Plan, and any successor thereto. 
 
50. “Disclosure Statement” means the disclosure statement (including all exhibits and
schedules thereto or referenced therein, and including the Plan Supplement) that relates to the Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as the same may be amended, modified or supplemented.

 
51. “Disputed” means,
with respect to any Claim: 
 
a. if no Proof
of Claim has been Filed by the applicable Bar Date or has otherwise been deemed timely Filed under applicable law: (i) a Claim that is listed on a Debtor’s Schedules as other than disputed, contingent or unliquidated, but as to which the
applicable Debtor, or, prior to the Confirmation Date, any other party in interest, has Filed an objection by the Claims Objection Bar Date and such objection has not been withdrawn or denied by a Final Order; or (ii) a Claim that is listed on a
Debtor’s Schedules as disputed, contingent or unliquidated; or 
 
b. if a Proof of Claim or request for payment of an Administrative Claim has been Filed by the Bar Date or has otherwise been deemed timely filed under applicable law: (i) a Claim for which no corresponding Claim is
listed on a Debtor’s Schedules; (ii) a Claim for which a corresponding Claim is listed on a Debtor’s Schedules as other than disputed, contingent or unliquidated, but the nature or amount of the Claim as asserted in the Proof of Claim
varies from the nature and amount of such Claim as it is listed on the Schedules; (iii) a Claim for which a corresponding Claim is listed on a Debtor’s Schedules as disputed, contingent or unliquidated; (iv) a Claim for which an objection has
been filed by the applicable Debtor, or, prior to the Confirmation Date, any other party in interest, by the Claims Objection Bar Date, and such objection has not been withdrawn or denied by a Final Order; or (v) a Tort Claim. 
 
52. “Disputed Insured Claim” and
“Disputed Uninsured Claim” mean, respectively, an Insured Claim or an Uninsured Claim that is also a Disputed Claim. 
 
53. “Distribution” means the Cash or other Assets to be distributed to holders of Allowed Claims or Interests
under Article VII, subject to Bankruptcy Court approval in accordance with Proposed Treasury Regulations section 1.468B-9(a)(3). 
 
54. “Distribution Record Date” means the close of business on the day selected by the Debtors, after consultation
with their respective Creditors’ Committees, as the record date for purposes of initial Distributions under the Plan. 
 
55. “Document Reviewing Centers” means, collectively: (a) the offices of Jones, Day, Reavis & Pogue located at
North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 and 3500 SunTrust Plaza, 303 Peachtree Street, N.E., Atlanta, Georgia 30308; (b) the offices of Duane Morris LLP located at 1100 North Market Street, Suite 1200, Wilmington, Delaware 19801; (c)
the offices of Vorys, Sater, Seymour and Pease LLP, 52, East Gay Street, Columbus, Ohio 43215; (d) the offices of Blank Rome Comisky & McCauley LLP, Chase Manhattan Centre, 1201 Market Street, Suite 800, Wilmington, Delaware 19801; and (e) any
other locations designated by the Debtors at which any party in interest may review all of the exhibits and schedules to the Plan, the Disclosure Statement and the Plan Supplement. 
 
56. “Effective Date” means a day, as determined by the Debtors, that is the Business
Day as soon as reasonably practicable after all conditions to the Effective Date in Section IX.B of the Plan have been met or waived pursuant to Section IX.C of the Plan. 
 
 

6 








 
57.
“Estate” means, as to each Debtor, the estate created for that Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code. 
 
58. “Executory Contract or Unexpired Lease” means a contract or lease to which one or more of the Debtors is a
party that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 
 
59. “Face Amount” means: 
 
a. when used with reference to a Disputed Insured Claim, either (i) the full stated amount claimed by the holder of such Claim in any Proof of Claim filed by the Bar Date, or otherwise deemed
timely filed under applicable law, if the Proof of Claim specifies only a liquidated amount; (ii) if no Proof of Claim is filed by the Bar Date or otherwise deemed timely filed under applicable law, that portion, if any, of such Claim listed on the
Debtor’s Schedules as undisputed, noncontingent and liquidated; or (iii) the applicable deductible under the relevant insurance policy, minus any reimbursement obligations of the applicable Debtor to the insurance carrier for sums expended by
the insurance carrier on account of such Claim (including defense costs), if such amount is less than the amount specified in (i) or (ii) above or the Proof of Claim specifies an unliquidated amount; and 
 
b. when used with reference to a Disputed Uninsured
Claim, either (i) the full stated amount claimed by the holder of such Claim in any Proof of Claim filed by the Bar Date, or otherwise deemed timely filed under applicable law, if the Proof of Claim specifies only a liquidated amount; or (ii) the
amount of the Claim acknowledged by the applicable Debtor in any objection filed to such Claim or in the Schedules as an undisputed, noncontingent and liquidated Claim, estimated by the Bankruptcy Court pursuant to section 502(c) of the Bankruptcy
Code, proposed by the applicable Debtor or established by the applicable Debtor following the Effective Date, if no Proof of Claim has been filed by the Bar Date or has otherwise been deemed timely filed under applicable law or if the Proof of Claim
specifies an unliquidated amount. 
 
60.
“Fee Claim” means a Claim under sections 330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation of a Professional or other entity for services rendered or expenses incurred in a Chapter 11 Case. 
 
61. “Fee Order” means the Administrative
Order, Pursuant to Sections 105 and 331 of the Bankruptcy Code, Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals entered by the Bankruptcy Court in BCP/BCP Finance’s Chapter 11 Cases on or about
May 11, 2001, and in BCPM’s Chapter 11 Case on or about April 12, 2002. 
 
62. “File,” “Filed” or “Filing” means file, filed or filing with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 
 
63. “Final Order” means an order or judgment
of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket in any Chapter 11 Case or the docket of any other court of competent jurisdiction, that has not been reversed, stayed, modified or amended, and as to which
the time to appeal or seek certiorari or move for a new trial, reargument or rehearing has expired, and no appeal or petition for certiorari or other proceedings for a new trial, reargument or rehearing has been timely taken, or as to which any
appeal that has been taken or any petition for certiorari that has been timely filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument or
rehearing shall have been denied or resulted in no modification of such order. 
 
 

7 








 
64.
“Fleet” means Fleet Capital Corporation, a division of FleetBoston Financial Corporation, a Massachusetts banking corporation. 
 
65. “Fleet DIP Facility” means, collectively: (i) the Loan Agreement, as modified by the Agreed Final Order Authorizing
BCP/BCP Finance: (a) to Use Cash Collateral; (b) to Incur Postpetition Debt; and (c) to Grant Adequate Protection and Provide Security to Fleet Capital Corporation, as Agent, dated July 10, 2001; (ii) all amendments thereto and extensions thereof;
and (iii) all security agreements and instruments related to the documents identified in (i) and (ii). 
 
66. “Fleet DIP Lender” means, collectively: (a) those entities identified as “Lenders” in the Fleet DIP
Facility and their respective successors and assigns and (b) Fleet (as agent bank). 
 
67. “General Unsecured Claim” means any Claim against a Debtor that is not a Secured Claim, Administrative Claim, Priority Tax Claim, Other Priority Claim or BCP Convenience Claim.

 
68. “General Partnership Interests of
BCP” means the general partnerships interests in BCP that were outstanding immediately prior to the Petition Date. 
 
69. “Impaired” means with respect to a Claim or Class of Claims, a Claim or Class of Claims that is impaired within the
meaning of section 1124 of the Bankruptcy Code. 
 
70. “Indenture Trustee” means The Bank of New York, as successor indenture trustee under the Prepetition Indenture, or any successor thereto. 
 
71. “Insured Claim” means any Claim arising from an incident or occurrence alleged to have
occurred prior to the Effective Date that is covered under an insurance policy, other than a workers’ compensation insurance policy, applicable to a Debtor or its respective businesses. 
 
72. “Intercompany Claim” means any claim by a
Borden Entity against any Debtor, or any Claim by a Debtor against a Borden Entity. 
 
73. “Interdebtor Claims” means any administrative, prepetition or other Claim of one of the Debtors against any of the other Debtors, except a Claim arising under the BCPM DIP
Facility. 
 
74. “Interest” means
the rights of the holder of the Limited Partnership Interests of BCP, General Partnership Interests of BCP, Common Shares of BCP Finance, or Common Shares of BCPM, and the rights of any entity to purchase or demand the issuance of any of the
foregoing, including: (a) redemption, conversion, exchange, voting, participation and dividend rights; (b) liquidation preferences; and (c) stock options and warrants. 
 
75. “IRS” means the Internal Revenue Service of the United States of America. 
 
76. “Limited Partnership Interests of BCP”
means the limited partnership interests in BCP that were outstanding immediately prior to the Petition Date. 
 
77. “LLC Agent” means either the BCP LLC Agent or the BCPM LLC Agent, as the context requires. 
 
78. “Loan Agreement” means the revolving
credit agreement dated March 31, 2000, as subsequently amended and modified, among BCP, as borrower, Fleet, for itself and as administrative agent, and the lenders party thereto. 
 
 

8 








 
79.
“Ordinary Course Professionals Order” means the Order Authorizing BCP/BCP Finance to Retain, Employ and Pay Certain Professionals in the Ordinary Course of their Businesses entered by the Bankruptcy Court in the BCP/BCP Finance Chapter
11 Cases on or about May 31, 2001. 
 
80.
“Person” means a person as defined in section 101(41) of the Bankruptcy Code. 
 
81. “Petition Date” means April 3, 2001 with respect to BCP/BCP Finance, and March 22, 2002 with respect to BCPM, as the context requires. 
 
82. “Plan” means this Chapter 11 Plan of
Liquidation, either in its present form or as it may be altered, amended, modified or supplemented from time to time in accordance with the Plan, the Bankruptcy Code and the Bankruptcy Rules. 
 
83. “Plan Supplement” means the material
documents necessary to effectuate the transactions contemplated by the Plan, which documents shall be jointly filed with the Bankruptcy Court and served by the Debtors substantially in final form no later than fourteen (14) days prior to the
Confirmation Hearing. Upon its filing with the Bankruptcy Court, the Plan Supplement may be inspected at the Office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims and Interests may obtain a copy of the Plan
Supplement upon written request to respective counsel to the Debtor. 
 
84. “Prepetition Credit Facility” means the Loan Agreement together with all instruments and agreements related thereto. 
 
85. “Prepetition Indenture” means the Indenture, dated as of March 1, 1995, among BCP, BCP
Finance and the Indenture Trustee, concerning the 9 1/2% Notes Due 2005, as the same may have been subsequently
modified, amended or supplemented, together with all instruments and agreements related thereto. 
 
86. “Priority Claim” means a Claim that is entitled to priority in payment pursuant to section 507(a) of the Bankruptcy
Code that is not an Administrative Claim or a Priority Tax Claim. 
 
87. “Priority Tax Claim” means a Claim that is entitled to priority in payment pursuant to section 507(a)(8) of the Bankruptcy Code. 
 
88. “Professional” means any professional employed in a Chapter 11 Case pursuant to sections
327 or 1103 of the Bankruptcy Code or any professional or other entity seeking compensation or reimbursement of expenses in connection with a Chapter 11 Case pursuant to section 503(b)(4) of the Bankruptcy Code. 
 
89. “Professional Fee Claim” means all claims
for fees and expenses under sections 503(b)(2) through 503(b)(6) of the Bankruptcy Code by Professionals that are unpaid as of the Confirmation Date. 
 
90. “Professional Fees” means all Allowed Claims for compensation and for reimbursement of expenses under sections 328
and 330 of the Bankruptcy Code. 
 
91.
“Proof of Claim” means a proof of claim pursuant to section 501 of the Bankruptcy Code and/or any order of the Bankruptcy Court, together with supporting documents. 
 

9 








 
92.
“Pro Rata” means, when used with reference to a Distribution of property pursuant to Article III, proportionately so that with respect to a particular Allowed Claim, the ratio of (i)(A) the amount of property distributed on account of
such Claim to (B) the amount of such Claim, is the same as the ratio of (ii)(A) the amount of property distributed on account of all Allowed Claims of the Class in which such Claim is included to (B) the amount of all Allowed Claims in that Class
and all other Classes receiving the same treatment. 
 
93. “Quarterly Distribution Date” means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within forty-five (45)
days of the end of a calendar quarter, the first Quarterly Distribution Date will be the last Business Day of the month following the end of the first calendar quarter after the calendar quarter in which the Effective Date falls. 
 
94. “Real Property Executory Contract or Unexpired
Lease” means, collectively, an Executory Contract or Unexpired Lease relating to a Debtor’s interest in real or, in Louisiana, immovable property and an Executory Contract or Unexpired Lease granting rights or interests related to or
appurtenant to the applicable real or, in Louisiana, immovable property, including all servitudes; easements; licenses; permits; rights; privileges; immunities; options; rights of first refusal; powers; uses; usufructs; reciprocal easement or
operating agreements; vault, tunnel or bridge agreements or franchises; development rights; and any other interests in real or, in Louisiana, immovable property or rights in rem related to the applicable real or, in Louisiana, immovable property.

 
95. “Restructuring
Transactions” means, collectively, those mergers, consolidations, restructurings, dispositions, liquidations or dissolutions that each of the Debtors, individually or collectively, determine to be necessary or, appropriate in connection
with the Plan. 
 
96. “Schedules”
means the Schedules of Assets and Liabilities and the Statements of Financial Affairs filed by BCP/BCP Finance on or about June 4, 2001, and by BCPM on or about April 24, 2002, as required by section 521 of the Bankruptcy Code and the Official
Bankruptcy Forms, as the same may have been or may be amended, modified or supplemented. 
 
97. “Secured Claim” means a Claim that is secured by a lien on property in which an Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the
extent of the value of the Claim holder’s interest in the applicable Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to sections 506(a) and, if applicable, 1129(b)
of the Bankruptcy Code. 
 
98. “Senior Note
Claim” means a Claim under or evidenced by the Prepetition Indenture. 
 
99. “Senior Notes” means the senior notes issued by BCP and BCP Finance pursuant to the Prepetition Indenture. 
 
100. “Stipulation of Amount and Nature of Claim” means a stipulation or other agreement
between the applicable Debtor and a holder of a Claim or Interest, or an agreed order of the Bankruptcy Court, establishing the amount and nature of a Claim or Interest. 
 
101. “Tax” means (a) any net income, alternative or add-on minimum, gross income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, property, environmental or other tax, assessment or charge of any kind whatsoever (together in each instance with any interest, penalty, addition to tax or
additional amount) imposed by any federal, state, local or foreign taxing authority; or (b) any liability for payment of any amounts of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or
being a party to any agreement or 
 

10 








 
arrangement whereby liability
for payment of any such amounts is determined by reference to the liability of any other entity. 
 
102. “Tax Code” means the Internal Revenue Code of 1986, as amended. 
 
103. “Tort Claim” means any Claim that has not been settled, compromised or otherwise resolved that (a) arises out of
allegations of personal injury, wrongful death, property damage, products liability or similar legal theories of recovery; or (b) arises under any federal, state or local statute, rule, regulation or ordinance governing, regulating or relating to
health, safety, hazardous substances or the environment. 
 
104. “Trade Claim” means any Unsecured Claim arising from or with respect to the sale of goods or rendition of services prior to the Petition Date, including any Claim of an employee that is not a Priority Claim.

 
105. “Treasury Regulations”
means final, temporary and proposed regulations promulgated by the U.S. Treasury Department in respect of the Tax Code. 
 
106. “Unimpaired Claim” means a Claim that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

 
107. “Unimpaired Class” means a
Class that is unimpaired within the meaning of section 1124 of the Bankruptcy Code. 
 
108. “Uninsured Claim” means any Claim that is not an Insured Claim. 
 
109. “U.S. Trustee” means the Office of the United States Trustee for the District of Delaware. 
 
110. “Voting Deadline” means the deadline for
submitting Ballots to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the Ballots or related solicitation documents approved by the Bankruptcy Court. 
 
111. “Voting Instructions” means the
instructions for voting on the Plan contained in the Disclosure Statement and in the Ballots. 
 
112. “Voting Record Date” means November 21, 2002. 
 
B. Rules of Interpretation and Computation of Time 
 
1. Rules of Interpretation 
 
For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in
the singular or the plural, will include both the singular and the plural; (b) unless otherwise provided in the Plan, any reference in the Plan to a contract, instrument, release or other agreement or document being in a particular form or on
particular terms and conditions means that such document will be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or Exhibit filed or to be filed means such document or
Exhibit, as it may have been or may be amended, modified or supplemented pursuant to the Plan or Confirmation Order; (d) any reference to an entity as a holder of a Claim or Interest includes that entity’s successors, assigns and affiliates;
(e) all references in the Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to the Plan; (f) the words “herein,” “hereunder” and 
 
 

11 








 
“hereto” refer to
the Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the
Plan; (h) subject to the provisions of any contract, certificates of incorporation, by-laws, similar constituent documents, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the rights and
obligations arising under the Plan will be governed by, and construed and enforced in accordance with federal law, including the Bankruptcy Code and the Bankruptcy Rules; and (i) the rules of construction set forth in section 102 of the Bankruptcy
Code will apply. 
 
2. Computation of Time

 
In computing any period of time prescribed
or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) will apply. 
 
ARTICLE II 
CLASSES OF CLAIMS AND INTERESTS 
 
All Claims and Interests, except Administrative Claims and
Priority Tax Claims, are placed in the Classes described below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims, as described in Section III.A, have not been classified and thus are
excluded from the Classes described below. The categories of Claims and Interests listed below classify Claims and Interests for all purposes, including voting, Confirmation and Distribution pursuant to the Plan and pursuant to sections 1122 and
1123(a)(1) of the Bankruptcy Code. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any
remainder of the Claim or Interest qualifies within the description of such other Classes. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise
settled prior to the Effective Date. 
 
A. Classes of Claims
Against BCP/BCP Finance 
 
1. Secured
Claims 
 
a. Class C-1 (BCP Bank Loan
Claims). Bank Loan Claims against BCP. 
 
b.
Class C-2 (Other Secured Claims). Other Secured Claims against BCP. 
 
2. Unsecured Claims 
 
a. Class C-3 (BCP Unsecured Priority Claims). Unsecured Claims against BCP that are entitled to priority under section 507(a)(3), 507(a)(4) or 507(a)(6) of the Bankruptcy Code. 
 
b. Class C-4 (BCP General Unsecured Claims). Unsecured
Claims against BCP that are not otherwise classified in Class C-3, C-5, C-6, C-7, C-9 or C-10. 
 
c. Class C-5 (BCP Intercompany Claims). All Intercompany Claims against BCP. 
 
d. Class C-6 (BCP Penalty Claims). Unsecured Claims against BCP for any fine, penalty or forfeiture, or for multiple, exemplary or
punitive damages, to the extent that such Claims are not compensation for the Claim holder’s actual pecuniary loss. 
 
 

12 








 
e. Class
C-7 (BCP Convenience Claims). Unsecured Claims against BCP that otherwise would be included in Class C-4, but with respect to each such Claim, the applicable Claim either (i) is equal to or less than $1,250.00 or (ii) is reduced to an aggregate
of $1,250.00, in full satisfaction of the Claim, pursuant to an election by such holder made on the Ballot provided for voting on the Plan by the Voting Deadline. For purposes of treatment under Class C-7, multiple Claims of a holder against a
particular Debtor arising in a series of similar or related transactions between such Debtor and the original holder of such Claims will be treated as a single Claim and no splitting of Claims will be recognized for purposes of Distribution.

 
f. Class C-8 (BCP Finance Claims).
All Claims against BCP Finance. 
 
g. Class C-9
(Certain BCP Environmental Claims). Claims against BCP and BCP Finance by the U.S. Environmental Protection Agency or the U.S. Department of Justice on behalf of the Environmental Protection Agency (either, the “EPA”), and the
Louisiana Department of Environmental Equality (the “LDEQ”) evidenced by, arising in, arising under or related to the Consent Decree (as such term is defined in the Disclosure Statement). 
 
h. Class C-10 (Senior Note Claims). All Claims
evidenced by, arising in, arising under or related to the Prepetition Indenture and Senior Notes. 
 

	 B.	  	 Classes of Interests in BCP/BCP Finance 

 
1. Class E-1 (BCP Limited Partnership Interests). Interests on account of the Limited Partnership Interests of BCP. 
 
2. Class E-2 (BCP General Partnership Interests).
Interests on account of the General Partnership Interests of BCP. 
 
3. Class E-3 (BCP Finance Common Shares). Interests on account of the Common Shares of BCP Finance. 
 

	 C.	  	 Classes of Claims Against BCPM 

 
1. Secured Claims 
 
a. Class CC-1. All Secured Claims (if any) against BCPM. 
 
b. Class CC-2. Intentionally omitted. 
 
2. Unsecured Claims 
 
a. Class CC-3 (BCPM Unsecured Priority Claims). Unsecured Claims against BCPM that are entitled to
priority under section 507(a)(3), 507(a)(4) or 507(a)(6) of the Bankruptcy Code. 
 
b. Class CC-4 (BCPM General Unsecured Claims). Unsecured Claims against BCPM that are not otherwise classified in Class CC-3, CC-5, or CC-6. 
 
c. Class CC-5 (BCPM Intercompany Claims). All
Intercompany Claims against BCPM. 
 

13 








 
d. Class
CC-6 (BCPM Penalty Claims). Unsecured Claims against BCPM for any fine, penalty or forfeiture, or for multiple, exemplary or punitive damages, to the extent that such Claims are not compensation for the Claim holder’s actual pecuniary loss.

 
e. Class CC-7 Intentionally omitted.

 
f. Class CC-8 Intentionally omitted.

 
g. Class CC-9 (Certain BCPM Environmental
Claims). Claims against BCPM by the EPA, and the LDEQ evidenced by, arising in, arising under or related to the Consent Decree. 
 

	 D.	  	 Classes of Interests in BCPM 

 
1. Class EE-1 (BCPM Shares): Interests on account of the Common shares of BCPM. 
 
ARTICLE III 
TREATMENT OF CLAIMS AND INTERESTS 
 
The treatment of Claims herein shall be consistent with the priority scheme set forth in section 507 of the Bankruptcy Code. 
 
THE ESTATES OF THE DEBTORS HAVE NOT BEEN SUBSTANTIVELY
CONSOLIDATED. ANY CLAIMS HELD AGAINST ONE OF THE DEBTORS WILL BE SATISFIED SOLELY FROM THE ASSETS OF SUCH DEBTOR. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NOTHING IN THIS PLAN OR THE DISCLOSURE STATEMENT SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE
AN ADMISSION THAT ONE OF THE DEBTORS IS SUBJECT TO OR LIABLE FOR ANY CLAIM AGAINST ANOTHER DEBTOR. THE CLAIMS OF CREDITORS THAT HOLD CLAIMS AGAINST MULTIPLE DEBTORS WILL BE TREATED AS SEPARATE CLAIMS WITH RESPECT TO EACH DEBTOR’S ESTATE FOR ALL
PURPOSES (INCLUDING, BUT NOT LIMITED TO, DISTRIBUTIONS AND VOTING), AND SUCH CLAIMS WILL BE ADMINISTERED AS PROVIDED IN THE PLAN. 
 

	 A.	  	 Unclassified Claims 

 
1. Payment of Administrative Claims 
 
a. Administrative Claims in General 
 
Except as specified in this Section III.A.1, and subject to the Bar Date provisions herein, unless otherwise
agreed by the holder of an Administrative Claim and the applicable Debtor, each holder of an Allowed Administrative Claim will receive, in full satisfaction of its Administrative Claim, without interest, Cash equal to the Allowed amount of such
Administrative Claim either (i) on the Effective Date or (ii) if the Administrative Claim is not allowed as of the Effective Date, thirty (30) days after the date on which an order allowing such Administrative becomes a Final Order or a Stipulation
of Amount and Nature of Claim is executed by the applicable Debtor and the holder of the Administrative Claim. 
 
b. Statutory Fees 
 
On or before the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C. § 1930, as determined by the Bankruptcy
Court at the Confirmation Hearing, will be paid in Cash equal to the amount of such Administrative Claims. All fees payable pursuant to 28 U.S.C. § 1930 
 

14 








 
will be paid in accordance
therewith until the closing of the Chapter 11 Cases pursuant to section 350(a) of the Bankruptcy Code. 
 
c. Ordinary Course Liabilities 
 
Administrative Claims based on liabilities incurred by a Debtor in the ordinary course of its business (including Administrative Trade
Claims, Administrative Claims of governmental units for Taxes (including Tax audit Claims related to Tax years commencing after the Petition Date) and Administrative Claims arising from those contracts and leases of the kind described in Section
VI.E) will be paid by the applicable Debtor pursuant to the terms and conditions of the particular transaction giving rise to such Administrative Claims, without any further action by the holders of such Administrative Claims, or the applicable
Liquidating LLC. Included in this category are holders of valid reclamation claims that are owed amounts pursuant to and in accordance with the Order Approving and Authorizing Procedures for Resolving Reclamation Claims entered in the BCP Chapter 11
case on July 26, 2001. 
 
d. Claims Under the
Fleet DIP Facility 
 
The Fleet DIP Facility
has been paid in full. Therefore, there will be no payment to the Fleet DIP Lender. 
 
e. Claims Under the BCPM DIP Facility 
 
Unless otherwise agreed to by BCPM under the BCPM DIP Facility, on or before the Effective Date, the amount outstanding under or evidenced by the BCPM DIP Facility will be paid in Cash. 
 
f. Professional Fee Claims 
 
Professionals who are entitled to reimbursement or allowance
of fees and expenses pursuant to sections 503(b)(2) through 503(b)(6) of the Bankruptcy Code, shall be paid, in Cash, in the amount awarded to such Professionals by Final Order of the Bankruptcy Court as soon as is practicable after such award (and
no later than the fifteenth (15th) Business Day of the first month after such Final Order). Notwithstanding anything
herein to the contrary, the holder of an Allowed Professional Fee Claim may be paid on such other date and upon such other amount and terms as may be agreed upon by that holder. 
 
g. Bar Dates for Administrative Claims 
 
i. General Bar Date Provisions 
 
Except as otherwise provided in Section III.A.1.g.ii, unless previously filed, requests for payment of
Administrative Claims (including Intercreditor Claims) must be filed and served on the Debtors, pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order, so that they are received no
later than thirty (30) days after the Effective Date. Holders of Administrative Claims that are required to file and serve a request for payment of such Administrative Claims and that do not file and serve such a request by the applicable Bar Date
will be forever barred from asserting such Administrative Claims against the Debtors or their respective property and such Administrative Claims will be deemed discharged as of the Effective Date. Objections to such requests must be filed and served
on the Debtors and the requesting party by the later of (A) ninety (90) days after the Effective Date or (B) thirty (30) days after the Filing of the applicable request for payment of Administrative Claims. 
 
 

15 








 
ii. Bar
Dates for Certain Administrative Claims 
 
A. Professional Compensation 
 
Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date must file and serve on the Debtors, and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order, the
Fee Order or other order of the Bankruptcy Court an application for final allowance of such Fee Claim so that it is received no later than sixty (60) days after the Effective Date; provided, however, that any professional who may
receive compensation or reimbursement of expenses pursuant to the Ordinary Course Professionals Order may continue to receive such compensation and reimbursement of expenses for services rendered before the Effective Date, without further Bankruptcy
Court review or approval, pursuant to the Ordinary Course Professionals Order. Objections to any Fee Claim must be filed and served on respective counsel for the Debtors, and counsel to each of the Creditors’ Committees, and the requesting
party by the later of (1) ninety (90) days after the Effective Date or (2) thirty (30) days after the Filing of the applicable request for payment of the Fee Claim. To the extent necessary, the Confirmation Order will amend and supersede any
previously entered order of the Bankruptcy Court, including the Fee Order, regarding the payment of Fee Claims. 
 
B. Ordinary Course Liabilities 
 
Holders of Administrative Claims based on liabilities incurred by a Debtor in the ordinary course of its business, including
Administrative Trade Claims, Administrative Claims of governmental units for Taxes (including Tax audit Claims arising after the Petition Date) and Administrative Claims arising from those contracts and leases of the kind described in Section V.G,
will not be required to file or serve any request for payment of such Administrative Claims. Such Administrative Claims will be satisfied pursuant to Section III. A.1.c. 
 
C. Claims Under the BCPM DIP Facility 
 
Holders of Administrative Claims under or evidenced by the BCPM DIP Facility will not be required to file or
serve any request for payment of such Claims. Such Administrative Claims will be satisfied pursuant to Section III.A.1.d or Section III.A.1.e., as applicable. 
 
2. Payment of Priority Tax Claims 
 
a. Priority Tax Claims 
 
Pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, unless otherwise agreed to by the holder of a Priority Tax Claim and the
applicable Debtor, each holder of an Allowed Priority Tax Claim will receive, in full satisfaction of its Priority Tax Claim, deferred Cash payments over a period not exceeding six years from the date of assessment of such Priority Tax Claim.
Payments will be made in equal annual installments of principal, plus simple interest, accruing from the Effective Date at a rate equal to the effective yield on the three-month treasury bill sold at the auction immediately preceding the Effective
Date, on the unpaid portion of each Allowed Priority Tax Claim (or upon such other terms determined by the Bankruptcy Court to provide the holders of Priority Tax Claim with deferred Cash payments having a value, as of the Effective Date, equal to
the Allowed amount of such Priority Tax Claims). Unless otherwise agreed to by the holder of a Priority Tax Claim, the first payment on account of such Priority Tax Claim will be payable one year after the Effective Date or, if the Priority Tax
Claim is not allowed within one year after the Effective Date, the first Quarterly Distribution Date after the date on which (i) an order allowing such Priority Tax Claim becomes a Final Order or (ii) a Stipulation of Amount and Nature of Claim is
executed by the applicable Debtor and the holder of the Priority Tax Claim; provided, however, that the Debtors will have the right to pay any Allowed Priority Tax Claim, or 
 

16 








 
any remaining balance of such
Priority Tax Claim, in full at any time on or after the Effective Date, without premium or penalty. 
 
b.  Other Provisions Concerning Treatment of Priority Tax Claims 
 
Notwithstanding the provisions of Section III.A.2.a, the
holder of an Allowed Priority Tax Claim will not be entitled to receive any payment on account of any penalty arising with respect to or in connection with the Allowed Priority Tax Claim. Any such Claim or demand for any such penalty will be subject
to treatment in Class C-6, and the holder of an Allowed Priority Tax Claim may not assess or attempt to collect such penalty from the any of the Debtors or their respective property. 
 
B.    Classified Claims of BCP/BCP Finance 
 
1.  Secured Claims 
 
a.  Class C-1 Claims (BCP Bank Loan Claims) are
Unimpaired. The Debtors believe that all Bank Loan Claims already have been satisfied in full during the BCP/BCP Finance Chapter 11 Cases, and thus there will be no Allowed Bank Loan Claims requiring treatment in this Class. 
 
b.  Class C-2 Claims (Other Secured Claims) are
Impaired. Any Allowed Class C-2 Claims shall, on the Effective Date, or as soon as practical thereafter, be treated, at the election of BCP, as follows: (1) BCP shall surrender all collateral securing such Allowed Claim to the holder thereof,
without representation or warranty by, or recourse against, BCP or (2) the holder of such Allowed Claim shall receive an amount in Cash equal to the principal amount of such Claim, but no Cash on account of interest, fees, costs or charges. Class
C-2 is an Impaired Class and holders of Allowed Claims in Class C-2 are entitled to vote to accept or reject the Plan. 
 
2.  Unsecured Claims 
 
a.  Class C-3 Claims (BCP Unsecured Priority Claims) are Unimpaired. On the Effective Date, or as soon as practicable
thereafter, each holder of an Allowed Claim in Class C-3 will receive Cash equal to the amount of such Allowed Claim. Class C-3 is an Unimpaired Class and holders of Allowed Claims in Class C-3 are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the holders of Allowed Claims in Class C-3 are not entitled to vote to accept or reject the Plan. 
 
b.  Class C-4 Claims (BCP General Unsecured Claims) are Impaired. On the Effective Date, or
as soon as practicable thereafter, each holder of an Allowed Claim in Class C-4 (including Interdebtor Claims to the extent not otherwise Allowed as Administrative Claims) shall (i) receive its Pro Rata share of any BCP Available Cash; and (ii)
become a claimant of BCP Liquidating LLC to the extent of its Pro Rata share, if any, of any additional Distributions. The holders of Allowed C-4 Claims may be entitled to receive additional Distributions, from time to time, following the Effective
Date, in accordance with Section VII.B of the Plan. Class C-4 is an Impaired Class and holders of Allowed Claims in Class C-4 are entitled to vote to accept or reject the Plan. Any deficiency in the payment of the Allowed Claim in Class C-4 will be
a Claim in Class CC-4 if such Claim is Field and Allowed in the BCPM Chapter 11 Case. 
 
c.  Class C-5 Claims (BCP Intercompany Claims) are Impaired. Any Allowed Claim in Class C-5, which is not subordinated under section 510 of the Bankruptcy Code or otherwise, shall be
paid in the same manner and Pro Rata with Allowed Claims in Class C-4. BCP/BCP Finance has retained Preserved Causes of Action that include Causes of Action that may be asserted against the Borden Entities, as well as the right to prosecute
Objections to Claims. The BCP and BCPM Creditors’ 
 
 

17 








 
Committees are currently
investigating these Claims. See Article V.E and Article VIII. Class C-5 is an Impaired Class and holders of Allowed Claims in Class C-5 are entitled to vote to accept or reject the Plan. 
 
d.  Class C-6 Claims (BCP Penalty Claims) are Impaired. No property will be distributed to
or retained by the holders of Allowed Claims in Class C-6 on account of such Claims. Class C-6 is an Impaired Class and holders of Allowed Claims in Class C-6 are conclusively presumed to have rejected the Plan and are not entitled to vote to accept
or reject the Plan. 
 
e.  Class C-7
(BCP Convenience Claims) are Impaired. On the Effective Date, or as soon as practicable after the Claim becomes an Allowed Claim (and no later than the fifteenth (15th ) Business Day of the first month after the Claim becomes Allowed), each holder of an Allowed Claim in Class C-7 (including holders of Allowed Unsecured
Claims against BCP electing on their Ballot to be treated as holders of Class C-7 Claims) shall receive Cash, in full satisfaction of the Claim, equal to (i) for Allowed Claims equal to or less than $1,250, the full amount of the Allowed Claim,
without interest; or (ii) for Allowed Claims in excess of $1,250, the amount of $1,250, without interest, provided, however, that if prior to the Confirmation BCP (i) estimates that the total amount of Distributions in respect of Class C-7
will exceed $500,000 or (ii) determines that there will be insufficient Cash to make the total amount of Distributions in Class C-7, BCP may (i) decide in its sole discretion to deem all Class C-7 Claims (including Allowed Claims equal to or
less than $1,250 electing Class C-7 treatment) as Class C-4 Claims and eliminate Class C-7 in its entirety or (ii) reduce the percentage recovery of all Allowed Class C-7 Claim Pro Rata to equal $500,000 (or the amount of Cash available to make the
total amount of Distributions in Class C-7) in the aggregate. Class C-7 is an Impaired Class and holders of Allowed Claims in Class C-7 are entitled to vote to accept or reject the Plan. 
 
f.  Class C-8 (BCP Finance Claims) are Impaired. All Allowed Class C-8 Claims will receive
treatment in Class C-10 and are Impaired. 
 
g.  Class C-9 (Certain BCP Environmental Claims) are Unimpaired. The Debtors reached a settlement with the LDEQ, the EPA and Borden Chemical, Inc. of Claims against BCP, BCP Finance and BCPM by the EPA and the LDEQ
evidenced by, arising in, arising under or related to the Consent Decree. The Debtors sought and obtained Bankruptcy Court approval of such settlement and these Claims are Unimpaired. 
 
h.  Class C-10 (Senior Note Claims) are Impaired. On the Effective Date, or as soon as
practicable thereafter, each holder of an Allowed Class C-10 Claim shall (i) receive its Pro Rata share of any BCP Available Cash; and (ii) become a claimant of BCP Liquidating LLC to the extent of its Pro Rata share, if any, of any additional
Distributions. The holders of Allowed Class C-10 Claims may be entitled to receive additional Distributions, from time to time, following the Effective Date, in accordance with Section VII.B of the Plan. Class C-10 is an Impaired Class and holders
of Allowed claims in Class C-10 are entitled to vote to accept or reject the Plan. Any deficiency in the payment of the Allowed Claim in Class C-10 will not become, or entitle the holder to, a Claim in Class CC-4. 
 
C.    Classified Interests 
 
1.  Class E-1 Interests (Limited Partnership
Interests of BCP) are Impaired. Because the value of BCP’s Assets is less than the expected total amount of Allowed Claims against it, holders of Class E-1 Interests will not receive any Distribution or retain any property under the Plan.
On the Effective Date, all such interests shall be extinguished. Class E-1 is an Impaired Class and holders of Allowed Class E-1 Interests are conclusively presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan.

 
 

18 








 
2.  Class E-2 Interests (General Partnership Interests of BCP) are Impaired. Because the value of BCP’s Assets is less than the expected total amount of Allowed Claims against it, holders of Class E-2 Interests
will not receive any Distribution or retain any property under the Plan. On the Effective Date, all such Interests shall be extinguished. Class E-2 is an Impaired Class and holders of Allowed Class E-2 Interests are conclusively presumed to have
rejected the Plan and are not entitled to vote to accept or reject the Plan. 
 
3.  Class E-3 Interests (Common Shares of BCP Finance) are Impaired. Because the value of BCP Finance’s Assets is less than the expected total amount of Allowed Claims against it,
holders of Class E-3 Interests will not receive any Distribution or retain any property under the Plan. On the Effective Date, all such Interests shall be extinguished. Class E-3 is an Impaired Class and holders of Allowed Class E-3 Interests are
conclusively presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan. 
 
D.    Classified Claims of BCPM 
 
1.  Secured Claims 
 
a.  Class CC-1 Claims (BCPM Secured Claims) are Unimpaired. Any Class CC-1 Claims shall, on the Effective Date, or as
soon as practical thereafter, be treated, at the holder thereof, BCPM as follows: (1) BCPM shall surrender all collateral securing such Claim to the holder thereof, without representation or warranty by or recourse against BCPM, or (2) the holders
of such Claim shall receive an amount in Cash equal to the amount of such Claim. Class CC-1 is an Unimpaired Class and holders of Allowed Claims in Class CC-1 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, the holders of Allowed Claims in Class CC-3 are not entitled to vote to accept or reject the Plan. 
 
2.  Unsecured Claims 
 
a.  Class CC-3 Claims (BCPM Unsecured Priority Claims) are Unimpaired. On the Effective Date, or as soon as practicable
thereafter, each holder of an Allowed Claim in Class CC-3 will receive Cash equal to the amount of such Claim. Class CC-3 is an Unimpaired Class and holders of Allowed Claims in Class CC-3 are conclusively deemed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, the holders of Allowed Claims in Class CC-3 are not entitled to vote to accept or reject the Plan. 
 
b.  Class CC-4 Claims (BCPM General Unsecured Claims) are impaired. On the Effective Date, or as soon as practicable
thereafter, each holder of an Allowed Claim in Class CC-4 (including Interdebtor Claims) shall (i) receive its Pro Rata share of any BCPM Available Cash; and (ii) become a claimant of BCPM Liquidating LLC to the extent of its Pro Rata share, if any,
of any additional Distributions. The holders of Allowed CC-4 Claims may be entitled to receive additional Distributions, from time to time, following the Effective Date, in accordance with Section VII.B of the Plan. Class CC-4 is an Impaired Class
and holders of Allowed Claims Class CC-4 are entitled to vote to accept or reject the Plan. 
 
c.  Class CC-5 Claims (BCPM Intercompany Claims) are Impaired. Any Allowed Claims in Class CC-5, which is not subordinated, shall be paid in the same manner and Pro Rata with Allowed
Claims in Class CC-4. BCPM has retained the Preserved Causes of Action, including those that may be asserted against the Borden Entities, and the right to prosecute Objections to Claims. The BCP and BCPM Creditors’ Committees currently are
investigating these Claims. See Article V.E and Article VIII. Class CC-5 is an Impaired Class and holders of Allowed Claims Class CC-5 are entitled to vote to accept or reject the Plan. 
 
 

19 








 
d.  Class CC-6 Claims (BCPM Penalty Claims) are Impaired. No property will be distributed to or retained by the holders of Allowed Claim in Class CC-6 on account of such Claims. Class CC-6 is an Impaired Class and
holders of Allowed Claims in Class CC-6 are conclusively presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan. 
 
e.  Class CC-7. Intentionally omitted. 
 
f.  Class CC-8. Intentionally omitted. 
 
g.  Class CC-9 (Certain BCPM Environmental
Claims) are Unimpaired. The Debtors reached a settlement with the LDEQ, the EPA and Borden Chemical, Inc. of Claims against BCP, BCP Finance and BCPM by the EPA and the LDEQ evidenced by, arising in, arising under or related to the Consent
Decree. The Debtors sought and obtained Bankruptcy Court approval of such settlement and these Claims are Unimpaired. 
 
E. Classified Interests of BCPM 
 
1.  Class EE-1 Interests (Common Shares of BCPM) are Impaired. Because the value of BCPM’s Assets is less than the
expected total amount of Allowed Claims against it, holders of Class EE-1 Interests will not receive any Distribution or retain any property under the Plan. On the Effective Date, all such Interests shall be extinguished. Class EE-1 is an Impaired
Class and holders of Allowed Class EE-1 Interests are conclusively presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan. 
 
F. Claims for Substantial Contribution 
 
Any (a) Claim for substantial contribution pursuant to section 503(b) of the Bankruptcy Code by either of the
Creditors’ Committees, any present or former members of either of them, or their respective professionals, representatives and agents or (b) Claim asserted by members of the Creditors’ Committees for the reimbursement of actual, necessary
expenses pursuant to section 503(b)(3)(F) of the Bankruptcy Code shall only be allowed against BCP, BCP Finance, BCPM or their respective Estates upon timely application and order of the Bankruptcy Court. 
 
G. Deficiency Claims 
 
Certain allowed Class CC-4 deficiency claims held against BCPM
as a result of the failure of BCP to pay Class C-4 claims in full may be partially paid for purposes of partial Distribution, but will not be fully paid by BCPM until the amount of distributions to claimants holding Class C-4 claims against BCP has
been finally determined. 
 
 

20 








 
ARTICLE IV

EFFECT OF CONFIRMATION 
 
A. Transfer, Liquidation of Assets 
 
1. Transfer 
 
As of the Effective Date, the property of the Estate of BCP shall be transferred to BCP Liquidating LLC and the property of the Estate of
BCPM shall be transferred to BCPM Liquidating LLC in accordance with Section V.B.5 and Section V.C.5, respectively. 
 
2. Liquidation 
 
From and after the Effective Date, the respective BCP or BCPM Agents may dispose of the Assets of BCP Liquidating LLC and BCPM Liquidating
LLC in accordance with the provisions of the Plan. 
 
B. Release
of Assets 
 
Until the Effective Date, the
Bankruptcy Court shall retain jurisdiction over each of the Debtors and their assets. Thereafter, jurisdiction of the Bankruptcy Court shall be limited to the subject matter set forth in Article XII of the Plan, and the applicable LLC Agent shall
perform and wind up the affairs of BCP Liquidating LLC and BCPM Liquidating LLC, as provided in the Plan and in the respective LLC Agreement. 
 
C. Binding Effect 
 
Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, the provisions of the Plan
shall bind any holder of a Claim against, or Interest in, any of the Debtors and their respective successors and assigns, whether or not the Claim or Interest of such holders is Impaired under the Plan and whether or not such holder has accepted the
Plan. 
 
D. Term of Injunctions or Stays 
 
Unless otherwise provided, all injunctions or stays provided
for in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the closing of the Chapter 11 Cases. 
 
E. Causes of Action 
 
Except as provided in, and unless expressly waived,
relinquished, exculpated, released, compromised or settled in, the Plan, Confirmation Order, any Final Order or any contract, instrument, document, release or other agreement entered into or delivered in connection with the Plan, BCP Liquidating
LLC, and BCPM Liquidating LLC, respectively, will exclusively retain and may enforce, and the Debtors expressly reserve and preserve for these purposes, in accordance with sections 1123(a)(5)(B) and 1123(b)(3) of the Bankruptcy Code, any Claims,
demands, rights and Causes of Action that any Debtor or Estate may hold against any Person or entity, including without limitation the Causes of Action set forth in Exhibit V.E entitled “Preserved Causes of Action,” and therefore no
preclusion doctrine, including without limitation the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches shall apply to them by 
 
 

21 








 
virtue of or in connection
with confirmation, consummation or effectiveness of the Plan. The applicable LLC Agent or its successors exclusively may pursue such retained Claims, demands, rights or Causes of Action, including without limitation the Causes of Action set forth in
Exhibit V.E entitled “Preserved Causes of Action,” as appropriate, in accordance with the best interests of the Debtors or their successors. 
 
F. Final Satisfaction of Claims 
 
The rights afforded by this Plan and the treatment provided herein of Claims against and Interests in a Debtor shall be in exchange for,
and in satisfaction and release of, all Claims against or Interests in such Debtor of any nature whatsoever, including any interest accrued or expenses incurred against such Debtor in respect thereof from and after the Petition Date of such Debtor,
and its Estate, property and interests in property. 
 
G.
Injunction 
 
On and after the Confirmation
Date, all Persons are permanently enjoined from commencing or continuing in any manner any action or proceeding (whether directly, indirectly, derivatively or otherwise) on account of or respecting any Cause of Action of any Debtor, which the BCP
LLC Agent or the BCPM LLC Agent, on behalf of BCP Liquidating LLC or BCPM Liquidating LLC, shall retain the exclusive authority to pursue in accordance with the Plan. 
 
ARTICLE V 
MEANS FOR IMPLEMENTATION OF THE PLAN 
 
A. Implementation of the Plan 
 
1. Restructuring Transactions 
 
On or after the Effective Date, the applicable Debtors may enter into such Restructuring Transactions and may take such actions in connection therewith, including, one or more mergers, consolidations,
restructurings, dispositions, liquidations or dissolutions, as may be determined by the Debtors, BCP Liquidating LLC, or BCPM Liquidating LLC to be necessary or appropriate. The actions to effect these transactions may include: (a) the execution and
delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of
applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any Asset, property, right, liability, duty or
obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation or dissolution pursuant to applicable
state law; and (d) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. 
 
On the Effective Date, or as soon as practicable thereafter,
the following transactions shall occur: 
 
a. In accordance with Article III, the Debtors shall pay all Allowed Administrative Claims, Allowed Other Priority Claims and Allowed Claims to the extent known at the Confirmation Date, and to the extent practicable, all
other such Allowed Claims established thereafter. 
 
b. All of the respective Debtors’ rights, title and interests in and to any Assets subject to a perfected first priority lien of an Allowed Secured Claim in Class C-2 or CC-1 (or the proceeds thereof) 
 
 

22 








 
shall be transferred and
assigned absolutely and unconditionally to the holders of such liens or paid in cash. 
 
c. In accordance with Section V.B.5. of the Plan (entitled “Transfer of Assets”), all of the remaining Assets of BCP shall be contributed by BCP to BCP Liquidating LLC, a newly-formed
limited liability company of which the BCP LLC Agent will immediately thereafter be the sole member, and all of the remaining Assets of BCPM shall be contributed by BCPM to BCPM Liquidating LLC, a newly-formed limited liability company of which the
BCPM LLC Agent will immediately thereafter be the sole member. 
 
d. In accordance with the provisions of Article III, the Disbursing Agent shall distribute, in satisfaction of the General Unsecured Claims against BCP and BCPM, all BCP or BCPM Available Cash and the holders of General
Unsecured Claims against BCP or BCPM shall become BCP Liquidating LLC Claimants or BCPM Liquidating LLC Claimants (as each term is defined below), as applicable, to the extent of their Pro Rata share, if any, of any additional Distributions.

 
2. Obligations of Any Successor Corporation
in a Restructuring Transaction 
 
The
Restructuring Transactions may include one or more mergers, consolidations, restructurings, dispositions, liquidations or dissolutions, as may be determined by the Debtors, BCP Liquidating LLC, or BCPM Liquidating LLC to be necessary or appropriate
to result in substantially all of the respective Assets, properties, rights, liabilities, duties and obligations of certain of the Debtors vesting in one or more surviving, resulting or acquiring corporations. In each instance in which the
surviving, resulting or acquiring corporation in any such transaction is a successor to a Debtor, such surviving, resulting or acquiring corporation will perform the obligations of the applicable Debtor pursuant to the Plan to pay or otherwise
satisfy the Allowed Claims against such Debtor, except as provided in any contract, instrument or other agreement or document effecting a disposition to such surviving, resulting or acquiring corporation, which may provide that another Debtor will
perform such obligations. 
 
3. Effectuating
Documents; Further Transactions 
 
On or as
soon as practicable after the Effective Date, subject to Article VII, the Disbursing Agent, shall at the direction of the respective LLC Agent, make all Distributions required in accordance with Article III and any other provisions of the Plan. the
Debtors, The BCP LLC Agent or the BCPM LLC Agent shall be authorized and directed, following the completion of all disbursements, other transfers and other actions required of the Debtors by the Plan, to file within thirty (30) days, or as soon
thereafter as is practical, certificates of dissolution to cease the corporate or partnership existence of the Debtors, as well as of the limited partner in BCP—Borden Chemicals and Plastics Limited Partnership—together with any other
necessary documentation, to effect their dissolution under applicable state law. The filing of each Debtor’s certificate of dissolution shall be authorized and approved hereunder in all respects without further action under applicable law,
regulation, order, or rule, including, without express or implied limitation, any action by the stockholders, members, managers, partners, or board of directors (as applicable) of the Debtors. Accordingly, BCP, BCP Finance, BCPM and the limited
partner in BCP—Borden Chemicals and Plastics Limited Partnership—shall be dissolved on the Effective Date, or as soon as practicable thereafter. 
 
If deemed necessary or appropriate by the Debtors or the applicable LLC Agent, as the context requires, the Debtors or the applicable LLC
Agent may, notwithstanding any other transfers described in this Section V.A.3., engage in any other transaction in furtherance, but not in contravention, of the Plan. Unless otherwise indicated, any such transactions shall be effective pursuant to
the Confirmation Order without further action by the stockholders, members, agents, managers, partners, or 
 
 

23 








 
board of directors (as
applicable) of any of the Debtors, BCP Liquidating LLC, or BCPM Liquidating LLC. Each of the officers thereof is authorized and directed to execute, deliver, file, or record such contracts, instruments, releases, indentures, and other agreements or
documents and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. 
 
4. Bank Accounts 
 
All funds in bank accounts established by BCP/BCP Finance and BCPM to pay Claims receiving Cash payments on the Effective Date shall be
deposited in an account with the Disbursing Agent in the name of BCP Liquidating LLC or BCPM Liquidating LLC, as applicable, subject to the provisions of the Plan. Neither BCP Liquidating LLC nor BCPM Liquidating LLC shall have greater rights to
such bank accounts than BCP/BCP Finance or BCPM would have had. 
 
B. BCP Liquidating LLC 
 
1. Establishment of BCP Liquidating LLC 
 
As of the Effective Date, BCP shall execute the BCP LLC Agreement, which shall designate and identify the BCP LLC Agent as such and as one of the managers and the sole member of BCP Liquidating LLC. The BCP LLC Agreement shall be
included in the Plan Supplement. The BCP LLC Agreement shall contain provisions customary for agreements of Delaware limited liability companies utilized in comparable circumstances, including, but not limited to, any and all provisions necessary to
ensure the continued treatment of BCP Liquidating LLC as a “disputed ownership fund” under Proposed Treasury Regulations section 1.468B-9 for income tax purposes. The BCP LLC Agent shall be authorized to take all other steps necessary to
complete the formation of BCP Liquidating LLC. The BCP LLC Agent shall have all duties, powers, standing and authority of a debtor in possession pursuant to sections 1106 and 1107 of the Bankruptcy Code, including, without limitation, all duties,
powers, standing and authority necessary to implement the Plan and to administer and liquidate the Assets of BCP Liquidating LLC for the benefit of the BCP Liquidating LLC Claimants (as such term is defined below). 
 
On the Effective Date, each holder of an Allowed or Disputed
General Unsecured Claim against BCP shall become a “claimant” (within the meaning of Proposed Treasury Regulations section 1.468B-9(b)) of BCP Liquidating LLC (collectively, the “BCP Liquidating LLC Claimants”). 
 
2. Purpose of BCP Liquidating LLC 
 
BCP Liquidating LLC shall be established for the sole purpose
of liquidating its Assets in furtherance of the Plan for the sole benefit of the BCP Liquidating LLC Claimants, with no objective to continue or engage in the conduct of trade or business. BCP Liquidating LLC shall be deemed not to be the same legal
entity as any of the Debtors, but only an assignee of the Assets of BCP/BCP Finance that are transferred to BCP Liquidating LLC and representatives of its Estate within the meaning of section 1123(b)(3) of the Bankruptcy Code. 
 
3. BCP LLC Agent 
 
No later than fourteen (14) days prior to Confirmation,
BCP/BCP Finance and the BCP Creditors’ Committee shall designate and disclose the identity of the BCP LLC Agent in a writing filed with the Bankruptcy Court and served on those parties requesting notice in the chapter II Cases. The BCP LLC
Agent shall be named in the Confirmation Order and in the BCP LLC Agreement. The BCP LLC Agent, in consultation with the other BCP LLC Managers, shall implement the BCP LLC Agreement and administer BCP Liquidating LLC. The BCP LLC Agent shall be
entitled to reasonable 
 
 

24 








 
compensation. The duties and
powers of the BCP LLC Agent shall include all powers necessary to implement the Plan and the BCP LLC Agreement and administer BCP Liquidating LLC, including, without limitation, the power to (i) prosecute for the benefit of BCP Liquidating LLC,
Causes of Action of the Estate against third parties; (ii) liquidate the Assets of BCP Liquidating LLC; (iii) object to or prosecute an objection to, compromise and settle, abandon or dismiss any or all disputed claims relating to BCP Liquidating
LLC; (iv) seek to subordinate claims against BCP/BCP Finance corresponding to BCP Liquidating LLC; (v) serve as one of the BCP LLC Managers and the sole member of BCP Liquidating LLC; and (vi) otherwise perform the functions and take actions
provided for or permitted in the Plan or in any other agreement executed pursuant to the Plan. 
 
On or before the Confirmation Date, BCP shall designate the BCP LLC Agent who will have the powers of administration regarding all of BCP’s tax matters, including the filing of returns. The BCP
LLC Agent shall have responsibility for managing or winding up the affairs of BCP and BCP Finance, including but not limited to filing of tax returns, payment of claims (to the extent not paid on the Effective Date), and retaining its books and
records. The BCP LLC Agent shall: (i) complete and file within ninety (90) days after the Effective Date (or such longer period as authorized by the Bankruptcy Court for cause) the final federal, state and local tax returns of BCP and BCP Finance;
(ii) request an expedited determination of any unpaid tax liability of such Debtor or its Estate under section 505(b) of the Bankruptcy Code for all taxable periods of such Debtor ending after the Petition Date through the liquidation of such
Debtor, as determined under applicable tax laws; and (iii) complete and timely file any federal, state and local tax returns of BCP Liquidating LLC. The BCP LLC Agent shall represent the interest and account of BCP, BCP Finance, their Estate and BCP
Liquidating LLC before any taxing authority in all matters including, without limitation, any action, suit proceeding or audit. 
 
In the event the BCP LLC Agent is terminated or resigns for any reason, a successor shall be designated pursuant to the BCP LLC Agreement.
Upon the designation of the BCP LLC Agent or its successor, their identities and connections, if any, with BCP/BCP Finance or their creditors, any parties in interest or the U.S. Trustee shall be disclosed in a writing filed with the Bankruptcy
Court. 
 
4. Managers of BCP Liquidating LLC.

 
No later than fourteen (14) days prior to
Confirmation, BCP/BCP Finance and the BCP Creditors’ Committee shall designate and disclose the identity of two persons to serve, in addition to the BCP LLC Agent, as the BCP LLC Managers for BCP Liquidating LLC in a writing filed with the
Bankruptcy Court and served on those parties requesting notices in the Chapter II Cases. The BCP LLC Managers shall manage BCP Liquidating LLC on behalf of the BCP Liquidating LLC Claimants. In addition to those decisions described in the Plan as
requiring consent of the BCP LLC Managers, the BCP LLC Agreement shall set forth those decisions requiring their consent. In the event a BCP LLC Manager is removed or resigns for any reason, a successor shall be designated pursuant to the BCP LLC
Agreement. Upon the designation of the BCP LLC Managers or their successors, their identities and connections, if any, with any of BCP/BCP Finance or their creditors, any parties in interest or the Office of the U.S. Trustee shall be disclosed in a
writing filed with the Bankruptcy Court. 
 
5.
Transfer of Assets 
 
Upon the Effective Date,
and in accordance with the Restructuring Transactions, BCP shall assign and transfer to BCP Liquidating LLC all of its right, title and interest in and to all of its Assets other than (i) any Cash and other Assets to be distributed on the Effective
Date to holders of Claims in respect of BCP and (ii) any Assets that have been sold or otherwise disposed of pursuant to court order (or are to be sold or otherwise disposed of pursuant to court order predating the Effective Date); provided,
however, that any Assets that are the subject of a motion, notice or executed agreement for sale or other disposition pending as of the Effective Date will remain subject to such motion, notice or 
 
 

25 








 
executed agreement and will be
treated in accordance with such motion, notice or executed agreement unless and until the Bankruptcy Court disapproves of such pending disposition, at which time such Assets will be transferred to BCP Liquidating LLC. Such transfers shall be free
and clear of any liens, claims or encumbrances with such liens, claims or encumbrances to attach to the Proceeds of the Assets upon disposition by BCP Liquidating, LLC, and no other entity, including BCP or BCP Finance shall otherwise have any
interest, legal, beneficial, or otherwise, in BCP Liquidating LLC or any Assets upon its assignment and transfer to BCP Liquidating LLC, provided, however, that all such Assets will be transferred to BCP Liquidating LLC, subject to the
following liabilities and obligations, and BCP Liquidating LLC shall be responsible for satisfying all such liabilities and fulfilling all such obligations: (1) APSC Claims that have not been paid or Allowed as of the Effective Date (but which are
subsequently Allowed); (2) any post-Effective Date expenses necessary or appropriate in respect of consummation of the Plan and winding up of BCP’s and/or BCP Finance’s Estates, and (3) any other post-Effective Date obligations of BCP or
BCP Finance. 
 
Without limiting the foregoing,
from and after the Effective Date, the BCP LLC Agent may dispose of the Assets of BCP Liquidating LLC in accordance with the provisions of the Plan. 
 
6. Funding Expenses of BCP Liquidating LLC 
 
The Plan and the expenses of BCP Liquidating LLC shall be funded by the Assets of BCP/BCP Finance and any
proceeds from the disposition thereof. 
 
7.
Privilege 
 
The transfers by BCP/BCP Finance
and/or their Estates described in Section V.B.5 and the transactions described in this Section V.B.7 shall be exclusive of BCP/BCP Finance’s and/or their Estates’ rights, title and interests in and to any and all attorney-client
privileges, work-product privileges or other privileges or immunities attaching to any and all documents or communications (whether written or oral). Such privileges or immunities shall remain in, and be exclusive to, BCP/BCP Finance. 
 
Notwithstanding the foregoing and upon request of the BCP LLC
Agent or the BCP LLC Managers, Jones, Day, Reavis & Pogue and Duane Morris LLP, each, in their capacity as prepetition and postpetition co-counsel to BCP/BCP Finance, shall reasonably cooperate with the BCP LLC Agent or the BCP LLC Managers with
respect to the administration of the Estates and the prosecution of any and all Causes of Action. Such cooperation, however, shall not include the turnover to the BCP LLC Agent and the BCP LLC Managers of any files of Jones, Day, Reavis & Pogue
and Duane Morris LLP as co-attorneys for BCP/BCP Finance that may be subject to the attorney-client privilege or the attorney work product privilege. 
 
8. Professionals 
 
On or before Confirmation, the BCP LLC Managers designated for BCP Liquidating LLC shall select counsel, financial advisors and other
professionals as they deem appropriate. Thereafter, such BCP LLC Managers may, from time to time, retain such counsel, financial advisors, or other professionals for BCP Liquidating LLC as may be appropriate under the circumstances. After the
Effective Date, the BCP LLC Agent shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay on behalf of BCP Liquidating LLC the reasonable and necessary fees and expenses of such counsel and
financial advisors and any other professionals subsequently retained by them. 
 
 

26 








 
9. LLC
Distributions; Claimants 
 
All Distributions
from BCP Liquidating LLC to BCP Liquidating LLC Claimants shall be made in accordance with such claimants’ Pro Rata share of the Assets held therein, at such times and in such amounts as shall be determined by the BCP LLC Agent. The BCP LLC
Agent shall cause BCP Liquidating LLC to retain sufficient funds as reasonably necessary for BCP Liquidating LLC to: (i) meet contingent liabilities and to maintain the value of its Assets during liquidation; (ii) to pay reasonable expenses of
administering BCP Liquidating LLC, which have been incurred (including, but not limited to, any taxes imposed on BCP Liquidating LLC or fees and expenses in connection with litigation); and (iii) satisfy other liabilities incurred by BCP Liquidating
LLC in accordance with the Plan. 
 
10.
Valuation of Assets 
 
As soon as possible
after the Effective Date, the BCP LLC Agent shall determine, in good faith, the value of BCP’s Assets (other than Cash) transferred to BCP Liquidating LLC under the Plan. The BCP LLC Agent shall then apprise, in writing, the BCP Liquidating LLC
Claimants of such valuation. 
 
11. Liquidation
of Assets 
 
The BCP LLC Agent shall, in an
expeditious but orderly manner, liquidate and convert to Cash the Assets of BCP Liquidating LLC, make timely Distributions, and not unduly prolong the existence of BCP Liquidating LLC. In so doing, the BCP LLC Agent shall exercise its reasonable
business judgment and, with the consent of the other two BCP LLC Managers, liquidate the Assets of BCP Liquidating LLC to maximize recoveries. Such liquidations may be accomplished either through the sale of the Assets (in whole or in combination,
and including the sale of any Claims, rights, or Causes of Action) or through the prosecution, compromise and settlement, abandonment or dismissal of any or all Claims, rights, or Causes of Action, or otherwise. The BCP LLC Agent, with the consent
of the other BCP LLC Managers, shall elect whether or not to pursue any Causes of Action as they may determine are in the best interests of the members of BCP Liquidating LLC, consistent with the purposes of BCP Liquidating LLC. Neither the BCP LLC
Agent nor the other two BCP LLC Managers shall have any liability to any Debtor, or its Estates or the members of BCP Liquidating LLC, the Creditors’ Committees or any other party for the outcome of their decisions in this regard. The BCP LLC
Agent may incur any reasonable and necessary expenses in connection with the liquidation and conversion of the Assets of BCP Liquidating LLC to Cash. 
 
12. Investment Powers 
 
The right and power of the BCP LLC Agent to invest (a) any Cash transferred to BCP Liquidating LLC or (b) the Cash proceeds from the
realization or disposition of any rights, Claims or Causes of Action of BCP Liquidating LLC; and any income earned by BCP Liquidating LLC, shall be limited to the right and power to invest such cash in a manner consistent with section 345 of the
Bankruptcy Code or applicable order of the Bankruptcy Court and may be further limited to avoid BCP Liquidating LLC from becoming subject to the Investment Company Act of 1940; provided, however, that the BCP LLC Agent may expend the
Cash of BCP Liquidating LLC: (i) as reasonably necessary to meet contingent liabilities and to maintain the value of the Assets of BCP Liquidating LLC, during its liquidation; (ii) to pay reasonable administrative expenses of BCP Liquidating LLC,
which have been incurred (including, but not limited to, any taxes imposed on BCP Liquidating LLC or fees and expenses in connection with litigation); and (iii) to satisfy other liabilities incurred or assumed by BCP Liquidating LLC (or to which the
Assets of BCP Liquidating LLC are otherwise subject) in accordance with the Plan or the BCP LLC Agreement). 
 
 

27 








 
13. LLC
Reporting Duties; Income Tax and Related Information 
 
a. Tax Status 
 
BCP
Liquidating LLC will be treated as a “disputed ownership fund” under Proposed Treasury Regulations section 1.468B-9 for income tax purposes. The BCP LLC Agent shall be responsible for filing all required income tax and information returns
and depositing all payments of tax on behalf of BCP Liquidating LLC. As a “disputed ownership fund”, BCP Liquidating LLC will be taxed as a C corporation, pursuant to Proposed Treasury Regulations section 1.468B-9(c), unless all of its
assets are passive investment assets (e.g., cash or cash equivalents, stock and debt obligations), in which case it will be taxed as a “qualified settlement fund” under Treasury Regulations section 1.468B-2. 
 
b. Statement of BCP 
 
BCP (or other person acting on behalf of BCP or any other
transferor), as transferor of the Assets to BCP Liquidating LLC, shall provide a statement to the BCP LLC Agent pursuant to Proposed Treasury Regulations section 1.468B-9(f)(3) setting forth the information described in subsection (ii) thereof by
February 15 of the year following each calendar year in which BCP (or other person acting on behalf of BCP or any other transferor) makes a transfer to BCP Liquidating LLC and shall attach a copy of such statement to (and as part of) its timely
filed income tax or information return (including extensions) for the taxable year of BCP in which the transfer is made. 
 
c. Other Filings 
 
The BCP LLC Agent shall file (or cause to be filed) any other statements, returns or disclosures relating to BCP Liquidating LLC that are
required by any governmental unit or applicable law. 
 
d. Right to Obtain Information from Members 
 
The BCP LLC Agent shall be authorized to collect such tax and fiscal information from BCP Liquidating LLC Claimants (including, without limitation, social security numbers, and/or other tax identification numbers) as it in
its sole discretion deems necessary to effectuate the Plan and the Confirmation Order shall expressly provide this authority. Failure by any such BCP Liquidating LLC Claimant to furnish such information in a timely fashion will cause a waiver of
some or all of such Claimant’s rights (if any) under the Plan and the Confirmation Order. 
 
14. Tax Cooperation and Information 
 
BCP/BCP Finance, BCP Liquidating LLC, and the BCP LLC Agent, and their respective representatives, managers and officers, to the extent possible, agree to provide, at their own expense, each other
party with such cooperation and information as such other party shall request in connection with the preparation or filing of any tax returns or claims for tax refunds (if any), the determination and payment of any estimated taxes, or the conduct of
any audit or other proceeding with a taxing authority. Such cooperation and information shall include, without limitation, upon reasonable notice: (i) promptly forwarding copies of appropriate notices and forms or other communications received from
or sent to any taxing authority or any other administrative, judicial or governmental authority; (ii) providing copies of all relevant tax returns, together with accompanying schedules and related work papers, and such other relevant information
which such party may possess; (iii) executing any document that may be necessary or helpful in connection with the filing of a tax return, a claim for a tax refund, or in connection with any audit or similar proceeding; and (iv) using the
parties’ efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with 
 
 

28 








 
any of the foregoing. Upon
reasonable notice, the parties hereto shall make their employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. 
 
15. Termination 
 
BCP Liquidating LLC will terminate its existence after the
liquidation, administration and distribution of its Assets in accordance with the Plan and its full performance of all other duties and functions set forth herein and, as set forth in the BCP LLC Agreement. 
 
16. Net BCP Liquidating LLC Recoveries; Affirmative
Obligations 
 
Notwithstanding anything
contained herein to the contrary, in the event that a defendant in an action brought by the BCP LLC Agent for and on behalf of BCP Liquidating LLC (i) is required by a Final Order to make payment to BCP Liquidating LLC (the “Judgment
Amount”), and (ii) has a right of setoff under section 553 of the Bankruptcy Code or under applicable non-bankruptcy law, has a claim for contribution or reimbursement, or has incurred costs and expenses which would give rise to an enforceable
claim against BCP/BCP Finance corresponding to BCP Liquidating LLC (the aggregate amount of all such rights, claims, costs and expenses being referred to herein as the “Indemnification/Contribution Amount”), then (x) such defendant shall
be obligated to pay only the excess, if any, of the amount of the Judgment Amount over the Indemnification/Contribution Amount, (y) neither BCP Liquidating LLC nor the BCP Liquidating LLC Claimants shall be entitled to assert a Claim against BCP/BCP
Finance corresponding to BCP Liquidating LLC with respect to the Indemnification/Contribution Amount, and (z) BCP/BCP Finance shall have no liability with respect to such Indemnification/Contribution Amount. 
 
Notwithstanding anything contained in the Plan to the
contrary, in the event that a defendant in an action brought by the BCP LLC Agent for and on behalf of BCP Liquidating LLC (i) has an Indemnification/Contribution Amount and (ii) the Indemnification/Contribution Amount is in excess of the Judgment
Amount, if any, then (x) the Judgment Amount shall be offset against the Indemnification/Contribution Amount and shall not be paid to BCP Liquidating LLC by such defendant, (y) neither BCP Liquidating LLC nor the BCP Liquidating LLC Claimants shall
be entitled to assert a Claim against BCP/BCP Finance corresponding to BCP Liquidating LLC with respect to the Indemnification/Contribution Amount, and (z) BCP/BCP Finance shall have no liability with respect to such Indemnification/Contribution
Amount. 
 
C. BCPM Liquidating LLC 
 
1. Establishment of BCPM Liquidating LLC 
 
As of the Effective Date, BCPM shall execute the BCPM LLC
Agreement, which shall designate the BCPM LLC Agent as such and as one of the managers and the sole member of BCPM Liquidating LLC. The BCPM LLC Agreement shall be included in the Plan Supplement. The BCPM LLC Agreement shall contain provisions
customary for agreements of Delaware limited liability companies utilized in comparable circumstances, including, but not limited to, any and all provisions necessary to ensure the continued treatment of BCPM Liquidating LLC as a “disputed
ownership fund” under Proposed Treasury Regulations section 1 .468B-9 for income tax purposes. The BCPM LLC Agent shall be authorized to take all other steps necessary to complete the formation of BCPM Liquidating LLC. The BCPM LLC Agent shall
have all duties, powers, standing and authority of a debtor in possession pursuant to sections 1106 and 1107 of the Bankruptcy Code, including, without limitation, all duties, powers, standing and authority necessary to implement the Plan and to
administer and liquidate the Assets 
 
 

29 








 
of BCPM Liquidating LLC for
the benefit of the BCPM Liquidating LLC Claimants (as such term is defined below). 
 
On the Effective Date, each holder of an Allowed or Disputed General Unsecured Claim against BCPM shall become a “claimant” (within the meaning of Proposed Treasury Regulations section
1.468B-9(b)) of BCPM Liquidating LLC (collectively, the “BCPM Liquidating LLC Claimants”). 
 
2. Purpose of BCPM Liquidating LLC 
 
BCPM Liquidating LLC shall be established for the sole purpose of liquidating its Assets in furtherance of the Plan for the sole benefit
of the BCPM Liquidating LLC Claimants, with no objective to continue or engage in the conduct of trade or business. BCPM Liquidating LLC shall be deemed not to be the same legal entity as any BCPM, but only an assignee of the Assets of BCPM that are
transferred to BCPM Liquidating LLC and representatives of its Estate within the meaning of section 1123(b)(3) of the Bankruptcy Code. 
 
3. BCPM LLC Agent 
 
No later than fourteen (14) days prior to Confirmation, BCPM and the BCPM Creditors’ Committee shall designate and disclose the
identity of the BCPM LLC Agent in a writing filed with the Bankruptcy Court and served on those parties requesting notice in the Chapter 11 Cases. The BCPM LLC Agent shall be named in the Confirmation Order and in the BCPM LLC Agreement. The BCPM
Agent, in consultation with the other BCPM LLC Managers, shall implement the BCPM LLC Agreement and administer BCPM Liquidating LLC. The BCPM LLC Agent shall be entitled to reasonable compensation. The duties and powers of the BCPM LLC Agent shall
include all powers necessary to implement the Plan and the BCPM LLC Agreement and administer BCPM Liquidating LLC, including, without limitation, to (i) prosecute for the benefit of BCPM Liquidating LLC, Causes of Action of the Estate against third
parties; (ii) liquidate the Assets of BCPM Liquidating LLC; (iii) object to or prosecute an objection to, compromise and settle, abandon or dismiss any or all Disputed Claims relating to BCPM Liquidating LLC; (iv) seek to subordinate claims against
BCPM corresponding to BCPM Liquidating LLC; (v) serve as one of the BCPM LLC Managers and the sole member of BCPM Liquidating LLC; and (vi) otherwise perform the functions and take actions provided for or permitted in the Plan or in any other
agreement executed pursuant to the Plan. 
 
On or
before the Confirmation Date, BCPM and the BCPM Creditors’ Committee shall designate the BCPM LLC Agent who will have the powers of administration regarding all of BCPM’s tax matters, including the filing of returns. The BCPM LLC Agent
shall have responsibility for managing or winding up the affairs of BCPM, including but not limited to filing of tax returns, payment of Claims (to the extent not paid on the Effective Date), and retaining its books and records. The BCPM LLC Agent
shall: (i) complete and file within ninety (90) days after the Effective Date (or such longer period as authorized by the Bankruptcy Court for cause) the final federal, state and local tax returns of BCPM; (ii) request an expedited determination of
any unpaid tax liability of BCPM or its Estate under section 505(b) of the Bankruptcy Code for all taxable periods of such Debtor ending after the Petition Date through the liquidation of BCPM, as determined under applicable tax laws; and (iii)
complete and timely file any federal, state and local tax returns of BCPM Liquidating LLC. The BCPM LLC Agent shall represent the interest and account of BCPM, its Estate and BCPM Liquidating LLC before any taxing authority in all matters including,
without limitation, any action, suit, proceeding or audit. 
 
In the event the BCPM LLC Agent is terminated or resigns for any reason, a successor shall be designated pursuant to the BCPM LLC Agreement. Upon the designation of the BCPM LLC Agent or its successor, their identities and
connections, if any, with BCPM or it’s creditors, any parties in interest or the U.S. Trustee shall be disclosed in a writing filed with the Bankruptcy Court. 
 
 

30 








 
4. Managers
of BCPM Liquidating LLC. 
 
No later than
fourteen (14) days prior to Confirmation, BCPM and the BCPM Creditors’ Committee shall designate and disclose the identity of two persons to serve, in addition to the BCPM LLC Agent, as the BCPM LLC Managers for BCPM Liquidating LLC in a
writing filed with the Bankruptcy Court and served on those parties requesting notices in the Chapter 11 Cases. The BCPM LLC Managers shall manage BCPM Liquidating LLC on behalf of the BCPM Liquidating LLC Claimants. In addition to those decisions
described in the Plan as requiring consent of the BCPM LLC Managers, the BCPM LLC Agreement shall set forth those decisions requiring their consent. In the event a BCPM LLC Manager is removed or resigns for any reason, a successor shall be
designated pursuant to the BCPM LLC Agreement. Upon the designation of the BCPM LLC Managers or their successors, their identities and connections, if any, with any of BCPM or it’s creditors, any parties in interest or the Office of the U.S.
Trustee shall be disclosed in a writing filed with the Bankruptcy Court. 
 
5. Transfer of Assets 
 
Upon the Effective Date, and in accordance with the Restructuring Transactions, BCPM shall assign and transfer to BCPM Liquidating LLC all of its right, title and interest in and to all of its Assets other than (i) any Cash and other
Assets to be distributed on the Effective Date to holders of Claims in respect of BCPM and (ii) any Assets that have been sold or otherwise disposed of pursuant to court order (or are to be sold or otherwise disposed of pursuant to court order
predating the Effective Date); provided, however, that any Assets that are the subject of a motion, notice or executed agreement for sale or other disposition pending as of the Effective Date will remain subject to such motion, notice or executed
agreement and will be treated in accordance with such motion, notice or executed agreement unless and until the Bankruptcy Court disapproves of such pending disposition, at which time such Assets will be transferred to BCPM Liquidating LLC. Such
transfers shall be free and clear of any liens, claims or encumbrances with such liens, claims or encumbrances to attach to the Proceeds of the Assets upon disposition by BCPM Liquidating, LLC, and no other entity, including BCPM shall otherwise
have any interest, legal, beneficial, or otherwise, in BCPM Liquidating LLC or its respective Assets upon its assignment and transfer to BCPM Liquidating LLC, provided, however, that all such Assets will be transferred to BCPM Liquidating LLC,
subject to the following liabilities and obligations, and BCPM Liquidating LLC shall be responsible for satisfying all such liabilities and fulfilling all such obligations: (1) APSC Claims that have not been paid or Allowed as of the Effective Date
(but which are subsequently Allowed); (2) any post-Effective Date expenses necessary or appropriate in respect of consummation of the Plan and winding up of BCPM’s Estate, and (3) any other post-Effective Date obligations of BCPM. 
 
Without limiting the foregoing, from and after the Effective
Date, the BCPM LLC Agent may dispose of the Assets of BCPM Liquidating LLC in accordance with the provisions of the Plan. 
 
6. Funding Expenses of BCPM Liquidating LLC 
 
The Plan and the expenses of BCPM Liquidating LLC shall be funded by the Assets of BCPM and any proceeds
therefrom. 
 
7. Privilege 
 
The transfers by BCPM and/or its Estate described in Section
V.C.5 and the transactions described in this Section V.C.7 shall be exclusive of BCPM’s and/or its Estate’s rights, title and interests in and to any and all attorney-client privileges, work-product privileges or other privileges or
immunities attaching to any and all documents or communications (whether written or oral). Such privileges or immunities shall remain in, and be exclusive to, BCPM. 
 
 

31 








 
Notwithstanding the foregoing and upon request of the BCPM LLC Agent or the BCPM LLC Managers, Vorys, Sater, Seymour and Pease LLP and Blank Rome Comisky & McCauley LLP, each, in their capacity as prepetition and postpetition
co-counsel to BCPM, shall reasonably cooperate with the BCPM LLC Agent or the BCPM LLC Managers with respect to the administration of the Estate and the prosecution of any and all Causes of Action. Such cooperation, however, shall not include the
turnover to the BCPM LLC Agent and the BCPM LLC Managers of any files of Vorys, Sater, Seymour and Pease LLP and Blank Rome Comisky & McCauley LLP as co-attorneys for BCPM that may be subject to the attorney-client privilege or the attorney
work-product privilege. 
 
8. Professionals

 
On or before Confirmation, the BCPM LLC
Managers designated for BCPM Liquidating LLC shall select counsel, financial advisors and other professionals as they deem appropriate. Thereafter, such BCPM LLC Managers may, from time to time, retain such counsel, financial advisors, or other
professionals for BCPM Liquidating LLC as may be appropriate under the circumstances. After the Effective Date, the BCPM LLC Agent shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay on
behalf of BCPM Liquidating LLC the reasonable and necessary fees and expenses of such counsel and financial advisors and any other professionals subsequently retained by them. 
 
9. LLC Distributions; Claimants 
 
All Distributions from BCPM Liquidating LLC to BCPM Liquidating LLC Claimants shall be made in accordance
with such claimants’ Pro Rata share of the assets held therein, at such times and in such amounts as shall be determined by the BCPM LLC Agent. The BCPM LLC Agent shall cause BCPM Liquidating LLC to retain sufficient funds as reasonably
necessary for BCPM Liquidating LLC to: (i) meet contingent liabilities and to maintain the value of its Assets during liquidation; (ii) to pay reasonable expenses of administering BCPM Liquidating LLC, which have been incurred (including, but not
limited to, any taxes imposed on BCPM Liquidating LLC or fees and expenses in connection with litigation); and (iii) satisfy other liabilities incurred by BCPM Liquidating LLC in accordance with the Plan. 
 
10. Valuation of Assets 
 
As soon as possible after the Effective Date, the BCPM LLC
Agent shall determine, in good faith, the value of BCPM’s Assets (other than Cash) transferred to BCPM Liquidating LLC under the Plan. The BCPM LLC Agent shall then apprise, in writing, the BCPM Liquidating LLC Claimants of such valuation.

 
11. Liquidation of Assets 
 
The BCPM LLC Agent shall, in an expeditious but orderly
manner, liquidate and convert to Cash the Assets of BCPM Liquidating LLC, make timely Distributions, and not unduly prolong the existence of BCPM Liquidating LLC. In so doing, the BCPM LLC Agent shall exercise its reasonable business judgment and,
with the consent of the other two BCPM LLC Managers, liquidate the Assets of BCPM Liquidating LLC to maximize recoveries. Such liquidations may be accomplished either through the sale of the Assets (in whole or in combination, and including the sale
of any Claims, rights, or Causes of Action) or through the prosecution, compromise and settlement, abandonment or dismissal of any or all Claims, rights, or Causes of Action, or otherwise. The BCPM LLC Agent, with the consent of the other BCPM LLC
Managers, shall elect whether or not to pursue any Causes of Action as they may determine are in the best interests of the members of BCPM Liquidating LLC, consistent with the purposes of BCPM Liquidating LLC. Neither the BCPM LLC Agent nor the
other two BCPM LLC Managers shall 
 
 

32 








 
have any liability to BCPM or
its Estate or the members of BCPM Liquidating LLC, the Creditors’ Committees or any other party for the outcome of their decisions in this regard. The BCPM LLC Agent may incur any reasonable and necessary expenses in connection with the
liquidation and conversion of the Assets of BCPM Liquidating LLC to Cash. 
 
12. Investment Powers 
 
The right and power of the BCPM LLC Agent to invest (a) any Cash transferred to BCPM Liquidating LLC or (b) the Cash proceeds from the realization or disposition of any rights, Claims or Causes of Action of BCPM Liquidating LLC; and
any income earned by BCPM Liquidating LLC, shall be limited to the right and power to invest such cash in a manner consistent with section 345 of the Bankruptcy Code or applicable order of the Bankruptcy Court and may be further limited to avoid
BCPM Liquidating LLC from becoming subject to the Investment Company Act of 1940; provided, however, that the BCPM LLC Agent may expend the Cash of BCPM Liquidating LLC: (a) as reasonably necessary to meet contingent liabilities and to maintain the
value of the Assets of BCPM Liquidating LLC, during its liquidation; (b) to pay reasonable administrative expenses of BCPM Liquidating LLC, which have been incurred (including, but not limited to, any taxes imposed on BCPM Liquidating LLC or fees
and expenses in connection with litigation); and (c) to satisfy other liabilities incurred or assumed by BCPM Liquidating LLC (or to which the Assets of BCPM Liquidating LLC are otherwise subject) in accordance with the Plan or the BCPM LLC
Agreement). 
 
13. LLC Reporting Duties; Income
Tax and Related Information 
 
a. Tax Status

 
BCPM Liquidating LLC will be treated as a
“disputed ownership fund” under the Proposed Treasury Regulations section 1.468B-9 for income tax purposes. The BCPM LLC Agent shall be responsible for filing all required income tax and information returns and depositing all payments of
tax on behalf of BCPM Liquidating LLC. As a “disputed ownership fund,” BCPM Liquidating LLC will be taxed as a C corporation, pursuant to Proposed Treasury Regulations section 1.468B-9(c), unless all of its assets are passive investment
assets (e.g., cash or cash equivalents, stock and debt obligations), in which case it will be taxed as a “qualified settlement fund” under Treasury Regulations section 1.468B-2. 
 
b. Statement of BCPM 
 
BCPM (or other person acting on behalf of BCPM or any other transferor), as transferor of the Assets to BCPM
Liquidating LLC, shall provide a statement to the BCPM LLC Agent pursuant to Proposed Treasury Regulations section 1.468B-9(f)(3) setting forth the information described in subsection (ii) thereof by February 15 of the year following each calendar
year in which BCPM (or other person acting on behalf of BCPM or any other transferor) makes a transfer to BCPM Liquidating LLC and shall attach a copy of such statement to (and as part of) its timely filed income tax or information return (including
extensions) for the taxable year of BCPM in which the transfer is made. 
 
c. Other Filings 
 
The BCPM LLC Agent shall file (or cause to be filed) any other statements, returns or disclosures relating to BCPM Liquidating LLC that are required by any governmental unit or applicable law. 
 
 

33 








 
d. Right to
Obtain Information from Members 
 
The BCPM LLC
Agent shall be authorized to collect such tax and fiscal information from BCPM Liquidating LLC Claimants (including, without limitation, social security numbers, and/or other tax identification numbers) as it in its sole discretion deems necessary
to effectuate the Plan and the Confirmation Order shall expressly provide this authority. Failure by any such BCPM Liquidating LLC Claimant to furnish such information in a timely fashion will cause a waiver of some or all of such Claimant’s
rights (if any) under the Plan and the Confirmation Order. 
 
14. Tax Cooperation and Information 
 
BCPM, BCPM Liquidating LLC, and the BCPM LLC Agent, and their respective representatives, managers and officers, to the extent possible, agree to provide, at their own expense, each other party with such cooperation and information
as such other party shall request in connection with the preparation or filing of any tax returns or claims for tax refunds (if any), the determination and payment of any estimated taxes, or the conduct of any audit or other proceeding with a taxing
authority. Such cooperation and information shall include, without limitation, upon reasonable notice: (i) promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any taxing authority or any other
administrative, judicial or governmental authority; (ii) providing copies of all relevant tax returns, together with accompanying schedules and related work papers, and such other relevant information which such party may possess; (iii) executing
any document that may be necessary or helpful in connection with the filing of a tax return, a claim for a tax refund, or in connection with any audit or similar proceeding; and (iv) using the parties’ efforts to obtain any documentation from a
governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. Upon reasonable notice, the parties hereto shall make their employees and facilities available on a mutually convenient
basis to provide explanation of any documents or information provided hereunder. 
 
15. Termination 
 
BCPM Liquidating LLC will terminate its existence after the liquidation, administration and distribution of its Assets in accordance with the Plan and its full performance of all other duties and functions set forth herein
and, as set forth in the BCPM LLC Agreement. 
 
16. Net BCPM Liquidating LLC Recoveries; Affirmative Obligations 
 
Notwithstanding anything contained herein to the contrary, in the event that a defendant in an action brought by the BCPM LLC Agent for and on behalf of BCPM Liquidating LLC (i) is required by a Final
Order to make payment to BCPM Liquidating LLC (the “Judgment Amount”), and (ii) has a right of setoff under section 553 of the Bankruptcy Code or under applicable non-bankruptcy law, has a claim for contribution or reimbursement, or has
incurred costs and expenses which would give rise to an enforceable claim against BCPM corresponding to BCPM Liquidating LLC (the aggregate amount of all such rights, claims, costs and expenses being referred to herein as the
“Indemnification/Contribution Amount”), then (i) such defendant shall be obligated to pay only the excess, if any, of the amount of the Judgment Amount over the Indemnification/Contribution Amount, (ii) neither BCPM Liquidating LLC nor the
BCPM Liquidating LLC Claimants shall be entitled to assert a Claim against BCPM corresponding to BCPM Liquidating LLC with respect to the Indemnification/ Contribution Amount, and (iii) BCPM shall have no liability with respect to such
Indemnification/Contribution Amount. 
 
Notwithstanding anything contained in the Plan to the contrary, in the event that a defendant in an action brought by the BCPM LLC Agent for and on behalf of BCPM Liquidating LLC (i) has an Indemnification/Contribution Amount and
(ii) the Indemnification/Contribution Amount is in 
 
 

34 








 
excess of the Judgment Amount,
if any, then (iii) the Judgment Amount shall be offset against the Indemnification/Contribution Amount and shall not be paid to BCPM Liquidating LLC by such defendant, (iv) neither BCPM Liquidating LLC nor the BCPM Liquidating LLC Claimants shall be
entitled to assert a Claim against the BCPM corresponding to BCPM Liquidating LLC with respect to the Indemnification/Contribution Amount, and (v) BCPM shall have no liability with respect to such Indemnification/Contribution Amount. 
 
D. Preservation of Causes of Action; Settlement of Claims and Releases

 
1. Preservation of Causes of Action

 
Except as provided in, and unless expressly
waived, relinquished, exculpated, released, compromised or settled in, the Plan, Confirmation Order, any Final Order or any contract, instrument, document, release or other agreement entered into or delivered in connection with the Plan, BCP
Liquidating LLC and BCPM Liquidating LLC, respectively, will exclusively retain and may enforce, and the Debtors expressly reserve and preserve for these purposes, in accordance with sections 1123(a)(5)(B) and 1123(b)(3) of the Bankruptcy Code, any
Claims, demands, rights and Causes of Action that the Debtors or their respective Estate may hold against any Person or entity, including without limitation the Causes of Action set forth in Exhibit V.E entitled “Preserved Causes of
Action,” and therefore no preclusion doctrine, including without limitation the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches shall apply to them by
virtue of or in connection with confirmation, consummation or effectiveness of the Plan. The BCP LLC Agent, BCPM LLC Agent, or their respective successors exclusively may pursue such retained Claims, demands, rights or Causes of Action, including
without limitation the Causes of Action set forth in Exhibit V.E entitled “Preserved Causes of Action,” as appropriate, in accordance with the best interests the Debtors or their respective successors. 
 
2. Comprehensive Settlement of Claims and Controversies

 
Pursuant to Bankruptcy Rule 9019 and in
consideration for the Distributions and other benefits provided under the Plan, the provisions of the Plan, including the releases set forth in Section V.D.3, will constitute a good faith compromise and settlement of all claims or controversies
relating to the rights that a holder of a Claim or Interest may have with respect to any Allowed Claim Allowed Interest or any Distribution to be made pursuant to the Plan on account of any Allowed Claim or Allowed Interest. The entry of the
Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such Claims or controversies and the Bankruptcy Court’s finding that such compromise or settlement is in
the best interests of the Debtors and their Estates and Claim and Interest holders and is fair, equitable and reasonable. 
 
3. Releases 
 
a. General Releases by Holders of Claims or Interests 
 
As of the Effective Date, in consideration for, among other things, the obligations of the under the Plan and
other contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan: (i) each holder of a Claim or Interest that votes in favor of the Plan, and (ii) to the fullest extent permissible under
applicable law, as such law may be extended or interpreted subsequent to the Effective Date, each entity that has held, holds or may hold a Claim or Interest or at any time was a creditor, stockholder, or Claim or Interest holder of any of the
Debtors and that does not vote on the Plan or votes against the Plan, in each instance will be deemed to forever release, waive and discharge all claims (including Derivative Claims), obligations, suits, judgments, damages, demands, debts, rights,
causes of action and liabilities (other than the right to enforce the Debtors’ 
 
 

35 








 
obligations under the Plan and
the contracts, instruments, releases, agreements and documents delivered thereunder), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising in
law, equity or otherwise, that are based in whole or in part on any act, omission, transaction other occurrence taking place on or prior to the Effective Date in any way relating to a Debtor, the Chapter 11 Cases or the Plan that such entity has had
or may have against any Debtor, either of the Creditors’ Committees and their respective present members (and former members while in such capacity ), all Professionals, the Indenture Trustee, and each of their respective present and former
directors, officers, employees, predecessors, successors, members, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, representatives and agents, acting in such capacity (which release will be in addition to
the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code); provided, however, that a Claim for a deficiency held by Class C-4 claimants in the BCP/BCP Finance Chapter 11
Cases may be asserted in the BCPM Chapter 11 Case as provided in Article III.B.2. of this Plan. Provided further, however, that the foregoing release will not include claims and causes of action by the Pension Benefit Guaranty Corporation under
ERISA or any other applicable law that relates to fiduciary obligations to, or administration of, a pension plan. 
 
b. Injunction Related to Releases 
 
As further provided in Section XI.B, the Confirmation Order will permanently enjoin the commencement or prosecution by any entity, whether
directly, derivatively or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released pursuant to the Plan. 
 
E. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims 
 
Distributions under the Plan to each holder of an Allowed
Insured Claim will be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but only to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the
holder thereof under any pertinent insurance policies and applicable law. Nothing in this Section V.E will constitute a waiver of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that any
entity may hold against any other entity, including the Debtors’ insurance carriers. 
 
F. Cancellation and Surrender of Instruments, Securities and Other Documentation 
 
Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with the Plan, on
the Effective Date and concurrently with the applicable Distributions made pursuant to Article III, all promissory notes, share certificates, instruments, indentures, or agreements evidencing, giving rise to, or governing any Claim or Interest,
including, without limitation, the Prepetition Credit Facility, the Prepetition Indenture, the Senior Notes (other than as set forth in Section VII.D.1.b.ii), the Limited Partnership Interests of BCP, the General Partnership Interests of BCP, the
Common Shares of BCP Finance and the Common Shares of BCPM shall be deemed canceled and annulled and of no further force and effect on the Effective Date, without any further action on the part of any Debtor. The holders of or parties to such
canceled instruments, securities and other documentation will have no rights arising from or relating to such instruments, securities and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan; provided,
however, that no Distribution under the Plan will be made to or on behalf of any holder of an Allowed Claim evidenced by such canceled instruments or securities unless and until such instruments or securities are received by the Disbursing Agent
to the extent required in Section VII.H. 
 
 

36 








 
G. Release of Liens

 
Except as otherwise provided in the Plan or
in any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date and concurrently with the applicable Distributions made pursuant to Article III, all mortgages, deeds of
trust, liens or other security interests against the property of any Estate will be fully released and discharged, and all of the right, title and interest of any holder of such mortgages, deeds of trust, liens or other security interests, including
any rights to any collateral thereunder, will be transferred to BCP Liquidating LLC, or BCPM Liquidating LLC, respectively. 
 
H. Exemption from Certain Transfer Taxes 
 
Pursuant to section 1146(c) of the Bankruptcy Code, the following will not be subject to any stamp tax, real estate transfer tax, sales
and use tax or similar tax: (1) the creation of any mortgage, deed of trust, lien or other security interest; (2) the making or assignment of any lease or sublease; (3) any Restructuring Transaction; or (4) the making or delivery of any deed or
other instrument of transfer under, in furtherance of or in connection with the Plan, including any merger agreements; agreements of consolidation, restructuring, disposition, liquidation or dissolution; deeds; bills of sale; or assignments executed
in connection with any Restructuring Transaction pursuant to the Plan. 
 
I. Closing of the Chapter 11 Cases 
 
At such time as the BCP LLC Agent or BCPM LLC Agent deems appropriate, after all Disputed Claims filed against a particular Debtor have become Allowed Claims or have been disallowed by Final Order, all remaining Assets have been
liquidated and converted into Cash (other than those Assets abandoned by the Debtors or the applicable LLC Agent), and such Cash has been distributed in accordance with the Plan, the BCP LLC Agent or BCPM LLC Agent shall seek authority from the
Bankruptcy Court to close the corresponding Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. 
 
ARTICLE VI 
TREATMENT OF EXECUTORY CONTRACTS 
AND UNEXPIRED LEASES 
 
A. Executory Contracts and Unexpired Leases to Be Assumed or Assumed and
Assigned 
 
1. Assumption and Assignment
Generally 
 
Except as otherwise provided in
the Plan or in any contract, instrument, release or other agreement or document entered into in connection with the Plan, on the Effective Date, pursuant to section 365 of the Bankruptcy Code, the applicable Debtor or Debtors will assume or assume
and assign, as indicated, each of the other Executory Contracts and Unexpired Leases listed on an Exhibit to be included in the Plan Supplement; provided, however, that the Debtors reserve the right, at any time prior to the Effective Date,
to amend that Exhibit: (a) delete any Executory Contract or Unexpired Lease listed therein, thus providing for its rejection pursuant to Section VI.C, or (b) add any Executory Contract or Unexpired Lease thereto, thus providing for its assumption or
assumption and assignment pursuant to this Section VI.A.1. The Debtors will provide notice of any such amendments to the parties to the Executory Contracts or Unexpired Leases affected thereby and to the parties on the then-applicable service list
in the Chapter 11 Cases (including counsel to each of the Creditors’ Committees). Each contract and lease listed on that Exhibit will be assumed only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired
Lease. Listing a contract or lease on Exhibit VI.A.1 will not constitute an admission by a Debtor that such contract or lease (including any related agreements as described in 
 
 

37 








 
Section I.A.99 or VI.A.2 of
the Plan) is an Executory Contract or Unexpired Lease or that a Debtor has any liability thereunder. 
 
2. Assumptions and Assignments of Real Property Executory Contracts or Unexpired Leases 
 
Each Real Property Executory Contract or Unexpired Lease
listed on Exhibit VI.A.1 will include any modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such contract or lease,
irrespective of whether such agreement, instrument or other document is listed on Exhibit VI.A.1, unless any such modification, amendment, supplement, restatement or other agreement is rejected pursuant to Section VI.C and is listed on Exhibit VI.C.

 
3. Assignments Related to the Restructuring
Transactions 
 
Upon the consummation of an
applicable Restructuring Transaction, any Executory Contract or Unexpired Lease (including any related agreements as described in Sections I.A.99 and VI.A.2) to be held by any Debtor or another surviving, resulting or acquiring corporation in an
applicable Restructuring Transaction, will be deemed assigned to the applicable entity, pursuant to section 365 of the Bankruptcy Code. 
 
4. Approval of Assumptions and Assignments 
 
The Confirmation Order will constitute an order of the Bankruptcy Court approving the assumptions and
assignments described in this Section VI.A and Section VI.E, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. An order of the Bankruptcy Court entered on or prior to the Confirmation Date will specify the procedures for
providing to each party whose Executory Contract or Unexpired Lease is being assumed or assumed and assigned pursuant to the Plan notice of: (a) the contract or lease being assumed or assumed and assigned; (b) the Cure Amount Claim, if any, that the
applicable Debtor believes it would be obligated to pay in connection with such assumption; and (c) the procedures for such party to object to the assumption or assumption and assignment of the applicable contract or lease or the amount of the
proposed Cure Amount Claim. 
 
B. Payments Related to the
Assumption of Executory Contracts or Unexpired Leases 
 
To the extent that such Claims constitute monetary defaults, the Cure Amount Claims associated with each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan will be satisfied, pursuant to section 365(b)(1) of the
Bankruptcy Code, at the option of the Debtor assuming such contract or lease or the assignee of such Debtor, if any: (1) by payment of the Cure Amount Claim in Cash on the Effective Date or (2) on such other terms as are agreed to by the parties to
such Executory Contract or Unexpired Lease. If there is a dispute regarding: (1) the amount of any Cure Amount Claim; (2) the ability of the applicable Debtor or any assignee to provide “adequate assurance of future performance” (within
the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed or assumed and assigned, as the context may require; or (3) any other matter pertaining to assumption or assumption and assignment of such contract or
lease, the payment of any Cure Amount Claim required by section 365(b)(1) of the Bankruptcy Code will be made following the entry of a Final Order resolving the dispute and approving the assumption. For assumptions of Executory Contracts or
Unexpired Leases between Debtors, the Debtor assuming such contract may cure any monetary default (1) by treating such amount as either a direct or indirect contribution to capital or distribution (as appropriate) or (2) through an intercompany
account balance in lieu of payment in Cash. 
 
 

38 








 
C. Executory Contracts and
Unexpired Leases to Be Rejected 
 
On the
Effective Date, except for an Executory Contract or Unexpired Lease that was previously assumed, assumed and assigned or rejected by an order of the Bankruptcy Court or that is assumed pursuant to Section VI.A (including any related agreements
assumed pursuant to Sections I.A.99 and VI.A.2), each Executory Contract or Unexpired Lease entered into by a Debtor prior to its Petition Date that has not previously expired or terminated pursuant to its own terms will be rejected pursuant to
section 365 or section 1113 of the Bankruptcy Code. The Executory Contracts or Unexpired Leases to be rejected will include the Executory Contracts or Unexpired Leases listed on Exhibit VI.C. Each contract and lease listed on Exhibit VI.C will be
rejected only to the extent that any such contract or lease constitutes an Executory Contract or Unexpired Lease. Listing a contract or lease on Exhibit VI.C. will not constitute an admission by the Debtor that such contract or lease (including
related agreements as described in Section I.A.99) is an Executory Contract or Unexpired Lease or that the Debtor has any liability thereunder. Any Executory Contract or Unexpired Lease not listed on Exhibit VI.A.1 and not previously assumed,
assumed and assigned or rejected by an order of the Bankruptcy Court will be deemed rejected irrespective of whether such contract is listed on Exhibit VI.C. The Confirmation Order will constitute an order of the Bankruptcy Court approving such
rejections, pursuant to section 365 or 1113 of the Bankruptcy Code, as of the Effective Date. BCP Liquidating LLC and BCPM Liquidating LLC reserve the right to withdraw any pending motion for the assumption of executory contracts or unexpired leases
after the Confirmation Date and simultaneously move to reject any such contracts or leases. 
 
D. Bar Date for Rejection Damages 
 
Notwithstanding anything in the Bar Date Order to the contrary, if the rejection of an Executory Contract or Unexpired Lease pursuant to Section VI.C. gives rise to a Claim by the other party or
parties to such contract or lease, such Claim will be forever barred and will not be enforceable against the Debtors, their respective successors or their respective properties unless a Proof of Claim is filed and served on the applicable Debtor,
BCP Liquidating LLC, or BCPM Liquidating LLC, pursuant to the procedures specified in the Confirmation Order and the notice of the entry of the Confirmation Order or other order of the Bankruptcy Court, no later than sixty (60) days after the
Effective Date. 
 
E. Contracts and Leases Entered Into After
the Petition Date 
 
Contracts and leases
entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the Debtor liable thereunder, in accordance with the terms and conditions of such contracts and
leases in the ordinary course of its business. Accordingly, such contracts and leases and other obligations (including any assumed Executory Contracts and Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.

 
ARTICLE VII 
PROVISIONS GOVERNING DISTRIBUTIONS 
 
A. Distributions for Claims Allowed as of the Effective Date 
 
Except as otherwise provided in this Article VII, Distributions to be made on the Effective Date to holders
of Claims that are allowed as of the Effective Date will be deemed made on the Effective Date if made on the Effective Date or as promptly thereafter as practicable, but in any event no later than: (a) sixty (60) days after the Effective Date or (b)
such later date when the applicable conditions of Section VI.B (regarding cure payments for Executory Contracts and Unexpired Leases 
 
 

39 








 
being assumed), Section
VII.D.2 (regarding undeliverable distributions) or Section VII.H (regarding surrender of canceled instruments and securities) are satisfied. 
 
B. Method of Distributions to Holders of Claims 
 
BCP Liquidating LLC and BCPM Liquidating LLC, or such Disbursing Agent as the BCP LLC Agent or BCPM LLC Agent may employ in their sole
discretion, will make all Distributions of Cash and other instruments or documents required under the Plan to all Classes of Claims. The Disbursing Agent will serve without bond and may employ or contract with other entities to assist in or make the
Distributions required by the Plan.3 
 
After the Effective Date, to the extent Cash is available from: (1) undeliverable, time-barred or unclaimed
Distributions to holders of Allowed Unsecured Claims; (2) any proceeds realized from the sale or other disposition of the Assets ; or (3) the proceeds of Causes of Action; the Disbursing Agent shall, at the direction of the respective LLC Agent, on
each subsequent Distribution date, allocate such Cash Pro Rata among the holders of Allowed Unsecured Claims that were Allowed on the Effective Date or subsequently have become Allowed on or before such Distribution; with the amount allocated to
Allowed General Unsecured Claims distributed to BCP Liquidating LLC Claimants (with respect to Claims against BCP), or BCPM Liquidating LLC Claimants (with respect to Claims against BCPM) to be administered in accordance with Article VIII.

 
Notwithstanding any time frames under the Plan
for making Distributions, in no event shall the Disbursing Agent be obligated to make a Distribution if, in the reasonable business judgment of the respective LLC Agent, the amount then on hand and the ultimate Distribution to be made would not be
justified, taking into account all of the attendant costs of such Distribution. In such instance, any undistributed amount may be held over to the next Distribution. 
 
C. Disbursing Agent; Compensation and Reimbursement for Services Related to Distributions 
 
No later than fourteen (14) days prior to the Confirmation
Date, the Debtors, BCP Creditors’ Committee and BCPM Creditors’ Committee shall designate and disclose the identity of the Disbursing Agent in a writing filed with the Bankruptcy Court and served on those parties requesting notices in
these Chapter 11 Cases. The Disbursing Agent shall make Distributions in respect of Allowed Claims (including Disputed Claims that become Allowed Claims subsequent to the Effective Date, provided, however, that any such post-Effective
Date Distribution shall be at the direction of the respective LLC Agent). 
 
The Disbursing Agent providing services related to Distributions pursuant to the Plan will receive, without further Bankruptcy Court approval, reasonable compensation for such services and reimbursement of reasonable
out-of-pocket expenses incurred in connection with such services. Except as otherwise provided in Section VIII.C.2, these payments will be made on terms agreed to with BCP Liquidating LLC or BCPM Liquidating LLC and will not be deducted from
Distributions to be made pursuant to the Plan to holders of Allowed Claims receiving Distributions from the Disbursing Agent. 
 


	  3	  	  The Debtors anticipate that the Disbursing Agent will be major financial institution. As a
result, the Debtors believe no bond will be necessary. 

 
 

40 








 
D. Delivery of
Distributions and Undeliverable or Unclaimed Distributions 
 
1. Delivery of Distributions 
 
        a. Generally 
 
        All Distributions by check shall be deemed made at the time such check is duly deposited in the United States mail, postage prepaid. All Distributions by
wire transfer shall be deemed made as of the date the Federal Reserve or other wire transfer is made. Except as otherwise agreed with the holder of an Allowed Claim or as provided in Section VII.D.1.b. of the Plan, Distributions to holders of
Allowed Claims shall be distributed by mail upon compliance by the holder with the provisions of the Plan: (i) at the address set forth on the respective Proof of Claim filed by the holder of such Claim; (ii) at the address set forth in any written
certification of address change delivered to the Disbursing Agent (including pursuant to a letter of transmittal delivered to the Disbursing Agent) after the date of Filing of any related Proof of Claim; or (iii) at the address reflected in the
applicable Debtor’s Schedules or books and records if no Proof of Claim has been filed and the Disbursing Agent has not received a written notice of a change of address. 
 
        b. Special Provisions for Distributions to Holders of
Senior Note Claims 
 
                i. For the purposes of Distributions to the holders of Allowed Senior Note Claims, the Indenture Trustee shall be deemed to be the
sole holder of record of such Claims. All distributions on account of Allowed Senior Note Claims shall be distributed to the Indenture Trustee for further distribution to the beneficial holders of such Claims pursuant to the terms and conditions of
the Prepetition Indenture and the Plan. 
 
                ii. On the Effective Date, the obligations under the Senior Notes and the Prepetition Indenture shall be deemed terminated,
canceled and extinguished (all without any further action by any Person or the Bankruptcy Court) and shall have no further legal effect other than as evidence of any right to receive Distributions under the Plan; provided, however, that the
Senior Notes shall not be deemed canceled on the books and records of the Indenture Trustee, the applicable securities depositories, clearing systems or broker, bank or custodial participants in the clearing system so as to facilitate distributions
to the holders of Senior Notes. The authority of the Indenture Trustee under the Prepetition Indenture shall be terminated as of the Effective Date; provided, however, that the Prepetition Indenture shall continue in effect solely for the
purposes of (A) allowing the Indenture Trustee to make the Distributions, as provided for in the Plan, and to perform any and all current and future administrative functions; and (B) permitting the Indenture Trustee to maintain its continuing
charging lien against any and all Distributions payable to the holders of the Senior Notes to the extent that the Indenture Trustee has not received or does not receive payment for fees, costs and expenses incurred in the performance of any function
associated with the Prepetition Indenture or the Plan. 
 
2. Undeliverable Distributions Held by Disbursing Agent 
 
        a. Holding and Investment of Undeliverable Distributions 
 
        If any Distribution to a holder of an Allowed Claim is returned to the Disbursing Agent as
undeliverable, no further Distributions will be made to such holder unless and until the applicable Disbursing Agent is notified in writing of such holder’s then-current address. Undeliverable Distributions shall be held by the Disbursing Agent
for the benefit of BCP Liquidating LLC or BCPM Liquidating LLC pursuant to this Section VII.D.2.a until such time as a Distribution becomes deliverable. Undeliverable Cash will be held in segregated bank accounts in the name of BCP Liquidating LLC
or BCPM Liquidating LLC, as applicable, by the Disbursing Agent for the benefit of the potential claimants 
 

41 








 
of such funds. The Disbursing
Agent holding undeliverable Cash will invest such Cash, as directed by the respective LLC Agent, in a manner consistent with section 345 of the Bankruptcy Code or applicable order of the Bankruptcy Court. 
 
        b. After
Distributions Become Deliverable 
 
        Within fifteen (15) Business Days after the end of each calendar quarter following the Effective Date, the Disbursing Agent, at the direction of the respective LLC Agent, shall make all
Distributions that become deliverable during the preceding calendar quarter. If the aggregate amount of such Distributions would be $100 or less, notwithstanding any contrary provision of the Plan, no such Distributions will be made unless a request
therefor is made in writing to the Disbursing Agent, subject to approval by the respective LLC Agent. Any undistributed amounts shall be held over to the next Distribution. 
 
        c. Failure to Claim Undeliverable Distributions

 
        Any holder of an Allowed Claim as to which a Distribution (Cash or non-Cash) is returned as undeliverable that does not assert a claim pursuant to the Plan for such undeliverable
Distribution to be made by the Disbursing Agent within two years after the later of (1) the Effective Date and (2) the last date on which a Distribution was deliverable to such holder, shall have forfeited its right to such Distribution and the
undeliverable Distribution shall be distributed to the other holders of Allowed Claims pursuant to Section VII.B of the Plan, as part of a subsequent Distribution. 
 
E. Distribution Record Date 
 
        As of the close of business on the Distribution Record Date, the respective transfer
registers for the Senior Notes, as maintained by BCP/BCP Finance or the Indenture Trustee, will be closed. The Disbursing Agent, as directed by the respective LLC Agent, will have no obligation to recognize the transfer or sale of any Senior Note
Claim that occurs after the close of business on the Distribution Record Date and will be entitled for all purposes herein to recognize and make distributions only to those holders of Senior Note Claims who are holders of such Claims as of the close
of business on the Distribution Record Date. 
 
        Except as otherwise provided in a Final Order of the Bankruptcy Court, the transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001 on or prior to the Distribution
Record Date will be treated as the holders of such Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record Date. 
 
F. Means of Cash Payments 
 
        Except as
otherwise specified herein, Cash payments made pursuant to the Plan to holders of Claims will be in U.S. currency by checks drawn on a domestic bank selected by the Debtors or the LLC Agents or, at the option of the Debtors or the applicable
LLC Agent, by wire transfer from a domestic bank; provided, however, that Cash payments to foreign holders of Allowed Trade Claims may be made, at the option of the Debtors or the applicable LLC Agent, in such currency and by such
means as are necessary or customary in a particular foreign jurisdiction. 
 
 

42 








 
G.
    Timing and Calculation of Amounts to Be Distributed 
 
1. Allowed Claims 
 
        On the Effective Date, each holder of an Allowed Claim will receive the full amount of the Distributions that the Plan provides for Allowed Claims in the applicable Class. On
each Quarterly Distribution Date, Distributions also will be made, pursuant to Section VIII.C, to holders of Disputed Claims in any such Class that were Allowed during the preceding calendar quarter. Such quarterly Distributions also will be in the
full amount that the Plan provides for Allowed Claims in the applicable Class. 
 
2. De Minimis Distributions 
 
        The Disbursing Agent will not distribute Cash to the holder of an Allowed Claim in an Impaired Class if the amount of Cash to be distributed on account
of such Claim is less than $25. Any holder of an Allowed Claim on account of which the amount of Cash to be distributed is less than $25 will have its Claim for such Distribution discharged and will be forever barred from asserting any such Claim
against the Debtors or their respective property. Any Cash not distributed pursuant to this Section VII.G.2 will be the property of BCP Liquidating LLC or BCPM Liquidating LLC, free of any restrictions thereon, and any such Cash held for
Distribution by the Disbursing Agent will be returned to BCP Liquidating LLC or BCPM Liquidating LLC. 
 
3. Time Bar to Cash Payments 
 
        Any check issued by the Disbursing Agent in respect of Allowed Claims shall be null and
void if not negotiated within sixty (60) days after the date of issuance thereof. Requests for reissuance of any check shall be made to the Disbursing Agent by the holder of the Allowed Claim to whom such check originally was issued on or before one
hundred and twenty (120) days after the check becomes null and void. After such date, if such request was not given, a holder shall have forfeited its rights to such Distribution, and the funds represented by such check shall be distributed to other
holders of Allowed Claims pursuant to Section VII.B. as part of a subsequent Distribution. 
 
4. Compliance with Tax Requirements 
 
        In connection with the Plan, to the extent applicable, the Disbursing Agent shall comply with all Tax withholding and reporting requirements imposed on
it by any governmental unit, and all Distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. The Disbursing Agent, at the direction of the respective LLC Agent, shall be authorized to take any actions that
may be necessary or appropriate to comply with such withholding and reporting requirements and may withhold the entire Distribution due to any holder of an Allowed Claim until such time as such holder provides the necessary information to comply
with any withholding requirements of any governmental unit. Any property so withheld will then be paid by the Disbursing Agent to the appropriate authority. If the holder of an Allowed Claim fails to provide the information necessary to comply with
any withholding requirements of any governmental unit within six months from the date of first notification to the holder of the need for such information or for the Cash necessary to comply with any applicable withholding requirements, then the
holder’s Distribution shall be treated as an undeliverable Distribution in accordance with Article VII. 
 
        Notwithstanding any other provision of the Plan, each entity receiving a Distribution of
Cash or proceeds from the Restructuring Transactions pursuant to the Plan will have sole and exclusive responsibility for the satisfaction and payment of any Tax obligations imposed on it by any governmental unit on account of such Distribution,
including income, withholding and other Tax obligations. 
 
 

43 








 
H. Surrender of Canceled
Instruments or Securities 
 
        As a condition precedent to receiving any Distribution pursuant to the Plan on account of an Allowed Claim evidenced by notes, instruments, securities or other documentation canceled
pursuant to Section V.G, the holder of such Claim must tender, as specified in this Section VII.H, the applicable notes, instruments, securities or other documentation evidencing such Claim to the applicable Disbursing Agent, together with any
letter of transmittal required by such Disbursing Agent; provided, however, that the holders of Allowed Bank Loan Claims and the Senior Note Claims shall not be required to tender any Senior Notes or other instruments evidencing the Bank Loan
Claims or Senior Notes Claims to receive their respective Distributions under the Plan. Pending such surrender, any Distributions pursuant to the Plan on account of any such Claim will be treated as an undeliverable Distribution pursuant to Section
VII.D.2. 
 
I. Setoffs 
 
        Except with
respect to claims of a Debtor released pursuant to the Plan or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the Debtors, the BCP LLC Agent or, as instructed by the applicable
Debtor or applicable LLC Agent, the Disbursing Agent may, at the direction of the respective LLC Agent, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed Claim and the Distributions to be
made pursuant to the Plan on account of such Claim (before any Distribution is made on account of such Claim) the claims, rights and Causes of Action of any nature that the applicable Debtor may hold against the holder of such Allowed Claim;
provided, however, that neither the failure to effect a setoff nor the allowance of any Claim hereunder will constitute a waiver or release by the applicable Debtor, BCP Liquidating LLC, or BCPM Liquidating LLC of any Claims, rights and
Causes of Action that the Debtor, BCP Liquidating LLC, or BCPM Liquidating LLC may possess against such a Claim holder. 
 
ARTICLE VIII 
PROCEDURES FOR RESOLVING DISPUTED CLAIMS 
 
A. Prosecution of Objections to Claims 
 
1. Objections to Claims 
 
        All objections to Claims must be filed and served on the holders of such Claims by the Claims Objection Bar Date, and if filed prior to the Effective Date, such objections will be
served on the parties on the then-applicable service list in the Chapter 11 Cases. If an objection has not been filed to a Proof of Claim or a scheduled Claim by the Claims Objection Bar Date, the Claim to which the Proof of Claim or scheduled Claim
relates will be treated as an Allowed Claim if such Claim has not been Allowed earlier. An objection is deemed to have been timely filed as to all Tort Claims, thus making each such Claim a Disputed Claim as of the Claims Objection Bar Date. Each
such Tort Claim will remain a Disputed Claim until it becomes an Allowed Claim in accordance with Section I.A.3. 
 
2. Authority to Prosecute Objections 
 
        After the Confirmation Date, only the Debtors, BCP Liquidating LLC, or BCPM Liquidating
LLC will have the authority to file, settle, subordinate, compromise, withdraw or litigate to judgment objections to Claims, including pursuant to any alternative dispute resolution or similar procedures approved by the Bankruptcy Court. Unless
otherwise ordered by the Bankruptcy Court after notice and a hearing, upon the Effective Date and thereafter, BCP Liquidating LLC or BCPM Liquidating 
 
 

44 








 
LLC shall have the exclusive
right to make and file objections to Claims or Interests and may settle or compromise any Disputed Claim without approval of Bankruptcy Court. 
 
B. Estimation of Claims 
 
        The Debtors, BCP Liquidating LLC, or BCPM Liquidating LLC may, at any time, request that
the Bankruptcy Court estimate any Disputed, contingent or unliquidated Claim, regardless of whether the Debtors, either of the Creditors’ Committees, BCP Liquidating LLC, or BCPM Liquidating LLC previously have objected to such Claim or whether
the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating
to any such objection. 
 
        In the event that the Bankruptcy Court estimates a Disputed, contingent or unliquidated Claim that estimated amount will constitute either the Allowed amount of such Claim or a maximum
limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, then BCP Liquidating LLC or BCPM Liquidating LLC may elect to pursue any supplemental proceedings to object to
any ultimate payment on such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. Claims may be estimated and subsequently compromised, settled,
withdrawn or resolved by any mechanism approved by the Bankruptcy Court. 
 
C. Treatment of Disputed Claims 
 
        Notwithstanding any other provisions of the Plan, no payments or distributions will be made on account of a Disputed Claim until such Claim becomes an Allowed Claim. 
 
1. Disputed APSC Claims 
 
        No APSC Claims
shall be entitled to interest on such Claim for the period beginning on or after the Effective Date. 
 
2. Disputed General Unsecured Claims Against BCP and BCPM 
 
        On the Effective Date, the respective Liquidating LLCs shall
retain Cash in an aggregate amount sufficient to pay to each holder of a Disputed General Unsecured Claim the amount such holder would have been entitled to receive under the Plan if such Claim had been an Allowed Claim on the Effective Date or any
subsequent Distribution date. 
 
3.
Distributions on Account of Disputed Claims Once Allowed 
 
        a. Disputed APSC Claims 
 
        If, after the Effective Date, any Disputed APSC Claim becomes an Allowed Claim, the Disbursing Agent shall, at the direction of the LLC Agent, on each
Quarterly Distribution Date following the calendar quarter in which the Disputed APSC Claim becomes an Allowed Claim, distribute to the holder of such Allowed Claim, Cash equal to the aggregate amount that such holder would have been entitled to
receive under the Plan (if any) had its Claim been an Allowed Claim on the Effective Date or the Date of any subsequent Distribution. 
 

45 








 
        b. Disputed General Unsecured Claims 
 
        If, after the Effective Date, any Disputed General Unsecured Claim becomes an Allowed
Claim, the Disbursing Agent shall, at the direction of the respective LLC Agent, on each Quarterly Distribution Date following the calendar quarter in which the Disputed General Unsecured Claim becomes an Allowed Claim, (1) distribute to the holder
of such Allowed Claim Cash equal to the aggregate amount that such holder would have been entitled to receive under the Plan (if any) if such Claim had been an Allowed Claim on the Effective Date or any subsequent Distribution date and (2) with
respect to any holder of a General Unsecured Claim against BCP/BCP Finance or BCPM, such holder shall continue as a BCP Liquidating LLC Claimant or BCPM Liquidating LLC Climant, as applicable, to the extent of such holder’s Pro Rata share of
any Distribution that such holder would have been entitled to receive under the Plan had its Claim been an Allowed Claim on the Effective Date or any subsequent Distribution Date. Any Cash or other property Distributed in respect of Claims against
BCP/BCP Finance or BCPM shall be increased by a Pro Rata share of the actual interest earned, if any, between the time of an initial Distribution to General Unsecured Claims made under the Plan until the date a Distribution is made to any Disputed
General Unsecured Claim that becomes and Allowed Claim at a later date, reduced by (b) if applicable, a Cash amount equal to such Claim’s proportionate share of all expenses of BCP Liquidating LLC, including, without limitation, expenses
associated with the BCP Liquidating LLC or BCPM Liquidating LLC and any taxes imposed by any governmental unit with respect to income generated by or attributable to property held by BCP Liquidating LLC or BCPM Liquidating LLC. 
 
4. Disputed Unsecured Claims That Are Disallowed

 
        To the extent a Disputed General Unsecured Claim against a Debtor is disallowed, the Cash and other property that otherwise would be distributed pursuant to this Article VIII from the
respective Liquidating LLC will instead be distributed or allocated in accordance with Section VII.B. 
 
D.    Allowance; Disallowance of Claims and Interests 
 
1. Allowance of Claims 
 
        Except as expressly provided in the Plan, no Claim or Interest shall be deemed Allowed by
virtue of the Plan, Confirmation or any order of the Bankruptcy Court in the Chapter 11 Cases, unless and until such Claim or Interest is deemed Allowed under the Bankruptcy Code or the Bankruptcy Court enters a Final Order allowing such Claim or
Interest. 
 
2. Disallowance of Claims

 
        All Claims held by entities against whom a Debtor, BCP Liquidating LLC, or BCPM Liquidating LLC can assert a Cause of Action under sections 542, 543, 550, 522(f), 522(h), 544, 545, 547,
548, 549, or 724(a) of the Bankruptcy Code shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and holders of such Claims may not vote to accept or reject the Plan, both consequences to be in effect until such time as any
Causes of Action initiated against that entity have been settled or a Final Order entered and all sums due to the related Debtor by that entity are turned over to such Debtor or to the respective LLC Agent. Any and all Claims filed with the
Bankruptcy Court after the Bar Date applicable to such Claims shall be disallowed and holders of such Claims may not vote to accept or reject the Plan. 
 
 

46 








 
ARTICLE IX

CONDITIONS PRECEDENT TO CONFIRMATION 
AND CONSUMMATION OF THE PLAN 
 
A. Conditions Precedent to Confirmation 
 
        The Bankruptcy Court will not enter the Confirmation Order unless and until the following conditions have been satisfied or duly waived pursuant to Section IX.C: 
 
1. The Confirmation Order will be reasonably acceptable
in form and substance to the Debtors. 
 
2. All Exhibits to the Plan are in form and substance reasonably satisfactory to the Debtors. 
 
B. Conditions Precedent to the Effective Date 
 
        The Effective Date will not occur and the Plan will not be consummated unless and until
each of the following conditions have been satisfied or duly waived pursuant to Section IX.C: 
 
1. The Bankruptcy Court shall have entered an order (contemplated to be part of the Confirmation Order) approving and authorizing the Debtors, BCP Liquidating LLC, and BCPM Liquidating LLC to
take all actions necessary or appropriate to implement the Plan, including completion of the Restructuring Transactions and other transactions contemplated by the Plan and the implementation and consummation of contracts, instruments, releases, and
other agreements or documents created in connection with the Plan. 
 
2. The Confirmation Order shall be a Final Order. 
 
3. The BCP LLC Agreement and the BCPM LLC Agreement are fully executed; provided, however, that the Debtors may extend the Effective Date to a later date. 
 
C. Waiver of Conditions to the Confirmation or Effective Date

 
        The conditions to Confirmation set forth in Section IX.A and the conditions to the Effective Date set forth in Section IX.B may be waived in whole or part by the Debtors, at any time
without an order of the Bankruptcy Court after five Business Days’ written notice of such waiver to the Creditors’ Committees. The failure to satisfy or waive a condition may be asserted by a Debtor regardless of the circumstances giving
rise to the failure of such condition to be satisfied (including any action or inaction by the Debtors). 
 
D. Effect of Nonoccurrence of Conditions to the Effective Date 
 
        If each of the conditions to the Effective Date is not satisfied or duly waived in
accordance with Section IX.C, then upon motion by any of the Debtors and upon notice to such parties in interest as the Bankruptcy Court may direct, the Confirmation Order may be vacated by the Bankruptcy Court; provided, however, that,
notwithstanding the Filing of such motion, the Confirmation Order may not be vacated if each of the conditions to the Effective Date is either satisfied or duly waived before the Bankruptcy Court enters an order granting such motion. If the
Confirmation Order is vacated pursuant to this Section IX.D, the Plan will be null and void in all respects and nothing contained in the Plan will: (a) constitute a waiver or release of any Claims by or against, or any Interest in, any of the
Debtors; or (b) prejudice in any manner the rights of any of the Debtors or any other party in interest; and (c) constitute an admission, acknowledgement, offer or undertaking by any of the Debtors in any respect. 
 

47 








 
ARTICLE X

CRAMDOWN 
 
        The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code with respect
to any Impaired Class that does not accept the Plan pursuant to section 1126 of the Bankruptcy Code. The Debtors reserve the right to modify the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code
requires modification. 
 
ARTICLE XI

EXCULPATION AND INJUNCTION 
 
A. Exculpation 
 
        BCP, BCP Finance and BCPM; the officers, directors and employees of BCP, BCP Finance and
BCPM; BCP Liquidating LLC; BCPM Liquidating LLC; the BCP LLC Agent; the BCPM LLC Agent; the BCP LLC Managers; BCPM LLC Managers; the Disbursing Agent; the BCP/BCP Finance Professionals (including, without limitation, Jones, Day, Reavis & Pogue;
Duane Morris LLP; Ernst & Young Corporate Finance LLC; Edward Howard & Co.; the Taylor Companies; Taylor Strategic Divestitures; Lemle & Kelleher LLP; and Postlethwaite & Netterville); A.D. Little; The Sinclair Group; Chemical Market
Associates, Inc.; The BCPM Professionals (including, without limitation, Vorys, Sater, Seymour & Pease LLP; Baker & Hostetler; Blank Rome Comisky & McCauley, LLC; Development Specialists, Inc.); Kramer, Levin, Naftalis & Frankel;
Reed Smith LLP; Chanin Capital Partners; Curtis, Mallet-Prevost, Colt & Mosle LLP, Saul Ewing and BDO Seidman, LLP shall neither have nor incur any liability to any Person or entity for any act taken or omitted to be taken in connection with or
related to the formulation, preparation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Disclosure Statement, any contract, instrument, release or other agreement or document created or entered into in
connection with the Plan, or any act taken or omitted to be taken in connection with the Debtors’ Chapter 11 Cases; provided, however, that the foregoing provisions of Section XI.A of the Plan will have no effect on: (1) the liability of
any entity that would otherwise result from the failure to perform or pay any obligation or liability under the Plan or any contract, instrument, release or other agreement or document to be entered into or delivered in connection with the Plan or
(2) the liability of any entity that would otherwise result from any such act or omission to the extent that such act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct. 
 
B. Injunctions 
 
1.    Except as provided in the
Plan or the Confirmation Order, as of the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an Interest or other right of an equity security holder that is
terminated pursuant to the terms of the Plan will be permanently enjoined from taking any of the following actions on account of any such discharged Claims, debts or liabilities or terminated Interests or rights: (a) commencing or continuing in any
manner any action or other proceeding against any of the Debtors or their respective property, other than to enforce any right pursuant to the Plan to a Distribution; (b) enforcing, attaching, collecting or recovering in any manner any judgment,
award, decree or order against any of the Debtors or their respective property, other than as permitted pursuant to (a) above; (c) creating, perfecting or enforcing any lien or encumbrance against any of the Debtors or their respective property; (d)
commencing or continuing in any manner any action or proceeding (whether directly, indirectly, derivatively or otherwise) on account of or respecting any Cause of Action of any of the Debtors, which BCP Liquidating LLC or BCPM Liquidating LLC, as
applicable, holds exclusive authority to pursue in accordance with the Plan; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. 
 
 

48 








 
2. As
of the Effective Date, all entities that have held, currently hold or may hold any Claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that are released pursuant to the Plan will be permanently
enjoined from taking any of the following actions against any released entity or its property on account of such released claims, obligations, suits, judgments, damages, debts, rights, causes of action or liabilities: (a) commencing or continuing in
any manner any action or other proceeding; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (c) creating, perfecting or enforcing any lien or encumbrance; and (d) commencing or continuing any
action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. 
 
3. By accepting Distributions pursuant to the Plan, each holder of an Allowed Claim receiving Distributions pursuant to the Plan
will be deemed to have specifically consented to the injunctions set forth in this Section XI.B. 
 
C. Termination of Subordination Rights and Settlement of Related Claims and Controversies 
 
1. The classification and manner of satisfying all Claims and Interests under the Plan take into consideration all subordination
rights, whether arising under general principles of equitable subordination, contract, section 510(c) of the Bankruptcy Code or otherwise, that a holder of a Claim or Interest may have against other Claim or Interest holders with respect to any
Distribution made pursuant to the Plan. All subordination rights that a holder of a Claim may have with respect to any Distribution to be made pursuant to the Plan will be discharged and terminated, and all actions related to the enforcement of such
subordination rights will be permanently enjoined. Accordingly, Distributions pursuant to the Plan to holders of Allowed Claims will not be subject to payment to a beneficiary of such terminated subordination rights or to levy, garnishment,
attachment or other legal process by a beneficiary of such terminated subordination rights. 
 
2. Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided under the Plan, the
provisions of the Plan will constitute a good faith compromise and settlement of all Claims or controversies relating to the subordination rights that a holder of a Claim may have with respect to any Allowed Claim or any Distribution to be made
pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and the
Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors and their respective property, Claim and Interest holders, and is fair, equitable and reasonable. 
 
ARTICLE XII 
RETENTION OF JURISDICTION 
 
        Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective
Date, the Bankruptcy Court will retain such jurisdiction over the Chapter 11 Cases after the Effective Date as is legally permissible, including jurisdiction to: 
 
1. Allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or
unsecured status of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance, priority or classification of Claims or Interests; 
 
2. Grant or deny any applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan for periods ending on or before the Effective Date; 
 
 

49 








 
3.    Resolve any matters related to the assumption, assumption and assignment or rejection of any Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor
may be liable and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including any Cure Amount Claims; 
 
4.    Ensure that Distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the
Plan and in accordance with Proposed Treasury Regulations section 1.468B-9(a)(3); 
 
5.    Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters, including, without limitation, any avoidance actions under
the Bankruptcy Code and grant or deny any applications involving any of the Debtors, the Disbursing Agent, the BCP LLC Agent or the BCPM LLC Agent, or the BCP Liquidating LLC or the BCPM Liquidating LLC that may be pending on the Effective Date or
brought thereafter; 
 
6.    Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases and other agreements or documents entered into or
delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order; 
 
7.    Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation,
interpretation or enforcement of the Plan or any contract, instrument, release or other agreement or document that is entered into or delivered pursuant to the Plan or any entity’s rights arising from or obligations incurred in connection with
the Plan or such documents; 
 
8.    Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy code; modify the Disclosure Statement, the Confirmation Order or any contract, instrument, release or
other agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, the Plan, the
Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into, delivered or created in connection with the Plan, the disclosure Statement or the Confirmation Order, in such manner as
may be necessary or appropriate to consummate the Plan; 
 
9.    Issue injunction, enforce the injunctions contained in the Plan and the Confirmation Order, enter and implement other orders to take such other actions as may be necessary or appropriate to restrain
interference by any entity with consummation, implementation or enforcement of the Plan or the Confirmation Order; 
 
10.    Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any
reason or in any respect modified, stayed, reversed, revoked or vacated or Distributions pursuant to the Plan are enjoined or stayed; 
 
11.    Determine any other matters that may arise in connection with or relate to the Plan, the Disclosure
Statement, the Confirmation Order or any contract, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order; 
 
12.    Recover all Assets of each
of the Debtors and property of their respective Estates, wherever located. 
 
13.    Enter a final decree closing the Chapter 11 Cases; 
 
 

50 








 
14.
Determine matters concerning any state, local and federal Taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code, including and Disputed Claims for any such Tax; and 
 
15. Hear and determine any other matter not inconsistent with the Bankruptcy Code. 
 
ARTICLE XIII 
MISCELLANEOUS PROVISIONS 
 
A. Continued Employment of Professionals 
 
Unless and until the applicable LLC Agent (a) terminates the engagement of a Professional (in accordance with the terms of such
Professional’s engagement letter and any Bankruptcy Court order governing such Professional’s employment or compensation) that is still employed, immediately prior to the Effective Date, by the Debtor predecessor of such LLC Agent’s
Liquidating LLC or (b) instructs such Professional concerning the performance of its services post-Effective Date, such Professional may, in good faith, reasonably and responsibly continue to incur expenses and perform necessary or otherwise
appropriate services in furtherance of litigation, other proceedings or other matters, if such litigation, other proceedings or other matters, were pending pre-Confirmation. In doing so, such Professional’s fees and expenses will continue to
have administrative priority under section 503 of the Bankruptcy Code, subject to the applicable provisions of the Plan, the Confirmation Order or, as applicable, the professional compensation procedures established in the applicable Debtor’s
case and any order of the Bankruptcy Court governing such Professional’s employment and compensation. The foregoing provisions shall not expand, limit or otherwise change the scope of any Professional’s ordinary authority or its ordinary
responsibilities and obligations to its client as a professional services provider, nor the ordinary responsibilities and obligations of the LLC Agent, as the client of the Professional. 
 
B. Dissolution of the Creditors’ Committees 
 
As of the date on which the BCP Liquidating LLC is established in accordance with the Plan, the BCP
Creditors’ Committee shall be dissolved. Upon dissolution of the BCP Creditors’ Committee, the members thereof shall be released and discharged of and from all further authority, duties, responsibilities and obligations related to and
arising from and in connection with the Chapter 11 Cases, and expect as otherwise provided in Section XIII.A. of the Plan, the retention of employment of the BCP Creditors’ Committees’ attorney, financial advisors, and other agents, shall
terminate. As of the date on which the BCPM Liquidating LLC is established in accordance with the Plan, the BCPM Creditor’s Committee shall be dissolved. Upon dissolution of the BCPM Creditors’ Committee, the members thereof shall be
released and discharged of and from all further authority, duties, responsibilities and obligations related to and arising from and in connection with the Chapter 11 Cases, and except as otherwise provided in Section XIII.A. of the Plan, the
retention of employment of employment of the BCPM Creditors’ Committees’ attorneys, financial advisors, and other agents, shall terminate. 
 
C. Modification of the Plan 
 
Subject to the restrictions on modifications contained herein or set forth in section 1127 of the Bankruptcy Code, (i) the Debtors reserve
the right to alter, amend or modify the Plan prior to the entry of the Confirmation Order and (ii) after entry of the Confirmation Order, the Debtors (prior to the Effective Date) and BCP Liquidating LLC and BCPM Liquidating LLC (after the Effective
Date), as the case may be, may, upon order of the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as
may be necessary to carry out the purpose and intent of the Plan. A holder of an Allowed Claim that is deemed to have accepted the Plan still shall be deemed to have accepted the 
 

51 








 
Plan, as modified, if the
proposed modification does not materially and adversely change the treatment of such holder. 
 
D. Revocation of the Plan 
 
The Debtors reserve the right to revoke or withdraw the Plan as to any or all of the Debtors prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan as to any or all of the Debtors,
or if Confirmation as to any or all of the Debtors does not occur, then, with respect to such Debtors, the Plan will be null and void in all respects, and nothing contained in the Plan will: (1) constitute a waiver or release of any Claims by or
against, or any Interests in, such Debtors or (2) prejudice in any manner the rights of any Debtors or any other party. 
 
E. Severability of Plan Provisions 
 
If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the
Bankruptcy Court will have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or
unenforceable, and such term or provision then will be applicable as altered or interpreted; provided, however, that any such alteration or interpretation must be in form and substance acceptable to the Debtors. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order
will constitute a judicial determination and will provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 
 
F. Professional Fees and Expenses 
 
After the Confirmation Date, the BCP LLC Agent and the BCPM
LLC Agent shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay the reasonable Professional Fees and expenses of the Professionals employed by the Debtors, BCP Liquidating LLC, and BCPM
Liquidating LLC. The fees and expenses of the Disbursing Agent and the applicable LLC Agent shall be paid in the ordinary course of business and without the need for any approval by the Bankruptcy Court, pursuant to the terms of the Plan and the
respective BCP LLC and BCPM LLC Agreements. 
 
G. Successors and
Assigns 
 
The rights, benefits and obligation
any entity named or referred to in the Plan will be binding on, and will inure to the benefit of, any heir, executor, administrator, successor or assign of such entity. 
 
H. Service of Certain Plan Exhibits and Disclosure Statement Exhibits 
 
Because the Exhibits to the Plan are voluminous, the Exhibits
are not being served with copies of the Plan and the Disclosure Statement. Any party in interest may review the Plan Exhibits during normal business hours (9:00 a.m. to 4:30 p.m., local time) in the Document Reviewing Centers. 
 
I. Service of Documents 
 
Any pleading, notice or other document required by the Plan or
Confirmation Order to be served on or delivered to any combination of the Debtor, either of the Creditors’ Committees, or the 
 

52 








 

	  BCP/BCP FINANCE:
   
  David G. Heiman, Esq.
  Jones, Day, Reavis & Pogue
  North Point
  901 Lakeside Avenue
  Cleveland, Ohio 44114
  (216) 586-3939
(telephone)
  (216) 579-0212 (facsimile)
   
	  	  BCPM:
   
  Robert J. Sidman, Esq.
  Vorys, Sater, Seymour and Pease LLP
  52 East Gay
Street
  Columbus, Ohio 43215
  (614) 464-6422 (telephone)
 
(614) 719-4962 (facsimile)
   

	  Neil P. Olack, Esq.
  Jones, Day, Reavis & Pogue
 
3500 SunTrust Plaza
  303 Peachtree Street,
N.E.
  Atlanta, Georgia 30308-3242
  (404) 521-3939 (telephone)
 
(404) 581-8330 (facsimile)
   
	  	  Michael D. DeBaecke, Esq.
  Blank Rome Comisky & McCauley LLP
  Chase Manhattan Centre
  1201 Market Street, Suite 800
  Wilmington, DE
19801
  (302) 425-6412 (telephone)
  (302) 425-6464 (facsimile)
   
   

	  Michael R. Lastowski, Esq. (DE 3892)
  Duane Morris LLP
  1100 North Market Street, Suite 1200
  Wilmington, Delaware
19801
  (302) 657-4942 (telephone)
  (302) 657-4901 (facsimile)
   
  (Counsel to BCP/BCP Finance)
   
  BCP Creditors’ Committee:
   
	  	  (Counsel to BCPM)
   
  BCPM Creditors’ Committee:
   
  L. P. Harrison 3   rd , Esq.
  Curtis, Mallet-Prevost, Colt & Mosle, LLP
  101 Park Avenue
  New York, New York 10178-0061
  (212) 696-6199
(telephone)
  (212) 697-1559 (facsimile)
   

	  Mitchell A. Seider, Esq.
  Kramer Levin Naftalis & Frankel
  919 Third Avenue
  New York, New York 10022-3852
  (212) 715-7582
(telephone)
  (212) 715-8000 (facsimile)
   
  Kurt F. Gwynne
  Reed Smith L.L.P.
  1201 Market Street, Suite 150
	  	  Mark Minute, Esq.
  Saul Ewing LLP
  Centre Square West
  1500 Market Street, 38 th  Floor
  Philadelphia, PA 19102-2186
  (302) 421-6840 (telephone)
  (302) 421-5873 (facsimile)
   
  (Counsel to BCPM Creditors’ Committee)
   

	  Wilmington, Delaware 19801
  (302) 778-7550 (telephone)
 
(302) 778-7575 (facsimile)
   
  (Counsel to BCP Creditors’ Committee)
	  	  

 
 
 
 
 
 
 
 
 
 

53 








 
The United States Trustee:

 
Office of the United States
Trustee 
Julie Compton, Esq. 
Curtis Center, Suite 950 West 
Philadelphia, Pennsylvania 19106 
(215) 597-5795 (facsimile) 
 
 

54 








Dated: December 5, 2002 
 

	  	  	  	  	  Respectfully submitted,

	  	  	  	  	   
  BORDEN CHEMICALS AND PLASTICS
  OPERATING LIMITED PARTNERSHIP

	
	  	  	  	  	  	  	  By:
	  	  /s/    Mark J. Schneider


	  	  	  	  	  	  	  Name:
	  	  Mark J. Schneider

	  	  	  	  	  	  	  Title:
	  	  President and Chief Executive Officer of
  BCP Management, Inc., President of BCP Finance Corporation and sole general
  partner of Borden Chemicals and Plastics Operating Limited Partnership


 

	  	  	  	  	  BCP FINANCE CORPORATION

	
	  	  	  	  	  	  	  By:
	  	  /s/    Mark J. Schneider


	  	  	  	  	  	  	  Name:
	  	  Mark J. Schneider

	  	  	  	  	  	  	  Title:
	  	  President


 

	  	  	  	  	  BCP MANAGEMENT, INC.

	
	  COUNSEL:
	  	  	  	  By:
	  	  /s/    Mark J. Schneider


	  	  	  	  	  	  	  Name:
	  	  Mark J. Schneider

	  	  	  	  	  	  	  Title:
	  	  President


 

	  Michael R. Lastowski, Esq. (DE 3892)
  Duane Morris LLP
  1100 North Market Street, Suite 1200
  Wilmington, Delaware
19801
  (302) 657-4942
   
                      - and -
	  	  Michael D. Debaecke, Esq. (DE 3186)
  Blank Rome Comisky & McCauley LLP
  Chase Manhattan Centre
  1201 Market Street, Suite 800
  Wilmington, DE
19801
  (302) 425412
   

	  	  	                          - and -

	
	  David G. Heiman, Esq. (OH 0038271)
  Jones, Day, Reavis & Pogue
 
North Point
  901 Lakeside Avenue
  Cleveland, Ohio 44114
  (216)586-3939
	  	  Robert J. Sidman, Esq. (OH 0017390)
  Vorys, Sater, Seymour and Pease LLP
  52 East Gay Street
  Columbus, Ohio 43215
  (614) 464-6422

	
	  Neil P. Olack, Esq. (GA 551250)
  Jones, Day, Reavis & Pogue
 
3500 SunTrust Plaza
  303 Peachtree Street,
N.E.
  Atlanta, Georgia 30308-3242
  (404) 521-3939
	  	  ATTORNEYS FOR BCPM AS DEBTOR
 
AND DEBTOR IN POSSESSION

	
	  ATTORNEYS FOR BCP/BCP FINANCE AS
  DEBTORS AND DEBTORS IN POSSESSION
	  	  

 

55 








 
EXHIBIT V.E

 
PRESERVED CAUSES OF ACTION

 

	 1.	  	 Any and all causes of action under section 542 of the Bankruptcy Code for turnover of property of an Estate. 

 

	 2.	  	 Any and all causes of action under section 543 of the Bankruptcy Code for turnover of property of an Estate by a custodian. 

 

	 3.	  	 Any and all causes of action under section 544(b) of the Bankruptcy Code, or based upon the powers of a trustee or debtor in possession under section 544(a) of the
Bankruptcy Code, for avoidance of transfers or incurred obligations. 

 

	 4.	  	 Any and all causes of action under section 545 of the Bankruptcy Code for avoidance of statutory liens on property of a Debtor or of an Estate.


 

	 5.	  	 Any and all causes of action under section 547 of the Bankruptcy Code for avoidance of preferences. 

 

	 6.	  	 Any and all causes of action under section 548 of the Bankruptcy Code for avoidance of fraudulent transfers and obligations. 

 

	 7.	  	 Any and all causes of action under applicable non-bankruptcy law for avoidance of fraudulent transfers and obligations. 

 

	 8.	  	 Any and all causes of action under section 549 of the Bankruptcy Code for avoidance of post-petition transactions. 

 

	 9.	  	 Any and all causes of action under section 510 of the Bankruptcy Code for subordination. 

 

	 10.	  	 Any and all causes of action, based upon the powers of a trustee or debtor in possession under section 550 of the Bankruptcy Code, for recovery of property or
value. 

 

	 11.	  	 Any and all causes of action under section 553(b) of the Bankruptcy Code for recovery of offsets. 

 

	 12.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP or BCPM and its suppliers and vendors.









 

	 13.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and utility companies. 

 

	 14.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and its customers. 

 

	 15.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and its lessors. 

 

	 16.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and its lessees. 

 

	 17.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and railroad service providers.


 

	 18.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and customs agents. 

 

	 19.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and independent sales agents.


 

	 20.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and public carriers. 

 

	 21.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and mechanics, materialmen and laborers.


 

	 22.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and warehousemen. 

 

	 23.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP or BCPM and purchasers, assignees or other transferees
of Assets from BCP or from BCP’s estate, or from BCPM or from BCPM’s estate. 

 

	 24.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP and BCPM or any of the employees of BCPM, except to
the extent set forth in the Plan. 

 

2 








 

	 25.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP or BCPM and its insurers, or between BCP or BCPM and
any insurers of any or all of BCPM, Borden Chemical, Inc. and Borden, Inc. 

 

	 26.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between or among BCP and any or all of BCP, BCPM, Borden Chemical,
Inc. Borden, Inc., and Kohlberg, Kravis, Roberts & Co., except to the extent set forth in the Plan. 

 

	 27.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP or BCPM and its prepetition or post-petition lenders,
or both. 

 

	 28.	  	 Any and all causes of action arising from or related to agreements, transactions or relationships between BCP or BCPM and their respective consultants, advisors,
technicians, engineers, experts, accountants, auditors, financial advisers, legal advisers and other service-providers, including without limitation Professionals, “ordinary course” professionals and other professionals, all except to the
extent set forth in the Plan. 

 

	 29.	  	 Any and all causes of action arising from or related to the collection of accounts receivable. 

 

	 30.	  	 Any and all causes of action arising from or related to the collection of credits or similar claims arising from or related to agreements, transactions or
relationships between BCP and its suppliers, vendors, lessors, lessees, railroad service providers, mechanics, materialmen, laborers, warehousemen, customs agents, public carriers and utility companies. 

 

	 31.	  	 Any and all causes of action arising from or related to breaches of any representation, warranty, term, provision, obligation or covenant, under any and all
agreements, transactions or relationships. 

 

	 32.	  	 Any and all causes of action arising from or related to BCP’s or BCPM’s rights to indemnification, contribution, or both, from any person or entity, under
any and all agreements, transactions or relationships or under common law or statute. 

 
 

3 








 

	 33.	  	 Any and all causes of action arising from or related to any agreements executed in connections with acquisition- or disposition-transactions not otherwise included
among the Causes of Action set forth above. 

 

	 34.	  	 Any and all causes of action BCP or BCPM has asserted in actions and proceedings pending in any and all forums, including, without limitation, causes of action
asserted in adversary proceedings in the Bankruptcy Court. 

 

	 35.	  	 Any and all causes of action, legal or equitable, arising under tort, contract or otherwise, except to the extent set forth in the Plan. 

 

	 36.	  	 Any and all causes of action arising from or related to a certain Indenture as of May 1, 1995. 

 
 

4