The Oneida Daily Dispatch, LEGAL NOTICE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re TRONOX INCORPORATED, et al., Reorganized Debtors. Chapter 11 Case No. 09-10156 (ALG) Jointly Administered NOTICE OF MAY 15, 2014 DEADLINE FOR FILING OBJECTIONS TO TRONOX/KERR-MCGEE SETTLEMENT AGREEMENT PLEASE TAKE NOTICE that, on April 9, 2014, the Anadarko Litigation Trust (the “Litigation Trust”), as successor to Debtors Tronox Incorporated, Tronox Worldwide LLC, and Tronox LLC in the above-captioned adversary proceeding, and Anadarko Petroleum Corporation, Kerr-McGee Corporation, Kerr-McGee Oil & Gas Corporation (n/k/a Anadarko US Offshore Corporation), Kerr-McGee Worldwide Corporation, KM Investment Corporation (improperly named as Kerr-McGee Investment Corporation), Kerr-McGee Credit LLC, Kerr-McGee Shared Services Company LLC and Kerr-McGee Stored Power Company LLC (collectively, “Anadarko”), filed a motion with the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking a report and recommendation (A) recommending approval of the Settlement Agreement between and among the Anadarko Litigation Trust, the United States of America, and Anadarko resolving the above-captioned adversary proceeding, and (B) recommending issuance of an injunction enjoining certain persons from asserting against any Anadarko Released Party (i) any Trust Derivative Claims, or (ii) any claims which are duplicative of Trust Derivative Claims (all capitalized terms not otherwise defined herein shall have the meaning as defined in the Settlement Agreement). PURSUANT TO THE MOTION FILED WITH THE COURT: • THE DEADLINE TO FILE OBJECTIONS TO THE TRONOX SETTLEMENT AGREEMENT IS MAY 15, 2014, AT 4:00 P.M. EASTERN • A HEARING ON THE MOTION (AND ANY OBJECTIONS TIMELY FILED) HAS BEEN SCHEDULED FOR MAY 28, 2014 AT 11:00 A.M. EASTERN AT THE U.S. BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (SEE ADDRESS BELOW) Brief Recitation of Facts: On January 12, 2009, Tronox Incorporated and certain of its affiliates (collectively, the “Debtors”) commenced chapter 11 cases (the “Chapter 11 Cases”) in the Bankruptcy Court. On November 30, 2010, the Bankruptcy Court confirmed the Debtors’ Plan. On February 14, 2011, the Plan became effective. In the Chapter 11 Cases, the United States, other governmental entities, and other Persons filed Proofs of Claim against the Debtors on account of, among other things, alleged environmental claims, obligations, and/or liabilities at certain of the Covered Sites. Various tort claimants filed Proofs of Claim against the Debtors on account of alleged tort liabilities, including for personal injury and property damage. Those claims were or will be resolved pursuant to the Plan, related tort and environmental agreements, the Litigation Trust Agreement (“LTA”), and other prior proceedings of the Bankruptcy Court. There are two complaints against Anadarko currently being jointly litigated in Tronox Inc., et al. v. Kerr-McGee Corporation, et al. (In re Tronox Inc.), Adv. Proc. No. 09-01198 (Bankr. S.D.N.Y.): 1. the Second Amended Adversary Complaint [which is filed at Case No. 09-01198 (ALG), Dkt. No. 233]; and 2. the Complaint-in-Intervention filed by the United States [which is filed at Case No. 09-01198 (ALG), Dkt. No. 5-2]. The Plan, LTA, and Environmental Settlement Agreement assigned, as provided in the Confirmation Order and the LTA, all of the Debtors’ respective rights and interests in the Adversary Proceeding (excluding the Complaint-in-Intervention), which includes any claims or causes of action of the Debtors related to the Adversary Proceeding, whether or not asserted in the Adversary Proceeding, to the Litigation Trust for the benefit of the entities listed in Section 1(d) of the LTA, which include the Tort Claims Trust, the Cimarron Environmental Response Trust, the Multistate Environmental Response Trust, the Nevada Environmental Response Trust, the Savannah Environmental Response Trust (collectively, along with the West Chicago Environmental Response Trust, the “Environmental and Tort Trusts”), and certain governmental entities that had asserted Bankruptcy Environmental Claims against the Debtors (collectively, “Litigation Trust Beneficiaries”). Pursuant to the Plan, LTA, Environmental Settlement Agreement, and Environmental and Tort Trust Agreements (other than the West Chicago Environmental Response Trust Agreement), the Litigation Trust Beneficiaries and beneficiaries of the Environmental and Tort Trusts (together with the Litigation Trust Beneficiaries, the “Beneficiaries”) are entitled to have paid, on account of their Bankruptcy Environmental Claims and Bankruptcy Tort Claims, specified allocations of a share of the net proceeds of any recovery from the Adversary Proceeding. On December 12, 2013, the Bankruptcy Court issued its Memorandum Opinion, After Trial, finding the Anadarko Trial Defendants liable under the Second Amended Adversary Complaint for actual and constructive fraudulent conveyances, but not liable for breach of fiduciary duty. The Decision is not a final judgment and the Bankruptcy Court did not enter final judgment. On April 3, 2014, the Parties entered into the Settlement Agreement that resolves the Adversary Proceeding and provides for releases, covenants not to sue, and the issuance of an injunction by a U.S. District Court enjoining certain persons from asserting Trust Derivative Claims and any claims that are duplicative of such Trust Derivative Claims (as defined in the Settlement Agreement). On April 3, 2014, the United States lodged the Settlement Agreement with the Bankruptcy Court. On approximately April 14, 2014 the United States will publish a notice for public comment thereon in the Federal Register. On April 9, 2014, the Litigation Trust and Anadarko filed a motion (the “9019 Recommendation Motion”) with the Bankruptcy Court, seeking the Report and Recommendation. The Settlement Agreement settles, compromises, resolves and closes the Adversary Proceeding and settles, compromises, resolves, and extinguishes the Trust Derivative Claims, any claims that were asserted or that could have been asserted in the Second Amended Adversary Complaint, and the claims asserted in the Complaint-in-Intervention and the claims that could have been asserted in the Complaint-in-Intervention relating to the subject matter of the Adversary Proceeding, together and on a global basis to the extent provided in the Settlement Agreement. Pursuant to the Settlement Agreement, within two Business Days after the Effective Date, Anadarko shall cause to be paid to the Litigation Trust $5.15 billion plus Interest. The Litigation Trust shall cause the Settlement Proceeds to be allocated and distributed to the Litigation Trust Beneficiaries consistent with the LTA. The Litigation Trust succeeded to, as of and after the Plan Effective Date, any and all claims against the Anadarko Released Parties related to the claims, issues and subject matter of the Adversary Proceeding which were held, owned and/or controlled by one or more Debtors before the Plan Effective Date. Since the Plan Effective Date, the Litigation Trust has not sold, assigned, transferred, encumbered, hypothecated, abandoned, conveyed or otherwise disposed of any claims received by the Litigation Trust from Debtors pursuant to the Plan. Proposed Permanent Injunction: The movants have requested that the following permanent injunction be issued by the District Court: “Pursuant to 28 U.S.C. §§ 1367 & 1651, § 105(a) of the Bankruptcy Code and Bankruptcy Rules 7001 and 7065, (i) any Debtor(s), (ii) any creditor of any Debtor who filed or could have filed a claim in the Chapter 11 Cases, (iii) any other Person whose claim (A) in any way arises from or is related to the Adversary Proceeding, (B) is a Trust Derivative Claim, or (C) is duplicative of a Trust Derivative Claim, and (iv) any Person acting or purporting to act as an attorney for any of the preceding is hereby permanently enjoined from asserting against any Anadarko Released Party (I) any Trust Derivative Claims or (II) any claims that are duplicative of Trust Derivative Claims, whether or not held or controlled by the Litigation Trust, or whether or not the Litigation Trust could have asserted such claims against any Anadarko Released Party. The injunction herein shall not apply to or bar the following: (i) any criminal liability; (ii) any liability arising under Title 26 of the United States Code (Internal Revenue Code) or state tax laws; (iii) any liability arising under federal or state securities laws; (iv) any action to enforce a covenant not to sue, release, or agreement not to seek reimbursement contained in the Settlement Agreement; (v) any liability that an Anadarko Released Party might have that does not arise from or through a liability of a Debtor; (vi) any liability of an Anadarko Released Party due to its status or acts or omissions since November 28, 2005 as a/an (A) owner, (B) operator, (C) discharger, (D) lessee, (E) permittee, (F) licensee, (G) person in charge, (H) holder of a right of use and easement, (I) arranger for disposal or treatment, (J) transporter, or (K) person who generates, handles, transports, treats, stores or disposes of solid or hazardous waste; (vii) any liability relating to the E&P Business or the stored power or battery business (including, but not limited to, as owned or operated by U.S. Avestor LLC and Kerr-McGee Stored Power Company LLC ); and (viii) any liability that any Anadarko Released Party retained, received or assumed pursuant to the Assignment Agreement or Assignment, Assumption, and Indemnity Agreement. For the avoidance of doubt, to the extent that a liability of an Anadarko Released Party excluded from the injunction herein by the preceding sentence would be a liability for which such Anadarko Released Party would be jointly and severally liable with others, including but not limited to one or more Debtors or Reorganized Debtors, under applicable law, nothing in this injunction is intended to alter any such applicable principles of joint and several liability where otherwise provided by law. The injunction herein does not apply to the Litigation Trust and the United States, which are providing releases and covenants not to sue in the Settlement Agreement.” PLEASE TAKE FURTHER NOTICE that objections to the Motion, if any, shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court for the Southern District of New York, shall set forth the name of the objecting party, the basis for the objection and the specific grounds thereof, shall be filed with the Bankruptcy Court electronically in accordance with General Order M-242 (which can be found at www.nysb.uscourts.gov) by registered users of the Bankruptcy Court’s case filing system and by all other parties in interest, and shall be served upon: Jeffrey J. Zeiger, Kirkland & Ellis LLP, 300 N. LaSalle, Chicago, IL 60654; John C. Hueston, Litigation Trustee, Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, CA 90067; Thomas Lotterman, Bingham McCutchen LLP, 2020 K Street NW, Washington, DC 20006-1806; Kenneth Klee, Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067; and Robert Yalen, AUSA, U.S. Attorney’s Office - SDNY, 86 Chambers St., 3rd Floor, New York, NY 10028, so as to be so filed and received by no later than May 15, 2014 at 4:00 p.m. (Prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that only those responses or objections that are timely filed, served and received will be considered. PLEASE TAKE FURTHER NOTICE that the Honorable Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York has scheduled a hearing to address this matter on MAY 28, 2014, AT 11:00 A.M., ONE BOWLING GREEN, NEW YORK, NY, 10004-1408. PLEASE TAKE FURTHER NOTICE that any objecting parties are required to attend the hearing and that failure to appear may result in relief being granted upon default. FOR MORE INFORMATION OR TO ACCESS THE SETTLEMENT AGREEMENT AND RELATED DOCUMENTS, please call (from the U.S. and Canada) (877) 709-4747, or call (for remaining international callers) (424) 236-7228 or visit http://www.kccllc.net/TronoxKerrMcGeeSettlement.
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