MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 123 ATTACHMENT D GOVERNANCE RIGHTS AGREEMENT AGREEMENT, dated as of July 20, 1993 among Manville Personal Injury Settlement Trust (the *frust"); Robert A. Falise, Louis Klein, Jr., Prank J. Macchiarola and Christian E. Markey, Jr. in their capacities as Trustees of the Trust (the "frustees"); Frederick M. Baron, Esq. of Dallas, Texas, Ronald L. Motley, Esq. of Charleston, South Carolina, and Robert B. Steinberg, Esq. of Los Angeles, California, in their capacities as the Selected Counsel for the Beneficiaries (the "SCB") appointed pursuant to the Manville Corporation Second Amended and Restated Plan of Reorganization; and the law firms named on the signature pages hereof as CR Counsel (collectively, the "CR Counsel"), in their capacities as attorneys for the class representatives (the "Class Representatives") of the class of plaintiffs (the "Class") in the action (the "Class Action") titled Findley et al. v. Blinken et _al., C.A. No. 90-3973 (E.D.N.¥.) and CA. No. 90-7158 (S.D.N.¥.), pending before the United States District Courts for the Eastern and Southern Districts of New York (the "Courts"). WHEREAS, on November 28, 1988, the Manville Personal Injury Settlement Trust Agreement (as amended by the First, Second, Third, Fourth and Fifth Amendments thereto and as the same may hereafter be further amended, the “Trust Agreement") was executed and the Trust was thereby created; and WHEREAS, the Trust Agreement provides that certain actions may be taken only after consultation with the SCB; and WHEREAS, on November 19, 1990, a Stipulation of Settlement was entered into by the parties to the Class Action and subsequently approved by the Courts (the "Stipulation of Settlement") providing, inter alia, that the xights and duties of all Class members and the rights and duties of the Trust and Trustees with respect to Class members were to be governed by the terms of a document titled “Trust Distribution Process" appended to and incorporated in the Stipulation of Settlement as Exhibit A thereto (the *"TDP"), All capitalized terms used but not defined ’in this Agreement have the meanings ascribed to them in the Glossary rere] a part of Exhibit B to the Stipulation of Settlement; an124 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D Cont. WHEREAS, the TDP provided inter alia, that certain actions (including, without limitation, amendment of the TDP or documents executed between the Company and the Trust) may be taken by the Trust only with the concurrence of the ScB; and WHEREAS, the Stipulation of Settlement was expressly conditioned upon the entry of a Final Order approving the terms thereof; and the United States Court of Appeals for the Second Circuit has vacated the Courts’ Memorandum, Order and Final Judgment approving the Stipulation of Settlement and has remanded the Class Action to the Courts by opinion dated December 4, 1992, as modified upon rehearing by opinion dated May 5, 1993 (the "Appellate Decisions"); and WHEREAS, as a result of the Appellate Decisions, the Stipulation of Settlement and the TDP will not become effective and, at the direction of the Courts, the parties have entered into negotiations for a new Trust Distribution Process to modify the terms of the TDP in a manner consistent with the Appellate Decisions (the “New TDP"); and WHEREAS, the Master Agreement entered into by the Trust and the Company pursuant to the Stipulation of Settlement provides that the Master Agreement, the Amended and Restated Supplemental Agreement and the Bond Exchange Agreement may not be modified, supplemented or amended without the approval of the Class Representatives; and the Mastex Agreement will terminate in accordance with its terms upon the Appellate Decisions becoming a Final Order; and WHEREAS, on June 28, 1993, the SCB filed objections {the “SCB Objections") with the Courts to the Trust's Application for an Order approving the Account of the Trustees and the Financial Statements of the Trust for the Period January 1, 1992 throngh December 31, 1992 (the "Sixth Accounting"); and WHEREAS, in the context of the negotiations referred to above, the parties have reached agreement with respect to the scope of the concurrence and consultation rights of the SCB and the Class Representatives and with respect to the matters covered by the SCB Objections; and the parties wish to set forth herein the terms of such agreement.MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 125 ATTACHMENT b Cont. NOW, THEREFORE, the parties hereto do hereby agree as follows: 1. Governance Rights, Notwithstanding anything to the contrary contained in the TDP or in any agreement or other document granting to the SCB, the Class Representatives, CR Counsel or their respective counsel, agents or representatives (collectively, the “Plaintiff Parties") any Eight of consultation, concurrence, approval or consent (collectively, “Governance Rights"), the parties hereby agree that, effective as of the date hereof and so long as there are SCB appointed and functioning in substantially their Present legal capacity, the Governance Rights of the Plaintiff Parties shall be as follows: (a) Extraordinary Financial Transactions by the Mrust. The SCB will have the right to be consulted (as defined in Section 1(h) below) with respect to extraordinary financial transactions to which the Trust is a party. The term “extraordinary financial transaction" refers to any transaction to which the Trust is a party that is not in the ordinary course of business of the Trust and that could have a material impact on the Trust’s financial condition, including, without limitation, any sale or other disposition by the Trust of all or substantially all of its shares of the Company’s Common Stock, any termination or modification of the Trust's profit-sharing right under Section 2.03 of the Amended and Restated Supplemental Agreement, any sale or other disposition of all or substantially all of the Trust's assets and any approval by the Trust of the sale by Manville of all or substantially all of its assets; provided, however, that the term “extraordinary transaction" shall not include any transaction involving the investment or reinvestment of Trust assets in accordance with the Trustees’ investment powers as set forth in the Trust Agreement or any transaction Which is provided for {n the Bond Prepayment Agreement between the Trust and the Company (the "Bond Prepayment, Agreement’), and the Plaintiff Parties shall have no Governance Rights with respect to the matters referred to in this proviso. (b) Amendment of TDP. After the terms of the New ‘TDP have been agreed upon by the parties hereto (it being understood that all terms to be included in the New TDP with respect to Governance Rights of the Plaintiff Parties have been agreed upon by the parties as specifically set forth herein) and have been approved by the Courts, any amendment126 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D Cont. of the New TDP will require the concurrence (as defined in Section 1(h) below) of the SCB. (ce) nt_o t. 0: lemental Agreement. ‘The Trust and the Trustees hereby agree that they will not enter into any amendment of the Trust Agreement or the Amended and Restated Supplemental Agreement without the concurrence (as defined in Section 1(h) below) of the SCB, which concurrence shall not be unreasonably withheld or delayed. If the Trust believes that the SCB are unreasonably withholding or delaying such concurrence, the Trust shall have the right, at its option, either: (i) to seek an Order from the Courts permitting the Trust to make such amendment without the concurrence of the SCB, and if such Order is granted and becomes final and nonappealable, the Trust shall have the right to make such amendment without such concurrence; or (ii) to request that the dispute he resolved pursuant to the procedure for final and binding resolution of disputes involving concurrence of the SCB provided in Paragraph J of the August 5, 1993 draft of the New TDP as modified by the terms of Exhibit D hereto (the "Paragraph J ADR Process"); and in the case of a request pursuant to this clause (ii), the following terms shall apply: (A) the SCB, the Trust and the Special Advisor to the Trust shall cause the dispute resolver to be selected within five days after such request is made, in accordance with clauses (i) through (v) of Paragraph J of the New TDP; (B) it shall be a condition to the selection of such dispute resolver that he/she agree to render his/her determination within ten days of his/her selection to act as dispute resolver for such dispute; and (Cc) the SCB and the Trust shall jointly direct such dispute resolver (and shall each use best efforts to cause and st such dispute resolver) to make his/her final and binding determination, and to notify the parties thereof, within ten days after such selection is made. If the Trust believes that any concurrence required pursuant to this Section 1(c) is being unreasonably withheld or delayed, it reserves the right to refuse to pay the fees and expenses of counsel to the SCB in connection therewith (including, without limitation, counsel fees and expenses incurred in connection with any opposition or challenge by the SCB or their clients to the action(s) with respect toMEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 127, ATTACHMENT D Cont. which such concurrence is being withheld or delayed); provided, however, that if the SCB obtain an Order from the Courts directing the Trust to pay such fees and expenses on the ground that the Trust’s refusal to do so is improper and such Order becomes final and nonappealable (or if the Trust elects to have the dispute concerning such concurrence resolved pursuant to the Paragraph J ADR Process as provided in clause (ii) of this Section 1(c) and the dispute is resolved in favor of the SCB), the Trust will pay such fees and expenses as are specified’in such final and nonappealable Order (or in the determination made by the dispute resolver). Notwithstanding the foregoing, the SCB hereby acknowledge that they have been consulted with respect to, and hereby grant their consent to, (i) the First Amendment of the Amended and Restated Supplemental Agreement as provided for in the Bond Prepayment Agreement, a copy of which is annexed hereto as Exhibit A and (ii) the Sixth Amendment, as defined in Section 3(a) below. (d) Ordinary Business Matters. None of the plaintiff Parties shall have any Governance Rights with respect to the ordinary business operations of the Trust (including, without limitation, any investment or other activities conducted by the Trust in accordance with the terms of the Trust Agreement) or the Company or any of its subsidiaries (collectively, the "Manville Companies"). (e) Dividends. Without limiting the terms of paragraph (d) above, none of the Plaintiff Parties shall have any Governance Rights with respect to the declaration and/or payment of any dividends or other distributions in respect of the capital stock of any of the Manville Companies or with respect to any ancillary actions required for or in connection with the declaration or payment of any such dividend. (2) of Financial Advisors. None of the Plaintiff Parties shall have any Governance Rights with respect to the Trust’s selection, dismissal or replacement of, or the terms under which the Trust engages, its financial or investment advisors; and the SCB hereby confirm that neither the SCB nor any of their counsel, agents or representatives on their behalf shall henceforth have any right to withdraw their prior consent to the engagement of Goldman, Sachs & Co. to provide financial and investment advice and other services to the Trust. In the event that in the future the SCB disagree with or are otherwise dissatisfied with the advice received from the Trust’s “5+128 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D Cont. financial or investment advisors with respect to any matter as to which the 'SCB have concurrence rights, the SCB may notify the Trust in writing that they are withholding their concurrence with respect to such matter on such ground, setting forth the reasons for their disagreement or dissatisfaction, whereupon either the Trust or the SCB shall have the right to request that the dispute with respect to such concurrence be resolved pursuant to the Paragraph J ADR Process. If it is determined in the Paragraph J ADR Process that there is a reasonable basis for the SCB’s disagreement or dissatisfaction with such financial or investment advice, the SCB shail have the right to appoint their own financial or investment advisor to review the disputed issue, and in such case the reasonable fees and expenses of such’ financial or investment advisor shall be paid for by the Trust; subject, however, to the terms of the proviso to the second ‘paragraph of the "Monetization of Assets" section of Paragraph G of the New TDP as such proviso is set forth in Part III of Exhibit D hereto, (g) Qther Governance Rights. The SCB shall have the other consultation or concurrence rights expressly set forth in the Trust Agreement on the date hereof and in the August 5, 1993 draft of the New TOP as modified in accordance with Exhibit D hereto. (hy Nature of Consultation and Concurrence; Extent of RB: The terms "consult" and “consultation” refer to he tttie ving procedures With respect te ehy aeper relating to the Trust as to which the SCB have the right to be consulted pursuant to the terms hereof or the rights referred to in Section 1(g) hereof, the Trust shall provide to the SCB, through their counsel, as mich advance notice of such matter as is reasonably practicable in the circumstances. Upon such notice, the Trust will provide the SCB with such reasonable access to experte retained by the Trust and to the Trust staff as the SCB may reasonably request during the time that the Trust is considering such matter and will provide the SCB with the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such matter with one or more Trustees and senior management of the Trust. In determining when to give such advance notice to the SCB with respect to a matter as to which the SCB have such consultation rights, the Trust will take into consideration the time required for the SCB, if they so wish, to engage and consult with their own independent financial or investment advisor as to such matter and to ask the Trust whether the Trust would be willing to bear the cost of suchMEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 129 ATTACHMENT D Cont. engagement and consultation (it being expressiy understood and agreed that ‘the Trust shall have no obligation or duty of any kind whatsoever to bear any such coat or otherwise to provide any such independent financial or investment advice). Unless the Trust shall, in its sole and absolute discretion, expressly elect in writing to bear some or all of such cost, any Such engagement of or consultation with financial or investment advisors shall be at the SCB’s sole cost and expense The terms "concur" and "concurrence" refer to the unconditional consent (expressed to the Trust in writing, if requested by the Trust, in form and substance reasonably satisfactory to the Trust) to a Trust action or decision as described by the Trust in its request for such concurrence, which consent is given in accordance with the Concurrence Procedures set forth in Paragraph J of the August 5, 1993 draft of the New TDP as modified by the terms of Exhibit D hereto, The Plaintiff Parties shall have no Governance Rights other than those referred to in this Section 1. 2. SCB Objections. (a) Compensation of Trustees for Service as 2 ~ Pursuant to the Sixth Amendment, the Trust will require that, commencing on October 1, 1993, any Trustee who at the request of the Trust serves concurrently as a director of any corporation in which the Trust directly or indirectly holds an equity or debt investment (a "Trustee-Director”} will instruct the corporation to pay directly to the Trust all meeting fees and annual retainers which the Trustee-Director is entitled to receive in his or her capacity as director of such corporation, so long as such Trustee remains both a Trustee and a director of such corporation. For the foregoing purposes, any person who is serving concurrently as a Trustee of the Trust and a director of Manville Corporation, Riverwood International Corporation or any Other majority~ owned subsidiary of Manville Corporation (each, a “Manville Company") will, so long as the Trust continues’ to own more than 50% of the outstanding common stock of Manville Corporation, be conclusively presumed to be serving as a director of’such Manville Company at the request of the Trust. The Plaintiff Parties agree that Trustee-Directors may be compensated for their service as directors of such corporations, and may be reimbursed for the out-of-pocket costs and expenses incurred by them in connection with such service, in the manner and the amounts provided in the Sixth Amendment.130 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 (b) Withdrawal of SCB Objections. The SCB hereby agree to withdraw the SCB Objections by filing with the Courts a Withdrawal in the form attached hereto as Exhibit B by no later than the close of business on the business day following the date on which this Agreement is executed by the SCB and the Trust. The Plaintiff Parties further irrevocably agree not to make any objection to the Sixth Accounting or to assert against the Trust or the Trustees in any manner whatsoever any of the objections contained in the SCB Objections (whether in relation to the Sixth Accounting or otherwise), so long as neither the Trust nor the Trustees are in breach of the terms of this Agreement. ek Ler on. (a) Promptly after the execution and delivery of this Agreement by all parties hereto, the Trust shall execute and deliver, and shall use best efforts to procure that the Company execute and deliver, the Sixth Amendment to Manville Personal Injury Settlement Trust Agreement in substantially the form annexed hereto as Exhibit C (the "Sixth Amendment"), The SCB and the CR Counsel each hereby acknowledge and confirm that they have been consulted with respect to the Sixth Amendment and that they consent to the terms thereof. (b) The New TDP that will be proposed and supported by all of the parties hereto shall contain the provisions provided for in Exhibit D hereto. Each of the parties hereto agrees not to seek to include in the New TDP anything that is inconsistent with the terms of this Agreement, including, without limitation, any further Governance Rights for any of the Plaintiff Parties. (c) The terms of this Agreement shall be effective and binding upon the parties hereto as of the date of this Agreement and shall be deemed to supersede any prior agreement, document or understanding with respect to Governance Rights that is inconsistent with such terms. 4. Authorization. ‘The undersigned SCB and CR Counsel each hereby represent and warrant that they are authorized to enter into this Agreement and, in the case of the CR Counsel, to bind the Class hereby (subject to court approval of any proposed settlement). Undersigned counsel for the Trust represents that the Trust has duly resolved to enter into this Agreement and that he has been duly authorized to execute this Agreement on behalf‘ of the Trust.MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 131 ATTACHMENT D Cont. 5. Miscellaneous. (a) This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the matters provided for herein, All prior negotiations between and among the parties are merged into this Agreement, and there are no promises, agreements, undertakings, yepresentations or warranties, oral or written, expressed or implied, between or among the parties other than as herein set forth. (b) This Agreement shall not be amended, altered, or otherwise changed except by a writing signed by the party against whom enforcement of such amendment, alteration or change is sought. (c} This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including successor Selected Counsel for the Beneficiaries and successor attorneys for the Class. (d) This Agreement may be executed in counterparts, including counterparts exchanged by telecopier. Bach counterpart shall be an original, but all counterparts together shall constitute one instrument. (e) This Agreement, and all rights and duties of the parties hereunder, shall be governed by the laws of the State of New York, without regard to the choice of laws principles applied in such jurisdiction. IM WITNESS WHEREOF, the undersigned parties have executed this Agreement es of the date and year first written above. MANVILLE PERSONAL INJURY SETTLEMENT TRUST132 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D_ Cont. GOVERNANCE RIGHTS SIDE AGREEMENT AGREEMENT, dated as of February 26, 2001 among Manville Personal Injury Settlement Trust (the “Trust’); Robert A. Falise, Louis Klein, Ir, Frank J. Macchiarola and Christian E. Markey, Jr, in their capacities as Trustees of the Trust (the “Trustees”); Frederick M. Baron, Esq. of Dallas, Texas, Ronald L. Motley, Esq. of Charleston, South Carolina, and Robert B. Steinberg, Esq, of Los Angeles, California, in their capacities as the Selected Counsel for the Beneficiaries (the “SCB") appointed pursuant to the Manville Corporation Second ‘Amended and Restated Plan of Reorganization; and Leslie Gordon Fagen, in his capacity as the ‘Legal Representative of the Future Claimants (the “Legal Representative”), ‘WHEREAS, the Trast, the Trustees, the SCB and the other parties named therein are parties to the Governance Rights Agreement, dated as of July 20, 1993 (the “Governance Rights Agreement”); and WHEREAS, the Governance Rights Agreement provides that certain actions may be taken only after consultation with or concurrence of the SCB; and ‘WHEREAS, the parties hereto believe the Legal Representative should be treated in the same manner as the SCB for purposes of the Governance Rights Agreement. NOW, THEREFORE, the parties hereto do hereby agree as follows: 1, Governance Rights. (@) Extraordinary Financial Transactions by the Trust. The Legal Representative will have the right to be consulted (as defined in Section 1(g) below) with respect to extraordinary financial transactions to which the Trust isa party. The term “extraordinary financial transaction” shall refer to such term as defined in Section 1(a) of the Governance Rights Agreement. (©) Amendment of TDP. Any amendment of the New TDP will require the concurrence (as defined in Section 1(g) below) of the Legal Representative, The Trust and the ‘Trustee hereby agree that they will not eater into any emendai t of the Trust Agreement, as amended, or the Amended and Restated Supplemental Agreement, as amended, without the concurrence of the Legal Representative, which concurrence shall not be unreasonably withheld or delayed. If the Trust believes that the Legal Representative is unreasonably withholding or delaying such concurrence, the Trust shall have the right, tits option, either: (to seek an Order from the Courts or Court permitting the Trust to make such amendment without the concurrence of the Legal Representative, and if such Order is granted and becomes final and nonappealable, the Trust shall have the right to make such amendment without such concurrence; orMEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D Cont. (i) to request thet the dispute be resolved pursuant to the procedure for final and binding resolution of disputes involving concurrence of the Legal Representative provided in Paragraph J of the New TDP (substituting in any such cave the words “Legal Representative” for "SCB”) and in the case of @ request pursuant to this clause (ji) the following terms shall apply: (A) the Legal Representative, the SCB, the Trust and the Special Advisor to the Trust shall ‘cause the dispute resolver to be selected within five days after such request is made, in accordance with clauses (j) through (¥) of Paragraph J of the New TDP (adding in any such case the words and the “Legu] Representative” after the ‘words “SCB"); ) it shall be a condition to the selection of such dispute resolver that he/she agree to render his/her determination within ten days of his/her selection to act as dispute resolver for such dispute; and (C) the Legal Representative and the Trust shall jointly direct such dispute resolver (and shall cach use best efforts to cause and assist such dispute resolver) to make his/her final and binding determinstion, and to notify the parties thereof, within ten days after such selection is made. 1 the Trust believes that any concurrence required pursuant to this Section 1(c) is being unreasonably withheld or delayed, it reserves the right to refuse to pay the fees and expenses of counsel to the Legal Representative in connection therewith (including, without imitation, counsel fees and expenses incurred in connection with any opposition or challenge by the Legal Representative or its clients tothe action(s) with respect to which such concurrence is being withheld or delayed); provided, however, that if the Legal Representative obtains an Order from the courts directing the Trust to pay such fees and expenses on the ground that the Trust's refusal to do so is improper and such Order becomes final and nonappealable (or if the Trust elects to have the dispute concerning such concurtence resolved pursuant to the Paragraph J ADR Process as provided in clause (i) of this Section 1(c) and the dispute is resolved in favor of the Legal Representative), the Trust will pay such fees and expenses as are specified in such final and noneppealable Order (or inthe determination made by the dispute resolver). (@) Ordinary Business Matters. The Legal Representative shall not have any Governance Rights with respect to the ordinary business operations of the Trust (including, without limitation, any investment or other activities conducted by the Trust in accordance with the terms of the Trust Agreement) or the Manville Companies. (©) Dividends. Without limiting the terms of paragraph (4) above, the Legal Representative shall not have any Governance Rights with respect to the declaration and/or payment of any dividends or other distributions in respect of the capital stock of any of the Manville Companies or with respect to any ancillary actions required for or in connection with the declaration or payment of any such dividend. (© Selection of Fizancial Advisors, The Legal Represeatative shall not have any Governance Rights with respect to the Trust’s selection, dismissal or replacement of, or the terms under which the Trust engages, its financial or investment advisors, In the event 2 139134 MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 ATTACHMENT D_ Cont. that the Legal Representative disagrees with or is otherwise dissatisfied with the advice received from the Trust's financial or investment advisors with respect to any matter 2s to which the Legal Representative has concurrence rights, the Legal representative may notify the ‘Trust in writing thet he is withbolding his concurrence with respect to such matter on such ground, setting forth the reasons for his disagreement or dissatisfaction, whereupon either the Trust or the Legal Representative shall have the right to request that the dispute with respect to such concurrence be resolved pursuant to the Paragraph J ADR Process. If itis determined in the Paragraph J ADR Process that there is a reasonable basis for the Legal Representative's disagreement or dissatisfaction with such financial or iavestment advice, the Legal ‘Representative shall have the right to appoint his own financial or investment advisor to review ‘the disputed issue, and in such case the reasonable fees and expenses of such financial or investment advisor shall be paid for by the Trust; subject, however, to the terms of the proviso to the second paragraph of the “Monetization of Assets” section of Paragraph G of the New ‘TDP. (g) _ Nature of Consultation and Concurrence: Extent of Rights. The terms “consult” and “consultation” refer to the following procedure: With respect to any matter relating to the Trust as to Which the Legal Representative has the right to be consulted pursuant ‘to the terms hereof, the Trust shall provide to the Legal Representative as much advance notice of such matter as is reasonably practicable in the circumstances. Upon such notice, the Trust will provide the Legal Representative with such reasonable access to experts retained by the ‘Trust and to the Trust staif as the Legal Represestative may reasonably request during the time that the Trust is considering siich matter and will provide the Legal Representative with the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such matter with one or more Trustees and senior management of the Trust. in determining when to give such advance notice to the Legal Representative with respect to a matter as to which the Legal Representative has such consultation rights, the Trust will take into consideration the time required for the Legal Representative, ifhe so wishes, to engage and consult with his owa independent financial of investment advisor as to such matter and to ask the Trust whether the Trust would be willing to bear the cost of such engagement and ‘consultation (it being expressly understood and agreed that the Trust shall have no obligation or duty of any kind whatsoever to bear any such cost or otherwise to provide any such independent financial or investment advice). Unless the Trust shal, in its soit and absolute discretion, expressly elect in writing to bear some or all of such cost, any such engagement of or consultation with financial or investment advisors shall be at the Legal Representative’s sole cost and expense. ‘The terms “goncur" and “concurrence” refer to the unconditional consent (expressed to the Trust in writing, if requested by the Trust, in form and substance reasonably satisfactory to the Trust) to a Trust action or decision as described by the Trust in its request for such concurrence, Which consent is given in accordance with the Concurrence Procedures set forth in Paragraph J of the August 5, 1993 draft of the New TDP.MEALEY'S ASBESTOS BANKRUPTCY CONFERENCE 2002 135 ATTACHMENT D. Cont. 2. Authorization, The undersigned Legal Representative and the SCB each hereby reptesent and warrant that they are authorized to enter into this Agreement. Undersigned ‘Trustees represent that the Trust has duly resolved to enter into this Agreement and that they have been duly authorized to execute this Agreement on behalf ofthe Trust. 3. Miscellaneous. (8) This Agreement, together with the Governance Right: Agreement, embodies the entire agreement and understanding of the parties hereto with tespect to the ratters provided for herein. All prior negotiations between and among the parties are merged into this Agreement, and there are no promises, agreements, undertakings, representations ot ‘warranties, oral or writen, expressed or implied, between or among the parties other than as herein set forth and in the Governance Rights Agreement. (b) This Agreement shall not be amended, altered, or otherwise changed except by a writing signed by the party against whom enforcement or such amendment, alteration or ckange is sozght. (©) _ This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including suocessor Selected Counsel for the Beneficiaries, successor attorneys for the Class and successor Legal Representatives, (4) This Agreement may be executed in counterparts, including counterparts ‘exchanged by telecopier. Bach counterpart sball be an original, but all counterparts together shall constitute one instrument. (©) This Agreement, and all rights and duties of the parties hereunder, shall be governed by the laws of the State of New York, without regard to the choice of laws principles applied in such jurisdiction, 4 ( Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Governance Rights Agreement.