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United States Bankruptcy Court Southern District of New York 09-50026-mg Doc 9943 Filed 03/29/11 Entered 03/29/11 12:49:09 Main Document Pg 1 of 2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) MOTORS LIQUIDATION COMPANY, ) Case No. 09-50026 (REG) ) f/k/a/ GENERAL MOTORS CORP., ) Jointly Administered ) Debtor. ) ) ORDER GRANTING AND APPROVING THE NON-OWNED SITE CONSENT DECREE AND ENVIRONMENTAL SETTLEMENT AGREEMENT Upon the Motion of the Debtors for an Order Approving the Consent Decree and Settlement Agreement Between the United States of America and the Debtors (“Debtors’ Approval Motion”) and the Motion of the United States of America (the “United States”) for entry of an Order to Approve the Consent Decree and Environmental Settlement Agreement Among the Debtors and the United States (the “Approval Motion”)1; and it appearing that the relief requested is in the best interests of Debtors’ estates, its creditors and other parties in interest; and the Court having jurisdiction to consider the Approval Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Approval Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and notice of Debtors’ Approval Motion having been filed by Debtors on March 22, 2011, and deemed adequate and appropriate under the circumstances; and after lodging of the Non-Owned Site Settlement Agreement with this Court on March 4, 2011, and publication of the Non-Owned Site 1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Approval Motion. 09-50026-mg Doc 9943 Filed 03/29/11 Entered 03/29/11 12:49:09 Main Document Pg 2 of 2 Settlement Agreement in the Federal Register for public comment; and the Court having reviewed the United States’ memorandum of law in support of the Approval Motion responding to public comments submitted to the United States concerning the Non-Owned Site Settlement Agreement; and the Court having determined that the legal and factual bases set forth in the Approval Motion establish just cause for the relief granted herein; and upon all of the proceedings before the Court and after due deliberation and sufficient cause appearing therefore, it is hereby 1. ORDERED that the Approval Motion is granted; and it is further 2. ORDERED that the Non-Owned Site Settlement Agreement is hereby approved as fair, reasonable and consistent with environmental law; and it is further; 3. ORDERED that the parties to the Non-Owned Site Settlement Agreement are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order; and it is further 1. ORDERED that the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further 2. ORDERED that this Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. New York, New York s/ Robert E. Gerber Date: March 29, 2011 United States Bankruptcy Judge 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: ) ) Case No. 09-50026 (REG) MOTORS LIQUIDATION COMPANY, et al., ) Chapter 11 f/k/a General Motors Corp., et al., ) (Jointly Administered) ) Debtors. ) ENVIRONMENTAL RESPONSE TRUST CONSENT DECREE AND SETTLEMENT AGREEMENT AMONG DEBTORS, THE ENVIRONMENTAL RESPONSE TRUST ADMINISTRATIVE TRUSTEE, THE UNITED STATES, THE STATES OF DELAWARE, ILLINOIS, INDIANA, KANSAS, MICHIGAN, MISSOURI, NEW JERSEY, NEW YORK, OHIO, WISCONSIN, COMMONWEALTH OF VIRGINIA, THE LOUISIANA DEPARTMENT OF ENVIRONMENTAL QUALITY, THE MASSACHUSETTS DEPARTMENT OF ENVIRONMENTAL PROTECTION, THE DEPARTMENT OF ENVIRONMENTAL PROTECTION OF THE COMMONWEALTH OF PENNSYLVANIA AND THE SAINT REGIS MOHAWK TRIBE TABLE OF CONTENTS I. DEFINITIONS ...............................................................................................................6 II. JURISDICTION ..........................................................................................................11 III. PARTIES BOUND; SUCCESSION AND ASSIGNMENT .......................................11 IV. PURPOSES AND FORMATION OF THE ENVIRONMENTAL RESPONSE TRUST ....................................................................................................11 Funding Adjustments .......................................................................................17 Appointment and Duties of the Administrative Trustee ..................................22 Environmental Response Trust Administration and Accounts ........................24 a. Cleanup and Redevelopment Managers ...............................................24 b. Approval of Annual Cleanup Budgets and Emergency Environmental Actions ........................................................................26 c. Administrative Funding Account .........................................................29 d. Cushion Funding Account ...................................................................32 e. Minimum Estimated Property Funding Accounts and Reductions ......35 f. Reserve Property Funding Accounts and Reductions ..........................36 g. Transfer of Excess Funds in Property Funding Accounts ...................37 . GM-IFG Syracuse Site .....................................................................................37 Sale or Transfer of Environmental Response Trust Property ..........................38 Notice of the Sale .............................................................................................38 Criteria for the Sale ..........................................................................................38 Proceeds from the Sale .....................................................................................39 Cleanup as Part of the Sale ..............................................................................39 GMNA Car – Wilmington Site ........................................................................40 Protections from Future Environmental Liability ............................................41 Coordination of Redevelopment and the Environmental Action .....................43 Sales of Property After Execution of Settlement Agreement But Prior to the Effective Date ........................................................................................44 Audits of the Environmental Response Trust ..................................................45 Completion of Environmental Actions ............................................................45 Access to Property ...........................................................................................46 Existing Financial Assurance in Massachusetts ..............................................46 Existing Financial Assurance in Illinois ..........................................................47 Existing Financial Assurance in Michigan ......................................................47 Disposition of Estate Assets Upon Termination of Trust ................................48 Miscellaneous Provisions.................................................................................49 V. ALTERNATIVE DISPUTE RESOLUTION ..............................................................53 VI. OUTSTANDING OBLIGATIONS .............................................................................53 VII. COVENANTS NOT TO SUE .....................................................................................55 Financial Assurance .........................................................................................56 VIII. RESERVATION OF RIGHTS AND REGULATORY AUTHORITY ......................59 IX. CONTRIBUTION PROTECTION ..............................................................................63 X. PUBLIC COMMENT ..................................................................................................64 XI. JUDICIAL APPROVAL .............................................................................................65 XII. PLAN ...........................................................................................................................65 XIII. RETENTION OF JURISDICTION .............................................................................65 XIV. EFFECTIVENESS OF SETTLEMENT AGREEMENT ............................................66 XV. SIGNATORIES/SERVICES .......................................................................................66 ATTACHMENT A – Environment Response Trust Property Funding for Environmental Actions ATTACHMENT B – Properties with Existing and Prospective Contracts for Demolition Activities ATTACHMENT C – Environmental Response Trust Agreement ATTACHMENT D – Motors Liquidation Company Bonds and Insurance Instruments for Owned Properties ii ENVIRONMENTAL RESPONSE TRUST CONSENT DECREE AND SETTLEMENT AGREEMENT WHEREAS, this Environmental Response Trust Consent Decree and Settlement Agreement (the “Settlement Agreement”) is made and entered as of the ___ day of ____, 2010, by and among MOTORS LIQUIDATION COMPANY (“MLC”), formerly known as General Motors Corporation (“General Motors Corp.”), Remediation and Liability Management Company, Inc. (“REALM”) and Environmental Corporate Remediation Company, Inc. (“ENCORE”) (collectively the “Debtors”); the UNITED STATES OF AMERICA (the “United States”); the States of DELAWARE, ILLINOIS, INDIANA, KANSAS, MICHIGAN, MISSOURI, NEW JERSEY, NEW YORK, OHIO, VIRGINIA and WISCONSIN and the LOUISIANA DEPARTMENT OF ENVIRONMENTAL
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