BRUNE & RICHARD LLP

Susan E. Brune
Theresa Trzaskoma
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION
Sander L. Esserman (Admission Pro Hac Vice pending)
Andrea L. Niedermeyer (Admission Pro Hac Vice pending)
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Proposed Counsel for Samuel Issacharoff in his Capacity

As the Proposed Future Claimants’ Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------------------- x
In re: :
: Chapter 11
T H AGRICULTURE & NUTRITION, L.L.C., :
Case No. 08-14692(REG)
:
Debtor. :
--------------------------------------------------------------------------- x

DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OF

DEBTOR’S MOTION FOR AN ORDER APPOINTING A LEGAL REPRESENTATIVE
FOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS

I, Samuel Issacharoff, do declare and say the following:

1. I am over the age of 18 years, and am competent and otherwise qualified to make

this Declaration. Unless otherwise stated in this Declaration, I have personal knowledge of the

facts set forth herein.

 2. I submit this Declaration in support of T H Agriculture & Nutrition, L.L.C.’s

(“THAN” or the “Debtor”) motion (the “Motion”)1 for an order pursuant to sections 105(a) and

524(g) of the Bankruptcy Code, appointing a legal representative to represent and protect the

interests of future holders of Asbestos PI Claims (the “Future Claimants’ Representative”) on the

terms and conditions set forth in the Motion.

3. I am a graduate of Yale Law School and currently the Bonnie and Richard Reiss

Professor of Constitutional Law at New York University School of Law at 40 Washington

Square South, 411J, New York, New York 10012.

4. I have experience in the field of mass torts, including asbestos-related personal

injury litigation. I am the Reporter on Aggregate (class-action) Litigation for the American Law

Institute, and have represented various constituents, including plaintiffs’ attorneys, corporations

and insurance companies, in mass tort litigation. I have also published several works with

respect to class action lawsuits and aggregate settlements. A copy of my curriculum vitae is

annexed to this Declaration.

5. Except as otherwise set forth in this Declaration, to the best of my knowledge I do

not have any connection with or any interest adverse to THAN, its creditors, other known

parties-in-interest, including Philips Electronics North America Corporation (“PENAC”),

THAN’s corporate parent, and Elementis Group B.V., (or their attorneys or accountants) or the

United States Trustee (or any person employed by the United States Trustee). I believe I am

“disinterested,” as that term is defined in section 101(14) of the Bankruptcy Code, for the

purpose of serving as the Future Claimants’ Representative in this chapter 11 case.

1
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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 6. To the best of my knowledge, I have not had any professional association with

any law firms representing potential claimants to the Asbestos PI Trust to be established under

the Debtor’s proposed Plan in any matter relating to asbestos personal injury liability. The only

exception was my service as special master in the Cimino litigation in the early 1990’s. In that

matter, I worked directly for Judge Robert Parker and did not work for any of the plaintiffs’

firms.

7. I have been co-counsel in non-asbestos cases on a handful of occasions with the

following law firms that may represent clients who may have claims against the Asbestos PI

Trust to be established under the Debtor’s proposed Plan in this case: Baron and Budd, P.C.;

Stanley, Mandel & Iola, LLP; and Weitz & Luxenberg, PC. It is possible that some other

plaintiffs’ firms have been associated in cases in which I have served in some capacity, but I am

not aware of those at present. I have also been an expert witness on behalf of some law firms on

matters pertaining to class certification or attorneys’ fees in cases unrelated to asbestos.

8. My only prior connection to any asbestos-related bankruptcy matter came in Pope

v. Rice, 04 Civ 4171 (SDNY) in which I represented Joseph F. Rice, Ronald L. Motley and

Motley Rice LLC in a suit brought against them in connection with the Combustion Engineering

asbestos bankruptcy case.

9. The representations described above do not relate to or involve, and will not relate

to or involve, any matter concerning the Debtor in this case or any other matter relating to this

case.

10. In approximately April 2007, THAN asked me to serve as the Future Claimants’

Representative in conjunction with the discussions of a potential plan of reorganization for

THAN under chapter 11 of the Bankruptcy Code that would be proposed if THAN was to decide

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at a later stage to seek bankruptcy relief. In connection therewith, THAN asked me to

familiarize myself generally with the insurance, business affairs, assets and liabilities of THAN

and its affiliates and conduct any other due diligence I might deem appropriate in my role as

Future Claimants’ Representative; and thereafter, to be prepared to negotiate a plan of

reorganization as the Future Claimants’ Representative should THAN decide to proceed with a

chapter 11 filing.

11. I agreed to so serve and THAN selected me pursuant to an engagement letter

dated April 19, 2007 (the “Engagement Letter”), a copy of which is attached to the Motion as

Exhibit A. The terms of the Engagement Letter are intended to govern my retention as the

Future Claimants’ Representative both prior to and, subject to approval by the Court, after the

Commencement Date.

12. Prior to assuming the role of Future Claimants’ Representative, I had no

association, relationship with, or other connection to THAN or any affiliate of THAN, and have

never represented any plaintiff, defendant or insurer in any asbestos-related litigation against

THAN, PENAC or Elementis, or any of their respective current or former affiliates.

13. In connection with my engagement as Future Claimants’ Representative, I

selected the law firm of Brune & Richard LLP to serve as my counsel, Sander L. Esserman, Esq.

and his law firm, Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation to serve

as my general bankruptcy counsel, The Claro Group, LLC to serve as my insurance consultant

and Duff & Phelps LLC to serve as my financial consultant. I also retained Hamilton,

Rabinovitz & Alschuler, Inc. (now known as Hamilton, Rabinovitz & Associates, Inc.) to act as

my expert for the purpose of evaluating the Asbestos PI Claims against THAN. Each of the

foregoing named professionals was retained pursuant to separate engagement letters. I have filed

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or will be filing papers to retain each of these professionals in the Debtor’s bankruptcy case. I

understand that THAN’s estate will reimburse these professionals directly for their reasonable

fees and expenses incurred in the scope of their employment, subject to any necessary Court

approvals.

14. Pursuant to the Engagement Letter, THAN will, among other things, indemnify

and agree to defend and hold harmless me and my employees and professionals, (the

“Indemnified Parties”), to the fullest extent authorized by Delaware law, from and against any

losses, claims, damages, or liabilities (or actions in respect thereof) to which any Indemnified

Party may become subject as a result of or in connection with my rendering services related to

my duties as Future Claimants’ Representative, and will promptly reimburse any Indemnified

Party for all reasonable costs and expenses (including reasonable counsel fees and expenses) as

they are incurred in connection with the investigation of, preparation for or defense arising from

any threatened or pending claim, whether or not such Indemnified Party is a party to the claim

and whether or not such claim, action or proceeding is initiated or brought by, or on behalf of,

THAN. To the extent THAN is unable to satisfy and promptly pay in a timely manner the

foregoing obligations, PENAC agrees that it will be liable under the guarantee or by law, statute

or otherwise. THAN and PENAC will not be obligated to indemnify any Indemnified Party,

however, if it is determined by final judicial order that such party’s losses, claims, damages, or

liabilities were caused by fraud, gross negligence or willful misconduct by the Indemnified Party

in performing its obligations set forth under the Engagement Letter.

15. Since my engagement as proposed Future Claimants’ Representative, my

professionals and I have conducted an investigation concerning the background, nature and

scope of THAN’s liability for Asbestos PI Claims in order to negotiate a global settlement that

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would be fair and equitable to, among others, the Future Asbestos Claimants. This investigation

has included, among other things, a review of the facts concerning THAN’s historical

involvement with asbestos; the nature and extent of past and pending asbestos litigation against

THAN, including the types of claims asserted and the legal issues raised; analysis of THAN’s

assets and liabilities; the projected value of present and future Asbestos PI Claims; and the extent

to which insurance and other THAN assets may be available to satisfy these liabilities in whole

or in part. My professionals and I also examined the potential for recovery by claimants

asserting asbestos-related claims against PENAC, or some other affiliate of THAN, based upon a

variety of legal theories, including derivative liability theories.

16. This analysis included submitting THAN multiple written requests for documents

and information and reviewing the more than 200,000 pages of documents and deposition

transcripts provided by THAN in response thereto. Further, my professionals traveled on several

occasions to THAN’s document repository in Bonner Springs, Kansas to review additional

materials. On September 14, 2007, my professionals, at my direction, interviewed various

employees of THAN and its affiliates, regarding the financial and corporate tax documents of

THAN and of PENAC. Additionally, THAN, PENAC, and their respective counsel met with me

and my professionals on multiple separate occasions to discuss various issues related to the

Future Asbestos Claimants, including the status of the document review and analysis, claims

valuation, and THAN’s insurance. My professionals met with THAN’s counsel to discuss the

prepetition claims review process conducted by Verus Claims Services, LLC.

17. With the assistance of my professionals, I negotiated the terms of the global

settlement embodied in the Plan on behalf of the Future Asbestos Claimants. I believe my

B-6
professionals and I have fulfilled in good faith the responsibility to represent the Future Asbestos

Claimants’ interests in these negotiations.

18. In connection with my prepetition representation of the Future Asbestos

Claimants, and as provided in the Engagement Letter, I was compensated by THAN at my

current rate of $700.00 per hour plus reimbursement of customary out-of-pocket expenses. As a

condition to serving as Future Claimants’ Representative, I requested from THAN, and was

provided, a retainer (the “Retainer”) in the amount of $50,000.00. The Retainer was held as

security for payment of my fees and expenses and does not earn interest. After submitting my

monthly bills to THAN, I satisfied the amounts owing to me from the Retainer. THAN then

replenished the Retainer, and paid to me any additional amounts owing. As of the

Commencement Date, all of my outstanding invoices for services provided through the

Commencement Date have been satisfied. Accordingly, I am not a creditor of the Debtor.

Pursuant to the Engagement Letter, and subject to Court approval, THAN has agreed to

compensate me for my post-petition services at my current standard hourly rate of $700.00 per

hour, subject to upward adjustment at the commencement of each calendar year, plus

reimbursement of customary out-of-pocket expenses.

19. No promises have been made to me regarding compensation in connection with

this case other than as disclosed herein and in the Motion. In accordance with Rule 2016 of the

Federal Rules of Bankruptcy Procedure, I disclose that I have no agreement with any other entity

to share with such entity, any compensation received by me in connection with this case.

20. I will continue to monitor my connections to the Debtor, other creditors, or any

other party-in-interest, their respective attorneys and accountants, the United States Trustee, or

any person employed in the office of the United States Trustee to ensure that no conflicts or

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other disqualifying circumstances exist or arise and will promptly file supplemental disclosures

as needed.

21. As stated, I was a participant on behalf of the Future Asbestos Claimants in the

prepetition negotiation of the global settlement that is reflected in the Plan. Through

participation in the negotiations regarding the terms of the global settlement I have become

familiar with the interests and priorities of the other major constituents in this case: the Debtor,

the Asbestos Claimants Group, and PENAC. I have both the professional qualifications and

case-specific knowledge required to fully and adequately represent the interests of the Future

Asbestos Claimants.

22. I consent to entry of an Order with respect to my appointment as Future

Claimants’ Representative upon the terms set forth in the Motion and subject to the terms of the

Engagement Letter.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on this 24th day of November, 2008, in Cambridge, Massachusetts.

/s/ Samuel Issacharoff

Samuel Issacharoff

B-8
SAMUEL ISSACHAROFF
New York University School of Law
40 Washington Square South
New York, NY 10012
(212) 998-6580, Fax: (212) 995-4590
email: si13@nyu.edu

ACADEMIC EXPERIENCE

New York University School of Law

@ Bonnie and Richard Reiss Professor of Constitutional Law (2005 - )

@ Visiting Professor (2004-2005)

Harvard Law School

@ Samuel Williston Visiting Professor (Fall 2008)

Columbia Law School

@ Harold R. Medina Professor in Procedural Jurisprudence (2001 - 2005)

@ Professor (1999 - 2001)
@ Visiting Professor (1998-1999)

Oxford University

@ Astor Visiting Lecturer (June 2005)

Tel Aviv University

@ Visiting Professor (May-June 2006)

University of Texas School of Law

@ Joseph D. Jamail Centennial Chair in Law (1998-1999)

@ Charles Tilford McCormick Professor in Law (1994-1998)
@ Professor and Preston Shirley Faculty Fellow (1993-94)
@ Assistant Professor (1989-1993)

University of Pennsylvania Law School

@ Lecturer in Law (1986-1989)

Gerzensee Center for Law and Economics, Switzerland

@ Visiting Lecturer on Constitutional Law (May 2008)

Courses Taught: Civil Procedure, Employment Law, Law of Democracy, Constitutional Law,
Comparative Constitutional Law, Complex Litigation, Legal Process, Profession of Law

1
 EDUCATION

Yale Law School, J.D. 1983

@ Editor, Yale Law Journal.

Graduate Center, City University of New York

@ Graduate studies in Labor History (1976-77).
@ University Fellowship, l976.

Universite de Paris, l975-76

State University of New York at Binghamton, B.A. 1975

@ Major in History.

PROFESSIONAL EXPERIENCE

@ Guerrieri, Edmond & James, Washington, D.C. (1988-1993)

Of counsel, handling special litigation for labor law firm. Representing International Association
of Machinists against Eastern Airlines in $1.5 billion RICO action and challenge to corporate
asset transfers.

@ Lawyers' Committee for Civil Rights Under Law, Washington, D.C. (l985-1988)
Staff attorney with Voting Rights Project (served as Acting Director of Voting Rights Project,
1985-86). Conducted voting rights litigation and other civil rights case work throughout the U.S.
Served as co-counsel, lead counsel or consultant at all levels of federal practice, from District
Court to U.S. Supreme Court.

@ Kirschner, Walters, Willig, Weinberg & Dempsey, Associate, Phila., PA. (l985)
Union labor law practice representing public and private employees in court, arbitration
and administrative proceedings.

@ Lawyers' Committee for International Human Rights (l984)

Received J. Roderick MacArthur Fellowship to represent Lawyers' Committee in Argentina and
Uruguay. Worked with Centro de Estudios Legales y Sociales in Buenos Aires on issues
concerning transition from dictatorship to civilian government and prosecutions of former
military rulers.

@ United States Court of Appeals for the Third Circuit (l983-84)

Law Clerk to Honorable Arlin M. Adams.

2
 PUBLICATIONS

Articles

@ Private Claims, Aggregate Rights. 2008 Supreme Court Rev. ______ (forthcoming 2009).

@ Democracy in Times of War, ___ OXFORD J. LEGAL STUDIES _____ (forthcoming 2009).

@ The Constitutional Logic of Campaign Finance Regulation, ___PEPPERDINE. L. REV. ______

(forthcoming 2009).

@ Will Aggregate Litigation Come to Europe?, ___ VANDERBILT L. REV. _____ (forthcoming
2009)(with Geoffrey P. Miller).

@ Meriwether Lewis, the Air Force, and the Surge: The Problem of Constitutional Settlement, 12
LEWIS & CLARK L. REV. 649 (2008).

@ Class Action Settlements Under Attack, 156 U. PENN L. REV. 1649 (2008)(with Richard.A Nagareda).

@ Democracy and Collective Decisionmaking,, 6 INT’L J. CONSTITUTIONAL LAW 231 (2008).

@ Fragile Democracies, 120 HARV. L. REV. 1405 (2007).

@ Protected from Politics: Diminishing Margins of Electoral Competition in U.S. Congressional

Elections, 68 OHIO ST. L. REV. 1121 (2007)(with Jonathan Nagler).

@ Regulating After The Fact, 56 DEPAUL L. REV. 375 (2007).

@ Backdoor Federalization, 53 UCLA L. REV. 1353 (2006)(with Catherine M. Sharkey).

@ Credit Card Accountability, 73 UNIV. CHICAGO L. REV.157 (2006)(with Erin F. Delaney).

@ Settled Expectations in a World of Unsettled Law, 106 COLUM. L. REV. 1839 (2006).

@ Getting Beyond Kansas, 74 UMKC L. REV. 613 (2006).

@ Law, Rules and Presidential Selection, 120 POLITICAL SCIENCE QUARTERLY 113(2005).

@ Collateral Damage: The Endangered Center in American Politics, 46 WILLIAM & MARY L. REV. 415
(2004).

@ The American Law of Repose, 23 CIVIL JUSTICE QUARTERLY 324 (2004).

@ Where to Draw the Line: Judicial Review of Political Gerrymanders, 153 PENN L. REV. 541
(2004)(with Pamela S. Karlan).

@ The Elusive Search for Constitutional Integrity: A Memorial for John Hart Ely, 57 STANFORD L.
REV.727 (2004).

3
@ Is Section 5 of the Voting Rights Act a Victim of Its Own Success?, 105 COLUM. L. REV. 1710 (2004).

@ The Inevitability of Aggregate Settlements: An Institutional Account of American Tort Law, 57

VANDERBILT L. REV.1571 (2004)(with John Fabian Witt).

@ Constitutionalizing Democracy in Fractured Societies, 82 TEXAS L. REV. 1861 (2004).

@ Constitutionalizing Democracy in Fractured Societies, 58 JOURNAL OF INTERNATIONAL AFFAIRS 73

(2004)(version of prior entry).

@ Throwing in the Towel: The Constitutional Morass of Campaign Finance, 3 ELEC. L. J. 259 (2004).

@ Owen Fiss and the Warren Court Legacy: Politics, Law, and the Struggle for Equal Protection, 58
MIAMI. L. REV. 35 (2003)(with Pamela S. Karlan).

@ Emergency Contexts Without Emergency Powers: The United States’ Constitutional Approach to
Rights During Wartime, 2 INT’L JOURNAL OF CONSTITUTIONAL LAW 296 (2004)(with Richard H.
Pildes).

@ Between Civil Libertarianism and Executive Unilateralism: An Institutional Process Approach to

Rights During Wartime, 5 THEORETICAL INQUIRIES IN LAW 1 (2003)(with Richard H.
Pildes)(overlaps with prior article).

@ The Enabling Role of Democratic Constitutionalism: Fixed Rules and Some Implications for
Contested Presidential Elections, 81 TEX. L. REV. 1985 (2003).

@ Regulation for Conservatives: Human Decision Making and the Case for “Asymmetric Paternalism,”
151 PENN. L. REV. 1211 (2003)(with Colin Camerer, George Loewenstein, Ted O’Donoghue, and
Matthew Rabin).

@ Gerrymanders and Political Cartels, 116 HARV. L. REV. 593 (2002).

@ Why Elections?, 116 HARV. L. REV. 684 (2002).

@ Preclusion, Due Process, and the Right to Opt Out of Class Actions, 77 NOTRE DAME L. REV. 1057
(2002)

@ The Content of Our Casebooks: Why Cases Get Litigated, 29 FL. ST. L. REV. 1265 (2002).

@ The Two Sides of Freedom of Expression, 1 REVISTA DE DERECHO 79 (Universidad de Montevideo –

2002).

@ “Shocked”: Mass Torts and Aggregate Asbestos Litigation After Amchem and Ortiz, 80 U. TEX. L.
REV. 1925 (2002).

@ Political Judgments, 68 U. CHI. L. REV. 637 (2001).

@ Law and Misdirection in the Debate Over Affirmative Action, 2002 UNIV. OF CHICAGO LEGAL FORUM
11.

4
@ Can Process Theory Constrain Courts?, 72 U. COL. L. REV. 923 (2001)(with Michael C. Dorf).

@ Race and Campaign Finance Reform, 79 N. CAR. L. REV. 1523 (2001).

@ The Difficult Path From Observation to Prescription, 77 N. Y. U. L. REV 36 (2002).

@ Behavioral Decision Theory at the Court of Public Law, 87 CORNELL L. REV. 671 (2002).

@ Governance and Legitimacy in the Law of Class Actions, 1999 SUPREME COURT REVIEW 187.

@ Private Parties With Public Purposes: Political Parties, Associational Freedoms, and Partisan
Competition, 101 COLUM. L. REV. 274 (2001).

@ Introduction to Symposium: The Structures of Democratic Governance, 100 COLUM. L. REV. 593
(2000).

@ Oversight of Regulated Political Markets, 24 HARV. J. L & PUB. POL’Y 91 (2000).

@ The Vexing Problem of Reliance in Consumer Class Actions, 74 TULANE. L. REV. 1633 (2000).

@ Discrimination with a Difference: Can Employment Discrimination Law Accommodate the

Americans with Disabilities Act?, 79 NORTH CAROLINA L. REV. 307 (2001)(with Justin Nelson).

@ The Hydraulics of Campaign Finance Reform, 77 TEX. L. REV. 1705 (1999)(with Pamela Karlan).

@ Governing through Intermediaries, 85 VIRGINIA L. REV. 1627 (1999)(with Daniel Ortiz).

@ Standing and Misunderstanding in Voting Rights Law, 111 HARV. L. REV. 2276 (1998)(with Pamela
Karlan).

@ Can Affirmative Action Be Defended?, 59 OHIO ST. L. J. 669 (1998).

@ Can There Be a Behavioral Law and Economics?, 51VANDERBILT L. REV. 1729 (1998).

@ Group Litigation of Consumer Claims: Lessons of the American Experience, 34 TEX. INT’L L. J. 135
(1999).

@ Politics as Markets: Partisan Lockups of the Democratic Process, 50 STANFORD L. J. 643

(1998)(with Richard Pildes).

@ Creating Convergence: Debiasing Biased Litigants, 22 J. OF LAW AND SOCIAL INQUIRY 913
(1998)(with Linda Babcock and George Loewenstein).

@ Is Age Discrimination Really Age Discrimination?: The ADEA's Unnatural Solution, 72 N.Y.U. L.
REV. 780 (1997)(with Erica Worth Harris).

@ Class Action Conflicts, 30 U. C. DAVIS L. REV. 805 (1997).

@ The Constitutional Contours of Race and Politics, 1995 SUPREME COURT REVIEW 45.

5
@ Contracting For Employment: The Limited Return of the Common Law, 74 TEXAS LAW REVIEW 1783
(1996).

@ Identifying the Harm in Racial Gerrymandering Claims, 1 MICH. J. OF RACE & LAW 47 (1996)(with
Thomas C. Goldstein).

@ Supreme Court Destabilization of Single-Member Districts, 1995 UNIV. OF CHICAGO LEGAL FORUM
205.

@ Unintended Consequences of Mandatory Disclosure, 73 TEXAS L. REV. 753 (1995)(with George

Loewenstein).

@ Groups and the Right to Vote, 44 EMORY L. J. 869 (1995)

@ Women and the Workplace: Accommodating the Demands of Pregnancy, 95 COL. L. REV. 2154
(1994)(with Elyse Rosenblum).

@ Race and Redistricting: Drawing Constitutional Lines after Shaw v. Reno, 92 MICHIGAN LAW
REVIEW 588 (1993)(with T. Alexander Aleinikoff).

@ Biased Judgments of Fairness in Bargaining, 85 AMERICAN ECONOMIC REVIEW 1337 (1995)(with L.

Babcock, G. Loewenstein, and C. Camerer).

@ Judging Politics: The Elusive Quest for Judicial Review of Political Fairness, 71 TEXAS LAW REVIEW
1643 (1993).

@ Source Dependence in the Valuation of Objects, 7 JOURNAL OF BEHAVIORAL DECISIONMAKING 157

(1994)(with G. Loewenstein)

@ Polarized Voting and the Political Process: The Transformation of Voting Rights Jurisprudence, 90
MICH. L. REV. 1833 (1992).

@ When Substance Mandates Procedure: Martin v. Wilks and the Rights of Vested Incumbents in Civil
Rights Consent Decrees, 77 CORNELL L. REV. 189 (1992).

@ Self-Serving Assessments of Fairness and Pretrial Bargaining, 22 JOURNAL OF LEGAL STUDIES 135
(1992)(with George Loewenstein, Colin Camerer, Linda Babcock).

@ The Census Undercount and Minority Representation: The Constitutional Obligation of the States to
Guarantee Equal Representation, 13 REVIEW OF LITIGATION 1 (1993)(with Allan J. Lichtman).

@ Administering Damage Awards in Mass-Tort Litigation, 10 REV. OF LITIG. 463 (1991).

@ Black/White Voter Registration Disparities in Mississippi: Legal and Methodological Issues in

Challenging Bureau of Census Data, 7 J. LAW & POLITICS 525 (1991)(with Allan J. Lichtman).

@ Second Thoughts About Summary Judgment, 100 YALE L.J. 73 (1990)(with George Loewenstein).

@ Dictatorship on Trial: Prosecution of Human Rights Violations in Argentina, 10 YALE J. INT'L LAW
118 (1985) (with E. Mignone and C. Estlund).

6
@ Note, Making the Violation Fit the Remedy: The Intent Standard and Equal Protection Law, 92 YALE
L.J. 328 (1982).

Review Essays

@ Bearing the Costs, Review of M. Kelman, STRATEGY OR PRINCIPLE?: THE CHOICE BETWEEN
REGULATION AND TAXATION, 53 STAN. L. REV. 519 (2000).

@ Contractual Liberties in Discriminatory Markets, Review of R. Epstein, FORBIDDEN GROUNDS, 70

TEX. L. REV. 1219 (1992).

@ Reconstructing Employment, Review of P. Weiler, GOVERNING THE WORKPLACE: THE FUTURE OF

LABOR AND EMPLOYMENT LAW, 104 HARV. L. REV. 607 (1990).

Books

@ CIVIL PROCEDURE (Foundation Press, 2005).

@ CIVIL PROCEDURE (Foundation Press, 2d. edition, 2008).

@ THE LAW OF DEMOCRACY: LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan and
Richard Pildes)(Foundation Press, 1998).

@ THE LAW OF DEMOCRACY: LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan and
Richard Pildes)(Foundation Press, 2d. edition, 2001).

@ THE LAW OF DEMOCRACY: LEGAL STRUCTURE OF THE POLITICAL PROCESS (with Pamela Karlan and
Richard Pildes)(Foundation Press, 3d. edition, 2007).

@ WHEN ELECTIONS GO BAD: THE LAW OF DEMOCRACY AND THE PRESIDENTIAL ELECTION OF 2000
(with Pamela Karlan and Richard Pildes)(Foundation Press, 2001).

@ WHEN ELECTIONS GO BAD: THE LAW OF DEMOCRACY AND THE PRESIDENTIAL ELECTION OF 2000
(with Pamela Karlan and Richard Pildes)(Foundation Press, 2d. edition, 2001).

@ PARTY FUNDING AND CAMPAIGN FINANCING IN INTERNATIONAL PERSPECTIVE (with K.D. Ewing)
(Hart Press, Oxford, 2006).

Book Chapters

@ The Institutional Dimension of Consumer Protection, in NEW FRONTIERS OF CONSUMER PROTECTION:

COMBINING PRIVATE AND PUBLIC ENFORCEMENT (F. Cafaggi & H.-W. Micklitz, eds)
(forthcoming 2008)(with Ian Samuel).

7
@ A Cosmopolitan Judge for a Cosmopolitan Era: An Essay in Honor of Carl Baudenbacher, in
ECONOMIC LAW AND JUSTICE IN TIMES OF GLOBALIZATION: FESTSCHRIFT FOR CARL
BAUDENBACHER 131 (M. Monti, N. Liechtenstein, B. Vesterdorf, J. Westbrook, L. Wildhaber,
eds)(2007).

@ Supreme Court Preemption: The Contested Middle Ground of Products Liability, in FEDERAL
PREEMPTION: STATES’ POWERS, NATIONAL INTEREST 194 (Richard A. Epstein & Michael S.
Greve, eds.) (2007) (with Catherine Sharkey).

@ Does Section 5 of the Voting Rights Act Still Work?, in THE FUTURE OF THE VOTING RIGHTS ACT (D.
Epstein, R. Pildes, R. de la Garza, S. O’Halloran, eds., Russell Sage, 2006).

@ Compensation for the Victims of September 11 in THE HANDBOOK OF REPARATIONS (P. De Grieff,
ed., Oxford 2006) (with Anna Morawiec Mansfield).

@ Legal Regulation of Conflict of Interest, in CONFLICTS OF INTEREST: PROBLEMS AND SOLUTIONS IN

LAW, MEDICINE, AND ORGANIZATIONAL SETTINGS (M. Bazerman, G. Loewenstein, & D. Moore,
eds., Cambridge Univ. Press, 2005).

@ Baker v. Carr in Context, in CONSTITUTIONAL LAW STORIES 297-323 (M. Dorf, ed., Foundation
Press, 2004) (with Stephen Ansolabehere).

@ Too Much Lawyering, Too Little Law, in THE REFORM OF CIVIL PROCEDURE, (A.A.S. Zuckerman &
R. Cranston, eds., Oxford Univ. Press, 1995).

@ Bargaining Impediments and Settlement Behavior (with Charles Silver and Kent Syverud), in
DISPUTE RESOLUTION: BRIDGING THE SETTLEMENT GAP, Anderson, ed., JAI Press, 1996).

@ The Redistricting Morass, in AFFIRMATIVE ACTION AND REPRESENTATION, (A. Peacock, ed.,
Carolina Acad. Press, 1997).

@ Litigating for Equality of Political Opportunity, in J. Lobel, ed., CIVIL RIGHTS LITIGATION AND
ATTORNEY FEES ANNUAL HANDBOOK (Clark, Boardman, 1987).

Reports, Other Publications, and Current Manuscripts

@ “The Law of Politics,” 95 GEO. L. J. 1369 (2007).

@ “Declarative Sentences: Congress Has the Power to Make and End War – Not Manage It," SLATE
MAGAZINE, March 5, 2007 (with Noah Feldman).

@ “Create a National Voter Registration List,” BOSTON REVIEW, Vol. 31, No. 5, Sept-Oct. 2006, at 21.

@ “Democracy Isn’t Built On One Election Alone,” WASHINGTON POST, Jan. 23, 2005, at B01.

@ “In Real Elections, There Ought to Be Competition,” NEW YORK TIMES, Feb. 16, 2002, at A19.

@ "The Court’s Legacy for Voting Rights," NEW YORK TIMES, DEC. 14, 2000, at A39.

8
@ “Charles Alan Wright: The Scholar as Lawyer,” in A TRIBUTE: CHARLES ALAN WRIGHT, THE MAN
AND THE SCHOLAR (2000).

@ "Due Process," INTERNATIONAL ENCYCLOPEDIA OF THE SOCIAL AND BEHAVIORAL SCIENCES

(2000).

@ "Political Fairness and Judicial Review," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION

(1998).

@ "Not By ‘Election Law’ Alone,” 32 LOYOLA L. REV. 1173 (1999)(with Richard Pildes).

@ "The Census and the Constitution," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION (1998).

@ "Electoral Districting, Fairness and Judicial Review,” ENCYCLOPEDIA OF THE AMERICAN

CONSTITUTION (1998).

@ "Age Discrimination," ENCYCLOPEDIA OF THE AMERICAN CONSTITUTION (1998)(with E. Harris).

@ "The Destruction of Public Funding," TEXAS LAWYER, May 12, 1997, at 20 (with David Horan).

@ "All for One," THE NEW REPUBLIC, Nov. 18, 1996, at 10 (with Richard Pildes).

@ "No Place for Political Gerrymandering," TEXAS LAWYER, Aug. 5, 1996 (with Richard Pildes).

@ "Racial Gerrymandering in a Complex World: A Reply to Judge Sentelle," 45 CATH. U. LAW REV.
1257 (1996).

@ "Should There Be Rules of Procedure?," Leiden University, Institute of Anglo-American Law,

Clifford Chance Distinguished Lecture Series (Feb. 1995).

@ "Conference: The Supreme Court, Racial Politics, and the Right to Vote: Shaw v. Reno and the Future
of the Voting Rights Act, 44 AMERICAN UNIV. L. REV. 1 (1994).

@ "A Highly Visible Bloodletting," AUSTIN AMERICAN STATESMAN, Oct. 2, 1994 (Op-ed piece on
redistricting).

@ "Race and Redistricting," 2 RECONSTRUCTION, No. 3 (1994).

@ "The State of Voting Rights Law," 3 ISSUES IN NATIONAL AFFAIRS No. 1 (1993)(Paper prepared for
the American Jewish Committee).

@ "Remedial Options for the Selection of the Texas Judiciary," Report prepared for settlement
negotiations in LULAC/Houston Lawyers' Association v. State of Texas, Jan. 14, 1993,

@ "Adjusting Census Data For Reapportionment: An Independent Role for the States," TEXAS LAWYER,
March 18, 1991 (with A. Lichtman).

@ "The 37.5 Percent Solution: 'Limited Voting' Could Rescue Judiciary," TEXAS LAWYER, March 5,
1990.

9
@ "The Texas Judiciary and the Voting Rights Act: Background and Options," Report prepared for the
Texas Policy Research Forum (1989).

@ "The Generals Give Back Uruguay," Human Rights Report of the Lawyers' Committee for
International Human Rights (1985)(with C. Estlund).

AMERICAN LAW INSTITUTE

@ Draft Reports, Principles of the Law of Aggregate Litigation, 2004-2008

SELECTED LECTURES

@ BROWN UNIVERSITY, THE JANUS LECTURE, September 17, 2008: Was the New Deal A Good Deal?
New Deal Constitutionalism Reexamined

@ OXFORD UNIVERSITY, THE HART MEMORIAL LECTURE, May 6, 2008: Democracy in Times of War

@ LEWIS & CLARK LAW SCHOOL, HIGGINS LECTURE, March 19, 2008: Meriwether Lewis, the Air Force,
and the Surge: The Problem of Constitutional Settlement

@ DRAKE LAW CENTER CONSTITUTIONAL LAW DISTINGUISHED LECTURE, November 8, 2007:

Democracy at War

@ JULIUS ROSENTHAL FOUNDATION SERIES LECTURES, Northwestern University School of Law, March
28 and 29, 2007: Fragile Democracies, and Contested Visions of Democracy

@ ASTOR VISITING LECTURE, Oxford University, June 8, 2005: When Rights Break Down: U.S.
Constitutional Responses in Times of National Security Crisis.

@ JAMES GOULD CUTLER LECTURE, William and Mary University School of Law, Feb. 19, 2004: The
Endangered Center in American Politics.

@ SIBLEY LECTURE, University of Georgia School of Law, March 16, 2000: Political Parties, the
Constitution and Democratic Competition.

@ MASON LADD LECTURE, Florida State University School of Law, March 15, 2000: Why Do Cases Get
Litigated?.

SELECTED PROFESSIONAL ACTIVITIES

@ FELLOW, American Academy of Arts and Sciences.

@ MEMBER, American Law Institute.

@ REPORTER, Project on Aggregate Litigation, American Law Institute.

@ MEMBER, Editorial Board, Foundation Press.

10
@ BOARD OF DIRECTORS, Brennan Center for Justice at NYU School of Law.

@ ADVISOR, Restatement Third Employment Law, American Law Institute.

@ MEMBER, Judicial Selection Task Force of the Texas Commission on Judicial Efficiency (1995-
1997).

@ LEGAL CONSULTANT, National Research Council, Panel on Census Requirements in the Year 2000
and Beyond (1993-1995).

@ CONSULTANT, State of Florida, Johnson v. DeGrandy, (1994) (Florida legislative redistricting

litigation).

@ COUNSEL to State of Texas for 1992 Redistricting in Richards v. Terrazas, No. 91-1270 (U.S.
Supreme Court), and Texas v. United States, No. 91-2383 (D.D.C.). (1992-1993).

@ SPECIAL MASTER TASKFORCE for Eastern District of Texas Asbestos Litigation, Cimino v. Raymark
Industries, Inc., 751 F.Supp. 649 (E.D. Tex. 1990). (1989-1990).

@ BOARD OF DIRECTORS, Lawyers' Committee for Civil Rights Under Law of Texas. (1991-1995);
Executive Committee of the Board of Directors (1993-1995).

@ COUNSEL to State of Texas and University of Texas Law School in Hopwood v. State of Texas and
Regents of the University of Texas System, No. 92 CA 563 (W.D. Texas, 1992)(challenge to
School of Law affirmative action admissions practices)(1992-2001).

11
 ACADEMIC AWARDS

@ Willis L. M. Reese Prize for Teaching, Columbia Law School 2004

Annual student-selected award to one faculty member

@ Texas Excellence Teaching Award in the School of Law, Univ. of Texas School of Law, 1994
Annual student-selected award to one faculty member

@ James W. Vick Texas Excellence Awards in Academic Advising, Univ. of Texas, 1994
University-Wide Award

@ Open Door Award, Univ. of Texas School of Law 1992

Law School Student Award

PERSONAL

@ Born: Sept. 15, 1954, Buenos Aires, Argentina

@ Married to Prof. Cynthia Estlund, New York University School of Law

@ Children: Jessica, Lucas

12
 UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------------------- x
In re: :
: Chapter 11
T H AGRICULTURE & NUTRITION, L.L.C., :
Case No. 08-______(___)
:
Debtor. :
--------------------------------------------------------------------------- x

ORDER APPOINTING A LEGAL REPRESENTATIVE

FOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS

Upon the motion dated November 24, 2008 (the “Motion”)1 of T H Agriculture &

Nutrition, L.L.C., as debtor and debtor in possession (the “Debtor”), seeking entry of an order

pursuant to sections 105(a) and 524(g) of title 11 of the United States Code (the “Bankruptcy

Code”), authorizing the appointment of Professor Samuel Issacharoff, Esq. (“Professor

Issacharoff”) to represent and protect the rights of persons who might assert, after the Court has

confirmed a plan of reorganization for the Debtor, claims or demands against the Debtor and/or

certain of its affiliates and related parties based on alleged exposure to asbestos (a “Future

Claimants’ Representative”), all as more fully set forth in the Motion; and upon the Declaration

of Steven A. Carlson Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern

District of New York in Support of First-Day Motions and Applications, sworn to on the

Commencement Date; and upon the declaration of Samuel Issacharoff, sworn to on November

22, 2008 (the “Issacharoff Declaration”); and the Court having jurisdiction to consider the

Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing

Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern

District of New York, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion

and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and

1
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Motion.

1
venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due notice of

the Motion having been provided to (i) the Debtor’s thirty largest unsecured creditors,

(ii) counsel for the Asbestos Claimants Group, (iii) counsel for the proposed Future Claimants’

Representative, (iv) the Office of the United States Trustee for the Southern District of New

York, (v) counsel for PENAC, and (vi) all the parties on the proposed master service list; and no

other or further notice of the Motion being necessary; and the relief sought in the Motion being

in the best interests of the Debtor, its estate and all parties in interest; and the Court having

reviewed the Motion and having heard the statements in support of the relief requested therein at

a hearing before the Court held and concluded on ______, 2008 (the “Hearing”); and the Court

having determined that the legal and factual bases set forth in the Motion, the Issacharoff

Declaration, and at the Hearing establish just cause for the relief granted herein; and upon all the

proceedings had before the Court and after due deliberation and sufficient cause appearing

therefor, it is

ORDERED that the Motion is hereby granted; and it is further

ORDERED that Professor Issacharoff is hereby appointed as the Future

Claimants’ Representative in this case, pursuant to Bankruptcy Code sections 105(a) and 524(g),

subject to the terms of this Order and the engagement letter attached hereto as Exhibit A (the

“Engagement Letter”), to protect the rights of persons who may, subsequent to any date of

confirmation of any chapter 11 plan of reorganization, assert demands (as defined in section

524(g)(5) of the Bankruptcy Code) against the Debtor and affiliated parties protected under any

channeling injunction issued in this case pursuant to section 524(g) of the Bankruptcy Code; and

it is further

ORDERED that the indemnification provisions set forth in paragraph 8 of the

Engagement Letter shall continue to apply and be fully enforceable according to their terms;

2
provided, however, that in no event shall the Debtor indemnify or release the Future Claimants’

Representative for any liability arising from any claims, obligations, rights, causes of action,

demands, suits, proceedings or liabilities based upon any act or omission arising out of the

Future Claimants’ Representative’s fraud, gross negligence or willful misconduct; and it is

further

ORDERED that the Future Claimants’ Representative shall be compensated at the

hourly rate established in accordance with (i) the terms of the Engagement Letter, (ii) the

payment procedures, if any, that are established by this Court, and (iii) section 330 of the

Bankruptcy Code; and it is further

ORDERED that the Future Claimants’ Representative may employ attorneys and

other professionals consistent with sections 327 and 330 of the Bankruptcy Code, subject to

approval of such employment by this Court and pursuant to the payment order procedures, if

any, established by this Court; and it is further

ORDERED that this Court shall retain jurisdiction with respect to any matters,

claims, rights or disputes arising from or related to the implementation of this Order; and it is

further
ORDERED that service of the Motion as provided therein shall be deemed good

and sufficient notice of such Motion.

Dated: New York, New York

____________ __, 2008

UNITED STATES BANKRUPTCY JUDGE

3
 EXHIBIT A

Engagement Letter
BRUNE & RICHARD LLP
Susan Brune
Theresa Trzaskoma
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION
Sander L. Esserman (Admitted Pro Hac Vice)
Andrea L. Ducayet (Admitted Pro Hac Vice)
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity

As the Court-Appointed Future Claimants’ Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------X
)
In re ) Chapter 11
) Case No. 08-14692 (REG)
T H AGRICULTURE & NUTRITION, L.L.C. )
)
Debtor. )
--------------------------------------------------------------X

SUPPLEMENTAL DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OF

DEBTOR’S MOTION FOR AN ORDER APPOINTING A LEGAL REPRESENTATIVE
FOR FUTURE ASBESTOS PERSONAL INJURY CLAIMANTS

I, Samuel Issacharoff, do declare and say the following:

1. I am over the age of 18 years, and am competent and otherwise qualified to make

this Supplemental Declaration. Unless otherwise stated in this Supplemental Declaration, I have

personal knowledge of the facts set forth herein.

¿0ñqN|)$* 0814692090410000000000001
!I½
BRUNE & RICHARD LLP
Susan Brune
Theresa Trzaskoma
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION
Sander L. Esserman (Admitted Pro Hac Vice)
Andrea L. Ducayet (Admitted Pro Hac Vice)
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity

As the Future Claimants’ Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------X
)
In re ) Chapter 11
) Case No. 08-14692 (REG)
T H AGRICULTURE & NUTRITION, L.L.C. )
)
Debtor. )
--------------------------------------------------------------X

DECLARATION OF SAMUEL ISSACHAROFF IN SUPPORT OF

CONFIRMATION OF FIRST AMENDED PREPACKAGED PLAN OF
REORGANIZATION OF T H AGRICULTURE & NUTRITION, L.L.C.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

I, Samuel Issacharoff, do declare and say the following:

1. I am over the age of 18 years, and am otherwise qualified to make this

declaration.

¿0ñqN|)%2 0814692090518000000000003
#E½
 2. I submit this declaration1 in support of confirmation of the First Amended

Prepackaged Plan of Reorganization of T H Agriculture & Nutrition, L.L.C. Under Chapter 11 of

the Bankruptcy Code (as may be amended or modified, the “Plan”) proposed by T H Agriculture

& Nutrition, L.L.C. (“THAN” or the “Debtor”).2 The opinions and conclusions stated herein are

based on my participation in this matter, as well as information provided to me by my

professionals, the Debtor, the Debtor’s counsel and the Debtor’s other professionals. Unless

otherwise stated, I have personal knowledge of the facts stated in this declaration.

3. I have reviewed and am generally familiar with the terms and provisions of the

Plan, the Plan Documents and the requirements of Section 524(g) of the Bankruptcy Code for the

issuance of the Asbestos PI Channeling Injunction and the establishment of an asbestos personal

injury trust to resolve THAN’s asbestos-related liabilities. Based on my work and on the efforts

of my professionals, as discussed more fully below, it is my opinion that the Plan is fair and

equitable in its treatment of holders of future Asbestos PI Claims (the “Future Asbestos

Claimants”), and that the Plan represents a reasonable resolution of the liabilities of THAN for

future Asbestos PI Claims (“Future Claims” or “Demands”).

PERSONAL BACKGROUND

4. I am a graduate of Yale Law School and currently the Bonnie and Richard Reiss

Professor of Constitutional Law at New York University School of Law. I have been a faculty

member at various other law schools including: University of Pennsylvania Law School where I

was a Lecturer in Law; the University of Texas School of Law where I was a Professor and

Preston Shirley Faculty Fellow from 1993 to 1994, the Charles Tilford McCormick Professor in

1
This declaration is in summary form and does not attempt to capture every detail of every topic addressed. I
reserve the right to revise, amend and/or supplement this declaration as appropriate in my judgment to address
other matters relating to plan confirmation.
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2
Law from 1994 to 1998, and the Joseph D. Jamail Centennial Chair in Law from 1998 to 1999;

and Columbia Law School where I was the Harold R. Medina Professor in Procedural

Jurisprudence from 2001 to 2005. I have also been a visiting professor/lecturer at several

schools including: the Gerzensee Center for Law and Economics, Switzerland, Tel Aviv

University, Oxford University and Harvard Law School.

5. I have experience in the field of mass torts, including asbestos-related personal

injury litigation. I have represented various constituents, including plaintiffs’ attorneys,

corporations, and insurance companies, in mass tort litigation.

6. I am the Reporter on Aggregate Litigation for the American Law Institute, a

member of the editorial board for the Foundation Press, and a Fellow with the American

Academy of Arts and Sciences. I am a frequent author and lecturer on many topics, including

complex litigation and class actions. Some of my relevant publications include: Class Action

Settlements Under Attack, 156 U. PENN L. REV. 1649 (2008)(with Richard A. Nagareda); The

Inevitability of Aggregate Settlements: An Institutional Account of American Tort Law, 57

VANDERBILT L. REV. 1571 (2004) (with John Fabian Witt); “Shocked”: Mass Torts and

Aggregate Asbestos Litigation After Amchem and Oritz, 80 U. TEX. L. REV. 1925 (2002); Class

Action Conflicts, 30 U.C. DAVIS L. REV. 805 (1997); and Administering Damage Awards in

Mass-Tort Litigation, 10 REV. OF LITIG. 463 (1991).

PRE-PETITION NEGOTIATIONS

7. In April 2007, THAN asked me to serve as the proposed Future Claimants’

Representative in connection with the negotiation of a potential plan of reorganization for THAN

under chapter 11 of the Bankruptcy Code for the purpose of protecting the rights of Future

Asbestos Claimants.

3
 8. I agreed to serve as the proposed Future Claimants’ Representative and my

engagement with THAN was memorialized in an engagement letter dated April 19, 2007, which

is attached as Exhibit A to the Debtor’s Motion for an Order Appointing a Legal Representative

for Future Asbestos Personal Injury Claimants [Docket no. 28].

9. To assist me with fulfilling my duties as the proposed Future Claimants’

Representative, I selected Sander L. Esserman, Esq. and his law firm, Stutzman, Bromberg,

Esserman & Plifka, A Professional Corporation to serve as my general bankruptcy counsel and

the law firm of Brune & Richard LLP to serve as additional counsel in particular specializing in

investigating matters; The Claro Group, LLC to serve as my insurance consultant; and Duff &

Phelps LLC to serve as my financial consultant. I also retained Hamilton, Rabinovitz &

Alschuler, Inc. (now known as Hamilton, Rabinovitz & Associates, Inc.) to act as my expert for

the purpose of evaluating the Asbestos PI Claims against THAN. In order to fulfill my

responsibilities as the Future Claimants’ Representative and in considering the terms of the Plan

and various matters relating to the confirmation of the Plan, I have relied and continue to rely on

the advice and counsel of my professionals.

10. The focus of my due diligence included all aspects of the Debtor’s background

and this Chapter 11 Case that could affect persons who may assert Demands in the future, and in

particular an assessment of whether the Plan’s proposed treatment of future Demands complies

with Section 524(g) of the Bankruptcy Code. Central to my involvement and that of the

professionals retained by me, was the question of whether the Plan provides for treatment of

future Demands and gives reasonable assurance of payment of such future Demands in a manner

that is substantially similar to the treatment provided for current Asbestos PI Claims.

4
 11. My professionals and I have conducted an investigation into the insurance,

business affairs, and assets and liabilities of THAN and its affiliates. This investigation focused

on an analysis of the background, nature and scope of THAN’s liability for Asbestos PI Claims

in order to negotiate a global settlement that would be fair and equitable to the Future Asbestos

Claimants. This investigation has included, among other things, a review of the facts concerning

THAN’s historical involvement with asbestos; the nature and extent of past and pending asbestos

litigation against THAN, including the types of claims asserted and the legal issues raised;

analysis of THAN’s assets and liabilities; the projected value of present and future Asbestos PI

Claims; and the extent that other THAN assets may be available to satisfy these liabilities in

whole or in part. My professionals and I also examined the potential for recovery by claimants

asserting asbestos-related claims against PENAC, or some other affiliate of THAN, based upon a

variety of legal theories, including derivative liability theories.

12. My professionals also met with THAN’s counsel to discuss and analyze the

prepetition claims review process conducted by Verus Claims Services, LLC. My professionals

reported to me the results of this review process and their evaluation of those results.

13. I have insisted that my professionals conduct comprehensive due diligence,

because I wanted to ensure that the interests of future asbestos personal injury claimants would

be protected vis-à-vis the interests of the Debtor, current asbestos claimants, the Debtor’s other

creditors and its insurance carriers. To stay up to date on all of these due diligence matters my

professionals and I have attended multiple meetings and conferences.

14. Prior to THAN’s solicitation of votes on the Plan, my professionals and I engaged

in negotiations with counsel for the Asbestos Claimants Group and representatives of THAN and

PENAC regarding the resolution of present and future Asbestos PI Claims against THAN (or

5
derivatively, against PENAC arising out of THAN’s conduct or products), the creation and

funding of the Asbestos PI Trust, the terms of the Asbestos PI Trust Distribution Procedures and

a number of other issues relating to the reorganization of THAN. These negotiations resulted in

the formulation of the Plan which includes the creation of an asbestos personal injury trust and a

channeling injunction pursuant to Section 524(g) of the Bankruptcy Code. The negotiations over

both the terms of the Plan and the Asbestos PI Trust Distribution Procedures were conducted in

good faith and at arm’s length.

15. My professionals and I have been involved in all aspects of this case potentially

affecting Future Asbestos Claimants. The focus of my work has been an assessment of whether

the Plan, the Asbestos PI Trust Agreement, and the Asbestos PI Trust Distribution Procedures

treat Future Asbestos Claimants fairly and equitably. I monitored and participated in those

aspects of the Debtor’s case that could potentially affect the rights of Future Asbestos Claimants.

THE PLAN

16. The primary purpose of the Plan is to resolve THAN’s liability for all Asbestos PI

Claims by channeling them to a trust pursuant to Section 524(g) of the Bankruptcy Code.

17. Pursuant to the terms of the Plan, two trusts will be established: the Parent Trust

and the Asbestos PI Trust. On the Effective Date, the Parent Trust will be created in accordance

with the Plan Documents and the Parent Trust Documents. The purpose of the Parent Trust is to

hold one-hundred percent (100%) of the membership interests of Reorganized THAN for the

benefit of the Parent Trust’s beneficiaries and to conduct a profit making business through

Reorganized THAN. On the Effective Date, the membership interests of PENAC and

Remediation Services in THAN will be cancelled and one-hundred percent (100%) of the

membership interests of Reorganized THAN shall be issued to and vest in the Parent Trust.

6
 18. On the Effective Date, the Asbestos PI Trust will also be created in accordance

with the Plan Documents, the Asbestos PI Trust Documents and Section 524(g) of the

Bankruptcy Code. The Asbestos PI Trust will be funded by cash contributions from both THAN

and PENAC in the aggregate amount of $900 million. In addition, on the Effective Date,

Reorganized THAN will execute and deliver a $1 million Promissory Note to the Asbestos PI

Trust. In order to secure payment of the Promissory Note, the Parent Trust shall execute a

Pledge Agreement granting the Asbestos PI Trust a security interest in one-hundred percent

(100%) of the outstanding membership interests of Reorganized THAN. The Asbestos PI Trust

will also be entitled to receive distributions from the Parent Trust in accordance with the terms of

the Parent Trust Documents.

19. As consideration for the assets enumerated above, the Asbestos PI Trust will

assume and be responsible for all liability for and payment of Asbestos PI Claims. All Asbestos

PI Claims will be resolved in accordance with the terms of the Asbestos PI Trust Agreement, the

Asbestos PI Trust Distribution Procedures, the Plan and the Confirmation Order. Pursuant to

Section 524(g) of the Bankruptcy Code and the Plan, an Asbestos PI Channeling Injunction will

enjoin holders of Asbestos PI Claims from pursuing their Asbestos PI Claims and future

Demands against Reorganized THAN, PENAC, and the other Asbestos Protected Parties.

20. The purpose of the Asbestos PI Trust is (a) to assume, liquidate and satisfy all

liabilities determined to arise from or relate to Asbestos PI Claims (whether existing as of the

Effective Date or arising at any time thereafter); (b) to use the Asbestos PI Trust Assets to pay

holders of Asbestos PI Claims in accordance with the Asbestos PI Trust Distribution Procedures

in such a way that such holders are treated fairly, equitably and reasonably in light of the assets

7
available to satisfy the claims; and (c) to otherwise comply in all respects with the requirements

of Section 524(g)(2)(B) of the Bankruptcy Code.

21. The contribution of the Asbestos PI Trust Assets to the Asbestos PI Trust

pursuant to the Plan provides a reasonable expectation that the Asbestos PI Trust will have

sufficient capital upon the Effective Date to begin processing Asbestos PI Claims expeditiously

and otherwise meet its financial commitments.

22. All present and future Asbestos PI Claims arising from the operations of THAN

will be resolved by, and if eligible, compensated exclusively from the Asbestos PI Trust. The

function and purpose of the Asbestos PI Trust and the Asbestos PI Channeling Injunction

provided for under Section 524(g) of the Bankruptcy Code are to enjoin the continuance of

current Asbestos PI Claims and the commencement of future asbestos-related Demands against

Reorganized THAN or any other party protected by the Asbestos PI Channeling Injunction. It

appears that THAN will likely be subject to substantial numbers of Asbestos PI Claims and

future Demands in the absence of the Asbestos PI Channeling Injunction. If prosecution of the

Asbestos PI Claims continued outside the procedures proposed in the Plan, such prosecution

would threaten the equitable treatment of such Asbestos PI Claims and future Demands. Absent

the Asbestos PI Trust and the Asbestos PI Channeling Injunction, holders of Asbestos PI Claims

would be forced to litigate their claims in the tort system and could be subject to its limitations

on recovery from THAN and others potentially responsible. Furthermore, without the Asbestos

PI Channeling Injunction THAN would be subject to a “race to the courthouse” whereby

THAN’s assets could be consumed by those claimants who first file suit, leaving little for Future

Asbestos Claimants.

8
 23. Since negotiating the Plan, my professionals and I have continued our due

diligence and monitored the activities of the Debtor and its affiliates.

24. Based on the due diligence that my professionals and I have conducted, I believe

that the treatment of Asbestos PI Claims and, more precisely, the funding of the Asbestos PI

Trust provided by the Plan, are fair and equitable to holders of Demands in light of the benefits

provided and to be provided to them by the beneficiaries of the Asbestos PI Channeling

Injunction, and that the Asbestos PI Trust will be in a position to pay present Asbestos PI Claims

and future Demands that involve similar claims in substantially the same manner.

THE ASBESTOS PI TRUST DISTRIBUTION PROCEDURES

25. In addition to the negotiations over the amount of consideration that would be

transferred to the Asbestos PI Trust and the structure of the Plan, my professionals and I engaged

in negotiations with counsel for the Asbestos Claimants Group (prior to the Commencement

Date, and the Official Committee of Unsecured Creditors following its appointment in the

Chapter 11 Case) and THAN over the terms of the Asbestos PI Trust Distribution Procedures.

Numerous provisions were negotiated and refined to provide final trust distribution procedures

that were acceptable to all concerned.

26. The Asbestos PI Trust Distribution Procedures are a set of rules that the Asbestos

PI Trust will use to receive, process and, if valid, pay Asbestos PI Claims. The processes set

forth in the Asbestos PI Trust Distribution Procedures provide a reasonable assurance that the

Asbestos PI Trust will value and be in a financial position to pay present Asbestos PI Claims and

future Demands that involve similar claims in substantially the same manner.

27. The Asbestos PI Trust Distribution Procedures further the goal of treating all

beneficiaries of the Asbestos PI Trust equitably by setting forth procedures for processing and

9
paying Asbestos PI Claims generally on an impartial, first-in-first-out (“FIFO”) basis, with the

intention of paying all holders of Asbestos PI Claims over time as equivalent a share as possible

of the value of their Asbestos PI Claims, based on historical values for substantially similar

claims in the tort system. To this end, the Asbestos PI Trust Distribution Procedures establish a

schedule of eight asbestos-related diseases, seven of which have presumptive medical and

exposure requirements, and specific liquidated values, and seven of which have both anticipated

average values and a cap on their liquidated values. The disease levels, medical and exposure

criteria, liquidated values, average values and maximum values have all been selected and

derived with the intention of achieving a fair allocation of the Asbestos PI Trust funds as among

claimants suffering from different diseases in light of the best available information considering

the settlement history of THAN and the rights claimants would have in the tort system absent

bankruptcy.

28. Asbestos PI Claims will initially be paid one-hundred percent (100%) of the

Asbestos PI Claim’s liquidated value (the “Initial Payment Percentage”). The Initial Payment

Percentage may thereafter be adjusted from time to time by the Asbestos PI Trust, with the

consent of the Asbestos PI Trust Advisory Committee and the Future Claimants’ Representative,

to reflect then-current estimates of the Asbestos PI Trust’s assets and liabilities, as well as the

then-estimated value of then-pending and future claims.

29. Requiring evidence that will satisfy the medical and exposure criteria set forth in

the Asbestos PI Trust Distribution Procedures is the principle mechanism by which meritorious

claims will be distinguished from claims lacking merit, and more serious claims from those that

are less serious. Because every dollar the Asbestos PI Trust spends on a non-meritorious or less

serious claim represents one less dollar that the Asbestos PI Trust otherwise would have to pay a

10
future meritorious or more serious claim, it was critically important to me that the Asbestos PI

Trust Distribution Procedures be formulated to exclude non-meritorious claims and assign lower

payment values to less serious claims.

30. After the liquidated value of an Asbestos PI Claim is determined by the Asbestos

PI Trust, the claimant will receive a pro rata share of that liquidated value based upon the then-

current payment percentage for such claims. As noted above, the Initial Payment Percentage is

one-hundred percent (100%). However, the Initial Payment Percentage can be changed if the

Asbestos PI Trustees, with the consent of the Asbestos PI Trust Advisory Committee and the

Future Claimants’ Representative, determine that the Initial Payment Percentage should be

changed to assure that the Asbestos PI Trust shall be in a financial position to pay present and

future holders of Asbestos PI Claims in substantially the same manner. Furthermore, the

Asbestos PI Trust Distribution Procedures require the Asbestos PI Trustees to reconsider the

then-applicable payment percentage at least once every three (3) years to assure that it is based

on accurate and current information. The Asbestos PI Trust Distribution Procedures thus provide

the Asbestos PI Trustees with the flexibility to modify the payment percentage over time based

upon updated information as to the assets and liabilities of the Asbestos PI Trust and its funds.

31. Based on the analyses provided by my professionals as well as my own

experience in this process, I believe that the Asbestos PI Trust Distribution Procedures are fair

and equitable in all respects and ensures that holders of future Demands will be treated in

substantially the same manner as holders of similar current Asbestos PI Claims.

TRUSTEES OF THE ASBESTOS PI TRUST

32. The following individuals have been designated as the trustees to manage and

operate the Asbestos PI Trust: Charles A. Koppleman, Executive Chairman of Martha Stewart

11
Living Omnimedia Inc.; David F. Levi, Dean of Duke Law School; and the Hon. Alfred M.

Wolin, former Chief Judge of the United States District Court for the District of New Jersey.

The proposed trustees are qualified and their appointment and continuance in the position of the

trustees is consistent with the interests of Future Asbestos Claimants.

33. Under the Plan, the Asbestos PI Trust Agreement, and the Asbestos PI Trust

Distribution Procedures, the role of the Future Claimants’ Representative continues during the

administration of the Asbestos PI Trust. The Asbestos PI Trustees will consult with the Future

Claimants’ Representative and the Asbestos PI Trust Advisory Committee on various matters

relating to, among other things, the implementation and administration of the Asbestos PI Trust

and the Asbestos PI Trust Distribution Procedures. I intend to continue in my role as Future

Claimants’ Representative in order to ensure that the Asbestos PI Trust operates appropriately,

and that the intentions of the parties set forth in the Asbestos PI Trust Documents are carried out

in practice.

CONCLUSION

34. Based on the advice provided and conclusions reached by my professionals, as

well as my own experience, I believe the Plan is a fair and equitable plan of reorganization,

provides for a valuation of Demands and provides reasonable assurance of payment of those

Demands, such that they will be treated substantially similar to equivalent current Asbestos PI

Claims. Specifically, the Plan, the Asbestos PI Trust Distribution Procedures, and the Asbestos

PI Trust Agreement provide for mechanisms, including but not limited to structured, periodic, or

supplemental payments, pro rata distributions, matrices, periodic review of estimates of the

numbers and values of current Asbestos PI Claims and future Demands, and periodic adjustment

of the payment percentage, which provide reasonable assurance that the Asbestos PI Trust will

12
be in a financial position to pay present Asbestos PI Claims and future Demands that involve

similar claims, in substantially the same manner.

35. Based upon my involvement in this case and the advice of my professionals, it is

my belief that the funding and structure of the Asbestos PI Trust serve the interest of Future

Asbestos Claimants. I am confident that the structure of the Asbestos PI Trust ensures that funds

will be available to satisfy Asbestos PI Claims and future Demands far into the future when,

absent the Asbestos PI Trust, there would otherwise be no assurance that THAN would have any

ability to continue to satisfy such claims and demands.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the

United States of America that the foregoing is true and correct.

Executed this 15th day of May, 2009.

Paris, France

Samuel Issacharoff
Future Claimants’ Representative

13
 2. I am a graduate of Yale Law School and currently the Bonnie and Richard Reiss

Professor of Constitutional Law at New York University School of Law at 40 Washington

Square South, 411J, New York, New York 10012.

3. On November 24, 2008 (the “Petition Date”), T H Agriculture & Nutrition, L.L.C.

(“THAN” or the “Debtor”) filed the Debtor’s Motion for an Order Appointing a Legal

Representative for Future Asbestos Personal Injury Claimants (the “Motion”), seeking to have

me appointed as the Future Claimants’ Representative, to represent and protect the interests of

future holders of Asbestos PI Claims. See Docket No. 28. My Declaration in Support of

Debtor’s Motion for an Order Appointing a Legal Representative for Future Asbestos Personal

Injury Claimants was attached as Exhibit B to the Motion. A hearing on the Motion was held

before the Court on December 17, 2008, and an Order granting the Motion was entered by the

Court on December 17, 2008. See Docket No. 145.

4. This Supplemental Declaration is being provided to supplement and update the

disclosures in my previous declaration.

5. Since my appointment as the Future Claimants’ Representative in this case, I have

been retained to act as Counsel of Record on behalf of certain claimants represented by Reaud,

Morgan & Quinn, Environmental Litigation Group, P.C., and Provost & Umphrey Law Firm in

an appeal now pending before the Supreme Court of the United States (The Travelers Indemnity

Company, et al. v. Pearlie Bailey, et al., No. 08-295, 08-307). The Cascino Vaughan Law

Offices, Ltd., also consented to have me submit a brief on their behalf to the Supreme Court and

to argue the case on their behalf as well. These claimants hold claims under the applicable

common law of various states against Travelers Indemnity Company, Travelers Casualty and

Surety Company and certain affiliates (collectively “Travelers”) for alleged damages resulting

2
from Travelers’ misconduct in its investigation, defense and settlement of asbestos claims

against certain of its insureds. Stutzman, Bromberg, Esserman & Plifka, A Professional

Corporation is my co-counsel in this appeal and represents Reaud, Morgan & Quinn,

Environmental Litigation Group, P.C., and Provost & Umphrey Law Firm in connection with the

appeal to the Supreme Court. Jason R. Searcy of Jason R. Searcy & Associates, PC is a counsel

on the appeal with respect to those of the claimants represented by the Cascino Vaughn Law

Offices, Ltd.

6. I have only undertaken this representation in connection with the Supreme Court

appearance and briefing.

7. My representation in the appeal does not relate to or involve, and will not relate to

or involve, any matter concerning the Debtor in this case or any other matter relating to this case.

8. I do not believe that my representation in the appeal creates a disqualifying

conflict as I do not hold an interest adverse to the Debtor or the Debtor’s estate and I remain a

disinterested person as that term is defined in 11 U.S.C. § 101(14) of the Bankruptcy Code, for

the purpose of serving as the Future Claimants’ Representative in this chapter 11 case.

9. Except as disclosed herein and in my prior declaration in support of the Motion, I

do not have any connection with the Debtor, its creditors, or any other party in interest, their

respective attorneys and accountants, the United States Trustee, or any person employed in the

office of the United States Trustee.

10. I will continue to monitor my connections with the Debtor, its creditors, or any

other party in interest, their respective attorneys and accountants, the United States Trustee, or

any person employed in the office of the United States Trustee to ensure that no conflicts or

3
disqualifying circumstances exist or arise and will promptly file supplemental disclosures as

needed.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 10th day of April 2009, in New York, New York.

Samuel Issacharoff

4
 Hearing Date & Time: May 6, 2009, at 9:45 a.m.
Objection Deadline: May 1, 2009

BRUNE & RICHARD LLP

Susan Brune
Theresa Trzaskoma
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION
Sander L. Esserman (Admitted Pro Hac Vice)
Andrea L. Ducayet (Admitted Pro Hac Vice)
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity

As the Court-Appointed Future Claimants’ Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------X
)
In re ) Chapter 11
) Case No. 08-14692 (REG)
T H AGRICULTURE & NUTRITION, L.L.C. )
)
Debtor. )
--------------------------------------------------------------X

FIRST INTERIM APPLICATION OF

SAMUEL ISSACHAROFF IN HIS CAPACITY AS
LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS PERSONAL INJURY
CLAIMANTS, FOR ALLOWANCE OF INTERIM COMPENSATION AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM
NOVEMBER 24, 2008 THROUGH MARCH 31, 2009

¿0ñqN|)$6 0814692090422000000000001
!B½
 SUMMARY COVERSHEET TO THE FIRST INTERIM APPLICATION OF SAMUEL
ISSACHAROFF IN HIS CAPACITY AS LEGAL REPRESENTATIVE FOR FUTURE
ASBESTOS PERSONAL INJURY CLAIMANTS

NAME OF APPLICANT: Samuel Issacharoff, Legal Representative for

Future Asbestos Personal Injury Claimants

DATE OF ORDER OF APPOINTMENT: December 17, 2008

PERIOD FOR WHICH COMPENSATION AND November 24, 2008 through March 31, 2009
REIMBURSEMENT IS SOUGHT:

TOTAL PROFESSIONAL FEES SOUGHT IN THIS $34,440.00

APPLICATION:

TOTAL EXPENSES SOUGHT IN THIS $897.00

APPLICATION:

TOTAL COMPENSATION SOUGHT IN THIS $35,337.00

APPLICATION (FEES AND EXPENSES):

TOTAL PROFESSIONAL HOURS: 49.20

HOURLY RATE: $700.00

INTERIM OR FINAL APPLICATION: This is Applicant’s first interim application for

compensation.

SUMMARY OF HOURS BILLED

Professional Year Licensed to Practice Hourly Total Hours Total Fees

Law Billing Rate Billed

Samuel Issacharoff Member of TX bar since $700.00 42.90 $34,440.00

1992.
Member of PA bar
(inactive) since 1984.

ii
 TABLE OF CONTENTS

SUMMARY COVERSHEET ...................................................................................................... ii

SUMMARY OF HOURS BILLED ............................................................................................. ii
TABLE OF CONTENTS ............................................................................................................ iii
TABLE OF AUTHORITIES ...................................................................................................... iv
INDEX OF EXHIBITS................................................................................................................. v
FIRST INTERIM APPLICATION............................................................................................. 1
I. PRELIMINARY STATEMENT ............................................................................... 1
II. JURISDICTION AND VENUE................................................................................. 3
III. BACKGROUND ......................................................................................................... 3
IV. APPOINTMENT OF THE FUTURE CLAIMANTS' REPRESENTATIVE....... 5
V. STATUTORY BASIS FOR COMPENSATION...................................................... 6
VI. SUMMARY OF SERVICES RENDERED ............................................................ 11
A. CASE ADMINISTRATION (C-01)............................................................. 12
B. FEE/EMPLOYMENT APPLICATIONS (C-03) ....................................... 12
C. LITIGATION/CONTESTED MATTERS (C-06) ..................................... 13
D. PLAN AND DISCLOSURE STATEMENT (C-08) ................................... 14
E. NONWORKING TRAVEL (C-10) ............................................................. 15
F. FIRST DAY MATTERS (C-11) .................................................................. 15
G. INSURANCE ISSUES (C-12) ...................................................................... 15
H. HEARINGS (C-14) ....................................................................................... 16
VII. DISBURSEMENTS .................................................................................................. 16
VIII. CONCLUSION ......................................................................................................... 17

iii
 TABLE OF AUTHORITIES

Cases
In re Ames Dep’t Stores, Inc.,
76 F.3d 66 (2d Cir. 1996) ......................................................................................................... 10
In re Angelika Films 57th Inc.,
227 B.R. 29 (Bankr. S.D.N.Y. 1998), aff’d, 246 B.R. 176 (S.D.N.Y. 2000) ........................... 10
In re Cena’s Fine Furniture, Inc.,
109 B.R. 575 (E.D.N.Y. 1990) ................................................................................................... 9
In re Drexel Burnham Lambert Group, Inc.,
133 B.R. 13 (Bankr. S.D.N.Y. 1991).......................................................................................... 9
In re The Korea Chosun Daily Times, Inc.,
337 B.R. 758 (Bankr. E.D.N.Y. 2005)...................................................................................... 10
Statutes
11 U.S.C. § 105............................................................................................................................... 1
11 U.S.C. § 328............................................................................................................................... 1
11 U.S.C. § 330....................................................................................................................... 1, 6, 7
11 U.S.C. § 330(a)(1)...................................................................................................................... 7
11 U.S.C. § 330(a)(1)(A) ................................................................................................................ 8
11 U.S.C. § 330(a)(3)...................................................................................................................... 7
11 U.S.C. § 330(a)(3)(A)-(F).......................................................................................................... 8
11 U.S.C. § 331....................................................................................................................... 1, 6, 7
28 U.S.C. § 1334............................................................................................................................. 3
28 U.S.C. § 1408............................................................................................................................. 3
28 U.S.C. § 157............................................................................................................................... 3
28 U.S.C. § 157(b)(2)(A)................................................................................................................ 3
Rules
FED. R. BANKR. P. 2016 .............................................................................................................. 1, 6
Local Bankruptcy Rule 2016-1....................................................................................................... 1

iv
 INDEX OF EXHIBITS

Exhibit A Order Establishing Procedures for Interim Monthly Compensation and

Reimbursement of Expenses of Chapter 11 Professionals and
Committee Members

Exhibit B Issacharoff Engagement Agreement

Exhibit C Order Appointing a Legal Representative for Future Asbestos Personal

Injury Claimants

Exhibit D Summary of Professional Fees

Exhibit E Summary of Fees by Project Category

Exhibit F Expense Summary

Exhibit G Certification of Samuel Issacharoff in Support of First Interim

Application of Samuel Issacharoff in His Capacity as Legal
Representative for Future Asbestos Personal Injury Claimants, for
Allowance of Interim Compensation and Reimbursement of Expenses
Incurred for the Period from November 24, 2008 Through March 31,
2009

v
 Hearing Date & Time: May 6, 2009, at 9:45 a.m.
Objection Deadline: May 1, 2009

FIRST INTERIM APPLICATION OF

SAMUEL ISSACHAROFF IN HIS CAPACITY AS
LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS PERSONAL INJURY
CLAIMANTS, FOR ALLOWANCE OF INTERIM COMPENSATION AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM
NOVEMBER 24, 2008 THROUGH MARCH 31, 2009

TO THE HONORABLE ROBERT E. GERBER

UNITED STATES BANKRUPTCY JUDGE:

Samuel Issacharoff as the legal representative for future asbestos personal injury

claimants (the “Future Claimants’ Representative”) in the chapter 11 case of T H Agriculture &

Nutrition L.L.C. (“THAN” or the “Debtor”), submits this application (the “Application”) for the

allowance of interim compensation and reimbursement of expenses for the period from

November 24, 2008 through March 31, 2009 (the “Compensation Period”), pursuant to 11

U.S.C. §§ 105, 328, 330 and 331; Rule 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”); Local Bankruptcy Rule 2016-1; and this Court’s Order Establishing

Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Chapter 11

Professionals and Committee Members signed on December 17, 2008 (Docket No. 144) (the

“Interim Compensation Order”). In support hereof, the Future Claimants’ Representative

respectfully shows this Court as follows:

I.
PRELIMINARY STATEMENT

1. By this Application,1 the Future Claimants’ Representative seeks approval of the

sum of $34,440.00 for services rendered during the Compensation Period and $897.00 for the

1
This Application has been prepared in accordance with the Interim Compensation Order, which
is attached hereto as Exhibit A, the Guidelines for Fees and Disbursements for Professionals in
the Southern District of New York Bankruptcy Cases (General Order M-104) dated June 20,
1991, the Amended Guidelines for Fees and Disbursements for Professionals in the Southern
District of New York Bankruptcy Cases (General Order M-151) dated April 19, 1995 (together

1
reimbursement of expenses incurred in connection with the rendition of such services, for a total

award of $35,337.00.

2. This Court has not previously allowed any compensation or reimbursement of

expenses on account of professional services rendered by the Future Claimants’ Representative.

Other than the payments described below, which were made in accordance with this Court’s

Interim Compensation Order, the Future Claimants’ Representative has not received payment of

any compensation or reimbursement of expenses in this chapter 11 case. There is no agreement

or understanding between the Future Claimants’ Representative and any other person for the

sharing of compensation to be received for services rendered during the Debtor’s chapter 11

case.

3. Pursuant to the terms of the Interim Compensation Order, the Future Claimants’

Representative, as indicated in the chart below, submitted four monthly invoices for services

rendered and reimbursement of expenses incurred during the Compensation Period.

Time Period Fees Expenses Payment Date Outstanding

Covered by Requested Requested Received Payment Balance
Invoice Received
Petition Date – $19,250.00 $897.00 $16,297.00 2/26/2009 $3,850.00
December 2008
January 2009 $8,330.00 — $6,664.00 3/28/2009 $1,666.00
February 2009 $3,010.00 — — — $3,010.00
March 2009 $3,850.00 — — — $3,850.00
Totals $34,440.00 $897.00 $22,961.00 — $12,376.00

4. The Future Claimants’ Representative received no objections to his monthly

invoices, and as of the date hereof, the Future Claimants’ Representative received payments from

the Debtor representing 80% of the fees and 100% of the expenses for services rendered and

with General Order M-104, the “Local Guidelines”), and the United States Trustee Guidelines
for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11
U.S.C. § 330, dated January 30, 1996 (“the U.S. Trustee Guidelines”).

2
invoiced for his November-December 2008 and January 2009 invoices. As of the date hereof,

the Future Claimants’ Representative has not received any payments from the Debtor for fees

and expenses related to services rendered during the period from February 1, 2009 through

March 31, 2009.

5. Through this Application, the Future Claimants’ Representative seeks approval of

all monthly fees and expenses that have been paid to date, as well as authorization to receive (i)

any unpaid monthly fees and expenses on account of the above monthly invoices, and (ii) the

twenty percent (20%) of his fees previously held back from each of the invoices previously

submitted in accordance with the Interim Compensation Order.

II.
JURISDICTION AND VENUE

6. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and

1334, and the District Court’s Standing Order of Referral of Bankruptcy Cases to Bankruptcy

Judges dated July 10, 1984. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A).

Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

III.
BACKGROUND

7. T H Agriculture & Nutrition, L.L.C. commenced this case under chapter 11 of

title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., (the “Bankruptcy Code”) on

November 24, 2008 (the “Petition Date”). THAN continues to operate its business and manage

its properties as debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy

Code.

8. On the Petition Date, THAN filed the Prepackaged Plan of Reorganization of T H

Agriculture & Nutrition, L.L.C. Under Chapter 11 of the Bankruptcy Code (the “Plan”) and the

3
Disclosure Statement with Respect to a Prepackaged Plan of Reorganization of T H Agriculture

& Nutrition, L.L.C. Under Chapter 11 of the Bankruptcy Code (the “Disclosure Statement”).

9. On December 1, 2008, the United States Trustee appointed the Official

Committee of Unsecured Creditors (the “Committee”) in this case. No trustee or examiner has

been appointed.

10. Prior to 1984, THAN (through its corporate predecessors) was engaged in the

development, manufacture, sale and distribution of chemicals, including the distribution of

asbestos fiber, for various industrial and agricultural applications.

11. Beginning in 2002, THAN was named as a defendant in a significant number of

lawsuits wherein plaintiffs asserted claims against THAN for asbestos-related personal injuries

and wrongful death (“Asbestos PI Claims”). In addition to claims asserted against THAN,

plaintiffs have asserted derivative or successor Asbestos PI Claims against other parties related

to THAN including Philips Electronics North America Corporation (“PENAC”), THAN’s

corporate parent, and Elementis Group B.V. (with its affiliates, “Elementis”), which acquired

certain of THAN’s operating assets in 1981.

12. In approximately April of 2007, in an effort to address its asbestos-related

liabilities, THAN entered into negotiations with PENAC, numerous law firms that represent a

majority of the present holders of Asbestos PI Claims against THAN and PENAC, and Professor

Issacharoff as the putative future claimants’ representative regarding the resolution of the

Asbestos PI Claims. These pre-petition negotiations resulted in the formulation of the Plan,

which includes the creation of an asbestos personal injury trust and a channeling injunction

pursuant to Section 524(g) of the Bankruptcy Code (the “Asbestos PI Trust”).

4
 13. THAN has commenced this chapter 11 case in order to preserve its remaining

assets and to implement the negotiated settlement embodied in the Plan so as to accord fair and

equitable treatment to all present and future holders of asbestos-related claims pursuant to

Section 524(g) of the Bankruptcy Code.

14. THAN’s case is proceeding towards confirmation of its Plan.

IV.
APPOINTMENT OF THE FUTURE CLAIMANTS’ REPRESENTATIVE

15. THAN selected Professor Issacharoff to serve as the putative legal representative

for future asbestos personal injury claimants pursuant to a letter agreement dated April 19, 2007

(the “Issacharoff Engagement Agreement”), a copy of which is attached hereto as Exhibit B.

16. Pursuant to the Issacharoff Engagement Agreement, THAN agreed to be liable for

all reasonable fees and expenses incurred by Professor Issacharoff in connection with his

services rendered as the Future Claimants’ Representative. In the event that THAN defaults on

this obligation, PENAC agreed to assume and pay for THAN’s liability to pay Professor

Issacharoff’s reasonable fees and expenses.

17. As a condition to his pre-petition engagement Professor Issacharoff requested and

received from THAN a retainer (the “Retainer”) in the amount of $50,000 to be held as security

for unpaid fees and expenses. Prior to the Petition Date, upon submitting periodic bills for fees

and expenses to THAN, Professor Issacharoff applied the Retainer to the bills and THAN

promptly replenished the Retainer. As of the Petition Date, all of Professor Issacharoff’s

outstanding invoices for services performed prior to the Petition Date were satisfied. As of the

date hereof, the balance of the Retainer is $0.00.

18. On November 24, 2008, THAN filed the Debtor’s Motion for an Order

Appointing a Legal Representative for Future Asbestos Personal Injury Claimants (Docket No.

5
28), seeking to have Professor Issacharoff appointed as the Future Claimants’ Representative to

represent and protect the interests of future holders of Asbestos PI Claims against the Debtor (the

“Future Asbestos Claimants”).

19. By Order signed on December 17, 2008, this Court appointed Professor

Issacharoff to serve as the Future Claimants’ Representative in this case in order to protect the

rights of persons who may, subsequent to any date of confirmation of any chapter 11 plan of

reorganization, assert demands against the Debtor and affiliated parties protected under any

channeling injunction issued in this case pursuant to Section 524(g) of the Bankruptcy Code. A

true and correct copy of the Order Appointing a Legal Representative for Future Asbestos

Personal Injury Claimants (the “Retention Order”) is attached hereto as Exhibit C.

20. Pursuant to the Retention Order, the Future Claimants’ Representative is

authorized to seek compensation and reimbursement in accordance with the terms of the

Issacharoff Engagement Agreement, the Interim Compensation Order and Section 330 of the

Bankruptcy Code.

V.
STATUTORY BASIS FOR COMPENSATION

21. The statutory predicates for the award of fees and expenses under the Application

are Sections 330 and 331 of the Bankruptcy Code, as supplemented by Bankruptcy Rule 2016.

Pursuant to Sections 330 and 331 of the Bankruptcy Code, the Future Claimants’ Representative

seeks compensation for actual and necessary professional services rendered and for

reimbursement of expenses incurred during the Compensation Period.

22. Section 331 of the Bankruptcy Code provides as follows:

A trustee, examiner, a debtor’s attorney, or any other professional

person employed under section 327 or 1103 of [the Bankruptcy
Code] may apply to the court not more than once every 120 days

6
 after an order for relief in a case under this title, or more often if
the court permits, for such compensation for services rendered
before the date of such an application or reimbursement for
expenses incurred before such date as is provided under section
330 of [the Bankruptcy Code]. After notice and a hearing, the
court may allow and disburse to such applicant such compensation
or reimbursement.

11 U.S.C. § 331.

23. Section 330 of the Bankruptcy Code authorizes the bankruptcy court to award an

applicant, as counsel for a debtor, creditors’ committee or other professional employed pursuant

to 11 U.S.C. § 327, reasonable compensation for its services and reimbursement of expenses.

Specifically, Section 330 of the Bankruptcy Code states, in relevant part, as follows:

(a)(1) After notice to the parties in interest and the United States
Trustee and a hearing, and subject to sections 326, 328, and 329,
the court may award to a trustee, … or a professional person
employed under section 327 or 1103—

(A) reasonable compensation for actual, necessary

services rendered by the trustee, examiner, ombudsman,
professional person, or attorney and by any paraprofessional
person employed by any such person; and

(B) reimbursement for actual, necessary expenses.

11 U.S.C. § 330(a)(1).

24. Section 330(a)(3) provides that in determining the amount of reasonable

compensation to be awarded, the court should consider the nature, extent and value of the

services rendered to the estate, taking into account all relevant factors including

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration

of, or beneficial at the time at which the service was rendered
toward the completion of, a case under [the Bankruptcy Code];

7
 (D) whether the services were performed within a reasonable
amount of time commensurate with the complexity, importance,
and nature of the problem, issue, or task addressed;

(E) with respect to a professional person, whether the person is

board certified or otherwise has demonstrated skill and experience
in the bankruptcy field; and

(F) whether the compensation is reasonable based on the

customary compensation charged by comparably skilled
practitioners in cases other than cases under [the Bankruptcy
Code].

11 U.S.C. § 330(a)(3)(A)-(F).

25. When determining the reasonableness of compensation requested by professionals

the bankruptcy courts utilize the “lodestar” method for calculating fees. In re Drexel Burnham

Lambert Group, Inc., 133 B.R. 13, 21-22 (Bankr. S.D.N.Y. 1991); see also In re Cena’s Fine

Furniture, Inc., 109 B.R. 575, 581 (E.D.N.Y. 1990) (“It is now settled that the “lodestar” method

of fee calculation developed by the Third Circuit, see Lindy Bros. Builders, Inc. v. American

Radiator & Standard Sanitary Corp., 487 F.2d 161, 167 (3d Cir. 1973), is the method to be used

to determine a “reasonable” attorney fee in all federal courts, including the bankruptcy courts.”

(emphasis in original)). Under this method, the lodestar amount is calculated by multiplying the

reasonable number of hours worked on a case by the reasonable hourly rate. In re Cena’s Fine

Furniture, Inc., 109 B.R. at 581. There is a strong presumption that the figure arrived at under

the lodestar calculation is reasonable under Section 330. In re Drexel Burnham Lambert Group,

Inc., 133 B.R. at 22. In making such calculations the court is to rely on the market rate for

comparable services in non-bankruptcy cases. In re Drexel Burnham Lambert Group, Inc., 133

B.R. at 22. With respect to the number of hours to be used in the calculation, Section 330

provides that the court can award fees to professionals for actual and necessary services

rendered. 11 U.S.C. § 330(a)(1)(A); In re The Korea Chosun Daily Times, Inc., 337 B.R. 758,

8
765-66 (Bankr. E.D.N.Y. 2005); In re Angelika Films 57th Inc., 227 B.R. 29, 43 (Bankr.

S.D.N.Y. 1998), aff’d, 246 B.R. 176 (S.D.N.Y. 2000). The test for determining the necessity of

services is an objective test and focuses on “what services a reasonable lawyer or legal firm

would have performed in the same circumstances.” In re Angelika Films 57th Inc., 227 B.R. at

42. This test does not rely on perfect hindsight and if the services rendered are likely to benefit

the debtor’s estate, then they should be compensable. Id. (citing In re Ames Dep’t Stores, Inc.,

76 F.3d 66, 72 (2d Cir. 1996)); In re The Korea Chosun Daily Times, Inc., 337 B.R. at 766.

26. Under the above analysis, the Future Claimants’ Representative’s request for

compensation for professional services and reimbursement for expenses incurred on behalf of the

Future Asbestos Claimants that he represents is reasonable.

27. Professor Issacharoff is a graduate of Yale Law School and currently the Bonnie

and Richard Reiss Professor of Constitutional Law at New York University School of Law. He

has been a faculty member at various other law schools including, the University of

Pennsylvania Law School, the University of Texas School of Law and Columbia Law School.

He has also been a visiting professor/lecturer at several schools including, the Gerzensee Center

for Law and Economics, Switzerland; Tel Aviv University; Oxford University and Harvard Law

School.

28. Professor Issacharoff has experience in the field of mass torts, including asbestos-

related personal injury litigation. He has represented various constituents, including plaintiffs’

attorneys, corporations, and insurance companies, in mass tort litigation.

29. Professor Issacharoff is the Reporter on Aggregate Litigation for the American

Law Institute, a member of the editorial board for the Foundation Press, and a Fellow with the

American Academy of Arts and Sciences. He is a frequent author and lecturer on many topics

9
including complex litigation and class actions. Some of his relevant publications include: Class

Action Settlements Under Attack, 156 U. PENN. L. REV. 1649 (2008) (with Richard A. Nagareda);

The Inevitability of Aggregate Settlements: An Institutional Account of American Tort Law, 57

VANDERBILT L. REV. 1571 (2004) (with John Fabian Witt); “Shocked”: Mass Torts and

Aggregate Asbestos Litigation After Amchem and Oritz, 80 U. TEX. L. REV. 1925 (2002); Class

Action Conflicts, 30 U.C. DAVIS L. REV. 805 (1997); and Administering Damage Awards in

Mass-Tort Litigation, 10 REV. OF LITIG. 463 (1991).

30. Professor Issacharoff agreed to his appointment as Future Claimants’

Representative and to provide professional services to the Court and the Debtor’s estate at his

customary hourly rate of $700.00. The Future Claimants’ Representative represents and would

demonstrate that his hourly rate for services performed in these proceedings are competitive and

customary for the degree of skill and expertise required in the performance of similar services

rendered by other professionals serving in a similar capacity. As required by the Local

Guidelines and the U.S. Trustee Guidelines, the cover page of this Application includes a

summary schedule of the hours expended by the Future Claimants’ Representative, his hourly

billing rate and the total value of services rendered to the Debtor’s estate during the

Compensation Period.

31. The Future Claimants’ Representative represents that all services for which

allowance of compensation is requested were performed on behalf of the Future Asbestos

Claimants and not on behalf of any committee, creditor or any other person. Furthermore, the

Future Claimants’ Representative respectfully submits that the services for which he seeks

compensation in this Application were, at the time rendered, believed to be necessary for and

beneficial to the protection of the interests of the Future Asbestos Claimants that he represents in

10
this case. The services performed by the Future Claimants’ Representative were performed

economically, effectively and efficiently, and the results obtained have benefited not only the

Future Asbestos Claimants, but also the Debtor, the Debtor’s estate and other parties in interest,

by moving this case closer to confirmation. Accordingly, the compensation requested herein is

reasonable in light of the nature, extent and value of such services to the Future Asbestos

Claimants and the Debtor’s estate.

32. For the Court’s review, a summary containing the Future Claimants’

Representative’s customary billing rate, his time expended, and the total value of services

rendered by him during the Compensation Period is attached hereto as Exhibit D.

33. A summary of the time expended by the Future Claimants’ Representative and the

total value of professional services rendered identified by project task category is attached hereto

as Exhibit E.

34. Attached hereto as Exhibit F is a summary of the expenses incurred by the Future

Claimants’ Representative during the Compensation Period.

VI.
SUMMARY OF SERVICES RENDERED

35. With respect to the time and labor expended by the Future Claimants’

Representative in this case during the Compensation Period, as set forth in Exhibits D and E,

the Future Claimants’ Representative rendered professional services in the amount of

$34,440.00. The Future Claimants’ Representative believes that it is appropriate for him to be

compensated for the time spent in connection with these matters, and sets forth a brief narrative

description of the services rendered for or on behalf of the Future Asbestos Claimants that he

represents, and the time expended, organized by project task categories, as follows:

11
 A. CASE ADMINISTRATION (C-01)

36. During the Compensation Period, the Future Claimants’ Representative reviewed

various pleadings in this case and routinely communicated with counsel to remain informed of

all material developments in the case. The Future Claimants’ Representative also communicated

with counsel about his duties and responsibilities under the Bankruptcy Code including but not

limited to the requirements of Section 524(g).

37. The Future Claimants’ Representative seeks compensation for 3.20 hours of

reasonable and necessary professional fees incurred in the category of Case Administration

during the Compensation Period in the total amount of $2,240.00.

B. FEE/EMPLOYMENT APPLICATIONS (C-03)

38. During the Compensation Period the Future Claimants’ Representative reviewed

and approved the applications filed on his behalf to retain and employ his professionals,

including the applications to retain Stutzman, Bromberg, Esserman & Plifka, A Professional

Corporation, as his bankruptcy counsel, Brune & Richard LLP as his counsel, The Claro Group

as his insurance consultant and Hamilton, Rabinovitz & Associates, Inc. to act as his expert for

evaluating Asbestos PI Claims against THAN. The Future Claimants Representative also

reviewed and approved his Declaration in Support of Debtor’s Motion for an Order Appointing

a Legal Representative for Future Asbestos Personal Injury Claimants which was filed as

Exhibit B to the Debtor’s Motion for an Order Appointing a Legal Representative for Future

Asbestos Personal Injury Claimants in this case. These activities allowed the Future Claimants’

Representative to file the necessary papers with the Court to retain and employ his professionals

in order to allow such professionals to assist him in his duties as the Future Claimants’

Representative in this case.

12
 39. The Future Claimants’ Representative seeks compensation for 2.50 hours of

reasonable and necessary professional services incurred in the category of Fee/Employment

Applications during the Compensation Period in the total amount of $1,750.00.

C. LITIGATION/CONTESTED MATTERS (C-06)

40. During the Compensation Period, the Future Claimants’ Representative reviewed

and analyzed documents and pleadings in connection with various contested matters in this case.

The Future Claimants’ Representative routinely communicated with counsel regarding planning,

strategizing and responding to various pleadings filed in this case. Specifically, the Future

Claimants’ Representative reviewed pleadings and other filings relating to the issues raised in the

pleadings filed by Volkswagen Group of America, Inc. and Owens-Illinois, Inc, including the

standing of each of these parties to participate in the Debtor’s chapter 11 case. On January 12,

2009, the Court held a hearing on the Amended Statement of Volkswagen Group of America, Inc.

in Support of Motion to Modify Scheduling Order Entered November 25, 2008 (Docket No. 175)

and held that Volkswagen Group of America, Inc. did not have standing to participate in the

Debtor’s chapter 11 case.

41. On February 2, 2009, the Debtor filed the Debtor’s Motion to Strike Owens-

Illinois, Inc.’s Objection to the Prepackaged Plan of Reorganization for Lack of Standing

(Docket No. 294). On February 11, 2009, the Future Claimants’ Representative filed the

Response of Legal Representative for Future Asbestos Claimants in Support of Debtor’s Motion

to Strike Owens-Illinois, Inc.’s Objection to the Prepackaged Plan of Reorganization for Lack of

Standing (Docket No. 306). On February 17, 2009, the Court held a hearing on the Debtor’s

Motion to Strike Owens-Illinois, Inc.’s Objection to the Prepackaged Plan of Reorganization for

Lack of Standing (Docket No. 294). By order signed on March 5, 2009, this Court granted the

13
Debtor’s motion and ordered that Owens-Illinois, Inc.’s objection be stricken in its entirety. In

addition, the Court ordered that Owens-Illinois, Inc. may not object to the Plan, seek discovery

with respect to the Plan, or otherwise participate in this chapter 11 case. See Order Granting

Debtor’s Motion to Strike Owens-Illinois, Inc.’s Objection to the Prepackaged Plan of

Reorganization for Lack of Standing (Docket No. 329) dated March 5, 2009.

42. The Future Claimants’ Representative seeks compensation for 1.10 hours of

reasonable and necessary professional fees incurred in the category of Litigation/Contested

Matters during the Compensation Period in the total amount of $770.00.

D. PLAN AND DISCLOSURE STATEMENT (C-08)

43. During the Compensation Period, the Future Claimants’ Representative reviewed

pleadings, corresponded with and otherwise communicated with counsel regarding various issues

relating to the Prepackaged Plan of Reorganization of T H Agriculture & Nutrition, L.L.C.

Under Chapter 11 of the Bankruptcy Code. The Future Claimants’ Representative’s efforts in

this area have included conducting interviews of potential trustee candidates and attending to

matters relating to the creation of and operation of the Asbestos PI Trust. The Future Claimants’

Representative has also been involved in negotiations with the Debtor, the Committee and other

parties to resolve objections to the Plan. The Future Claimants’ Representative has also

reviewed and responded to discovery propounded on him by the certain claimants represented by

Motley Rice LLC, including preparing for a deposition to be taken in connection with objections

to the plan.

44. The Future Claimants’ Representative seeks compensation for 21.80 hours of

reasonable and necessary professional fees incurred in the category of Plan and Disclosure

Statement during the Compensation Period in the total amount of $15,260.00.

14
 E. NONWORKING TRAVEL (C-10)

45. During the Compensation Period the Future Claimants’ Representative has

incurred certain fees and expenses for nonworking travel when necessary to attend hearings in

this case.

46. The Future Claimants’ Representative seeks compensation for 6.80 hours of

reasonable and necessary professional fees incurred in the category of Nonworking Travel during

the Compensation Period in the total amount of $4,760.00.

F. FIRST DAY MATTERS (C-11)

47. During the Compensation Period, the Future Claimants’ Representative reviewed

and analyzed the relief sought by the Debtor in its “First Day” motions and applications filed on

the Petition Date.

48. The Future Claimants’ Representative seeks compensation for 4.30 hours of

reasonable and necessary professional fees incurred in the category of First Day Matters during

the Compensation Period in the total amount of $3,010.00.

G. INSURANCE ISSUES (C-12)

49. During the Compensation Period, the Future Claimants’ Representative reviewed

pleadings and documents submitted by various insurers relating to the insurers’ objections to the

insurance neutrality provision and other terms of the Debtor’s Plan. The Future Claimants’

Representative communicated with counsel and reviewed and analyzed certain proposed changes

to the Plan in order to determine the effect that such changes would have on the interests of the

Future Asbestos Claimants that he represents. The efforts of the Future Claimants’

Representative, his counsel and other parties involved in the negotiations with the insurers

resulted in the resolution of several issues raised by the insurers which culminated with the entry

15
of a Stipulation and Agreed Order resolving the insurers’ concerns. On January 28, 2009, the

Debtor filed a motion for approval of the Stipulation and Agreed Order and on February 10,

2009, this Court entered its Order Pursuant to Fed. R. Bankr. P. 9019 Approving the Stipulation

and Agreed Order (Docket No. 301).

50. The Future Claimants’ Representative seeks compensation for 5.00 hours of

reasonable and necessary professional fees incurred in the category of Insurance Issues during

the Compensation Period in the total amount of $3,500.00.

H. HEARINGS (C-14)

51. During the Compensation Period, the Future Claimants’ Representative reviewed

documents and pleadings and held conferences with his counsel in preparation for the hearing on

the Debtor’s Motion for an Order Appointing a Legal Representative for Future Asbestos

Personal Injury Claimants and the hearing on the Future Claimants’ Representative’s

applications to retain and employ his professionals. The Future Claimants’ Representative also

attended the hearing on these motions and applications. Following the hearing, the Court entered

its Order appointing the Future Claimants’ Representative as well as several orders authorizing

the Future Claimants’ Representative to retain and employ professionals to represent him and

assist him in performing his duties as the Future Claimants’ Representative in this case.

52. The Future Claimants’ Representative seeks compensation for 4.50 hours of

reasonable and necessary professional services incurred in the category of Hearings during the

Compensation Period in the total amount of $3,150.00.

VII.
DISBURSEMENTS

53. The Future Claimants’ Representative incurred out-of-pocket expenses in the

amount of $897.00 in connection with the services rendered during the Compensation Period. A

16
summary of the expenses incurred by the Future Claimants’ Representative during the

Compensation Period is set forth in Exhibit F.

54. These expenses are actual, necessary, out-of-pocket expenses which are not

properly included in overhead, and arise exclusively from and are traceable to the services

rendered by the Future Claimants’ Representative in connection with this chapter 11 case and

were incurred for the benefit of the Future Asbestos Claimants and are therefore, reimbursable

by the estate. No allowable disbursement is treated as a “profit center” involving a markup over

actual cost.

55. None of the travel related expenses incurred by the Future Claimants’

Representative during the Compensation Period were for first-class airfare, luxury

accommodations, or deluxe meals.

VIII.
CONCLUSION

56. The professional services summarized by this Application and rendered by the

Future Claimants’ Representative were substantial and beneficial to the interests of the Future

Asbestos Claimants that he represents.

57. The amounts sought by the Future Claimants’ Representative consist only of the

actual and reasonable billable time expended by him and the actual and necessary expenses

incurred by the Future Claimants’ Representative during the Compensation Period.

58. The reasonable value of the professional services rendered by the Future

Claimants’ Representative during the Compensation Period is $34,440.00 and the reasonable and

necessary out-of-pocket expenses incurred by the Future Claimants’ Representative are $897.00,

for total allowable fees and expenses of $35,337.00.

17
 59. The Future Claimants’ Representative believes that the instant application and the

description of services set forth herein of work performed are in compliance with the

requirements of Local Bankruptcy Rule 2016-1, the Bankruptcy Code, the Local Guidelines and

the U.S. Trustee Guidelines. As required by the Local Guidelines a true and correct copy of the

Certification of Samuel Issacharoff is attached hereto as Exhibit G.

60. WHEREFORE, the Future Claimants’ Representative respectfully requests the

entry of an order (a) awarding the Future Claimants’ Representative allowance of compensation

for professional services in the amount of $34,440.00 and reimbursement of expenses in the

amount of $897.00 for total compensation of $35,337.00 during the Compensation Period, (b)

directing payment of the foregoing amounts to the extent that such amounts have not already

been paid by the Debtor, and the 20% of professional fees that has been held back from each

monthly invoice, and (c) granting the Future Claimants’ Representative such other and further

relief as may be appropriate.

18
Dated: New York, New York
April 22, 2009 Respectfully submitted,

BRUNE & RICHARD LLP

By: Theresa Trzaskoma

Theresa Trzaskoma

Susan E. Brune
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN &

PLIFKA, A PROFESSIONAL CORPORATION

Sander L. Esserman (admitted Pro Hac Vice)

Texas Bar No. 06671500
Andrea L. Ducayet (admitted Pro Hac Vice)
Texas Bar No. 24032790
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity as the

Future Claimants’ Representative

19
EXHIBIT G
 Hearing Date & Time: May 6, 2009, at 9:45 a.m.
Objection Deadline: May 1, 2009

BRUNE & RICHARD LLP

Susan Brune
Theresa Trzaskoma
80 Broad Street
New York, New York 10004
Telephone: (212) 668-1900
Facsimile: (212) 668-0315
-and-

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA,

A PROFESSIONAL CORPORATION
Sander L. Esserman (Admitted Pro Hac Vice)
Andrea L. Ducayet (Admitted Pro Hac Vice)
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
Telephone: (214) 969-4900
Facsimile: (214) 969-4999

Counsel for Samuel Issacharoff in his Capacity

As the Court-Appointed Future Claimants’ Representative

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
--------------------------------------------------------------X
)
In re ) Chapter 11
) Case No. 08-14692 (REG)
T H AGRICULTURE & NUTRITION, L.L.C. )
)
Debtor. )
--------------------------------------------------------------X

CERTIFICATION OF SAMUEL ISSACHAROFF

IN SUPPORT OF FIRST INTERIM APPLICATION OF SAMUEL ISSACHAROFF IN
HIS CAPACITY AS LEGAL REPRESENTATIVE FOR FUTURE ASBESTOS
PERSONAL INJURY CLAIMANTS, FOR ALLOWANCE OF INTERIM
COMPENSATION AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE
PERIOD FROM NOVEMBER 24, 2008 THROUGH MARCH 31, 2009

I, Samuel Issacharoff, certify as follows:

1. I am over the age of 18 years, and am competent and otherwise qualified to make

this Certification. Unless otherwise stated in this Certification, I have personal knowledge of the

facts set forth herein.

 2. I submit this Certification in support of the First Interim Application of Samuel

Issacharoff in His Capacity as Legal Representative for Future Asbestos Personal Injury

Claimants, for Allowance of Interim Compensation and Reimbursement of Expenses Incurred

for the Period from November 24, 2008 through March 31, 2009 (the “Application”) and in

accordance with the Local Guidelines.1

3. I am the duly appointed Future Claimants’ Representative in the above-captioned

case responsible for compliance with the Local Guidelines.

4. I have read the Application.

5. To the best of my knowledge, information and belief formed upon the basis of my

participation in this case, as well as after reasonable inquiry, the Application complies with the

Local Guidelines.

6. To the best of my knowledge, information and belief formed upon the basis of my

participation in this case, as well as after reasonable inquiry, the facts set forth in the Application

are true and correct and the fees and disbursements sought in the Application fall within the

Local Guidelines and the U.S. Trustee Guidelines, except as specifically noted herein.

7. Except to the extent that fees or disbursements are prohibited by the Local

Guidelines or the U.S. Trustee Guidelines, the fees and disbursements sought are billed at rates

in accordance with practices customarily employed by the Future Claimants’ Representative.

8. To the best of my knowledge, information and belief, with respect to

disbursements for which reimbursement is sought: (a) I do not make a profit on such

disbursements; (b) in charging for a particular service, I do not include in the amount for which

reimbursement is sought the amortization of the cost of any investment, equipment, or capital

outlay, and (c) in seeking reimbursement for a service which I obtained from a third party, I
1
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Application.

2
request reimbursement for only the amount billed to me by the third party vendor and paid by me

to such vendor.

9. In accordance with the Interim Compensation Order, the Debtor, counsel for the

Debtor, the United States Trustee for the Southern District of New York, counsel for PENAC,

and counsel to the Committee have each been provided with a statement of fees and

disbursements accruing during each month for which compensation is sought in the Application

on or about the 20th day of each month following the end of the month for which compensation

was sought.

10. In accordance with the Interim Compensation Order and the Local Guidelines, the

Debtor, counsel for the Debtor, the United States Trustee for the Southern District of New York,

counsel for PENAC, and counsel to the Committee will each be provided with a copy of the

Application simultaneously with the filing thereof and will have at least ten days to review the

Application prior to the hearing on the Application.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 17th day of April 2009, in New York, New York.

Samuel Issacharoff