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Hearing Date: March 28, 2011 at 9:00 a.m. (ET) Objection Deadline: March 11, 2011 at 4:00 p.m.

(ET)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ACandS, Inc. Armstrong World Industries, Inc. Combustion Engineering, Inc. Owens Corning US Mineral Products Company USG Corp. Debtors or Reorganized Debtors. Chapter 11 Case No. 02-12687 (JKF) Case No. 00-04471 (JKF) Case No. 03-10495 (JKF) Case No. 00-03837 (JKF) Case No. 01-02471 (JKF) Case No. 01-02094 (JKF)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re Mid-Valley, Inc. Reorganized Debtors. Case No. 03-35592 (JKF)

MOTION OF GARLOCK SEALING TECHNOLOGIES LLC FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 350(b), FED. R. BANKR. P. 3020(d), 3022 AND 5010, REOPENING CHAPTER 11 BANKRUPTCY CASES FOR THE LIMITED PURPOSE OF SEEKING ACCESS TO 2019 STATEMENTS Garlock Sealing Technologies LLC (Garlock) hereby moves (collectively, the Motion) for entry of an order, pursuant to section 350(b) of title 11 of the United States Code (the Bankruptcy Code), and Rules 3020(d), 3022, 5010 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), reopening the above-captioned chapter 11 bankruptcy cases (collectively, the Closed Cases) for the limited purpose of permitting Garlock to seek access to

certain verified statements of plaintiffs law firms made pursuant to Bankruptcy Rule 2019 (the 2019 Statements). In support of this Motion, Garlock respectfully states as follows: INTRODUCTION 1. Garlock is filing this Motion, at the direction of the Court, in furtherance

of its Motion for Orders Authorizing Access to 2019 Statements Filed in This Court and for Related Relief previously filed in each of the Bankruptcy Cases on or about January 10, 2011 (collectively, the Original 2019 Access Motions).1 By this Motion, seeks to reopen the Closed Cases in furtherance of its request, pursuant to the 2019 Access Motions, to obtain access to exhibits to the 2019 Statements (the 2019 Exhibits) that, while filed with the Clerk of Court, have been omitted from the electronic docket pursuant to orders of the Court requiring a motion to obtain access (collectively, the 2019 Orders).2

At the February 14, 2011 hearing on the Original 2019 Access Motions, the Court indicated its intention to dismiss the Original 2019 Access Motions without prejudice in the Bankruptcy Cases that were closed as of the time of filing of the Original Rule 2019 Access Motion (the Closed Cases). See Transcript of February 14, 2011 hearing, at 81:3 81:7 (hereinafter 2/14/2011 Hrg. Tr. at ___) (The Clerk should have stricken them because they were closed, and Im going to have the Clerk dismiss them without prejudice because the cases are closed and havent been reopened, and they have to be reopened before you can file anything in those cases.). In light of the Courts statements, out of an abundance of caution, contemporaneously with the filing of this Motion, Garlock has filed its Amended Motion for Orders Authorizing Access to 2019 Statements Filed in This Court and for Related Relief in each of the Closed Cases (the Amended 2019 Access Motions, and together with the Original 2019 Access Motions, the 2019 Access Motions). The Amended 2019 Access Motions are substantively identical to the Original 2019 Access Motions, notice of which was previously served upon parties in interest, including the debtors in each of the Closed Cases, statutory committees in each of the closed cases, each known filer of a Bankruptcy Rule 2019 statements in each of the Closed Cases, and the Office of the United States Trustee. Garlock notes that the Original 2019 Access Motions remain pending on the dockets of the Closed Cases at this time. See Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019 But Staying Effective Date, In re ACandS, Inc., No. 02-12687, D.I. 1574 (Bankr. D. Del. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019 But Staying Effective Date, In re Armstrong World Industries, Inc., No. 00-4471, D.I. 7468 (Bankr. D. Del. Oct. 22, 2004); Consent Order Requiring the Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re Combustion Engineering, Inc., No. 03-10495, D.I. 2465 (Bankr. D. Del. Sept. 8, 2005); Revised Order Requiring Filing of 2

2.

Garlock has been a defendant in lawsuits alleging asbestos-related

personal injury for over 35 years. As the Court is aware, Garlock filed a bankruptcy petition on June 5, 2010. Garlocks case is currently pending in the United States Bankruptcy Court for the Western District of North Carolina before the Honorable George R. Hodges. In its bankruptcy case, Garlock is seeking to address its asbestos liabilities and reorganize, which necessitates that Garlock obtain an accurate picture of its current and future asbestos-related liabilities. The Rule 2019 Exhibits are relevant to an assessment of those liabilities. Accordingly, pursuant to the 2019 Access Motions, Garlock has invoked its First Amendment, common law and statutory rights of access to the Rule 2019 statement exhibits, which are judicial records of this Court, because of its compelling need to access the information contained in the 2019 Exhibits. 3. Garlock respectfully disagrees that reopening the Closed Cases is required

in order for this Court to grant relief on the 2019 Access Motions. However, assuming that reopening of the Closed Cases is necessary, it is clear that cause exists to do so. Reopening the Closed Cases will facilitate this Courts ability to decide the 2019 Access Motions and not unduly burden any party. Statements Pursuant to Fed. R. Bankr. P. 2019, In re The Flintkote Company, No. 0411300, D.I. 337 (Bankr. D. Del. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re Kaiser Aluminum Corp., No. 0210429, D.I. 5255 (Bankr. D. Del. Oct. 25, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re Owens Corning, et al., No. 00-3837, D.I. 13091 (Bankr. D. Del. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re US Mineral Products Company, No. 01-2471, D.I. 2155 (Bankr. D. Del. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re USG Corp., No. 01-2094, D.I. 6852 (Bankr. D. Del. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re W.R. Grace & Co., et al., No. 01-1139, D.I. 6715 (Bankr. D. Del. Oct. 25, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re North American Refractories Company, No. 02-20198, D.I. 2515 (Bankr. W.D. Pa. Oct. 22, 2004); Revised Order Requiring Filing of Statements Pursuant to Fed. R. Bankr. P. 2019, In re Pittsburgh Corning Corp., No. 00-22876, D.I. 3667 (Bankr. W.D. Pa. Oct. 22, 2004). Garlock could discover no order entered in In re Mid-Valley, Inc. but exhibits to 2019 statements in that case were generally filed off the electronic docket, as in the cases where orders were entered. 3

JURISDICTION 4. Garlock respectfully submits that this Court may consider and act upon the

2019 Access Motions irrespective of whether the Closed Cases are reopened. The necessary subject matter jurisdiction is supplied by the Courts inherent authority to interpret and modify its own Orders, its statutory authority over cases and proceedings pursuant to sections 157 and 1334 of title 28 of the United States Code, and the Courts retention of jurisdiction over matters in the Closed Cases pursuant to the express terms of its previously entered orders. 5. First, [e]very court has supervisory power over its own records and files.

Nixon v. Warner Commc'ns, Inc., 435 U.S. 589, 598 (1978). Indeed, it would be quite odd if the [court] did not have jurisdiction in the first instance to adjudicate a claim of right to the courts very own records and files. In re Motion for Release of Court Records, 526 F.Supp.2d 484, 487 (F.I.S.A. Ct. 2007). As the Second Circuit explained: The courts supervisory power does not disappear because jurisdiction over the relevant controversy has been lost. The records and files are not in limbo. So long as they remain under the aegis of the court, they are superintended by the judges who have dominion over the court. Gambale v. Deutsche Bank AG, 377 F.3d 133, 141 (2d Cir. 2004). See also, e.g., EEOC v. National Childrens Center, Inc., 146 F.3d 1042, 1047 (D.C. Cir. 1998); In re Agent Orange Prod. Liab. Litig., 821 F.2d 139, 145 (2d Cir. 1987); In re Linerboard Antitrust Litig., 333 F. Supp. 2d 333, 339 (E.D. Pa. 2004). 6. This is true even if the underlying case has been closed or dismissed.

[I]n cases where intervenors seek to modify an order of the court, the court has jurisdiction based on the fact that it already has the power to modify the . . . order and no independent jurisdictional basis is needed. Pansy v. Borough of Stroudsburg, 23 F.3d 772, 778 n.3 (3d Cir. 1994) (citing Beckman Indus., Inc. v. International Ins. Co., 966 F.2d 470, 473 (9th Cir. 1992)). 4

See also, e.g., United Nuclear Corp. v. Cranford Ins. Co., 905 F.2d 1424, 1427 (10th Cir. 1990) (As long as a protective order remains in effect, the court that entered the order retains the power to modify it, even if the underlying suit has been dismissed.) (emphasis added). 7. Pursuant to the 2019 Orders, the Court ordered that when [a] case is

closed, the Clerk shall archive the 2019 Statements and Supplements with the case file. See, e.g., Pittsburgh Corning 2019 Order. Because the 2019 Statements are in the Courts records and files, the Court has inherent supervisory authority and jurisdiction to adjudicate a right of access, even if the underlying case is closed or dismissed. 3 See, e.g., United Nuclear, 905 F.2d at 1427. 8. Second, this Court has jurisdiction over the 2019 Access Motions pursuant

to 28 U.S.C 1334, regardless of whether the Bankruptcy Cases remain open. See, e.g. In re Menk, 241 B.R. 896, 904-05 (9th Cir. BAP 1999). This is because of the distinction between arising in and related to jurisdiction on the one hand, and arising under jurisdiction on the other hand. Section 1334(b) of title 28 provides that this Court has jurisdiction of all civil proceedings arising under title 11 or arising in or related to a case under title 11. 11 U.S.C 1334(b). Parsing this phrase, the Court has (i) jurisdiction arising in or related to a case under title 11, and (ii) jurisdiction of all civil proceedings arising under title 11 (whether or not a case is then pending or open). As the Bankruptcy Appellate Panel for the Ninth Circuit held: The portion of the 1334(b) statutory sentence addressing arising under jurisdiction does not refer to the existence of a presentlyopen bankruptcy case: the district courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11. 28 U.S.C. 1334(b) (emphasis added). Since this straightforward language does not refer to the existence of a case under 1334(a), the text of the statute does not appear to require
3

In any event, in its Original 2019 Access Motions, Garlock specifically requested that the Closed Cases be reopened to the extent necessary. See Original 2019 Access Motions, at p.2 & 88. Notice of this request was provided to, inter alia, all parties on the Bankruptcy Rule 2002 service lists for the Closed Cases.

that the bankruptcy case must be open in order to exercise 1334(b) arising under jurisdiction. . . . [T]he decisions hold that various aspects of the bankruptcy court's 1334(b) jurisdiction continue after a case is either closed or dismissed. Menk, 241 B.R. at 905 (emphasis in original). Accordingly, an open case is not required for the Court to adjudicate a matter that is within its arising under jurisdiction. 9. The 2019 Exhibits on file with the Clerk are part of the disclosures

mandated by Bankruptcy Rule 2019. Bankruptcy Rule 2019, in turn, relates to administration of the bankruptcy estate, which is a core matter and within the Courts arising under jurisdiction. See 28 U.S.C. 157(b)(2)(A); Baron & Budd, P.C. v. Unsecured Asbestos Claimants Committee, 321 B.R. 147, 163 (D.N.J. 2005). Because the 2019 Exhibits at issue here would not exist but

for the core estate administration obligations imposed by Bankruptcy Rule 2019, the 2019 Access Motions arise under title 11 and can be heard without reopening the Closed Cases.4 10. Third, in related proceedings within certain of the Closed Cases, this Court

expressly indicated that reopening the cases was not necessary to confer jurisdiction. Specifically, on October 27, 2010, certain asbestos trusts filed a complaint for a temporary restraining order and preliminary injunction (the Injunction Action) against, among other defendants, Garlock. See ACandS Asbestos Settlement Trust, et al., v. Hartford Accident and Indemnity Co., et al., Adv. Pro. No. 10-53719 (JKF) (D.I. 1). The Injunction Action was filed in, among other cases, three of the Closed Cases: ACandS, Owens, and USG. See id. And, indeed, the plaintiffs in the Injunction Action initially moved to reopen the ACandS and Owens cases. See In re ACandS, Inc., Case No. 02-12687 (JKF) (D.I. 3621); In re Owens Corning, Case No.
4

In addition, the Advisory Committees Note to the 1991 Amendments to Bankruptcy Rule 3022 (which governs final decrees closing bankruptcy cases) states that [a] final decree closing the case after the estate is fully administered does not deprive the court of jurisdiction to enforce or interpret its own orders . . . . Fed. R. Bankr. P. 3022 advisory committees notes (1991) (emphasis added).

00-03837 (JKF) (D.I. 20916). However, these motions were never prosecuted and were later withdrawn. 11. At the December 2, 2010, hearing in the Injunction Action, the Court

stated that I think the jurisdiction is either there or its not. And the reopening, in my view, doesnt facilitate or unfacilitate that process. Injunction Action, Dec. 2, 2010, Tr., 18:25-19:2. Based on the Courts stated view as to jurisdiction in the Closed Cases, and, as discussed above, the Courts inherent jurisdiction over its records and enduring arising under jurisdiction over 2019 disclosures, Garlock does not believe that reopening the Closed Cases is necessary to confer jurisdiction over the 2019 Access Motions. 12. In contrast, at the February 14, 2011, hearing on the Original 2019 Access

Motions, the Court stated that it did not have jurisdiction over the Original 2019 Access Motion in the Closed Cases unless and until such cases were reopened, which must be done on motion. 5 See Feb. 14, 2011., Tr., pp. 15-19. The Court distinguished the Injunction Action from the 2019 Access Motion, stating that Court had jurisdiction over the former because the alleged theory is that the Injunction Action is an [sic] aid of execution of the plan over which I kept jurisdiction in the orders. Id. at 17:5-7. Indeed, in the various confirmation orders and plans, the Court retained exclusive jurisdiction over the Reorganization Cases and any matter related to the Reorganization Cases after the Effective Date as is legally permissible . . . . See, e.g., Section X.A of the Joint Plan of Reorganization of USG Corporation and Its Debtor Subsidiaries, In re USG Corp., Case No. 01-02094 (JKF) (D.I. 11688, Ex. A). This is consistent with Third Circuit law. See, e.g., In re Resorts Intl, Inc., 372 F.3d 154, 161 (3d Cir. 2004) (Retention of jurisdiction provisions will be given effect, assuming there is bankruptcy court jurisdiction. But
5

The Third Circuit has found that bankruptcy courts are empowered to reopen a closed case sua sponte. See Donaldson v. Bernstein, 104 F.3d 547, 552 (3d Cir. 1997). 7

neither the bankruptcy court nor the parties can write their own jurisdictional ticket. Subject matter jurisdiction cannot be conferred by consent of the parties.). 13. But unlike the relief sought in the Injunction Action, where the Court may

or may not have subject matter jurisdiction (a question this Court current has under advisement), the Court unquestionably has subject matter jurisdiction over whether to grant access to the 2019 Statements. See, e.g., Dushkin Publishing Group, Inc., 136 F.R.D. 334, 335-36 (D.D.C. 1991) (To the extent that plaintiff should desire to obtain those additional documents [protected by another courts order], that request should be addressed to the issuing court in the Southern District of New York.). 14. Taking together the Courts statement that jurisdiction is either there or

its not [and] reopening . . . doesnt facilitate or unfacilitate the process, and the fact that the Court has subject matter jurisdiction over the 2019 Statements, Garlock believes it is unnecessary to reopen the Closed Cases for the purposes of hearing the 2019 Access Motions. However, because the Court has instructed Garlock that it will not proceed on the 2019 Access Motions in the Closed Cases, Garlock moves herein in to reopen the Closed Cases for the limited purpose of facilitating resolution of the 2019 Access Motions. BACKGROUND 15. A detailed recitation of the background to this Motion is set forth in the

Background section of the 2019 Access Motions and the Affidavit of Paul Grant attached to the 2019 Access Motions as Exhibit A, both of which are incorporated herein by reference. PROCEDURAL HISTORY 16. Garlock previously filed the Original 2019 Access Motions in the Closed

Cases and several open bankruptcy cases on January 10, 2011. At that time, believing that reopening the Closed Cases was unnecessary, Garlock did not move to reopen the Closed Cases 8

pursuant to a separate motion, but included a request to reopen the Closed Cases and limited argument in support thereof in its Original 2019 Access Motions. See Original 2019 Access Motions, at p.2 and 88. 17. Several parties objected to Garlocks request to reopen the Closed Cases,

including Owens Corning Sales, LLC and its affiliated reorganized debtors (the OC Debtors). In their response (Case No. 00-03837 (JKF), D.I. 20963) (the OC Response), the OC Debtors argued (as Garlock does here) that reopening the Closed Cases was unnecessary to grant Garlock the relief it seeks by the 2019 Access Motions:6 If the Court is inclined to give Garlock access to the 2019 Statements, it can do so without reopening Reorganized OCs cases; indeed, the Court can simply direct the Clerk to make the requested information available, based upon the Courts inherent authority to exercise supervisor power over its records and files. See Nixon v. Warner Communications, Inc., 435 U.S. 589, 598 (1978) (stating that [e]very court has supervisory power over its own records and files); Copley Press v. Peregrine Systems, Inc. (In re Peregrine Systems, Inc.), 311 B.R. 679, 690 (D. Del. 2004) (stating that Bankruptcy Code section 105 gives bankruptcy courts the inherent power to manage cases on their dockets so as to ensure judicial efficiency and to do justice (citing Johnson v. McDow (In re Johnson), 236 B.R. 510, 521 (D.D.C. 1999)); see also 11 U.S.C. 107(b), (c) (leaving the determination of whether paper filings and bankruptcy dockets should be open to public examination to bankruptcy courts). See OC Response, 11. 18. At the February 14, 2011 hearing, however, the Court declared the

Original 2019 Access Motions to be procedurally infirm because, inter alia, Garlock had not filed a separate motion to reopen the Closed Cases and had not paid a filing fee in support thereof. See 2/14/2011 Hrg. Tr. at 18:1 18:8. The Court thereafter directed Garlock to file

The OC Response contains other statements that Garlock disputes and does not adopt.

motions to reopen the Closed Cases as a predicate to moving to intervene and proceeding with the 2019 Access Motions.7 RELIEF REQUESTED 19. By this Motion, Garlock moves for entry of an Order reopening the Closed

Cases, to the extent necessary, for the limited purpose of adjudicating the 2019 Access Motions. BASIS FOR RELIEF REQUEST 20. Section 350(b) of the Bankruptcy Code states that [a] case may be

reopened in the court in which such case was closed to administer assets, to accord relief to the debtor, or for other cause. 11 U.S.C. 350(b) (emphasis added). Additionally, Bankruptcy Rule 3020(d) states that [n]otwithstanding the entry of [an] order of confirmation, the court may issue any other order necessary to administer the estate. Id. 3020(d). Moreover, according to the Advisory Committee Notes to the 1991 Amendments to Bankruptcy Rule 3022, [a] final decree closing the case after the estate is fully administered does not deprive the court of jurisdiction to enforce or interpret its own orders and does not prevent the court from reopening the case for cause pursuant to 350(b) of the Code. committees notes (1991). 21. The decision to reopen a case rests within a bankruptcy courts discretion. The Third Circuit has noted that Fed. R. Bankr. P. 3022 advisory

In re Zinchiak, 406 F.3d 214, 222-24 (3d Cir. 2005).

bankruptcy courts have broad discretion to reopen cases after an estate has been administered. Id. at 223 (citations omitted); see also, e.g., In re Jet Florida Systems, Inc., 883 F.2d 970 (11th Cir. 1989) (allowing a creditor to seek recovery of a defamation claim where the creditor failed

By separate motions being filed contemporaneously herewith, Garlock, per the Courts direction, is moving to intervene in each of the Bankruptcy Cases for the limited purpose of pursuing its request to obtain access to the 2019 Exhibits.

10

to file a timely proof of claim in the debtors bankruptcy case and where the debtor had already confirmed a plan of reorganization). 22. Cause exists to reopen the Closed Cases for the purpose of adjudicating

the 2019 Access Motions. Faced with similar circumstances, courts have found that cause exists to reopen a closed case. For example, in In re North Bay General Hospital, Inc., 404 B.R. 429, 436 (Bankr. S.D. Tex. 2009), the bankruptcy court found that a request to unseal documents in the case was good cause to reopen the case: [Section] 350(b) provides, A case may be reopened in the court in which such case was closed to administer assets, to accord relief to the debtor, or for other cause. The Fifth Circuit has determined that [t]he phrase or other cause as used in 350(b) is a broad term which gives the bankruptcy court discretion to reopen a closed estate or proceeding when cause for such reopening has been shown. In re Case, 937 F.2d 1014, 1018 (5th Cir.1991) (citing In re Rosinski, 759 F.2d 539, 540-41 (6th Cir.1985) and Hawkins v. Landmark Fin. Co., 727 F.2d 324, 326 (4th Cir.1984)). Here, good cause for reopening the TKO case has been shown. The Debtor has requested that this Court unseal filings that were sealed in the TKO Case pursuant to the Agreed Order. Indeed, in its order closing the TKO Case, this Court expressly provided that it would retain jurisdiction over the Agreed Order. Therefore, this Court, pursuant to its authority under 350(b), reopened the TKO Case for the limited, administrative purpose of determining whether to unseal the Pleadings. Id. As in North Bay, Garlock seeks to reopen the Closed Cases, if necessary, solely for the limited purpose of adjudicating its 2019 Access Motions. 23. Like the Fifth Circuit, the Third Circuit has held that bankruptcy courts

have broad discretion to reopen closed cases. Zinchiak, 406 F.3d at 223. And as in North Bay, Garlock seeks to gain access to documents that are effectively sealed by the 2019 Orders. Finally, just as in North Bay, this Courts orders closing the Closed Cases expressly provided that the Court would retain jurisdiction. See, e.g., In re Owens Corning, Case No. 00-03837

11

(JKF) (D.I. 20756), 5 (This Court shall retain jurisdiction to hear and determine any matters or disputes arising in or related to the Subsidiary Debtors cases . . . .) and (D.I. 20911), 8 (This Court shall retain jurisdiction to hear and determine any matters or disputes arising in or related to the Debtors cases . . . .). Accordingly, good cause exists to reopen the Closed Cases for the limited purpose of adjudicating the 2019 Access Motions. CONCLUSION WHEREFORE, for the foregoing reasons, Garlock respectfully requests that the Closed Cases be reopened for the limited purpose of adjudicating the 2019 Access Motions. MORRIS, NICHOLS, ARSHT & TUNNELL LP By: /s/ Gregory W. Werkheiser Gregory W. Werkheiser (DE# 3553) Matthew B. Harvey (DE# 35186) 1201 North Market Street, 18th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-658-9200 Fax: 302-658-3989 DEL SOLE CAVANAUGH STROYD LLC By: /s/ Richard A. Swanson Arthur H. Stroyd, Jr. (PA# 15910) Richard A. Swanson (PA#83868) The Waterfront Building 200 First Avenue, Suite 300 Pittsburgh, PA 15222 Tel: 412-261-2393 Fax: 412-261-2110 - and Garland S. Cassada Richard C. Worf, Jr. ROBINSON, BRADSHAW & HINSON 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Tel: 704-377-8317 Fax: 704-373-391 Attorneys for Garlock Sealing Technologies LLC, Debtor-in-Posession Dated: February 18, 2011
4094459.4

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ACandS, Inc. Armstrong World Industries, Inc. Combustion Engineering, Inc. Owens Corning US Mineral Products Company USG Corp. Debtors or Reorganized Debtors. IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re Mid-Valley, Inc. Reorganized Debtors. Case No. 03-35592 (JKF) Chapter 11 Case No. 02-12687 (JKF) Case No. 00-04471 (JKF) Case No. 03-10495 (JKF) Case No. 00-03837 (JKF) Case No. 01-02471 (JKF) Case No. 01-02094 (JKF)

ORDER GRANTING MOTION OF GARLOCK SEALING TECHNOLOGIES LLC FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 350(b), FED. R. BANKR. P. 3020(d), 3022 AND 5010, REOPENING CHAPTER 11 BANKRUPTCY CASES FOR THE LIMITED PURPOSE OF SEEKING ACCESS TO 2019 STATEMENTS Upon the motion (Motion)1 of Garlock Sealing Technologies LLC (Garlock) for entry of an order, pursuant to section 350(b) of title 11 of the United States Code (the Bankruptcy Code), and Rules 3020(d), 3022, 5010 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), reopening the above-captioned chapter 11 bankruptcy cases (collectively, the Closed Cases) for the limited purpose of permitting Garlock to seek access to
1

Capitalized terms not defined herein are defined in the Motion.

certain verified statements of plaintiffs law firms made pursuant to Bankruptcy Rule 2019; the Court having considered the Motion; the Court having jurisdiction over this matter; venue being appropriate; notice of the Motion having been found proper under the circumstances; and just cause for the relief requested in the Motion being present, IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. The Closed Cases are reopened for cause pursuant to section 350(b) of the

Bankruptcy Code, for the sole purpose of permitting the Court to adjudicate the 2019 Access Motions. 3. None of the Debtors, Reorganized Debtors, or any of the post-

confirmation trusts (or other such entity as is or was responsible for the post-confirmation administration of the estates in the Closed Cases) in the Closed Cases shall be required to file post-confirmation operating reports, nor shall they be responsible for the payment of United States Trustee fees during the time when the Closed Cases are reopened. 4. Immediately upon the entry of a final order fully adjudicating the 2019

Access Motions, the Closed Cases shall be deemed automatically closed without further request by any party and without further of order the Court. 5. Nothing in this Order shall prejudice any entitys right to request to reopen

the Closed Cases (or any other bankruptcy cases) in the future. Dated: _____________________, 2011 __________________________________________ The Honorable Judith K. Fitzgerald United States Bankruptcy Judge

Hearing Date: March 28, 2011 at 9:00 a.m. (ET) Objection Deadline: March 11, 2011 at 4:00 p.m. (ET)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ACandS, Inc. Armstrong World Industries, Inc. Combustion Engineering, Inc. Owens Corning US Mineral Products Company USG Corp. Debtors or Reorganized Debtors. Chapter 11 Case No. 02-12687 (JKF) Case No. 00-04471 (JKF) Case No. 03-10495 (JKF) Case No. 00-03837 (JKF) Case No. 01-02471 (JKF) Case No. 01-02094 (JKF)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re Mid-Valley, Inc. Reorganized Debtor. Chapter 11 Case No.: 03-35592 (JKF)

NOTICE OF MOTION OF GARLOCK SEALING TECHNOLOGIES LLC FOR ENTRY OF AN ORDER, PURSUANT TO 11 U.S.C. 350(b), FED. R. BANKR. P. 3020(d), 3022 AND 5010, REOPENING CHAPTER 11 BANKRUPTCY CASES FOR THE LIMITED PURPOSE OF SEEKING ACCESS TO 2019 STATEMENTS PLEASE TAKE NOTICE that February 18, 2011, Garlock Sealing Technologies LLC, (Garlock), filed the attached Motion of Garlock Sealing Technologies LLC for Entry of an Order, Pursuant to 11 U.S.C. 350(b), Fed. R. Bankr. P. 3020(d), 3022 and 5010, Reopening Chapter 11 Bankruptcy Cases for the Limited Purpose of Seeking Access to 2019 Statements (the Motion) in the above-captioned cases (the Bankruptcy Cases) pending, as applicable, in the United States Bankruptcy Court for the District of Delaware or the United States Bankruptcy Court for the Western District of Pennsylvania (together, the Bankruptcy Courts).

PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Motion must in writing, filed on or before March 11, 2011 at 4:00 p.m. (ET) (the Objection Deadline), and served so as to be received by the undersigned counsel for Garlock on or before the Objection Deadline. If you object to the relief requested in any of the cases venued in the United States Bankruptcy Court for the District of Delaware, you must file your objection on or before the Objection Deadline with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801. The caption for your objection must include the case or cases in which your objection is made and the objection must be filed in each such case. If you object to the relief requested in the case venued in the United States Bankruptcy Court for the Western District of Pennsylvania, you must file your objection on or before the Objection Deadline with Clerk of the United States Bankruptcy Court for the Western District of Pennsylvania, 5414 U.S. Steel Tower, 600 Grant Street, Pittsburgh, Pennsylvania 15219. Only objections made in writing and timely filed and received in accordance with the procedures above will be considered by the Bankruptcy Courts. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE RELIEF REQUESTED IN THE MOTION WILL BE HELD ON MARCH 28, 2011 AT 9:00 A.M. (ET), BEFORE THE HONORABLE JUDITH K. FITZGERALD, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, WILMINGTON, DELAWARE 19801.1 IF YOU WISH TO PARTICIPATE IN THE HEARING TELEPHONICALLY, YOU MUST MAKE ARRANGEMENTS TO DO SO THROUGH COURTCALL BY TELEPHONE (866-582-6878) OR FACSIMILE (866-533-2946) NO LATER THAN MARCH 24, 2011 AT 12:00 P.M. (ET). ANY PARTY THAT FAILS TO MAKE ARRANGEMENTS THROUGH COURTCALL BY 12:00 P.M. (ET) ON MARCH 24, 2011, MAY BE PROHIBITED FROM PARTICIPATING IN THE HEARING TELEPHONICALLY.

Pittsburgh, PA-based counsel is not required to attend the hearing in person, and may participate telephonically as described in this notice.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: February 18, 2011 MORRIS, NICHOLS, ARSHT & TUNNELL LP By /s/ Gregory W. Werkheiser Gregory W. Werkheiser DE Bar No. 3553 Matthew B. Harvey DE Bar No. 5186 1201 North Market Street, 18th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-658-9200 Fax: 302-658-3989 DEL SOLE CAVANAUGH STROYD LLC By /s/ Richard A. Swanson Arthur H. Stroyd, Jr. PA ID No. 15910 Richard A. Swanson PA ID No. 83868 The Waterfront Building 200 First Avenue, Suite 300 Pittsburgh, PA 15222 Tel: 412-261-2393 Fax: 412-261-2110 - and Garland S. Cassada Richard C. Worf, Jr. ROBINSON, BRADSHAW & HINSON 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Tel: 704-377-8317 Fax: 704-373-3917 Attorneys for Garlock Sealing Technologies, LLC
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