NC0088838_RSC Receivership Case 2023-11-06-DE42_20231106

STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
COUNTY OF UNION 23-CVS-1286
IN RE:
RADIATOR SPECIALTY COMPANY, INC.,
RSC HOLDINGS, INC., RSC CHEMICAL RECEIVER'S MOTION TO APPROVE
SOLUTIONS, LLC, GUNK LLC, LIQUID CLAIMS RESOLUTION AND
WRENCH LLC, TITE SEAL LLC, RSC DISTRIBUTION PROCESS
BRANDS, LLC, and RCS LICENSOR, LLC,
Debtors.
COMES NOW Michael L. Martinez (the "Receiver"), the general receiver for Radiator
Specialty Company, Inc., RSC Holdings, Inc., RSC Chemical Solutions, LLC, Gunk LLC, Liquid
Wrench LLC, Tite Seal LLC, RSC Brands, LLC, and RCS Licensor, LLC (collectively, "RSC"),
in the above -captioned action (this "Action"), who, through counsel, hereby presents this
Receiver's Motion to Approve Claims Resolution and Distribution Process (this "Motion")
pursuant to paragraph 26 of the Order Appointing Receiver (ECF No. 4) entered in this Action on
May 23, 2023 (the "Receivership Order") and N.C. GEN. STAT. § 1-507.49(a), and in support
hereof, respectfully shows the Court as follows:
I. INTRODUCTION
1. Although RSC appears to have enjoyed great success during its nearly 100-year
history, RSC had been in the process of winding down its business operations and financial affairs
for several years prior to this Action. A flood of tort litigation caused RSC to take steps toward
winding down, ultimately leading to this receivership Action. Such tort claims remain the most
substantial liability facing RSC and therefore, RSC's receivership estate (the "Receivership
Estate"). Through this Motion, the Receiver seeks court authority to establish a trust to process
and pay tort claimants, treating both present and anticipated future claimants in the same, or
substantially similar, manner.
1
Case No.2023CVS1286 ECF No. 42 Filed 11/06/2023 13:00:06 N.C. Business Court

2. Additionally, RSC is responsible for various environmental remediation activities
on real property formerly and presently owned by RSC. Before this receivership Action was
initiated, an environmental trust was established to fund remediation obligations in conjunction
with RSC having ceased operations. Nevertheless, RSC and now its Receivership Estate continue
to bear ongoing environmental remediation expenses rather than the environmental trust that RSC
established for the precise purpose of covering those expenses under these circumstances.
Accordingly, this Motion seeks the Court's assistance in transitioning the responsibility for paying
the fees and costs arising from environmental remediation activities from the Receivership Estate
to the environmental trust.
3. Further, RSC owes, or allegedly owes, miscellaneous other debts to a variety of
creditors. Therefore, this Motion similarly proposes a process for resolving, and thereafter making
distributions on, such claims.
II. FACTUAL BACKGROUND'
4. As set forth in the Receivership Order, a receiver was appointed "to manage,
operate, protect, maintain and/or preserve RSC and its assets.... to ensure an orderly liquidation
of RSC's [a]ssets, to evaluate claims against RSC, to process distributions to RSC's creditors and
ultimately to dissolve RSC." See ECF No. 4, at 7, ¶ 35.
5. Specifically as to claims resolution and distribution, the Receivership Order directs
the Receiver to "recommend to the Court a process for resolving claims against the Receivership
Estate" and "recommend to the Court a method and process for distributing Receivership Estate
funds to holders of allowed claims." See ECF No. 4, at 21, ¶ 26.
' Many of the factual allegations contained in this Motion are supported by the Affidavit of Michael L. Martinez
in Support of Claims Procedures Motion filed contemporaneously herewith (hereinafter cited to as "Martinez Aff. ").
2

A. RSC's Liabilities
6. The Receiver proposes to group known claims against RSC2 into three categories:
(a) tort claims; (b) environmental claims; and (c) a catchall for all other claims. Martinez Aff., at
2,¶6.
i. Tort Claims aizainst RSC
7. Since the early 2000s, RSC has faced time-consuming, expensive, and
overwhelming personal injury litigation, primarily for bodily injuries allegedly caused by long-
term exposure to benzene in RSC's products. See ECF No. 4, at 4, ¶¶ 20-23. Unfortunately, as
was ultimately determined by the Supreme Court of North Carolina,3 RSC could only rely on a
tiny fraction of the insurance coverage that RSC thought it had bargained for to address those
claims. See ECF No. 4, at 4-5, ¶¶ 24-28.
8. Although RSC recovered nearly $35 million in coverage settlements and other
payments from its insurers for defense and indemnity costs over the past two decades, the Supreme
Court's recent holding means that RSC was only entitled to recover approximately $16 million
from its insurers over that time period. See ECF No. 4, at 6, ¶ 29. In other words, but for the
efforts of RSC's financial experts and other professionals, RSC would have had about $19 million
less to pay toward defending and resolving tort litigation than RSC was able to recover.
9. Following the Supreme Court's ruling, only one insurer, Landmark American
Insurance Company ("Landmark"), has any continuing duty to defend or indemnify RSC going
forward for claims involving bodily injuries allegedly caused by long-term exposure to benzene
contained in RSC's products ("Benzene Claims"). See Martinez Aff., at 2, ¶ 8. Specifically,
2 All references herein to claims against RSC are likewise intended as references to claims against the
Receivership Estate.
See Radiator Specialty Co. v. Arrowood Indemnity Co., 383 N.C. 387 (2022).
3

Landmark is responsible for defending and indemnifying RSC for a pro rata portion of amounts
incurred by RSC on Benzene Claims where the claimant was exposed to benzene in RSC's
products at some point during the period of Landmark's occurrence -based coverage, which begins
on October 8, 2003 and ends on May 1, 2014. See MartinezAff., at 3, ¶ 10. While each claimant's
exposure period is unique, the average pro rata share that Landmark has been obligated to pay
under its policies toward the settlements RSC has reached in the subset of Benzene Claims that
trigger Landmark's coverage is approximately 5%. See Martinez Aff., at 3, ¶ 10.
10. In light of the foregoing, the Receiver has reached an agreement in principle with
Landmark which is the subject of the Motion to Approve Settlement with Landmark American
Insurance Company filed contemporaneously herewith, whereby Landmark would make a one-
time, lumpsum payment to the Receiver in the amount of $1,500,000.00 in full and final
satisfaction of any and all duties or other obligations owed by Landmark to RSC (the "Landmark
Settlement"). The relief requested in this Motion assumes that the Court will approve, and is
conditioned upon the Court approving, the Landmark Settlement.
11. The amounts that RSC has paid historically with respect to Benzene Claims have
fluctuated meaningfully based on exposure periods and the disease(s) alleged to have been caused
by the benzene exposure. See Martinez Aff., at 3, ¶ 11.
12. Regarding exposure periods, because RSC's products have not contained benzene
as an ingredient since it discontinued the raffinate-based formulation of Liquid Wrench in 1978
(see ECF No. 4, at 4, n.l), RSC has paid very little in settlement amounts on Benzene Claims
where the claimant's alleged exposure began after 1978 ("Post-78 Claims"). See Martinez Aff., at
3-4, ¶¶ 12-13. Upon information and belief, prior to this Action, the overwhelming majority of
Post-78 Claims either were never pursued against RSC (because of the unlikelihood of recovery

therefrom) or were dismissed without the claimant receiving any settlement or other payment from
RSC or its insurers. See Martinez Aff., at 3-4, ¶¶ 12-13.
13. Regarding the diseases that gave rise to Benzene Claims, RSC has paid
approximately: (a) $50,000 per settlement for Benzene Claims based on (i) Non -Hodgkin
Lymphoma, (ii) Chronic Lymphocytic Leukemia, and (iii) Multiple Myeloma (collectively,
"Tier 1 Diseases"); (b) $100,000 per settlement for Benzene Claims based on (i) Acute
Myelogenous and Myeloid Leukemia ("AMU) and (ii) Myelodysplastic Syndrome ("MDS")
(collectively, "Tier 2 Diseases"); and (c) $150,000 per settlement for Benzene Claims based on a
combination of MDS and AML ("Tier 3 Disease"). See Martinez Aff., at 4, ¶ 14.
14. Through the years, RSC also has settled fewer than five cases per disease for
Benzene Claims based on the following other diseases or combination of diseases (collectively,
"Other Diseases"): Aplastic Anemia; Chronic Myelogenous and Myeloid Leukemia; Kidney
Cancer; Myelofibrosis; Sarcoma; and Stomach Cancer. There are not enough settlements based
on Other Diseases to establish a statistical trend. See Martinez Aff, at 4, ¶ 15.
15. The historical settlement figures provided to the Receiver indicate that RSC paid
the following amounts in final settlements of Benzene Claims over the ten (10) full calendar years
preceding this Action.4
4 Based on information provided to the Receiver, the Receiver understands that the indemnity amounts paid
by RSC in 2020, 2021, and 2022 were substantially less than the preceding seven (7) years because RSC had limited
cash available and was stretching its funds as far as possible while the insurance coverage litigation appeal process
played out, with cooperation from plaintiffs' counsel. Also, as a result of COVID-19 court shutdowns, trials on
Benzene Claims were not being set. Once trials began to be scheduled again, given RSC's scarcity of resources,
plaintiffs' counsel typically either agreed to dismissals without prejudice (with tolling agreements) or to settlements
for substantially less than what RSC had paid historically. See Martinez Aff., at 5, ¶ 17.
5

Year Claim
Paid
Total $$$ Paid on Benzene
Claim Settlements
2013
$1,398,500.00
2014
$1,566,000.00
2015
$1,093,500.00
2016
$737,000.00
2017
$2,305,000.00
2018
$3,116,000.00
2019
$2,770,000.00
2020
$35,000.00
2021
$142,000.00
2022
$515,000.00
TOTAL
$13,678,000.00
AVERAGE
$1,367,800.00
See MartinezAff., at 4, ¶ 16. The foregoing amounts do not include the costs and expenses incurred
by RSC in defending against Benzene Claims, only amounts paid to the plaintiffs.
16. The Receiver's professionals have estimated the number of Benzene Claims that
may be asserted against RSC in the future and predict that RSC will receive an additional 280
Benzene Claims, of which 80 are predicted to be Post-78 Claims. See Martinez Aff., at 5, ¶ 18.
17. In addition to Benzene Claims, RSC also has been named as a defendant over the
past approximately 20 years in: (a) nearly 5,000 lawsuits for claims relating to bodily injuries
allegedly caused by asbestos in RSC's products ("Asbestos Claims"); and (b) more than 350
product liability property damage claims ("Product Liability Claims," and, collectively with
Benzene Claims and Asbestos Claims, "Tort Claims"). See Martinez Aff., at 5, ¶ 19.
18. Based on historical settlement figures provided to the Receiver, RSC paid the
following amounts in final settlements of Asbestos Claims during the ten (10) full calendar years
preceding this Action.
0

Year Claim
Paid
Total $$$ Paid on
Asbestos Claims
Total # of Asbestos
Claims Paid
Average Amount Paid
Per Claim
2013
$87,250.00
130
$671.15
2014
$45,000.00
71
$633.80
2015
$27,000.00
39
$692.31
2016
$31,250.00
58
$538.79
2017
$31,750.00
52
$610.58
2018
$12,000.00
15
$800.00
2019
$53,750.00
60
$895.83
2020
$71,500.00
85
$841.18
2021
$23,750.00
17
$1,397.06
2022
$40,750.00
16
$2,546.88
TOTAL
$424,000.00
543
$780.85
AVERAGE
$42,400.00
54.3
$780.85
See Martinez Aff., at 5, ¶ 20.
19. Based on historical settlement figures provided to the Receiver, RSC paid the
following amounts in final settlements of Product Liability Claims during the ten (10) full calendar
years preceding this Action.
Year Claim
Made
Total $$$ Paid on
Product Liability Claims
Total # of Product
Liability Claims Paid
Average Amount Paid
Per Claim
2013
$75,501.75
8
$9,437.72
2014
$159,221.64
6
$26,536.94
2015
$342,934.32
30
$11,431.14
2016
$472,368.62
31
$15,237.70
2017
$622,671.58
38
$16,386.09
2018
$329,596.74
24
$13,733.20
2019
$265,571.15
20
$13,278.56
2020
$200,817.58
22
$9,128.07
2021
$30,166.67
4
$7,541.67
2022
$45,443.04
3
$15,147.68
TOTAL
$2,544,293.09
186
$13,679.00
AVERAGE
$254,429.31
18.6
$13,679.00
See Martinez Aff., at 6, ¶ 21.
20. To summarize the foregoing, in considering the total amount that RSC has paid on
the different types of Tort Claims defined herein, those payments reflected distributions of 83%
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on Benzene Claims, 15% on Product Liability Claims, and 2% on Asbestos Claims.5
ii. Environmental Claims against RSC
21. The records provided to the Receiver indicate the following regarding claims
arising from pollutants, hazardous waste, or other contaminants found on real property owned,
now or formerly, by RSC, including, without limitation, claims regarding the investigation,
assessment, and evaluation of environmental conditions; clean-up; monitoring, maintenance, and
corrective action; reporting and other related remediation activities ("Environmental Claims").
22. In 1996, RSC was issued a Hazardous Waste Management Permit pursuant to the
Resource Conservation and Recovery Act (the "RCRA Permit") and a National Pollutant
Discharge Elimination System Permit (the "NPDES Permit," and together with the RCRA Permit,
the "Radiator Permits") relating to pollutants found on real property owned, now or formerly, by
RSC. Pursuant to the Radiator Permits, for many years RSC conducted environmental response
activities ("Response Activities") including, but not limited to, investigation, assessment, and
evaluation of environmental conditions; clean up; monitoring, maintenance, and corrective action;
reporting and other remediation activities. See Martinez Aff., at 6, ¶ 23.
23. On May 30, 2017, RSC, as grantor, and Truist Bank (f/k/a Branch Banking &
Trust), as trustee, entered into an irrevocable trust agreement (the "Environmental Trust
Agreement"), whereby a trust (the "Environmental Trust") was established to provide assurance
to the North Carolina Department of Environmental Quality ("NCDEQ") that funds would be
available when needed for closure and/or post -closure care and/or corrective action regarding the
Radiator Permits. See Martinez Aff., at 6, ¶ 24. Upon information and belief, the balance of funds
5 More specifically, over the last 10 full calendar years, 2013-2022, the total paid to settle Tort Claims broke
down as follows: 82.36% on Benzene Claims, 15.12% on Product Liability Claims, and 2.52% on Asbestos Claims.
Focusing instead on the 7 years prior to COVID-19, the allocations were 83.75% on Benzene Claims, 14.42% on
Product Liability Claims, and 1.83% on Asbestos Claims.

currently in the Environmental Trust is $1,842,300. See Martinez Aff., at 7, ¶ 25.
24. RSC is a party to a Post -Closing Access and Limited Indemnity Agreement with
600 Radiator Road, LLC ("600 Radiator") whereby RSC continues to perform the Response
Activities and bear the costs thereof on real property that RSC sold to 600 Radiator subject to the
Radiator Permits. See Martinez Aff., at 7, ¶ 26. And, as of the date of filing this Motion, the
Receivership Estate continues to bear the cost of the Response Activities. Martinez Aff., at 7, ¶ 27.
25. Upon information and belief, the purpose and intent of the Environmental Trust
Agreement was (and is) to provide a source for funding the Response Activities if and when RSC
ceased normal business operations and began the process of winding down. Martinez Aff., at 7,
¶ 28. The Environmental Trust Agreement is silent, however, on when the responsibility for
funding Response Activities may (or must) be transitioned from RSC to the Environmental Trust.
26. Since entry of the Receivership Order, the Receiver, through the Receiver's
counsel, has diligently worked to determine how to transition management of the Response
Activities (or, at least, payment of the expenses incurred in connection therewith) to the
Environmental Trust, including multiple communications with: (a) RSC's environmental
engineers; (b) RSC's former environmental attorneys; (c) various NCDEQ representatives;
(d) attorneys and other representatives of 600 Radiator; (e) the trustee of the Environmental Trust;
and (f) T. Hill Davis, III, the Assistant Attorney General with the North Carolina Department of
Justice responsible for handling certain matters concerning NCDEQ. Martinez Aff., at 7, ¶ 29.
Nevertheless, none of those parties has provided the Receiver with clear direction on how to access
the funds in the Environmental Trust to pay for Response Activities going forward. Martinez Aff.,
at7,¶30.
27. Meanwhile, the Receiver has been reluctant to stop paying for Response Activities
in fear of creating an economic claim by NCDEQ (or others) against other assets of the
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Receivership Estate. Martinez Aff., at 7, ¶ 31. RSC typically pays between $25,000 and $50,000
per year on Response Activities. Martinez Aff., at 7, ¶ 32. Based on the Receiver's calculations,'
the Environmental Trust has sufficient funds to cover Response Activities for at least sixty (60)
years into the future. Martinez Aff., at 8, ¶ 33.
iii. Other Miscellaneous Claims aizainst RSC
28. Although the Tort Claims and Environmental Claims are the most substantial
liabilities facing RSC, the Receiver's investigation has revealed other outstanding liabilities owed,
or allegedly owed, by RSC ("Miscellaneous Claims"), including, without limitation: (a) sums
purportedly owed to a widow of a former executive officer of RSC pursuant to an alleged pension
benefits agreement; (b) a disputed claim asserted by the Canada Revenue Agency for payroll /
employment taxes; (c) various types of taxes purportedly owed to state and federal taxing
authorities; (d) outstanding invoices for RSC's local counsel incurred in defending against Tort
Claims around the country and other professionals previously engaged by RSC; (e) debts arising
from various utilities and other similar services, such as waste management, shipping costs, and a
drinking water / refreshment provisions; (f) unpaid insurance premiums; (g) hypothetical
contribution, indemnification, or other similar reimbursement -type claims based on joint liability
for alleged torts; and (h) a $200.00 claim asserted by the North Carolina Department of Labor
relating to an elevator at 600 Radiator Road, Indian Trial, North Carolina, RSC's former
headquarters. See Martinez Aff., at8, ¶ 34.
6 These calculations assume the Response Activities will remain constant at $50,000 per year and that the trust
principal will earn a constant return of two percent (2%) per annum.
7 According to the Receiver's investigation, historically no alleged joint tortfeasor or co-defendant on an
alleged RSC Benzene Claim has ever asserted a claim for contribution, indemnification, or other similar
reimbursement for joint liability against RSC. See Martinez Aff., at 8, ¶ 35.
10

B. RSC's Assets
29. As of the date of this Motion, the Receiver estimates the value of the Receivership
Estate's assets as set forth in the following chart.
ASSET DESCRIPTION
ESTIMATED
VALUE
Cash on Hand
$2,950,102.48
52.6 Acre Tract in Indian Trail, NC titled to RSC the "Real Property")
$500,000.00
Promissory Note Due from Blumenthal Brands Integrated, LLC
$2,260,487.18
Proposed Settlement with Landmark
$1,500,000.00
Potential tort claims, avoidance actions, and other causes of action
$???
TOTAL
$7,210,589.66
Martinez Aff., at 9, ¶ 36. The $1,842,300 in the Environmental Trust is NOT included in the above
figures. See Martinez Aff., at 9, ¶ 36.
C. RECEIVER'S THEORY
30. The overarching concept behind this Motion is that, based on the Receiver's
projections, assumptions, and other estimations, the Receiver believes there are sufficient assets
available to essentially pay all present claimants —and at least a majority of future claimants
forty percent (40%) of the approximate amount the claimants could have expected to receive from
RSC had RSC remained a viable business enterprise. See Martinez Aff., at 2, ¶ 5.
III. RELIEF REQUESTED
31. Through this Motion, the Receiver seeks to establish, by Court order, a process for
resolving present and future claims against RSC and/or the Receivership Estate and making
distributions on claims ultimately deemed to be allowed (the "Claims Procedures"). These Claims
Procedures are intended to apply to all Tort Claims, Environmental Claims, and Other
Miscellaneous Claims as set out below.
A. Establishment of Liquidating Trust to Address Tort Claims
32. To address the Tort Claims against RSC, the Receiver proposes to establish the
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"Radiator Specialty Company Liquidating Trust" ("Liquidating Trust") through the "Radiator
Specialty Company Liquidating Trust Agreement" (the "Liquidating Trust Agreement"), the terms
of which are summarized this Motion. On or before the thirtieth (30th) day following an order
approving these Claims Procedures becoming a final, non -appealable order (the "Effective Date"),
Michael L. Martinez —both as grantor on behalf of the Receivership Estate and as the initial trustee
of the Liquidating Trust (the "Liquidating Trustee") —shall execute the Liquidating Trust
Agreement establishing the Liquidating Trust in the form attached hereto as Exhibit A. To the
extent the provisions of the Liquidating Trust Agreement are inconsistent with the text in this
Motion and supporting documents, the provisions of contained in this Motion (and, ultimately, any
order granting this Motion) shall control.
a. Liquidating_ Trustee. The Liquidating Trustee shall have the unilateral
power to appoint one or more successor Liquidating Trustees. In the event that Michael L.
Martinez is unable or unwilling to name a successor Liquidating Trustee and no Liquidating
Trustee is presently serving and competent to act, Michael L. Martinez's law partner, A. Cotten
Wright, shall have such appointment power. Notwithstanding any of the foregoing to the contrary,
any party in interest may, at any time, petition the Union County, North Carolina Superior Court
for the removal or other substitution of the Liquidating Trustee upon a showing of sufficient
grounds for such removal or other substitution.
b. Fundingoquidatinfz Trus . Upon the Effective Date, all funds, insurance
policies, contract rights, causes of action, and any other assets of any kind or nature of the
Receivership Estate, other than $750,000.00 in cash (the "Holdback"), shall be conveyed to, vested
in, owned by, and otherwise transferred to the Liquidating Trust.
i. Within thirty (30) days of the Effective Date, the Receiver shall:
(A) execute a Bill of Sale evidencing the transfer of the Receivership Estate's personal property
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assets (less the Holdback) to the Liquidating Trust; and (B) open a deposit account with a federally
insured financial institution in the name of the Liquidating Trust and transfer all of the
Receivership Estate's cash on hand, less the Holdback amount, to the new deposit account.
ii. To the extent the Liquidating Trust receives assets from the
Receivership Estate that remain unliquidated, the Liquidating Trustee shall monetize such assets
of the Liquidating Trust at the earliest opportunity consistent with Liquidating Trustee's obligation
to preserve and enhance the value of the Liquidating Trust assets and to provide prompt and
equitable distribution of the Liquidating Trust assets to holders of present and future Tort Claims,
and consistent with any provision of the Liquidating Trust Agreement imposing restrictions on the
Liquidating Trust assets.
iii. Notwithstanding anything herein to the contrary, the Receiver shall
not convey record title to the Real Property to the Liquidating Trust; rather, the Receiver shall
transfer the net cash proceeds from the sale of the Real Property to the Liquidating Trust
contemporaneously with a closing of the sale of the Real Property.
iv. The Liquidating Trust's assets shall be allocated 83% for the
payment of Benzene Claims (the "Benzene Fund"), 15% for the payment of Product Liability
Claims (the "Product Liability Fund"), and 2% for the payment of Asbestos Claims (the "Asbestos
Fund," and, together with the Benzene Fund and the Product Liability Fund, the "Sub -Funds"). In
the event that the Liquidating Trust receives no Tort Claim Forms (as defined below) asserting
claims that would be paid out of a particular Sub -Fund during any period of 365 consecutive days
after the Liquidating Trust is created, then the Liquidating Trustee shall have the option of
terminating that Sub -Fund and reallocating the corresponding funds to the other Sub -Funds, and
thereafter no further claims that would have been paid out of the terminated Sub -Fund shall be
allowed by the Liquidating Trustee or payable from Liquidating Trust assets. If, after the
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Liquidating Trustee converts all of the Liquidating Trust's assets to cash, the Benzene Fund, the
Product Liability Fund, or the Asbestos Fund runs out of cash allocated to that Sub -Fund, then the
Liquidating Trustee shall not allow any further claims that would have been paid out of the
depleted Sub -Fund, and the applicable type of Tort Claim shall no longer be payable from
Liquidating Trust assets.
C. Liquidating_ Trustee Fees and Expenses. The Liquidating Trustee shall be
entitled to compensation for services rendered to and on behalf of the Liquidating Trust at an
hourly rate of $175, which shall not be subject to future adjustment. The Liquidating Trustee's
fees and all reasonable and necessary expenses incurred by the Liquidating Trustee in
administering the Liquidating Trust shall be compensable from the Liquidating Trust's assets, with
the resulting reduction in assets available to pay Tort Claims allocated between the Benzene Fund,
the Product Liability Fund, and the Asbestos Fund 83% / 15% / 2%, respectively.
d. Timing of Liquidating Trust Distributions. Generally, the Liquidating
Trustee will pay claims based on a "first in, first out" principle. The Liquidating Trustee shall use
reasonable efforts to distribute funds on any and all Tort Claims that are deemed Allowed Claims
(as set forth below) as soon as reasonably practicable after review and receipt of a fully executed
claim form in a form substantially similar to the attached Exhibit B, which is incorporated herein
by reference (the "Tort Claim Form"); provided, however, that the Liquidating Trustee shall NOT
be required to distribute funds more than once per calendar month. Notwithstanding, to the extent
that, at any given time, the Liquidating Trust lacks sufficient funds to satisfy allowed Tort Claims,
or the Liquidating Trustee otherwise determines that Liquidating Trust's liquidity is too limited to
warrant distributions, the Liquidating Trustee shall satisfy such claims as soon as reasonably
practicable after sufficient funds become available or the limited liquidity is otherwise remedied
(as determined in the Liquidating Trustee's sole discretion), with earlier Tort Claims having
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priority over later Tort Claims based on the date the that the Liquidating Trustee received the
corresponding Tort Claim Form.
e. Periodic Adjustment of Distribution Amounts. As determined by the
Liquidating Trustee in the Liquidating Trustee's unilateral discretion, but no less frequently than
once every calendar year, the Liquidating Trustee shall reassess the distribution amounts paid to
holders of allowed Tort Claims and may, after such review, revise such amounts, if deemed
necessary and appropriate in the Liquidating Trustee's judgment. Any such evaluation shall be
performed in a flexible and pragmatic manner that includes consideration of the relevant
circumstances, including the limitations inherent in the inability to precisely predict future assets
and liabilities of the Liquidating Trust, the costs involved in preparing such evaluations, and any
other factors that the Liquidating Trustee considers relevant. In the event that the Liquidating
Trustee determines that any distribution amounts should be changed, such change shall be applied
to all future claimants and any present claimant who has not received a distribution from the
Liquidating Trust at the time that such change becomes effective. The Liquidating Trust shall not
attempt to recover from any paid claimant or claimant's representative the difference between the
amount paid to the claimant and the then -prevailing distribution amount, and no claimant or
claimant's representative will have any obligation to return to the Liquidating Trust any such
differential. In the event that distribution amounts are increased, the Liquidating Trustee shall
have the discretion to make an additional distribution(s) to those claimants whose cumulative
payment was less than the new higher distribution amount, consistent with the objective of paying
the holders of similar allowed Tort Claims in a substantially similar manner.
f. Excused from Court Appearances. The Liquidating Trust shall not be
required to enter an appearance in any court as to any Tort Claim, nor shall the Liquidating Trust
be subject to discovery sanctions, default judgment, or any other levy or execution on any
15

judgment, and under no circumstances shall the Liquidating Trust be required to pay any claims
of any sort except in accordance with these Claims Procedures and the Liquidating Trust
Agreement.
B. Resolution of Tort Claims through the Liquidating Trust
33. Any and all holders of Tort Claims who seek a recovery from RSC, the
Receivership Estate, or the Liquidating Trust shall submit a fully executed Tort Claim Form, which
may be allowed and paid from the Liquidating Trust pursuant to the following process.
a. In order to be deemed an "Allowed Claim" by the Liquidating Trustee, the
claimant's Tort Claim Form must be fully and accurately completed and signed under penalty of
perjury by the claimant or the claimant's legal representative (if the claimant is deceased or
incompetent).
b. In order for a Benzene Claim or an Asbestos Claim to be deemed an
"Allowed Claim" by the Liquidating Trustee, the holder of such claim also must attach to the Tort
Claim Form (i) an affidavit signed under oath --or evidence of some other kind of sworn
testimony —affirming the claimant's allegations of exposure to benzene or asbestos (as applicable)
in RSC's products, including specifically identifying which RSC product(s) allegedly caused the
injury, and (ii) proof of diagnosis of the disease(s) alleged to have been caused by exposure to
benzene or asbestos (as applicable) contained in RSC's products.
C. In order for a Product Liability Claim to be deemed an "Allowed Claim" by
the Liquidating Trustee, the holder of such claim also must attach to the Tort Claim Form (i) an
affidavit signed under oath —or evidence of some other kind of sworn testimony —affirming that
the claimant sustained property damage caused by an item containing a component manufactured
or sold by RSC and that the injury occurred within five (5) years of purchasing said item and
(ii) detailed documentation as to the alleged damages caused by said item.
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d. In the event that the Liquidating Trustee determines that a Tort Claim Form
is incomplete or should otherwise be disallowed in whole or in part, the Liquidating Trustee shall
contact (or attempt to contact) the claimant and make a reasonable effort to resolve any apparent
deficiency or dispute with the claimant. If the Liquidating Trustee and claimant cannot amicably
resolve any disputes over the allowance of a Tort Claim Form, then the parties shall submit to
binding arbitration upon the terms and conditions more fully set forth in the Liquidating Trust
Agreement. To the extent the arbiter rules in favor of the Liquidating Trust, any reasonable and
necessary fees and costs, including attorneys' fees, incurred by the Liquidating Trust in
participating in the arbitration shall be deducted from any distribution that the claimant may be
entitled to from the Liquidating Trust.
e. Once the Liquidating Trustee determines that a Tort Claim should be
deemed an Allowed Claim, the Liquidating Trustee shall mail a check in the amount indicated in
the chart below as a full and final accord and satisfaction of the Tort Claim to the address indicated
in the Tort Claim Form; provided, however, that the Liquidating Trustee shall NOT be required to
distribute funds on allowed Tort Claims more than once per calendar month.
Type of Allowed Tort Claim
Distribution Amount
Allowed Benzene Claim for "Tier 3 Disease"
$60,000.00
Allowed Benzene Claim for An "Tier 2 Diseases"
$40,000.00
Allowed Benzene Claim for An "Tier 1 Diseases"
$20,000.00
Allowed Benzene Claim for An "Other Diseases"
$5,000.00
Allowed Post-78 Claim for Any Qualifying' Disease
$750.00
Allowed Product Liability Claim
$5,500.00
Allowed Asbestos Claim
$325.00
A claimant's negotiation of a distribution check drawn on the Liquidating Trust account shall
constitute (A) the claimant's irrevocable agreement to the Liquidating Trustee's categorization of
8 A qualifying disease for a Post-78 Claim to be entitled to a Liquidating Trust distribution includes only the
following: the Tier 3 Disease; any of the Tier 2 Diseases; and any of the Tier 1 Diseases. Post-78 Claims based on
Other Diseases (or any other disease) shall not be allowed by the Liquidating Trustee.
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the Tort Claim and (B) a full release of any and all claims of any nature whatsoever against the
Liquidating Trustee, the Liquidating Trust, RSC, the Receiver, and the Receivership Estate (and
any of their attorneys, employees, representatives, and other agents). Notwithstanding any of the
aforementioned release language indicating otherwise, in the event of a verdict against others, any
judgment entered on the verdict that takes into account the status of RSC or the Liquidating Trust
as a joint tortfeasor legally responsible for the claimant's injuries shall be reduced by no more than
the total and actual amount paid to the claimant by the Liquidating Trust as consideration for the
release or such lesser amount as allowed by law.
34. Claims by any hypothetical party for contribution, indemnification, or other similar
reimbursement for joint liability on alleged torts shall not be compensable through the Liquidating
Trust and shall be automatically deemed disallowed by the Liquidating Trustee. Similarly,
notwithstanding their possible availability in the tort system, attorneys' fees, costs, punitive
damages, pre judgment interest, post judgment interest, interest on deferred payments, and any
other type of interest, delay damages, or similar damages associated with Tort Claims shall not be
paid or allowed through the Liquidating Trust.
35. Except as expressly limited by the Liquidating Trust Agreement, the Liquidating
Trustee shall have all power and authority to deal with the Liquidating Trust's assets in the
Liquidating Trustee's discretion, including, without limitation, the power and authority to deposit
the Liquidating Trust's assets in an interest -bearing account or otherwise invest assets, to execute
any and all documents (or take any other action) deemed necessary to implement the purposes of
these Claims Procedures without additional confirmation by the Court, to sue, and to hire
professionals.
36. Although the Liquidating Trustee shall generally protect the personal financial,
medical, and other personally identifiable information of claimants from public disclosure, the
In

Liquidating Trust's records shall be subject to disclosure to co-defendants, alleged joint
tortfeasors, and other third parties with a legitimate need for the information upon the Liquidating
Trustee's receipt of a subpoena duces tecum seeking such records and the Liquidating Trustee
shall have no obligation to provide any advance notice to the corresponding claimant(s) whose
information is sought before making the disclosure. Notwithstanding any of the foregoing to the
contrary, the Liquidating Trustee may freely share claimants' personal financial, medical, and
other personally identifiable information with the Liquidating Trustee's professionals.
C. Resolution of Environmental Claims through the Environmental Trust
37. No holder of an Environmental Claim —including, without limitation, the
Environmental Protection Agency, NCDEQ, 600 Radiator (or any affiliate thereof), The Bailey
Patrick Family, LLC (or any affiliate thereof), or any other prospective purchaser of the Real
Property —shall have any claim to or against, or right to receive a distribution from, RSC, the
Receivership Estate, or the Liquidating Trust. Rather, the holders of Environmental Claims may
seek recovery from the Environmental Trust if approved by the NCDEQ upon the procedures,
terms, and conditions set forth in the agreement creating the Environmental Trust and otherwise
applicable laws, rules, and regulations. Nothing herein is intended to give any third -party any new
defense, rights, or relief from any environmental obligations otherwise due and owing to any other
third -party.
D. Resolution of Miscellaneous Claims from the Holdback
38. Except as otherwise specifically provided herein, Miscellaneous Claims will be
resolved through the Receivership Estate in this Action, and not through the Liquidating Trust or
the Environmental Trust. Miscellaneous Claims may be allowed and paid from the Holdback
pursuant to the process outlined below.
a. Within fourteen (14) days of the Effective Date, the Receiver shall send a
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notice of the opportunity to submit a claim against the Receivership Estate to all known purported
holders of Miscellaneous Claims in a form substantially similar to that appearing as Exhibit C,
attached hereto and incorporated herein by reference (the "Miscellaneous Claim Form"), as well
as a copy of the order approving these Claims Procedures and a blank Miscellaneous Claim Form.
b. Holders of Miscellaneous Claims shall attach to the Miscellaneous Claim
Form all documentary evidence supporting their Miscellaneous Claim in their reasonable
possession, including, without limitation, the purported contract upon which the claim is based.
C. Each holder of a Miscellaneous Claim shall have sixty (60) days following
the Receiver sending notice of the ability to submit a Miscellaneous Claim Form to such holder to
return to the Receiver a duly executed Miscellaneous Claim Form (the "Claim Submission
Deadline"). In the event that a holder of a Miscellaneous Claim fails to submit a Miscellaneous
Claim Form to the Receiver on or before the Claim Submission Deadline, such holder's
Miscellaneous Claim shall be barred as untimely and shall not be entitled to any distribution from
the Receivership Estate.
d. In the event that the Receiver determines that a submitted Miscellaneous
Claim Form is incomplete or should otherwise be disallowed in whole or in part, the Receiver shall
contact (or attempt to contact) the claimant and shall make a reasonable effort to resolve any
apparent deficiency or other dispute with the claimant.
39. The allowance of Miscellaneous Claims shall be determined by court order.
Accordingly, within sixty (60) days of any Claim Submission Deadline, the Receiver shall file a
report and recommendation with the Court regarding the proposed allowance (or disallowance) of
any and all Miscellaneous Claims subject to the preceding Claim Submission Deadline (a "Claims
Report"). The Court's Order on the Claims Report will determine the allowed amounts of all
claims addressed therein, including any disputed claims.
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40. The Receiver shall satisfy all allowed Miscellaneous Claims by making a one-time
distribution equal to forty percent (40%) of each allowed Miscellaneous Claim from the Holdback
in the form of a check mailed to the address indicated in the corresponding Miscellaneous Claim
Form. In addition, the costs incurred by the Receiver in reviewing Miscellaneous Claims, drafting
and prosecuting the Claims Report, and otherwise administering and closing out the Receivership
Estate in this Action as provided in the Receivership Order ("Receivership Administrative
Expenses") shall be fully reimbursable from the Holdback.
41. To the extent that the Holdback is insufficient to satisfy Receivership
Administrative Expenses in full and make distributions of 40% of the allowed amounts of all
Miscellaneous Claims, the Receiver shall pay each holder of an allowed Miscellaneous Claim such
holder's pro rata portion of the Holdback less the Receivership Administrative Expenses.
E. Dissolution of the RSC Entities
42. Within fourteen (14) days of the Effective Date, the Receiver shall file articles of
dissolution for all of the RSC entities with the North Carolina Secretary of State. Upon filing such
articles of dissolution, the Receiver shall provide public notice of the dissolutions in accordance
with N.C. GEN. S`rAT. §§ 55-14-07 and 57D-6-11. Such public notice shall also disclose the
existence of the Liquidating Trust as the vehicle for resolving present and future Tort Claims. In
the event that an unknown creditor thereafter commences a proceeding against RSC within five
(5) years after the publication notice, then any subsequent judgment entered against RSC—or
settlement agreed to by the Liquidating Trustee —shall be recoverable only from the assets of the
Liquidating Trust, with the resulting reduction in assets available to pay Tort Claims allocated
between the Benzene Fund, the Product Liability Fund, and the Asbestos Fund 83% / 15% / 2%,
respectively.
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F. Retention of Jurisdiction
43. This Court shall retain exclusive jurisdiction: to determine all claims,
controversies, suits, and disputes that may arise in connection with the interpretation, enforcement,
or consummation of this Motion, these Claims Procedures, or in connection with the obligations
of the Receiver or Liquidating Trustee, and to enter such orders as may be necessary or appropriate
to implement any distributions to holders of allowed claims; to consider any modification, remedy
any defect, or reconcile any inconsistency in these Claims Procedures; and to issue any order in
aid of execution of these Claims Procedures.
IV. BASIS FOR RELIEF
44. The legal support for approving the Claims Procedures is more fully set forth in the
Memorandum of Law filed contemporaneously herewith (the "Receiver's Brief').
V. ARGUMENT
45. For the reasons more fully set forth in the Receiver's Brief, approval of the Claims
Procedures: (a) would advance this Action toward a prompt resolution; (b) would fairly and
reasonably balance the competing interests of the different holders of claims against RSC;
(c) would establish a fundamentally equitable manner of winding up RSC's affairs; and (d) would
otherwise serve the best interests of the Receivership Estate.
46. The Receiver's counsel conferred with all counsel who have appeared in this Action
to date, all of whom, with the sole exception to counsel for U.S. Steel Corporation, expressed no
opposition to the relief requested through this Motion. The Receiver's counsel is informed that
U.S. Steel Corporation opposes at least a portion of the relief requested through this Motion.
WHEREFORE, the Receiver respectfully prays that the Court enter and Order:
(a) granting this Motion;
(b) approving the Liquidating Trust Agreement to address Tort Claims and the relative
procedures thereto;
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(c) approving the bar against Environmental Claims receiving further distributions
from the Receivership Estate or Liquidating Trust;
(d) approving the resolution of Miscellaneous Clams through the Holdback subject to
further orders of the Court;
(e) approving all other aspects of the Claims Procedures set forth herein as being
proposed in good faith, as being fair and reasonable, and as reflecting the best interests of the
Receivership Estate; and
(f) granting such other and further relief as may be just and proper.
Respectfully submitted, this 6th day of November, 2023.
/s/ Michael L. Martinez
Michael L. Martinez (N.C. Bar No. 39885)
A. Cotten Wright (N.C. Bar No. 28162)
Anna S. Gorman (N.C. Bar No. 20987)
Grier Wright Martinez, PA
521 East Morehead Street, Suite 440
Charlotte, North Carolina 28202
Phone: [phone]; Fax: [phone]
Email: [e-mail]
Attorneys for the Receiver
23

STATE OF NORTH CAROLINA
COUNTY OF UNION
IN RE:
RADIATOR SPECIALTY COMPANY, INC.,
RSC HOLDINGS, INC., RSC CHEMICAL
SOLUTIONS, LLC, GUNK LLC, LIQUID
WRENCH LLC, TITE SEAL LLC, RSC
BRANDS, LLC, and RCS LICENSOR, LLC,
Debtors.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
23-CVS-1286
NOTICE OF RECEIVER'S MOTION TO
APPROVE CLAIMS RESOLUTION AND
DISTRIBUTION PROCESS
TAKE NOTICE that Michael L. Martinez, the receiver in the above -captioned civil action,
has filed a motion with the Court seeking to establish certain procedures for handling claims
against the above -captioned Debtors. Copies of the motion and supporting brief, affidavit, and
exhibits are available from the undersigned or from the N.C. Business Court website:
https://ncbc.nccourts.org/public/.
Your rights may be affected. You should read this Notice carefully and discuss it with your
attorney, if you have one. (If you do not have an attorney, you may wish to consult one.)
Pursuant to Rule 7.6 of the North Carolina Business Court Rules, if you do not want the
Court to authorize the relief the receiver seeks, or if you want the Court to consider your views on
the motion, then on or before the twentieth (20th) day following service of this Notice on you, you
or your attorney must file a written response to the motion with the Court.
If you or your attorney do not respond, the Court may decide that you do not oppose the
relief requested by the receiver and may enter an order approving the motion.
This, the 6th day of November, 2023.
/s/ Michael L. Martinez
Michael L. Martinez (N.C. Bar No. 39885)
Grier Wright Martinez, PA
521 East Morehead Street, Suite 440
Charlotte, North Carolina 28202
Phone: [phone]; Fax: [phone]
Email: [e-mail]
Attorneys for the Receiver

STATE OF NORTH CAROLINA
COUNTY OF UNION
IN RE:
RADIATOR SPECIALTY COMPANY,
INC., RSC HOLDINGS, INC., RSC
CHEMICAL SOLUTIONS, LLC, GUNK
LLC, LIQUID WRENCH LLC, TITE SEAL
LLC, RSC BRANDS, LLC, and RCS
LICENSOR, LLC,
Debtors.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
23-CVS-1286
CERTIFICATE OF SERVICE
The undersigned hereby certifies that copies of the foregoing Receiver's Motion to Approve
Claims Resolution and Distribution Process, together with all exhibits and supporting brief and
affidavit, were served via email on all parties requesting notices in this action in accordance with
this Court's Order on Receiver's Motion to Limit Notice in the Receivership (ECF No. 27) and on
all parties who have requested automatic notification of filings in this action through the N.C.
Business Court's electronic filing system.
In addition, as the Receiver's Motion to Approve Claims Resolution and Distribution
Process seeks relief directly affecting all, or essentially all, parties interested in the receivership, a
notice describing the relief requested through the above -referenced documents —in the form set
forth above —has been served both by email and U.S. Mail on all parties listed in the Master
Service List for this Action (see ECF No. 21) as indicated thereon, as well as on the following
parties as indicated below.
ConocoPhillips Company
c/o Hendrickson & Long, PLLC
214 Capitol Street
Charleston, WV 25301
Westlake Chlor-Vinyls Corporation
c/o Dickie, McCamey & Chilcote, P.C.
Two PPG Place, St. 400
Pittsburgh, PA 15222-5402
Genuine Parts Company
c/o Riley, Hewitt, Witte & Romano, PC
650 Washington Rd., Ste. 300
Pittsburgh, PA 15228
Energy Transfer (R&M) fka Sunoco (R&M) LLC
c/o Maron, Marvel, Bradley, Anderson & Tardy
Three Logan Square, Ste. 3710
Philadelphia, PA 19103
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FMC Corporation
Waste Connections
c/o Kelley Jasons McGowan Spinelli Hanna &
Anson Landfill
Reber, LLP
375 Dozer Dr.
707 Grant St., Ste. 2701
Polton, NC 28135
Pittsburgh, PA 15219
CSX Transportation, Inc.
BP Products North America Inc.
500 Water Street, J-180
c/o Maron Marvel Bradley & Anderson LLC
Attn: John Blanton
100 West Station Square Dr., Ste. 250
Jacksonville, FL 32202
Pittsburgh, PA 15219
Bureau of Economic Analysis
Kano Laboratories Inc.
4600 Silver Hill Road, BE-50 (SSB)
c/o Zimmer Kunz, PLLC
Suitland, MD 20746
310 Grant St., Ste. 3000
Pittsburgh, PA 15219
A.R.M. Solutions, Inc.
2455 Teller Road, Suite 150
Union Carbide Corporation
Thousand Oaks, CA 91320
c/o Steptoe & Johnson PLLC
1000 Swiss Pine Way, Ste. 200
Steven T. Adams
Morganton, WV 26507
Musick, Peeler & Garrett LLP
333 South Hope Street, Suite 2900
Rust-Oleum Corporation
Los Angeles, CA 90071-3048
c/o Manning Gross + Massenburg LLP
[Attorneys for Landmark]
101 Montgomery St., Ste. 2850
San Francisco, CA 94104-4140
Mercy Health
P.O. Box 635963
N.C. Department of Labor
Cincinnati, OH 45263-5963
1011 Mail Service Center
Raleigh, NC 27699-1011
Respectfully submitted, this 6th day of November, 2023.
/s/ Michael L. Martinez
Michael L. Martinez (N.C. Bar No. 39885)
Grier Wright Martinez, PA
521 East Morehead Street, Suite 440
Charlotte, North Carolina 28202
2