04/09/2021

Hon. Amy Eddy Case Number: AC 17-0694 Asbestos Claims Court Judge Cascade County Clerk of District Court 2nd Avenue North #200, 200A Great Falls, MT 59401 (406) 758-5667 IN THE ASBESTOS CLAIMS COURT OF THE STATE OF MONTANA

IN RE ASBESTOS LITIGATION, Cause No. AC 17-0694 Consolidated Cases. ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE

This matter is before the Court on the Odegaard Kovacich Snipes, P.C.("OKS") Libby Mine Claimants'1 and the State of Montana's2 ("State") Joint Motion Approving Consolidation and Petition for Order Approving Settlement and of Dismissal with Prejudice (hereinafter "Petition/Dismissal Motion"). A hearing was held before this Court on March 30, 2021 on the Petition/Dismissal Motion. On the basis of the Petition/Dismissal Motion, the hearing thereon, and good cause appearing therefor, the Court, having fully considered the same and being thereby advised in the premises, now enters the following:

1 The OKS Libby Mine Claimants are defined in the Memorandum of Understanding of Settlement Agreement ("OKS/State MOU"), dated January 8, 2021, attached to the Petition/Dismissal Motion as Exhibit A.

2 The State of Montana includes any and all departments, agencies, divisions, and employees of the State of Montana.

ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE PAGE 1 FINDINGS OF FACT 1) Beginning in the late 1960's and increasingly into the 1990's, Zonolite Mining Company/W.R. Grace (collectively "Grace") employees and former employees and their family members made claims against Grace for asbestos-related diseases.

2) Many of those claims settled and some cases were tried to verdict.

3) On April 2, 2001, Grace filed a chapter 11 bankruptcy petition.

4) Since the Grace bankruptcy filing, in addition to this matter, the lawsuits identified on Exhibit B to the Petition/Dismissal Motion have been filed by the OKS Libby Mine Claimants against the State.

5) In all the lawsuits and claims against the State, the OKS Libby Mine Claimants allege injury and damages from alleged asbestos-related disease allegedly caused by the State among other defendants.

6) In December 2020, the OKS Libby Mine Claimants and the State engaged in mediation in an effort to resolve the OKS Libby Mine Claimants' lawsuits and claims against the State.

7) Representatives of the State's insurer, National Indemnity Company ("NIC"), attended the mediation.

8) As a result ofthe mediation, the State and OKS Libby Mine Claimants entered into the OKS/State MOU attached as Exhibit A to the Petition/Dismissal Motion.

9) The OKS/State MOU sets forth the terms and conditions ofthe settlement between the OKS Libby Mine Claimants and the State, including identification of settling parties; lawsuits and claims being settled; amount of settlement; form of releases; and payment of the settlement

ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE PAGE 2 amount into a Qualified Settlement Fund Trust. NIC made no contribution to the OKS/State Tentative Settlement.

10) Under the OKS/State MOU, upon judicial approval, the OKS Libby Mine Claimants' lawsuits and claims against the State will be settled for the following consideration: a. Payment in the amount of$754,000.00, which subject to court approval and the State not being precluded by court order from depositing the $754,000.00 into the OKS Libby Mine Claimants Qualified Settlement Fund Trust("OKS Libby Mine Claimant QSF"), will be paid into the OKS Libby Mine Claimant QSF within thirty calendar days of court approval.

b. A contingent payment of additional funds to the OKS Libby Mine Claimants which payment is contingent upon the State recovering cash payments from NIC in the pending action National Indemnity Company v. State ofMontana("NIC v. State"), Montana First Judicial District Court, Lewis & Clark County, Cause No. XDDV-2012-140, as follows: I. Should the State be paid by NIC $1,733,900.00 over and above $25,530,936.19 (the $16,100,000.00 previously paid by NIC into the "Libby Mine Claimants' Qualified Settlement Fund Trust" approved in Orr v. State, Montana First Judicial District Court, Lewis & Clark County, Cause No. BDV-2001-423 (hereinafter "Orr QSF") and an additional $9,430,936.19 in NIC v. State), the State shall pay into the OKS Libby Mine Claimants QSF an additional $263,900.00.

II. Should the State be paid by NIC less than $1,733,900.00 over and above the $25,530,936.19 referenced in paragraph 2.b.I. above, the contingent $263,900.00 shall be reduced by .1522 for each dollar paid to the State by NIC less than $1,733,900.00 over and above the $25,530,936.19 referenced in paragraph 2.b.I. above. For example, if the State is paid

ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE PAGE 3 by NIC $1,560,510.00 over and above the $25,530,936.19 referenced in paragraph 2.b.I. above, the contingent $263,900.00 shall be reduced to $237,510.00.

III. Should the State not be paid by NIC any money over and above the $25,530,936.19 referenced in paragraph 2.b.I. above, there will be no additional payment due the OKS Libby Mine Claimants over the $754,000.00 set forth in paragraph 2.a. above.

c. Should the State be paid by NIC at least $50,379,621.61, any amount not already paid under paragraph 2.a. or 2.b. shall be accelerated and paid within thirty (30) days of the State receiving such funds from NIC, court approval of the OKS/State Tentative Settlement, and no order precluding the State from depositing such funds into the OKS Libby Mine Claimant QSF.

d. W.R. Grace PI Trust Indirect Claims: The OKS Libby Mine Claimants' lawsuits and claims shall be subject to the "State Round 4 MOU Indirect Claims Exemplar" attached to the OKS/State MOU.

11) The OKS Libby Mine Claimants' counsel have previously established the OKS Libby Mine Claimant QSF for purposes of receipt and distribution of settlement proceeds. The OKS Libby Mine Claimants QSF will be subject to the jurisdiction of this Court.

12) Under the OKS/State MOU,the OKS Libby Mine Claimants QSF will be funded by payments from the State.

13) The OKS/State Tentative Settlement resolves the OKS Libby Mine Claimants' lawsuits and claims against the State.

14) Copies of releases from the OKS Libby Mine Claimants have been provided to the Court. The Court has also been advised of the amount of the OKS/State Tentative Settlement to be received by each OKS Libby Mine Claimant.

ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE PAGE 4 15) Litigation against the State concerning alleged asbestos-related injury and damages arising out of the State's alleged actions/inactions at the W.R. Grace operations in and near Libby, Montana, has spanned nearly 21 years. The facts and legal theories involving that litigation are extraordinarily complex. The OKS Libby Mine Claimants' lawsuits and claims against the State involve numerous disputed factual questions and unresolved legal questions. Given the complexity of the litigation, numerous disputed factual questions, unresolved legal issues, and risks of continued litigation, the OKS/State Tentative Settlement is reasonable.

CONCLUSIONS OF LAW 1) Mont. Code Ann. § 2-9-303(1) provides in relevant part that: "A settlement from the self-insurance reserve fund or deductible reserve fund exceeding $10,000 must be approved by the district court of the first judicial district except when suit has been filed in another judicial district, in which case the presiding judge shall approve the compromise settlement." 2) Pursuant to Mont. Code Ann. § 2-9-303(1), this Court has jurisdiction to issue an order approving the consolidation ofcases identified on Exhibit B to the Petition/Dismissal Motion into this matter, approving the OKS/State Tentative Settlement, and dismissing with prejudice the OKS Libby Mine Claimants' lawsuits and claims against the State.

3) Without consolidation, the OKS Libby Mine Claimants and the State would have been required to file a motion and appear for hearings for approval of settlement and orders of dismissal with prejudice in multiple proceedings.

4) Judicial efficiency is best served by one proceeding for judicial. approval of the OKS/State Tentative Settlement and of dismissal with prejudice of the OKS Libby Mine Claimants' lawsuits and claims against the State.

ORDER APPROVING CONSOLIDATION AND PETITION FOR ORDER APPROVING SETTLEMENT AND OF DISMISSAL WITH PREJUDICE PAGE 5 5) Given the complexity and significant risks of continuing litigation of the cases and claims and the disputed factual questions and unresolved legal issues, the settlement is reasonable.

ORDER IT IS HEREBY ORDERED that the Joint Motion Approving Consolidation and Petition for Order Approving Settlement and ofDismissal with Prejudice is GRANTED.

IT IS ORDERED that the OKS/State Tentative Settlement is APPROVED.

IT IS ORDERED that the OKS Libby Mine Claimants' lawsuits and claims against the State are hereby DISMISSED WITH PREJUDICE. Each party shall bear its own costs and fees.

IT IS ORDERED that the parties shall file a copy of this order with the Clerk of Court for the Montana Twenty-third Judicial District with reference to each of the cause numbers set forth on Exhibit B to the Joint Motion Approving Consolidation and Petition for Order Approving Settlement and ofDismissal with Prejudice.

IT IS FURTHER ORDERED that this order shall have no effect concerning the OKS Libby Mine Claimants' cases and claims against defendants other than the State.

ELECTRONICALLY DATED AND SIGNED BELOW ,giy9;la

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