Imerys chapter 11 979 Objection Pursuant to Local Rule 9013-1 to the Proposed Form of Protective Orders in the Main Bankruptcy and Adversary Proceeding (related document(s)976) Filed by Certain Excess Insurers (Attachments: # 1 Appendix A # 2 Appendix B # 3 Appendix C # 4 Appendix D)

Case 19-10289-LSS Doc 979 Filed 08/28/19 Page 1 of 14
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
IMERYS TALC AMERICA, INC., et al., Case No. 19-10289 (LSS)
Debtors. Case No. 19-50115 (LSS)
(Jointly Administered)
CYPRUS HISTORICAL EXCESS INSURERS OBJECTION PURSUANT TO

LOCAL RULE 9013-1 TO THE PROPOSED FORM OF PROTECTIVE ORDERS
IN THE MAIN BANKRUPTCY AND ADVERSARY PROCEEDING
[DKT. 976 AND DKT. 106 IN THE MAIN BANKRUPTCY AND ADVERSARY
PROCEEDING]
Cyprus Historical Excess Insurers object that the form of proposed Protective
Orders that Movants submitted to the Court [DKT. 976 and DKT. 106 in the Main
Bankruptcy and Adversary Proceeding respectively] do not conform in a few key respects
to the Court’s rulings on August 5, 2019. After conferring with the Movants in good
faith, Cyprus Historical Excess Insurers request that certain changes be made to conform
the two proposed Protective Orders to the Court’s August 5, 2019 rulings. These changes
are incorporated in the Main Bankruptcy Protective Order as Appendix A with a redlined
version at Appendix B. Nearly identical changes are made to the Adversary Proceeding
order at Appendix C and in a redlined version at Appendix D. These Orders incorporate
changes that the Parties agreed to during meet and confers since August 5, 2019, but also
add a small number of key changes to conform the Protective Orders to the Court’s
August 5, 2019 rulings.
1
ARGUMENT
I. Paragraph 21’s Retroactive Protections Should Be

Incorporated as the Court Required at the August 5, 2019 Hearing.
On August 5, 2019, this Court heard oral argument on the Main Bankruptcy and
the Adversary Proceeding Protective Orders. In lieu of granting the Cyprus Historical
Excess Insurers’ discovery Motion Pursuant to Rule 2004, the Court granted Cyprus
Historical Excess Insurers’ a specific, requested change to the Protective Orders. This
change, articulated in Paragraph 21 of Cyprus Historical Excess Insurers’ Objection to
the Main Protective Order, required Debtors (and any Producing Party) to turn over to
Cyprus Historical Excess Insurers any privileged documents to which Cyprus Historical
Excess Insurers’ claimed a shared privilege where the Producing Party disclosed those
privileged documents to third parties outside the privilege. Paragraph 21 made clear that
these protections applied retroactively to all disclosed privileged documents. At the
hearing, the discussion of Paragraph 21 went as follows:
THE COURT: And in connection with that notification of inadvertently

produced material that may be subject to a common interest privilege. Not
only does the producing party have to notify that other party, what it shares
the privilege with, but also has to indicate what documents were
inadvertently produced. 1
...
MR. SCHIAVONI: Your Honor, with respect to paragraph -- we had

suggested an insert for twenty-one, a new paragraph there. It really just
makes clear that these rights apply with respect to the production already
made. As I understand the local rules here, we’ve sort of been proceeding
as if an order would ultimately enter with the idea that the order would
1
August 5, 2019 Transcript of Hearing before Judge Silverstein, at 7:9-14.
2
apply to everything that’s been produced on that “understanding.” So, our

suggestion it was for twenty-one was just incorporates that.
THE COURT: Yes, I think this should go back to cover what’s been
produced since we’ve been operating under attorney eye’s only. Nothing
should have gotten beyond it, but if there was something to go
backwards. 2
The Court thus made clear the Paragraph 21’s retroactive protections applied to
require Producing Parties to turn over all privileged documents to parties to a shared
privileged where those privileged documents were disclosed to third parties. And
Paragraph 21 applied retroactively to all documents produced informally or formally.
Paragraph 21, which the Court ordered to be inserted, states the following:
21. The protections and procedures set forth in paragraphs 19 and 20

above shall also apply in the event the Debtors have already produced or
provided, or may produce or provide in the future notwithstanding the
procedures set forth in paragraph 14 above, documents or information that
any party or entity contends contains such party’s or entity’s privileged
information so as to enable such party or entity to utilize the protections
and procedures set out in paragraphs 19 and 20 even though it was not the
Producing Party. To the extent the Debtors or Cyprus are aware or become
aware that a party’s or entity’s privileged information has been disclosed by
the Debtors or Cyprus, the Debtors shall immediately provide notice by
email or other writing to such party or entity and attach the documents or
information that was produced so as to enable such party or entity to utilize
the protections and procedures set out in paragraphs 19 and 20 even though
it was not the Producing Party. 3
Recall that Paragraph 19 and 20 of the Main Bankruptcy Protective Order and
Paragraphs 20 and 21 of the Adversary Proceeding Protective Order make clear, among
2
August 5, 2019 Transcript of Hearing before Judge Silverstein, at 25:20-25 and 26:1-7.
3
Paragraph 19 and 20 of the Main Bankruptcy Protective Order and Paragraphs 20 and 21 of the
Adversary Proceeding Protective Order make clear, among other things, that any producing party that
discloses privileged information to third parties outside the privilege must notify parties to the shared
privilege and attach the privileged documents that were disclosed.
3
other things, that any producing party that discloses privileged information to third
parties outside the privilege must notify parties to the shared privilege and attach the
privileged documents that were disclosed. Movants’ versions of the Protective Orders do
not incorporate this language. In particular, Movants do not incorporate Paragraph 21
into either order. Movants plan to avoid its clear obligations to turn over to Cyprus
Historical Excess Insurers their privileged Common-Interest documents that Debtors
disclosed to Cyprus Mines. The Common Interest Agreement at issue from August 4,
2015, is between Debtors and Cyprus Historical Excess Insurers. 4 Instead of
incorporating Paragraph 21, Debtors added Footnote 2 to both orders. Footnote 2 clears
Debtors of their obligation to turn over to Cyprus Historical Excess Insurers those
privileged common-interest documents that Debtors disclosed to Cyprus Mines. We ask
that the Court incorporate Paragraph 21 in full and delete Footnote 2 from the Protective
Orders. The below explains in more detail the key issues with Footnote 2.
II. The Court Ordered All Protections to Be Incorporated in Both

Orders and to Apply Those Protections Equally to All Parties.
The Court made clear on August 5, 2019 that the Protective Orders do not protect
any party that is disclosing privileged documents to third parties outside the privilege.
Thus Footnote 2—which provides an inexplicable carve-out to Debtors and Cyprus
Mines for documents exchanged in the Adversary Proceeding—should be deleted.
Further, it goes without saying that parties to a shared privilege should be notified when
privileged information is disclosed to third parties outside the privilege, whether the
4
We are happy to provide a copy of the agreement in camera for the Court’s review.
4
disclosure was “inadvertent” or “intentional/voluntary.” Minor changes should be made
to close a loophole where a producing party intentionally or voluntarily discloses
privileged information.
A. Footnote 2 Creates an Unauthorized Carve-out

for Debtors and Cyprus, and Thus Should be Deleted.
First, as to Footnote 2, which we provide below for ease of reference, the Court
stated unequivocally at the August 5, 2019 hearing in the discussion on Paragraph 21 and
elsewhere that any Producing Party having produced privileged documents to third
parties outside a shared privilege must notify parties to that privilege and attach those
privileged documents that were disclosed. 5 Yet Footnote 2 carves out an exception for
Debtors and Cyprus Mines regarding Cyprus Historical Excess Insurers’ common-
interest documents that Debtors disclosed to Cyprus Mines. Footnote 2 provides the
following:
For the avoidance of doubt, the provisions of this Adversary Proceeding

Protective Order requiring the disclosure of any documents produced in the
Adversary Proceeding that are subject to a shared Privilege or Protection to
the parties that share in the Privilege or Protection shall not apply to the
informal exchange process between the Debtors and Cyprus as described
in the Amended Scheduling Order governing this Adversary Proceeding
[Adv. D.I. 55]. See Am. Sched. Order at ¶ 6, n. 3.
Yet, nothing from the August 5, 2019 hearing supports such a carve-out. Indeed,
the Court stated the opposite—that all protections applied equally to all parties:
THE COURT: Quite frankly, I’m not -- I don’t think any party should be --
and I’m not approving any party sharing any confidential information
5
Paragraph 19 and 20 of the Main Bankruptcy Protective Order and Paragraphs 20 and 21 of the
Adversary Proceeding Protective Order make clear that any producing party that discloses privileged
information to third parties outside the privilege must notify parties to the shared privilege and attach
the privileged documents that were disclosed.
5
where they share privilege with another party to disclose it. If the FCR had
any such information. If the committee had any such information. I’m not
absolving, you know, anybody of by this protective order of their
obligation not to share information that they’re under an obligation not
to share. 6
The Court stated further that the Protective Order “isn’t protecting anyone who is
voluntarily exchanging documents in the main case from producing or disclosing or
exchanging documents which they are obligated not to do by an agreement, by a common
law privilege, by anything.” 7
And the Court applied these protections to all parties, i.e., Debtors, the FCR, the
Tort Claimants Committee, Cyprus Historical Excess Insurers, and Cyprus Mines:
THE COURT: And if we’re going to say that this covers more than the
debtors’ production to the committee and the FCR then let’s just make it
a broad statement. And then that would cover Cyprus. It would cover the
insurance companies. It would cover whatever creditor comes into
generally in the case if there’s an exchange of documents. 8
The Court made clear that “there should not be any loopholes that anybody can try
to get through to obtain documents or argue waiver or anything of that sort.” 9 As support
for Movant’s carve-out in Footnote 2, Movants rely on the Amended Scheduling Order,
but that Order provides no support for Footnote 2. Indeed, the Amended Scheduling
Order only provides a schedule for an informal exchange of documents, but does not do
several things. The Amended Scheduling Order (i) does not require the production of
6
August 5, 2019 Transcript of Hearing before Judge Silverstein, at 18:24-25 and 19:1-7.
7
8
9
August 5, 2019 Transcript of Hearing before Judge Silverstein, at 17:21-24. The Court also made
clear that the Orders should be consistent. See August 5, 2019 Transcript of Hearing before Judge
Silverstein, at 16:4-5 (THE COURT: “And I don’t want inconsistent orders. They should not be
inconsistent orders.”).
6
privileged, Common-Interest documents, (ii) does not purport to rule on whether any
party has waived privilege, and (iii) does not bar the Tort Claimants’ Committee from
continuing to argue that privileges are waived. 10 There is no statement in the Amended
Scheduling Order or Certification of Counsel stating that the TCC agrees that documents
are privileged, that the TCC will honor any asserted privilege, or that the TCC has
withdrawn its position that Cyprus Mines and Debtors are adverse in the Adversary
Proceeding and, hence, any sharing of documents in that proceeding constitutes a waiver.
The common-interest documents that Debtors disclosed to Cyprus Mines have not been
placed before the Court and the Amended Scheduling Order does not purport to rule on
this issue nor does it purport to come to any finding on privilege. The Amended
Scheduling Order merely states that it is the intent of Cyprus Mines and Debtors not to
waive privilege. The Amended Scheduling Order thus exposes Cyprus Historical Excess
Insurers to a challenge based on waiver regarding common-interest documents. For this
critical reason, acknowledge by the Court, 11 Cyprus Historical Excess Insurers need to see
which Common-Interest documents Debtors disclosed to Cyprus Mines, and thus
Footnote 2 should be deleted.
10
See Imerys Talc America, et al. v. Cyprus AMAX Minerals Co., Case No. 19-50115 (LSS), Dkt. 42,
April 11, 2019 Letter from J. Korn, Counsel to the Official Committee of Tort Claimants (“If Cyprus
wishes to rely on the Course of Dealing Documents to support its claims and defenses in the
Adversary Proceeding, then any privileges or protections from disclosures that would otherwise apply
to those documents are plainly waived and the Course of Dealing Documents must be produced to all
parties in the Adversary Proceeding.”).
11
August 5, 2019 Transcript of Hearing before Judge Silverstein, at 7: 11-14, 17-20 (THE COURT:
“Not only does the producing party have to notify that other party, what it shares the privilege
with, but also has to indicate what documents were inadvertently produced. . . . And you see. I’m
going to be dealing with the 2004 here because I think this is where it’s most appropriately dealt
with and that was one of the issues that we made.”).
7
If that were not clear enough, where a third party’s privileged documents are
involved, the Amended Scheduling Order explicitly contemplates the rights Cyprus
Historical Excess Insurers were granted at the August 5, 2019 hearing:
[T]his initial informal exchange of documents between the Debtors and

Cyprus shall be governed by the terms of the Stipulated Protective Order
[D.I. 397] submitted to the Court under Certification of Counsel on April
22, 2019, except for provisions thereunder that relate to, or provide for,
parties other than the Debtors or Cyprus to receive, or have any rights
with regards to, documents shared and/or produced between the Debtors
and Cyprus. 12
Footnote 2 goes against the plain rulings from August 5, 2019 and the terms of the
Amended Scheduling Order. A Common Interest Agreement was entered between
Debtors and Cyprus Historical Excess Insurers to protect privileged communications
between those two parties. Cyprus Mines was not a party to that agreement. Despite
this, Debtors disclosed to Cyprus Mines certain Common Interest communications
between Debtors and Cyprus Historical Excess Insurers. Despite the protections in the
Protective Orders that require notification to parties sharing the privilege and attachment
of the disclosed privileged documents, Debtors refuse to provide the privileged
documents that Debtors disclosed to Cyprus Mines. The Protective Orders incorporated
this obligation and Cyprus Historical Excess Insurers fail to understand why this is such
an unreasonable request.
12
Dkt. 55, Amended Scheduling Order from the Adversary Proceeding Case, n. 3.
8
B. The Protective Orders Should Clarify that the Protections Apply

Equally to Intentional Disclosure as to Inadvertent Disclosure.
Movants refuse to insert minimal language closing a loophole that would allow a
Producing Party to produce privileged documents intentionally as opposed to
inadvertently. We asked Movants to clarify language to deny any Producing Party the
right to intentionally or voluntarily produce privileged documents to third parties.
Movants refuse. Instead, Movants’ language has several caveats that permit parties to
disclose privileged documents intentionally and without providing parties to the privilege
with notice and attachment of the documents. Movants’ refusal to clarify this loophole is
concerning as it violates the spirit if not the plain language of the Protective Orders.
CONCLUSION
The primary question at the August 5, 2019 hearing was whether parties to a
shared privilege should be provided with the privileged documents that were disclosed to
third parties outside the privilege. The Court answered affirmatively. As a result of that
ruling, “Paragraph 21” should be incorporated into both protective orders, Footnote 2
should be deleted, and it should be made clear that Producing Parties must not be able to
circumvent the obligations in the Protective Orders by producing privileged documents
intentionally as opposed to inadvertently. These changes are incorporated in the Main
Bankruptcy Protective Order as Appendix A with a redlined version at Appendix B.
Nearly identical changes are made to the Adversary Proceeding order at Appendix C and
in a redlined version at Appendix D.
9
Dated: August 28, 2019 Respectfully Submitted,
By: /s/ Stamatios Stamoulis

Stamatios Stamoulis (#4606)
STAMOULIS & WEINBLATT LLC

800 N. West Street, Third Floor
Wilmington, Delaware 19801
Telephone: +1 302 999 1540
Facsimile: +1 302 762 1688
and
O’MELVENY & MYERS LLP

Times Square Tower
7 Times Square
New York, New York 10036-6537
Telephone: +1 212 326 2000
Facsimile: +1 212 326 2061
Tancred Schiavoni (pro hac vice)

tschiavoni@omm.com
Janine Panchok-Berry (pro hac vice)
jpanchok-berry@omm.com
Counsel for Columbia Casualty Company,

Continental Casualty Company, the
Continental Insurance Company, as
successor to CNA Casualty of California
and as successor in interest to certain
insurance policies issued by Harbor
Insurance Company, Lamorak Insurance
Company (formerly known as OneBeacon
America Insurance Company), as successor
to Employers’ Surplus Lines Insurance
Company, Stonewall Insurance Company
(now known as Berkshire Hathaway
Specialty Insurance Company), National
Union Fire Insurance Company of
Pittsburgh PA, and Lexington Insurance
Company to the extent that they issued
10
policies to Cyprus Mines Corporation prior

to 1981.
CERTIFICATE OF SERVICE
I, Stamatios Stamoulis, certify that I am not less than 18 years of age, and that
service of the foregoing Cyprus Historical Excess Insurers’ Objection Pursuant To
Local Rule 9013-1 Objecting To The Proposed Form Of Protective Orders In The
Main Bankruptcy And Adversary Proceeding was caused to be made on August 28,
2019, in the manner indicated upon the entities identified on the attached service list and
the parties identified below.
11
Dated: August 28, 2019 Respectfully Submitted,

By: /s/ Stamatios Stamoulis
Stamatios Stamoulis (#4606)
Via Hand-Delivery
Sullivan Hazeltine Allinson LLC

William D. Sullivan
901 North Market Street, Suite 1300
Wilmington, DE 19801
Via First Class Mail
Allianz Life
Attn: Legal Department
780 9th Ave.
New York, NY 10019
Travelers
One Tower Square
Hartford, CT 06183
AIG Direct
9640 Granite Ridge Drive,
Suite 200
San Diego, CA 92123
AIU Insurance Co.

175 Water Street
24th Floor
New York, NY 10038
12
Central National Insurance Company of

Omaha
11128 John Galt Blvd # 450
Omaha, NE 68137
Kazan, McClain, Satterley & Greenwood

Steven Kazan
Denyse Clancy
55 Harrison Street, Suite 400
Oakland, CA 94607
Levy Konigsberg LLP

Moshe Maimon
Brendan Little
800 Third Avenue, 11th Floor
New York, NY 10022
Robert Dehney
Gregory Wekheiser
Matthew Talmo
Morris Nichols Arsht & Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Paul Heath
Matthew Moran
Jordan Leu
Katherine Grissel
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3900
Dallas, TX 75201-2975
13
Via First Class Mail and Email
Squire Patton Boggs

Paul Kalish
2550 M Street NW
Washington, DC 20037
Paul.kalish@squirepb.com
Sara Thorpe
Matthew Lovell
Nicolaides Fink Thorpe Michaelides
Sullivan LLP
101 Montgomery
Suite 2300
San Francisco, CA 94104
sthorpe@nicolaidesllp.com
mlovell@nicolaisesllp.com
Via Email
John.conway@mclolaw.com
OMM_US:77144143.6
14
Case 19-10289-LSS Doc 979-1 Filed 08/28/19 Page 1 of 23
UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE
------------------------------------------------------------ x
In re: : Chapter 11
:
1
IMERYS TALC AMERICA, INC., et al., : Case No. 19-10289 (LSS)
:
Debtors. : (Jointly Administered)
:
:
:
------------------------------------------------------------ x
[PROPOSED] STIPULATED PROTECTIVE ORDER
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number,
are: Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050), and Imerys Talc Canada Inc. (6748). The
Debtors’ address is 100 Mansell Court East, Suite 300, Roswell, Georgia 30076.
RLF1 21750690v.6
Based upon the agreement of debtors Imerys Talc America, Inc. (“ITA”), Imerys Talc
Vermont, Inc. (“ITV”), and Imerys Talc Canada Inc. (“ITC” and together with ITA and ITV, the
“Debtors”) and those parties identified as signatories to this Stipulated Protective Order (each, a
“Party,” and collectively, the “Parties”), and subject to the approval of the United States
Bankruptcy Court for the District of Delaware (the “Court”), this protective order pursuant to
Fed. R. Bankr. P. 7026 and 9018 and Fed. R. Civ. P. 26(c) shall govern the disclosure of
information and documents, including deposition testimony or transcripts (“Disclosure
Materials”), in connection with the above-captioned proceedings (the “Chapter 11 Cases”):
1. A “Producing Party” is a person or entity that produces Disclosure Materials in
response to formal or informal discovery served in connection with these Chapter 11 Cases,
including any related contested matter, adversary action, or appeal (each, as applicable, a
“Proceeding,” and collectively, the “Proceedings”).
2. A “Receiving Party” is a person or entity to whom a Producing Party produces
Disclosure Materials in response to formal or informal discovery served in connection with any
of the Proceedings.
3. “Confidential Information” shall include any nonpublic information, documents,
or things produced or provided (formally or informally) by the Producing Party that such party
has a good faith reasonable belief contains confidential, proprietary, or personally or
commercially sensitive information of the Producing Party, including, without limitation, (a)
nonpublic information concerning the Producing Party’s assets, liabilities, business operations,
business practices, business plans, intellectual property and trade secrets, financial projections,
financial and business analyses, and compilations and studies relating to the foregoing, and other
nonpublic documents prepared by the Producing Party or any of its affiliates or their respective
RLF1 21750690v.6
employees, agents, attorneys, professionals, consultants or other agents; (b) information
implicating an individual’s legitimate expectation of privacy, including medical information and
social security numbers; and (c) any and all information required to be maintained confidentially
by federal, state or local laws, rules, regulations or ordinances governing or relating to privacy
rights, which are furnished, disclosed or made known to a Receiving Party, whether intentionally
or unintentionally and in any manner, including in written form, orally or through any electronic,
facsimile or computer-related means of communication. Confidential Information shall also
include, without limitation: (i) any notes, summaries, compilations, presentations, memoranda or
similar written materials disclosing, discussing or that is based on or reflects Confidential
Information; (ii) any written Confidential Information that is discussed or presented orally; and
(iii) any other Confidential Information conveyed to a Receiving Party orally that the Producing
Party or their advisors or other agents advise the Receiving Party should be treated as
confidential.
4. “Highly Confidential Information” shall mean for “attorneys’ and advisors’ eyes
only” and shall be limited to nonpublic information produced or provided (formally or
informally) that is marked or designated as “Highly Confidential,” whether written, oral,
photographic, electronic or otherwise, whether in the form of slides, handouts, letters,
memoranda, agreements, facsimile transmissions, meetings, conference and other telephone
calls, diskettes, files, and/or any other mode, and that, if disclosed, could cause significant
competitive, commercial, privacy, personal, or litigation harm to the Producing Party.
5. Upon a good faith determination by the Producing Party that any Disclosure
Materials being produced or disclosed to a Receiving Party, whether formally or informally,
contain Confidential Information or Highly Confidential Information, the Producing Party shall
RLF1 21750690v.6
identify such Confidential Information or Highly Confidential Information by affixing to it, in a
manner that shall not interfere with its legibility, the words “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL” on each page so designated (if the information is produced in written form)
or otherwise conspicuously labeling it on a part thereof (if in the form of tape, disc, or other form
that makes it difficult to label each page). Any summary, compilation or copy of any document
or thing so designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” shall also be
treated as so designated pursuant to this Stipulated Protective Order. The “CONFIDENTIAL” or
“HIGHLY CONFIDENTIAL” designation shall, wherever practicable, be made prior to, or
contemporaneously with, production or disclosure, except in the case of depositions, which shall
be designated as set forth in Paragraph 13.
6. Disclosure Materials, or information derived therefrom, shall be used solely in
connection with the Proceedings, and shall not be used in any other proceeding or for any other
purpose. Neither the Disclosure Materials designated as “CONFIDENTIAL” (“Confidential
Materials”) nor the contents thereof shall be given, shown, made available, communicated, used
or otherwise disclosed to anyone other than (a) the Court, (b) outside counsel for the parties to
the Proceedings, and paralegal, stenographic and clerical personnel of such counsel, (c) experts
(including financial advisors, consultants, and other retained professionals) specifically retained
by the parties for purposes relating to the Proceedings, (d) litigation vendors and other third-
party litigation support personnel engaged for purposes of the Proceedings, and (e) the parties to
the Proceeding, provided that in the case of a Committee, the term party shall be limited to the
Committee and those members thereof (or such member’s designee to the Committee) who have
accepted the terms of this Stipulated Protective Order, except: (i) with prior written approval of
the Producing Party or its attorneys in the case of Disclosure Materials or the party requesting the
RLF1 21750690v.6
designation in the case of deposition transcripts; or (ii) upon further order of the Court and after
notice to all parties to the Proceeding; or (iii) as set forth in paragraphs 11 and 15 below with
respect to the United States Trustee for the District of Delaware (“U.S. Trustee”), and his
counsel.
7. Disclosure Materials designated as “HIGHLY CONFIDENTIAL” (“Highly
Confidential Materials”) or the contents thereof shall not be given, shown, made available,
communicated, used or otherwise disclosed to anyone, including without limitation the Parties
and their members, employees, officers, and agents, and in-house counsel, other than (a) the
Court, (b) outside counsel for the parties to the Proceedings, and paralegal, stenographic and
clerical personnel of such counsel, provided that in the case of the Committee, the term outside
counsel shall not include any member or its representative on the Committee, but shall include
professionals formally engaged to represent the Committee in the Proceedings even if the
retention application of such professional has not yet been filed with, or approved by, the
Bankruptcy Court, and, for the avoidance of any doubt, such professionals shall include
Robinson & Cole LLP and Willkie Farr & Gallagher LLP, and (c) experts (including financial
advisors, consultants, and other retained professionals) specifically retained by the parties for
purposes relating to the Proceedings, and (d) litigation vendors and other third-party litigation
support personnel engaged for purposes of the Proceedings, except: (i) with prior written
approval of the party requesting the designation in the case of deposition transcripts or of the
Producing Party or its attorneys in the case of other Highly Confidential Materials; or (ii) upon
further order of the Court and after notice to all Parties to the Proceeding; or (iii) as set forth in
paragraphs 11 and 15 below with respect to the U.S. Trustee and his counsel.
RLF1 21750690v.6
8. Disclosure to the individuals authorized pursuant to Paragraphs 6 and 7 of this
Stipulated Protective Order shall be made only as necessary for matters in the Proceedings and
only after the person to whom the disclosure is to be made has been informed of the confidential
or highly confidential nature of the Disclosure Materials and agrees to be bound by the terms of
this Stipulated Protective Order. No person to whom Confidential Materials or Highly
Confidential Materials are disclosed shall disclose such materials or the contents of such
materials to any person to whom disclosure is not authorized by the terms hereof.
9. This Stipulated Protective Order does not restrict in any manner the use or
disclosure by the Producing Party of any of its own Disclosure Materials. If a disclosure of its
own Disclosure Materials designated Confidential or Highly Confidential is made by the
Producing Party in a document filed with the Court not under seal, in a court hearing, or a
deposition and not designated Confidential or Highly Confidential at such deposition, such
Disclosure Materials shall no longer be considered Confidential Information or Highly
Confidential Information. For the avoidance of doubt, in this paragraph the phrase “own
Disclosure Materials” does not include privileged information generated in connection with the
defense of talc related and/or asbestos related claims that another party or entity claims is subject
to its shared Privilege or Protection.
10. A Receiving Party shall have no obligation under this Stipulated Protective Order
as to Confidential Information or Highly Confidential Information which: (a) is known to the
Receiving Party at the time of disclosure, without obligation of confidentiality, unless the
Receiving Party became aware of the Confidential Information or Highly Confidential
Information as a result of a violation of this Stipulated Protective Order; (b) is independently
developed by the Receiving Party without reference to or use of Confidential Information or
RLF1 21750690v.6
Highly Confidential Information; (c) becomes known to the Receiving Party from another
source, unless the Receiving Party knows or reasonably believes that such other source was
subject to a confidentiality restriction at the time of disclosure; (d) is or becomes part of the
public domain through no wrongful act of the Receiving Party; or (e) is disclosed publicly
pursuant to any judicial or government request or order; provided that with regard to 10(e) of this
paragraph, unless requested not to do so by the judicial or governmental entity, the Receiving
Party shall take reasonable steps to give sufficient prior written notice so that the Producing
Party may seek a protective order to contest or limit the scope of such request or order as much
as possible.
11. Any document containing Confidential Information or Highly Confidential
Information that is submitted to or filed with the Court shall be filed under seal as a restricted
document in accordance with Rule 9018-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (“Local Rules”)
and any applicable Chambers Procedures. The filing party shall file a publicly viewable redacted
form of the document within five (5) days of the filing of the document under seal as a restricted
document. Any party that files a motion to file under seal in the Bankruptcy Court for the
District of Delaware shall provide counsel to the U.S. Trustee with an unredacted copy of all
documents sought to be sealed, pursuant to Bankruptcy Code § 107(c)(3)(A), provided however,
that the filing party may move the Bankruptcy Court (under the motion to seal or otherwise) to
limit access to all or a part of the proposed sealed materials on grounds of the attorney-client
privilege, joint defense privilege, common interest privilege, work product doctrine or any other
applicable privilege, provided further that, for the avoidance of doubt, (1) the U.S. Trustee’s,
Johnson & Johnson’s and Johnson & Johnson Consumer Inc.’s (collectively “J&J”), and the
RLF1 21750690v.6
Cyprus Historical Excess Insurers’ rights to object to the same are fully preserved and (2) the
reference herein to “attorney-client privilege, joint defense privilege, common interest privilege,
work product doctrine or any other applicable privilege” is not intended to, and does not,
authorize the disclosure of any such information in contravention of applicable agreement or law
or the terms of this Stipulated Protective Order or the Order approving the same. Pending a
ruling on a motion to seal, any party (including the U.S. Trustee) that receives a filing or
document subject to a motion to seal shall treat such material as non-public information subject
to the continuing protections accorded such material under this Stipulated Protective Order and
as subject to the limitation on use and disclosure as set forth in Local Rule 9018-1(f). Moreover,
if the motion to seal is denied, the material subject to the motion to seal shall be returned to the
filer, unless otherwise expressly agreed by the filer in writing, provided further that such material
need not be returned to the filer if the subject material later is filed as a public document. The
mere inclusion in a paper or pleading of factual information derived from documents or things
designated “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” will not require that paper or
pleading to be filed under seal if the Parties agree in writing prior to filing the paper or pleading
that the factual information actually contained in that paper or pleading would not itself be
properly subject to such designation. If the Parties cannot resolve a dispute regarding the
inclusion in a paper or pleading of facts from documents or things marked “CONFIDENTIAL”
or “HIGHLY CONFIDENTIAL,” the procedures of this paragraph shall be followed prior to the
filing of any such paper or pleading.
12. Except as otherwise approved by the Producing Party or by an order of the Court,
the Receiving Party may use the Confidential Information or Highly Confidential Information,
including any information contained in documents so designated, in preparing and deposing
RLF1 21750690v.6
only: (a) an individual who has had or who is eligible to have access to the Confidential
Information or Highly Confidential Information by virtue of his or her employment with the
Producing Party, the Debtors, any Party, or an affiliate of the Debtors; (b) an individual
identified in the Confidential Information or Highly Confidential Information as an author,
addressee, or copy recipient of such information; (c) an individual who, although not identified
as an author, addressee, or copy recipient of such Confidential Information or Highly
Confidential Information, has seen such Confidential Information or Highly Confidential
Information in the ordinary course of business; (d) any of the professionals retained by the
Producing Party including the Producing Party’s accountants; or (e) any other non-Party witness
who has executed the Agreement To Be Bound By The Protective Order attached hereto.
13. The portions of any deposition transcript that the Producing Party has designated
on the record as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” and any Confidential
Information or Highly Confidential Information that is marked as a deposition exhibit shall be
treated as Confidential Information or Highly Confidential Information. Notwithstanding the
foregoing, the entirety of all deposition transcripts shall be deemed Confidential Information for
seven (7) days after the transcript is delivered to counsel for the Producing Party. During the
seven (7) day period, the Producing Party may designate by page and line number any portion of
a deposition transcript, to the extent not previously designated, as Confidential Information or
Highly Confidential Information. Transcript pages and exhibits containing Confidential
Information or Highly Confidential Information shall be distributed only in accordance with this
Stipulated Protective Order and to the deponent, and the deponent’s counsel (who shall first have
executed the Agreement To Be Bound By The Protective Order attached hereto if such counsel is
not also counsel for one of the Parties).
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14. Nothing contained in this Stipulated Protective Order authorizes a Producing
Party to disclose to the Committee, Future Claimants Representative or any other party or entity,
or their respective professionals, another party’s or entity’s privileged information generated in
connection with the defense of talc related and/or asbestos related claims that is subject to a
shared Privilege or Protection as between the Producing Party and such party or entity. In the
event that the Producing Party intends to produce any such information that is subject to a claim
by another party or entity of a shared Privilege or Protection (which may include information
that was prepared by, or delivered by the Producing Party to, counsel retained to represent the
Producing Party in filed or threatened talc-related litigation), the Producing Party will provide
advance notice by email or other writing to the counterparty under the shared Privilege or
Protection prior to production by the Producing Party of such information under this Protective
Order. The notice shall attach the documents or information sought to be produced. Such
counterparty will have three (3) business days after receipt of the Producing Party’s notice to
object by email or other writing to the Producing Party’s proposed production and, if such
objection is delivered to the Producing Party within the three (3) day period, then the Producing
Party and the counterparty will confer in good faith regarding the objection and proposed
production. In the event that an agreement cannot be reached between the Producing Party and
the objecting counterparty, then the Producing Party will not produce the subject documents or
information and the issue will be determined by the Bankruptcy Court.
15. Except as set forth in paragraph 16 below as to the U.S. Trustee, no one may
attend or review the portion(s) of transcripts of any depositions designated as containing
Confidential Information or Highly Confidential Information, other than the Court and its
personnel, the court reporter, outside counsel for the Receiving Party, counsel for a non-Party
10
RLF1 21750690v.6
deponent (who shall first have executed the Agreement To Be Bound By The Protective Order
attached hereto if such counsel is not also counsel for one of the Parties), and those individuals
otherwise permitted to view Confidential Information or Highly Confidential Information
pursuant to the terms of this Agreement and whose attendance at or review of this data is
reasonably necessary to assist in connection with the Proceeding.
16. The Parties shall discuss the manner of use of Confidential Information or Highly
Confidential Information at any hearing or trial in the Proceedings, including any procedures
related to the non-public disclosure of Confidential Information or Highly Confidential
Information, and shall consult with the United States Trustee with regards to any planned use of
Confidential Information or Highly Confidential Information at any hearing or trial in the
Chapter 11 Cases that involves the non-public disclosure thereof. In the event that an agreement
cannot be reached on such procedures, the issue shall be determined by the Bankruptcy Court.
All trial exhibits or other materials to be offered into evidence at a hearing or proceeding in the
Bankruptcy Court as to which a party seeks to prevent or limit public disclosure shall be
provided to counsel to the U.S. Trustee in an unredacted form before the hearing, subject to the
continuing restrictions on use and disclosure provided hereunder, to the extent not already
provided.
17. In the event that a dispute arises concerning the question of whether information
should be treated as Confidential Materials or Highly Confidential Materials, the party
challenging the need for such treatment shall advise the designating party by written notification,
specifying why such treatment is improper. The parties shall attempt to resolve in good faith
within three (3) business days any such disputes as to the need to treat the information as
Confidential Materials or Highly Confidential Materials; provided, however, if any such dispute
11
RLF1 21750690v.6
cannot be resolved in three (3) business days, the party objecting to the confidential nature of the
information may, on an expedited basis, move for an Order relieving it from the obligations of
this Stipulated Protective Order, with respect to such Confidential Materials or Highly
Confidential Materials. The Producing Party shall fully cooperate with efforts to bring the
dispute to the Court on an expedited basis. The party challenging the designation shall
demonstrate to the Court that good faith attempts to resolve the dispute without the need for the
Court’s intervention have been exhausted. The Disclosure Materials at issue shall be treated as
Confidential Materials or Highly Confidential Materials, as designated by the Producing Party,
until the issue is determined by the Court; provided, however, that the burden shall remain with
the Producing Party to demonstrate that Disclosure Materials in dispute are properly designated
as Confidential Materials or Highly Confidential Materials.
18. A Party’s failure to designate information as “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL” shall not be deemed a waiver of that Party’s later claim that such information
should be entitled to another designation pursuant to this Stipulated Protective Order
(“Misdesignated Material”) at any time thereafter. Documents or information inadvertently
disclosed by or on behalf a Producing Party without being designated “Confidential” or “Highly
Confidential” may thereafter be so designated by promptly notifying the Receiving Party in
writing that such materials are Confidential or Highly Confidential, as the case may be. The
Receiving Party shall thereafter treat such materials as so designated.
19. If Disclosure Material (designated Confidential, Highly Confidential or neither)
that is subject to a claim of attorney-client privilege, joint defense privilege, common interest
privilege, work product doctrine, or any other applicable privilege or protection from disclosure
(a “Privilege or Protection”), is nevertheless produced (“Inadvertently Produced Material”), such
12
RLF1 21750690v.6
production shall in no way prejudice or otherwise constitute a waiver of, or estoppel as to, any
claim of Privilege or Protection to which such inadvertently Producing Party or any person or
entity claiming a shared Privilege or Protection would otherwise be entitled, in these Proceedings
or any other federal or state proceeding. This Stipulated Protective Order shall be interpreted to
provide the maximum protection allowed by rule 502(d) of the Federal Rules of Evidence, and
the Parties agree that their productions satisfy the provisions of rule 502(b). If a claim of
inadvertent production is made pursuant to this paragraph, the Receiving Party shall, upon
notification and request, return or destroy the Inadvertently Produced Material (including all
copies thereof) as to which the claim of inadvertent production has been made, within three (3)
business days, and the information shall not be used for any purpose. Such request shall describe
the Inadvertently Produced Material with a reasonable degree of specificity (such as a Bates
number or range, or other manner by which the Receiving Party can identify the material) and
state the applicable Privilege or Protection upon which a claim of inadvertent disclosure is
predicated. If a Producing Party discovers that it has produced Disclosure Materials that appear
to be subject to a Privilege or Protection, the Producing Party who provided the Disclosure
Materials shall immediately notify the Receiving Party in writing or electronic mail regarding the
production and shall provide the Receiving Party with the first bates number or bates range of the
Inadvertently Produced Materials. If a Receiving Party discovers that it has received Disclosure
Materials that it knows or is reasonably certain are Inadvertently Produced Materials, the
Receiving Party shall immediately notify the Producing Party regarding the production and
provide the Producing Party with the first bates number or bates range of the potentially
Inadvertently Produced Materials. Nothing in this Paragraph is intended to limit any obligations
or rights a Party, or other parties or entities, may otherwise have under this Order or any other
13
RLF1 21750690v.6
applicable law or regulation with regards to the treatment of inadvertently produced documents
subject to any Privilege or Protection. The Producing Party shall immediately provide notice of
a request for the return of Inadvertently Produced Materials to any party or entity known, or
reasonably certain, to such Producing Party to assert a claim of its own Privilege or Protection in
such Inadvertently Produced Materials, and the Producing Party shall provide such party or
entity a copy of the documents or information identified as Inadvertently Produced Material and
as to which such person or entity is known, or reasonably certain, to assert a claim of its own
Privilege or Protection. For the avoidance of doubt, the procedures set forth in this paragraph
shall apply to any formal or informal production made by a Producing Party during the pendency
of the Chapter 11 Cases prior to or pending approval of this Stipulated Protective Order by the
Court. If the Debtors become aware that they provided material subject to a shared Privilege or
Protection to James L. Patton , Jr. or to Young Conaway Stargatt & Taylor, LLP or Ankura
Consulting Group, LLC before the Chapter 11 Cases, then the procedures set forth in this
paragraph shall apply to any such material. The above protections and obligations apply to
privileged or protected Disclosure Material whether disclosed inadvertently, voluntarily, or
intentionally.
20. In the event that a dispute arises concerning the question of whether Disclosure
Materials are subject to a claim of any Privilege or Protection (the “Disputed Protected
Materials”), the party challenging the need for such treatment shall advise the party claiming the
relevant Privilege or Protection by written notification, specifying why such treatment is
improper. The parties shall attempt to resolve in good faith within three (3) business days any
such disputes as to the need to treat the Disputed Protected Materials as subject to a claim of
Privilege or Protection; provided, however, if any such dispute cannot be resolved in three
14
RLF1 21750690v.6
business days, the party objecting to the treatment of such information as privileged or protected
may, on an expedited basis, move for an Order compelling production of the Disputed Protected
Materials. The Producing Party shall fully cooperate with efforts to bring the dispute to the
Court on an expedited basis. The party challenging a claim of Privilege or Protection shall
Court’s intervention have been exhausted. The Disputed Protected Materials will be treated as
privileged or protected as claimed by the Producing Party until the issue is determined by the
Court. A party or entity may utilize the protections and procedures set out in paragraphs 19 and
20 with regard to that party’s or entity’s claim of its own Privilege or Protection in Disclosure
Materials even though it was not the Producing Party.
21. The protections and procedures set forth in paragraphs 19 and 20 above shall also
apply in the event a Producing Party has already produced or provided, or may produce or
provide in the future notwithstanding the procedures set forth in paragraph 14 above, documents
or information that any party or entity contends contains such party’s or entity’s privileged
information so as to enable such party or entity to utilize the protections and procedures set out
in paragraphs 19 and 20 even though it was not the Producing Party. To the extent the Producing
Party is aware or becomes aware that a party’s or entity’s privileged information has been
disclosed, the Producing Party shall immediately provide notice by email or other writing to such
party or entity and attach the documents or information that was produced so as to enable such
party or entity to utilize the protections and procedures set out in paragraphs 19 and 20 even
though it was not the Producing Party.
22. In the event of a disclosure by a Receiving Party of Confidential Information or
Highly Confidential Information to persons or entities not authorized by this Stipulated
15
RLF1 21750690v.6
Protective Order to receive such Confidential Information or Highly Confidential Information,
the Receiving Party making the unauthorized disclosure shall, upon learning of the disclosure: (i)
immediately notify the person or entity to whom the disclosure was made that the disclosure
contains Confidential Information or Highly Confidential Information subject to this Stipulated
Protective Order; (ii) immediately make reasonable efforts to recover the disclosed Confidential
Information or Highly Confidential Information as well as preclude further dissemination or use
by the person or entity to whom the disclosure was made; and (iii) immediately notify the
Producing Party of the identity of the person or entity to whom the disclosure was made, the
circumstances surrounding the disclosure, and the steps taken to recover the disclosed
Confidential Information or Highly Confidential Information and ensure against further
dissemination or use thereof, and the Producing Party thereafter shall notify any party that such
attorney knows to have asserted a claim of its own Privilege or Protection in such Confidential
Information of Highly Confidential Information. Disclosure of Confidential Information or
Highly Confidential Information other than in accordance with the terms of this Stipulated
Protective Order may subject the disclosing person to such sanctions and remedies as the Court
may deem appropriate.
23. When counsel for any Party or an attorney who has executed this Stipulated
Protective Order or the Agreement To Be Bound By The Protective Order attached hereto
becomes aware of any violation of this Stipulated Protective Order, or of facts constituting good
cause to believe that a violation of this Stipulated Protective Order may have occurred, such
attorney shall promptly report, with appropriate particulars to assist in aiding any investigation,
to counsel for the Producing Party that there may have been a violation of this Stipulated
Protective Order, and the Producing Party shall notify any party that such attorney knows to have
16
RLF1 21750690v.6
asserted a claim of its own Privilege or Protection in Disclosure Materials if such Disclosure
Materials are the subject of the violation or alleged violation of this Stipulated Protective Order.
24. The Parties to this Stipulated Protective Order (including parties executing the
Agreement To Be Bound By The Protective Order attached hereto) agree that prior to and after
the completion of the Proceeding, the provisions of this Stipulated Protective Order shall
continue to be binding and the Court shall retain jurisdiction over the Parties and any other
person who has had access to Confidential Information or Highly Confidential Information
pursuant to this Stipulated Protective Order, in order to enforce the provisions of this Stipulated
Protective Order.
25. Within sixty (60) days after the entry of a final decree closing these Chapter 11
Cases, or upon the written request of the Producing Party within sixty (60) days after the closing
of any Proceeding, as well as any associated appeals, all Confidential Information and Highly
Confidential Information produced to a Receiving Party, including any copies of documents or
reproductions of things, shall, at the option of the Receiving Party, either: (a) be returned to the
Producing Party without keeping a copy thereof, which includes erasing any electronically stored
information; or (b) destroyed by the Receiving Party without keeping a copy thereof, which
includes erasing any electronically stored information. Counsel for any Party or non-Party
receiving Confidential Information or Highly Confidential Information shall provide written
certification of compliance with this provision to counsel for the Producing Party within sixty
(60) days of any request by the Producing Party in accordance with this paragraph. Electronic
mail of a Party or non-Party or its counsel that evidences, refers to or contains Confidential
Information or Highly Confidential Information is not subject to the foregoing destruction or
return requirement, but otherwise remains subject to the provisions of this Stipulated Protective
17
RLF1 21750690v.6
Order. Notwithstanding anything to the contrary, counsel for the Parties may retain Confidential
Information and Highly Confidential Information constituting, containing, or incorporated in
pleadings, motion papers, and exhibits contained in the official court record, work product,
discovery responses, deposition transcripts, and deposition and trial exhibits, but otherwise
subject to the provisions of this Stipulated Protective Order. Moreover, counsel for the Parties
do not need to return or destroy Confidential Information and Highly Confidential Information
that are stored on archival or other backup systems and are not reasonably accessible to persons
other than personnel who maintain such systems. All such archival copies shall be maintained in
accordance with the terms of this Stipulated Protective Order.
26. Any interested party with respect to these Chapter 11 Cases, including but not
limited to any person intending or planning to receive or produce documents, receive or disclose
information, or provide testimony in connection therewith, may become a Party to this Stipulated
Protective Order by executing, prior to any disclosure, the Agreement To Be Bound By The
Protective Order attached hereto, in which case the provisions of this Stipulated Protective Order
shall apply fully to any discovery material that he, she or it may provide or receive.
27. The Parties to this Stipulated Protective Order acknowledge that because of the
unique nature of the Confidential Information and Highly Confidential Information, any breach
of any of the terms and conditions of this Stipulated Protective Order would cause irreparable
damage to the Producing Party and that monetary damages and other damages available at law
may be inadequate to compensate for such breach. Accordingly, the Parties agree that, in
addition to any other remedies available to them at law or in equity, the Parties will be entitled to
injunctive relief and specific performance to enforce the provisions of this Stipulated Protective
18
RLF1 21750690v.6
Order without proof of actual damages and without any requirement to post a bond or provide
other security.
28. If a Receiving Party or any of its advisors is legally compelled (whether by
regulatory request, deposition, interrogatory, request for documents, subpoena, civil
investigation, demand or similar process) to disclose any of the Confidential Information or
Highly Confidential Information, the Receiving Party shall immediately notify the Producing
Party, and the Producing Party shall notify any party or entity known to the Producing Party to
have asserted a claim of its own Privilege or Protection in such Confidential Information or
Highly Confidential Information (in this paragraph only, collectively with the Producing Party,
the “Interested Parties”), in writing of such requirement to disclose Confidential or Highly
Confidential Information, so that the Interested Parties, collectively or alone, may seek a
protective order or other appropriate remedy. The Receiving Party will use its best efforts, at the
expense of those Interested Parties that elect to seek a protective order or pursue other
appropriate remedy, to obtain or assist such Interested Parties in obtaining any such protective
order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving
Party may disclose, without liability hereunder, that portion (and only that portion) of the
Confidential Information or Highly Confidential Information that the Receiving Party has been
advised by written opinion of counsel reasonably acceptable to the Interested Parties that it is
legally compelled to disclose; provided, however, that the Receiving Party agrees to use its best
efforts to obtain assurance that confidential treatment will be accorded to such Confidential
Information or Highly Confidential Information by the person or persons to whom it is disclosed.
29. Nothing herein shall be deemed to prevent a Producing Party, or any party or
entity claiming a Privilege or Protection in connection thereto, from objecting to discovery or
19
RLF1 21750690v.6
asserting that information being sought in discovery is of such a nature that discovery should not
be afforded because of the confidential, personal, or proprietary nature of the information being
sought or to preclude a Party from seeking additional or further limitations on the use or
disclosure of such information being sought in discovery.
30. No waiver of any breach or default shall be deemed or construed to constitute a
waiver of any other violation or other breach of any of the terms, provisions and covenants
contained in this Stipulated Protective Order, and forbearance to enforce one or more of the
remedies provided herein in the event of a default will not be deemed or construed to constitute a
waiver of that default or of any other remedy provided for in this Stipulated Protective Order.
Furthermore, nothing contained herein shall reduce any protections otherwise provided by other
confidentiality agreements to which the Debtors, the Parties, and other person who becomes a
Party hereto are a party.
31. This Stipulated Protective Order may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute one instrument.
Upon approval by the Court, this Stipulated Protective Order is a binding agreement upon the
signatories hereto (and to the Agreement To Be Bound By The Protective Order attached hereto)
and constitutes an order of the Court, the violation of which is subject to enforcement and
imposition of legal sanction in the same manner as any other order of the Court.
32. This Stipulated Protective Order may be amended by agreement of the Parties and
further order of the Court.
20
RLF1 21750690v.6
Dated: August ___, 2019

Wilmington, Delaware
Stipulated and agreed to by:
_/s/ ___________ _/s/ ______________

Mark D. Collins (No. 2981) Natalie D. Ramsey (No. 5378)
Michael J. Merchant (No. 3854) Mark A. Fink (No. 3946)
Marcos A. Ramos (No. 4450) ROBINSON & COLE LLP
Amanda R. Steele (No. 5530) 1000 North West Street
RICHARDS, LAYTON & FINGER, P.A. Suite 1200
One Rodney Square Wilmington, DE 19801
920 North King Street Telephone: (302) 495-4800
Wilmington, DE 19801 Facsimile: (212) 451-2999
Telephone: (302) 651-7700 E-mail: nramsey@rc.com
Facsimile: (302) 651-7701 mfink@rc.com
E-mail: collins@rlf.com
merchant@rlf.com Rachel C. Strickland
ramos@rlf.com WILLKIE FARR & GALLAGHER LLP
steele@rlf.com 787 Seventh Avenue
New York, NY 10019
Jeffrey E. Bjork (admitted pro hac vice) Telephone: (212) 728-8544
Kimberly A. Posin (admitting pro hac vice) Facsimile: (212) 728-9544
Helena G. Tseregounis (admitted pro hac vice) E-mail: rstrickland@willkie.com
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100 Counsel for the Tort Claimants’ Committee
Los Angeles, California 90071-1560
Telephone: (213) 485-1234
Facsimile: (213) 891-8763 YOUNG CONAWAY STARGATT &
E-mail: jeff.bjork@lw.com TAYLOR, LLP
kim.posin@lw.com
helena.tseregounis@lw.com /s/
Robert S. Brady (No. 2847)
Richard A. Levy (admitted pro hac vice) Edwin J. Harron (No. 3396)
LATHAM & WATKINS LLP Sharon M. Zieg (No. 4196)
330 North Wabash Avenue, Suite 2800 Rodney Square
Chicago, Illinois 60611 1000 North King Street
Telephone: (312) 876-7700 Wilmington, Delaware 19801
Facsimile: (312) 993-9767 Telephone: (302) 571-6600
E-mail: richard.levy@lw.com Facsimile: (302) 571-1253
Email: rbrady@ycst.com
Counsel for Debtors Email: eharron@ycst.com
Email: szieg@ycst.com
21
RLF1 21750690v.6
Counsel to the Future Claimants’

Representative
22
RLF1 21750690v.6

------------------------------------------------------------ x
In re: : Chapter 11
:
IMERYS TALC AMERICA, INC., et al., 1 : Case No. 19-10289 (LSS)
:
:
:
:
------------------------------------------------------------ x
AGREEMENT TO BE BOUND BY THE PROTECTIVE ORDER
This is to certify that: (a) I am producing and/or being given access to Confidential
Information or Highly Confidential Information under the Protective Order entered in the above-
captioned proceeding; (b) I have read the Protective Order; and (c) I agree to be bound by the
terms and conditions thereof as a “Receiving Party” and “Producing Party,” as the case may be,
including, without limitation, the obligations regarding the use, non-disclosure and return of such
Confidential Information or Highly Confidential Information. I further agree that in addition to
being contractually bound by the Protective Order, I am subject to the powers of the Bankruptcy
Court for any violation of the Protective Order.
Date: __________________________
Name (Printed)
Signature
1
RLF1 21654834v.1
RLF1 21750690v.6

------------------------------------------------------------ x
In re: : Chapter 11
:
1
IMERYS TALC AMERICA, INC., et al., : Case No. 19-10289 (LSS)
:
:
:
:
------------------------------------------------------------ x
[PROPOSED] STIPULATED PROTECTIVE ORDER
1
RLF1 21750690v.6
Based upon the agreement of debtors Imerys Talc America, Inc. (“ITA”), Imerys Talc
“Debtors”) and those parties identified as signatories to this Stipulated Protective Order (each, a
“Party,” and collectively, the “Parties”), and subject to the approval of the United States
Bankruptcy Court for the District of Delaware (the “Court”), this protective order pursuant to
Fed. R. Bankr. P. 7026 and 9018 and Fed. R. Civ. P. 26(c) shall govern the disclosure of
information and documents, including deposition testimony or transcripts (“Disclosure
Materials”), in connection with the above-captioned proceedings (the “Chapter 11 Cases”):
response to formal or informal discovery served in connection with these Chapter 11 Cases,
including any related contested matter, adversary action, or appeal (each, as applicable, a
“Proceeding,” and collectively, the “Proceedings”).
Disclosure Materials in response to formal or informal discovery served in connection with any
of the Proceedings.
3. “Confidential Information” shall include any nonpublic information, documents,
or things produced or provided (formally or informally) by the Producing Party that such party
has a good faith reasonable belief contains confidential, proprietary, or personally or
financial and business analyses, and compilations and studies relating to the foregoing, and other
nonpublic documents prepared by the Producing Party or any of its affiliates or their respective
RLF1 21750690v.6
employees, agents, attorneys, professionals, consultants or other agents; (b) information
implicating an individual’s legitimate expectation of privacy, including medical information and
social security numbers; and (c) any and all information required to be maintained confidentially
by federal, state or local laws, rules, regulations or ordinances governing or relating to privacy
rights, which are furnished, disclosed or made known to a Receiving Party, whether intentionally
or unintentionally and in any manner, including in written form, orally or through any electronic,
facsimile or computer-related means of communication. Confidential Information shall also
include, without limitation: (i) any notes, summaries, compilations, presentations, memoranda or
similar written materials disclosing, discussing or that is based on or reflects Confidential
Information; (ii) any written Confidential Information that is discussed or presented orally; and
(iii) any other Confidential Information conveyed to a Receiving Party orally that the Producing
Party or their advisors or other agents advise the Receiving Party should be treated as
confidential.
4. “Highly Confidential Information” shall mean for “attorneys’ and advisors’ eyes
only” and shall be limited to nonpublic information produced or provided (formally or
informally) that is marked or designated as “Highly Confidential,” whether written, oral,
photographic, electronic or otherwise, whether in the form of slides, handouts, letters,
memoranda, agreements, facsimile transmissions, meetings, conference and other telephone
calls, diskettes, files, and/or any other mode, and that, if disclosed, could cause significant
competitive, commercial, privacy, personal, or litigation harm to the Producing Party.
RLF1 21750690v.6
CONFIDENTIAL” on each page so designated (if the information is produced in written form)
or otherwise conspicuously labeling it on a part thereof (if in the form of tape, disc, or other form
that makes it difficult to label each page). Any summary, compilation or copy of any document
or thing so designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” shall also be
treated as so designated pursuant to this Stipulated Protective Order. The “CONFIDENTIAL” or
connection with the Proceedings, and shall not be used in any other proceeding or for any other
purpose. Neither the Disclosure Materials designated as “CONFIDENTIAL” (“Confidential
Materials”) nor the contents thereof shall be given, shown, made available, communicated, used
or otherwise disclosed to anyone other than (a) the Court, (b) outside counsel for the parties to
the Proceedings, and paralegal, stenographic and clerical personnel of such counsel, (c) experts
(including financial advisors, consultants, and other retained professionals) specifically retained
by the parties for purposes relating to the Proceedings, (d) litigation vendors and other third-
party litigation support personnel engaged for purposes of the Proceedings, and (e) the parties to
the Proceeding, provided that in the case of a Committee, the term party shall be limited to the
accepted the terms of this Stipulated Protective Order, except: (i) with prior written approval of
the Producing Party or its attorneys in the case of Disclosure Materials or the party requesting the
RLF1 21750690v.6
designation in the case of deposition transcripts; or (ii) upon further order of the Court and after
notice to all parties to the Proceeding; or (iii) as set forth in paragraphs 11 and 15 below with
respect to the United States Trustee for the District of Delaware (“U.S. Trustee”), and his
counsel.
7. Disclosure Materials designated as “HIGHLY CONFIDENTIAL” (“Highly
Confidential Materials”) or the contents thereof shall not be given, shown, made available,
communicated, used or otherwise disclosed to anyone, including without limitation the Parties
and their members, employees, officers, and agents, and in-house counsel, other than (a) the
Court, (b) outside counsel for the parties to the Proceedings, and paralegal, stenographic and
clerical personnel of such counsel, provided that in the case of the Committee, the term outside
counsel shall not include any member or its representative on the Committee, but shall include
professionals formally engaged to represent the Committee in the Proceedings even if the
retention application of such professional has not yet been filed with, or approved by, the
Bankruptcy Court, and, for the avoidance of any doubt, such professionals shall include
Robinson & Cole LLP and Willkie Farr & Gallagher LLP, and (c) experts (including financial
advisors, consultants, and other retained professionals) specifically retained by the parties for
purposes relating to the Proceedings, and (d) litigation vendors and other third-party litigation
support personnel engaged for purposes of the Proceedings, except: (i) with prior written
approval of the party requesting the designation in the case of deposition transcripts or of the
Producing Party or its attorneys in the case of other Highly Confidential Materials; or (ii) upon
further order of the Court and after notice to all Parties to the Proceeding; or (iii) as set forth in
paragraphs 11 and 15 below with respect to the U.S. Trustee and his counsel.
RLF1 21750690v.6
Stipulated Protective Order shall be made only as necessary for matters in the Proceedings and
only after the person to whom the disclosure is to be made has been informed of the confidential
or highly confidential nature of the Disclosure Materials and agrees to be bound by the terms of
this Stipulated Protective Order. No person to whom Confidential Materials or Highly
Confidential Materials are disclosed shall disclose such materials or the contents of such
materials to any person to whom disclosure is not authorized by the terms hereof.
9. This Stipulated Protective Order does not restrict in any manner the use or
disclosure by the Producing Party of any of its own Disclosure Materials. If a disclosure of its
own Disclosure Materials designated Confidential or Highly Confidential is made by the
Producing Party in a document filed with the Court not under seal, in a court hearing, or a
deposition and not designated Confidential or Highly Confidential at such deposition, such
Disclosure Materials shall no longer be considered Confidential Information or Highly
Confidential Information. For the avoidance of doubt, in this paragraph the phrase “own
Disclosure Materials” does not include privileged information generated in connection with the
defense of talc related and/or asbestos related claims that another party or entity claims is subject
to its shared Privilege or Protection.
10. A Receiving Party shall have no obligation under this Stipulated Protective Order
as to Confidential Information or Highly Confidential Information which: (a) is known to the
Receiving Party at the time of disclosure, without obligation of confidentiality, unless the
Receiving Party became aware of the Confidential Information or Highly Confidential
Information as a result of a violation of this Stipulated Protective Order; (b) is independently
developed by the Receiving Party without reference to or use of Confidential Information or
RLF1 21750690v.6
Highly Confidential Information; (c) becomes known to the Receiving Party from another
source, unless the Receiving Party knows or reasonably believes that such other source was
subject to a confidentiality restriction at the time of disclosure; (d) is or becomes part of the
public domain through no wrongful act of the Receiving Party; or (e) is disclosed publicly
pursuant to any judicial or government request or order; provided that with regard to 10(e) of this
paragraph, unless requested not to do so by the judicial or governmental entity, the Receiving
Party shall take reasonable steps to give sufficient prior written notice so that the Producing
Party may seek a protective order to contest or limit the scope of such request or order as much
as possible.
Procedure of the United States Bankruptcy Court for the District of Delaware (“Local Rules”)
and any applicable Chambers Procedures. The filing party shall file a publicly viewable redacted
form of the document within five (5) days of the filing of the document under seal as a restricted
document. Any party that files a motion to file under seal in the Bankruptcy Court for the
District of Delaware shall provide counsel to the U.S. Trustee with an unredacted copy of all
documents sought to be sealed, pursuant to Bankruptcy Code § 107(c)(3)(A), provided however,
that the filing party may move the Bankruptcy Court (under the motion to seal or otherwise) to
limit access to all or a part of the proposed sealed materials on grounds of the attorney-client
privilege, joint defense privilege, common interest privilege, work product doctrine or any other
applicable privilege, provided further that, for the avoidance of doubt, (1) the U.S. Trustee’s,
Johnson & Johnson’s and Johnson & Johnson Consumer Inc.’s (collectively “J&J”), and the
RLF1 21750690v.6
Cyprus Historical Excess Insurers’ rights to object to the same are fully preserved and (2) the
reference herein to “attorney-client privilege, joint defense privilege, common interest privilege,
work product doctrine or any other applicable privilege” is not intended to, and does not,
authorize the disclosure of any such information in contravention of applicable agreement or law
or the terms of this Stipulated Protective Order or the Order approving the same. Pending a
ruling on a motion to seal, any party (including the U.S. Trustee) that receives a filing or
document subject to a motion to seal shall treat such material as non-public information subject
to the continuing protections accorded such material under this Stipulated Protective Order and
as subject to the limitation on use and disclosure as set forth in Local Rule 9018-1(f). Moreover,
if the motion to seal is denied, the material subject to the motion to seal shall be returned to the
filer, unless otherwise expressly agreed by the filer in writing, provided further that such material
need not be returned to the filer if the subject material later is filed as a public document. The
mere inclusion in a paper or pleading of factual information derived from documents or things
designated “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” will not require that paper or
pleading to be filed under seal if the Parties agree in writing prior to filing the paper or pleading
that the factual information actually contained in that paper or pleading would not itself be
properly subject to such designation. If the Parties cannot resolve a dispute regarding the
inclusion in a paper or pleading of facts from documents or things marked “CONFIDENTIAL”
or “HIGHLY CONFIDENTIAL,” the procedures of this paragraph shall be followed prior to the
filing of any such paper or pleading.
12. Except as otherwise approved by the Producing Party or by an order of the Court,
including any information contained in documents so designated, in preparing and deposing
RLF1 21750690v.6
only: (a) an individual who has had or who is eligible to have access to the Confidential
Information or Highly Confidential Information by virtue of his or her employment with the
Producing Party, the Debtors, any Party, or an affiliate of the Debtors; (b) an individual
identified in the Confidential Information or Highly Confidential Information as an author,
addressee, or copy recipient of such information; (c) an individual who, although not identified
as an author, addressee, or copy recipient of such Confidential Information or Highly
Producing Party including the Producing Party’s accountants; or (e) any other non-Party witness
who has executed the Agreement To Be Bound By The Protective Order attached hereto.
13. The portions of any deposition transcript that the Producing Party has designated
on the record as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” and any Confidential
Information or Highly Confidential Information that is marked as a deposition exhibit shall be
treated as Confidential Information or Highly Confidential Information. Notwithstanding the
foregoing, the entirety of all deposition transcripts shall be deemed Confidential Information for
seven (7) days after the transcript is delivered to counsel for the Producing Party. During the
seven (7) day period, the Producing Party may designate by page and line number any portion of
a deposition transcript, to the extent not previously designated, as Confidential Information or
Highly Confidential Information. Transcript pages and exhibits containing Confidential
Information or Highly Confidential Information shall be distributed only in accordance with this
Stipulated Protective Order and to the deponent, and the deponent’s counsel (who shall first have
executed the Agreement To Be Bound By The Protective Order attached hereto if such counsel is
not also counsel for one of the Parties).
RLF1 21750690v.6
14. Nothing contained in this Stipulated Protective Order authorizes a Producing
Party to disclose to the Committee, Future Claimants Representative or any other party or entity,
or their respective professionals, another party’s or entity’s privileged information generated in
connection with the defense of talc related and/or asbestos related claims that is subject to a
shared Privilege or Protection as between the Producing Party and such party or entity. In the
event that the Producing Party intends to produce any such information that is subject to a claim
by another party or entity of a shared Privilege or Protection (which may include information
that was prepared by, or delivered by the Producing Party to, counsel retained to represent the
Producing Party in filed or threatened talc-related litigation), the Producing Party will provide
advance notice by email or other writing to the counterparty under the shared Privilege or
Protection prior to production by the Producing Party of such information under this Protective
Order. The notice shall attach the documents or information sought to be produced. Such
counterparty will have three (3) business days after receipt of the Producing Party’s notice to
object by email or other writing to the Producing Party’s proposed production and, if such
objection is delivered to the Producing Party within the three (3) day period, then the Producing
Party and the counterparty will confer in good faith regarding the objection and proposed
production. In the event that an agreement cannot be reached between the Producing Party and
the objecting counterparty, then the Producing Party will not produce the subject documents or
information and the issue will be determined by the Bankruptcy Court.
15. Except as set forth in paragraph 16 below as to the U.S. Trustee, no one may
attend or review the portion(s) of transcripts of any depositions designated as containing
Confidential Information or Highly Confidential Information, other than the Court and its
personnel, the court reporter, outside counsel for the Receiving Party, counsel for a non-Party
10
RLF1 21750690v.6
deponent (who shall first have executed the Agreement To Be Bound By The Protective Order
attached hereto if such counsel is not also counsel for one of the Parties), and those individuals
otherwise permitted to view Confidential Information or Highly Confidential Information
pursuant to the terms of this Agreement and whose attendance at or review of this data is
reasonably necessary to assist in connection with the Proceeding.
Confidential Information at any hearing or trial in the Proceedings, including any procedures
related to the non-public disclosure of Confidential Information or Highly Confidential
Information, and shall consult with the United States Trustee with regards to any planned use of
Confidential Information or Highly Confidential Information at any hearing or trial in the
Chapter 11 Cases that involves the non-public disclosure thereof. In the event that an agreement
cannot be reached on such procedures, the issue shall be determined by the Bankruptcy Court.
All trial exhibits or other materials to be offered into evidence at a hearing or proceeding in the
Bankruptcy Court as to which a party seeks to prevent or limit public disclosure shall be
provided to counsel to the U.S. Trustee in an unredacted form before the hearing, subject to the
continuing restrictions on use and disclosure provided hereunder, to the extent not already
provided.
should be treated as Confidential Materials or Highly Confidential Materials, the party
challenging the need for such treatment shall advise the designating party by written notification,
specifying why such treatment is improper. The parties shall attempt to resolve in good faith
within three (3) business days any such disputes as to the need to treat the information as
Confidential Materials or Highly Confidential Materials; provided, however, if any such dispute
11
RLF1 21750690v.6
cannot be resolved in three (3) business days, the party objecting to the confidential nature of the
information may, on an expedited basis, move for an Order relieving it from the obligations of
this Stipulated Protective Order, with respect to such Confidential Materials or Highly
Confidential Materials. The Producing Party shall fully cooperate with efforts to bring the
dispute to the Court on an expedited basis. The party challenging the designation shall
Court’s intervention have been exhausted. The Disclosure Materials at issue shall be treated as
Confidential Materials or Highly Confidential Materials, as designated by the Producing Party,
until the issue is determined by the Court; provided, however, that the burden shall remain with
the Producing Party to demonstrate that Disclosure Materials in dispute are properly designated
as Confidential Materials or Highly Confidential Materials.
should be entitled to another designation pursuant to this Stipulated Protective Order
(“Misdesignated Material”) at any time thereafter. Documents or information inadvertently
Confidential” may thereafter be so designated by promptly notifying the Receiving Party in
writing that such materials are Confidential or Highly Confidential, as the case may be. The
Receiving Party shall thereafter treat such materials as so designated.
privilege, work product doctrine, or any other applicable privilege or protection from disclosure
(a “Privilege or Protection”), is nevertheless inadvertently produced (“Inadvertently Produced
12
RLF1 21750690v.6
Material”), such production shall in no way prejudice or otherwise constitute a waiver of, or
estoppel as to, any claim of Privilege or Protection to which such inadvertently Producing Party
or any person or entity claiming a shared Privilege or Protection would otherwise be entitled, in
these Proceedings or any other federal or state proceeding. This Stipulated Protective Order
shall be interpreted to provide the maximum protection allowed by rule 502(d) of the Federal
Rules of Evidence, and the Parties agree that their productions satisfy the provisions of rule
502(b). If a claim of inadvertent production is made pursuant to this paragraph, the Receiving
Party shall, upon notification and request, return or destroy the Inadvertently Produced Material
(including all copies thereof) as to which the claim of inadvertent production has been made,
within three (3) business days, and the information shall not be used for any purpose. Such
request shall describe the Inadvertently Produced Material with a reasonable degree of specificity
(such as a Bates number or range, or other manner by which the Receiving Party can identify the
material) and state the applicable Privilege or Protection upon which a claim of inadvertent
disclosure is predicated. If a Producing Party discovers that it has produced Disclosure Materials
that appear to be subject to a Privilege or Protection, the Producing Party who provided the
Disclosure Materials shall immediately notify the Receiving Party in writing or electronic mail
regarding the production and shall provide the Receiving Party with the first bates number or
bates range of the Inadvertently Produced Materials. If a Receiving Party discovers that it has
received Disclosure Materials that it knows or is reasonably certain are Inadvertently Produced
Materials, the Receiving Party shall immediately notify the Producing Party regarding the
production and provide the Producing Party with the first bates number or bates range of the
potentially Inadvertently Produced Materials. Nothing in this Paragraph is intended to limit any
obligations or rights a Party, or other parties or entities, may otherwise have under this Order or
13
RLF1 21750690v.6
any other applicable law or regulation with regards to the treatment of inadvertently produced
documents subject to any Privilege or Protection. The Producing Party shall immediately
provide notice of a request for the return of Inadvertently Produced Materials to any party or
entity known, or reasonably certain, to such Producing Party to assert a claim of its own
Privilege or Protection in such Inadvertently Produced Materials, and the Producing Party shall
provide such party or entity a copy of the documents or information identified as Inadvertently
Produced Material and as to which such person or entity is known, or reasonably certain, to
assert a claim of its own Privilege or Protection. For the avoidance of doubt, the procedures set
forth in this paragraph shall apply to any formal or informal production made by a Producing
Party during the pendency of the Chapter 11 Cases prior to or pending approval of this Stipulated
Protective Order by the Court. If the Debtors become aware that they provided material subject
to a shared Privilege or Protection to James L. Patton , Jr. or to Young Conaway Stargatt &
Taylor, LLP or Ankura Consulting Group, LLC before the Chapter 11 Cases, then the procedures
set forth in this paragraph shall apply to any such material. 2 The above protections and
obligations apply to privileged or protected Disclosure Material whether disclosed inadvertently,
voluntarily, or intentionally.
Materials are subject to a claim of any Privilege or Protection (the “Disputed Protected
Materials”), the party challenging the need for such treatment shall advise the party claiming the
2
For the avoidance of doubt, the provisions of this Stipulated Protective Order, if any, that may require the
disclosure of any documents produced in adversary proceeding no. 19-50115 (Bankr. D. Del.) that are subject to
a shared Privilege or Protection to the parties that share in the Privilege or Protection shall not apply to the
informal exchange process between the Debtors and Cyprus Amax Minerals Company and Cyprus Mines
Corporation as described in the Amended Scheduling Order governing that adversary proceeding [Adv. D.I.
55]. See Am. Sched. Order at ¶ 6, n. 3.
14
RLF1 21750690v.6
relevant Privilege or Protection by written notification, specifying why such treatment is
improper. The parties shall attempt to resolve in good faith within three (3) business days any
such disputes as to the need to treat the Disputed Protected Materials as subject to a claim of
Privilege or Protection; provided, however, if any such dispute cannot be resolved in three
business days, the party objecting to the treatment of such information as privileged or protected
may, on an expedited basis, move for an Order compelling production of the Disputed Protected
Materials. The Producing Party shall fully cooperate with efforts to bring the dispute to the
Court on an expedited basis. The party challenging a claim of Privilege or Protection shall
Court’s intervention have been exhausted. The Disputed Protected Materials will be treated as
privileged or protected as claimed by the Producing Party until the issue is determined by the
Court. A party or entity may utilize the protections and procedures set out in paragraphs 19 and
20 with regard to that party’s or entity’s claim of its own Privilege or Protection in Disclosure
Materials even though it was not the Producing Party.
20.21. The protections and procedures set forth in paragraphs 19 and 20 above shall also
provide in the future notwithstanding the procedures set forth in paragraph 14 above, documents
15
RLF1 21750690v.6
21.22. In the event of a disclosure by a Receiving Party of Confidential Information or
Highly Confidential Information to persons or entities not authorized by this Stipulated
Protective Order to receive such Confidential Information or Highly Confidential Information,
the Receiving Party making the unauthorized disclosure shall, upon learning of the disclosure: (i)
contains Confidential Information or Highly Confidential Information subject to this Stipulated
Protective Order; (ii) immediately make reasonable efforts to recover the disclosed Confidential
Information or Highly Confidential Information as well as preclude further dissemination or use
by the person or entity to whom the disclosure was made; and (iii) immediately notify the
Producing Party of the identity of the person or entity to whom the disclosure was made, the
circumstances surrounding the disclosure, and the steps taken to recover the disclosed
Confidential Information or Highly Confidential Information and ensure against further
dissemination or use thereof, and the Producing Party thereafter shall notify any party that such
attorney knows to have asserted a claim of its own Privilege or Protection in such Confidential
Information of Highly Confidential Information. Disclosure of Confidential Information or
Highly Confidential Information other than in accordance with the terms of this Stipulated
Protective Order may subject the disclosing person to such sanctions and remedies as the Court
may deem appropriate.
22.23. When counsel for any Party or an attorney who has executed this Stipulated
Protective Order or the Agreement To Be Bound By The Protective Order attached hereto
becomes aware of any violation of this Stipulated Protective Order, or of facts constituting good
16
RLF1 21750690v.6
cause to believe that a violation of this Stipulated Protective Order may have occurred, such
attorney shall promptly report, with appropriate particulars to assist in aiding any investigation,
to counsel for the Producing Party that there may have been a violation of this Stipulated
Protective Order, and the Producing Party shall notify any party that such attorney knows to have
asserted a claim of its own Privilege or Protection in Disclosure Materials if such Disclosure
Materials are the subject of the violation or alleged violation of this Stipulated Protective Order.
23.24. The Parties to this Stipulated Protective Order (including parties executing the
Agreement To Be Bound By The Protective Order attached hereto) agree that prior to and after
the completion of the Proceeding, the provisions of this Stipulated Protective Order shall
continue to be binding and the Court shall retain jurisdiction over the Parties and any other
person who has had access to Confidential Information or Highly Confidential Information
pursuant to this Stipulated Protective Order, in order to enforce the provisions of this Stipulated
Protective Order.
24.25. Within sixty (60) days after the entry of a final decree closing these Chapter 11
Cases, or upon the written request of the Producing Party within sixty (60) days after the closing
of any Proceeding, as well as any associated appeals, all Confidential Information and Highly
Confidential Information produced to a Receiving Party, including any copies of documents or
reproductions of things, shall, at the option of the Receiving Party, either: (a) be returned to the
Producing Party without keeping a copy thereof, which includes erasing any electronically stored
includes erasing any electronically stored information. Counsel for any Party or non-Party
receiving Confidential Information or Highly Confidential Information shall provide written
certification of compliance with this provision to counsel for the Producing Party within sixty
17
RLF1 21750690v.6
(60) days of any request by the Producing Party in accordance with this paragraph. Electronic
mail of a Party or non-Party or its counsel that evidences, refers to or contains Confidential
Information or Highly Confidential Information is not subject to the foregoing destruction or
return requirement, but otherwise remains subject to the provisions of this Stipulated Protective
Order. Notwithstanding anything to the contrary, counsel for the Parties may retain Confidential
Information and Highly Confidential Information constituting, containing, or incorporated in
pleadings, motion papers, and exhibits contained in the official court record, work product,
discovery responses, deposition transcripts, and deposition and trial exhibits, but otherwise
subject to the provisions of this Stipulated Protective Order. Moreover, counsel for the Parties
do not need to return or destroy Confidential Information and Highly Confidential Information
that are stored on archival or other backup systems and are not reasonably accessible to persons
other than personnel who maintain such systems. All such archival copies shall be maintained in
accordance with the terms of this Stipulated Protective Order.
25.26. Any interested party with respect to these Chapter 11 Cases, including but not
limited to any person intending or planning to receive or produce documents, receive or disclose
information, or provide testimony in connection therewith, may become a Party to this Stipulated
Protective Order by executing, prior to any disclosure, the Agreement To Be Bound By The
Protective Order attached hereto, in which case the provisions of this Stipulated Protective Order
shall apply fully to any discovery material that he, she or it may provide or receive.
26.27. The Parties to this Stipulated Protective Order acknowledge that because of the
unique nature of the Confidential Information and Highly Confidential Information, any breach
of any of the terms and conditions of this Stipulated Protective Order would cause irreparable
damage to the Producing Party and that monetary damages and other damages available at law
18
RLF1 21750690v.6
may be inadequate to compensate for such breach. Accordingly, the Parties agree that, in
addition to any other remedies available to them at law or in equity, the Parties will be entitled to
injunctive relief and specific performance to enforce the provisions of this Stipulated Protective
Order without proof of actual damages and without any requirement to post a bond or provide
other security.
27.28. If a Receiving Party or any of its advisors is legally compelled (whether by
regulatory request, deposition, interrogatory, request for documents, subpoena, civil
investigation, demand or similar process) to disclose any of the Confidential Information or
Highly Confidential Information, the Receiving Party shall immediately notify the Producing
Party, and the Producing Party shall notify any party or entity known to the Producing Party to
have asserted a claim of its own Privilege or Protection in such Confidential Information or
Highly Confidential Information (in this paragraph only, collectively with the Producing Party,
the “Interested Parties”), in writing of such requirement to disclose Confidential or Highly
Confidential Information, so that the Interested Parties, collectively or alone, may seek a
protective order or other appropriate remedy. The Receiving Party will use its best efforts, at the
expense of those Interested Parties that elect to seek a protective order or pursue other
appropriate remedy, to obtain or assist such Interested Parties in obtaining any such protective
order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Receiving
Party may disclose, without liability hereunder, that portion (and only that portion) of the
Confidential Information or Highly Confidential Information that the Receiving Party has been
advised by written opinion of counsel reasonably acceptable to the Interested Parties that it is
legally compelled to disclose; provided, however, that the Receiving Party agrees to use its best
19
RLF1 21750690v.6
efforts to obtain assurance that confidential treatment will be accorded to such Confidential
Information or Highly Confidential Information by the person or persons to whom it is disclosed.
28.29. Nothing herein shall be deemed to prevent a Producing Party, or any party or
entity claiming a Privilege or Protection in connection thereto, from objecting to discovery or
asserting that information being sought in discovery is of such a nature that discovery should not
be afforded because of the confidential, personal, or proprietary nature of the information being
sought or to preclude a Party from seeking additional or further limitations on the use or
disclosure of such information being sought in discovery.
29.30. No waiver of any breach or default shall be deemed or construed to constitute a
contained in this Stipulated Protective Order, and forbearance to enforce one or more of the
remedies provided herein in the event of a default will not be deemed or construed to constitute a
waiver of that default or of any other remedy provided for in this Stipulated Protective Order.
Furthermore, nothing contained herein shall reduce any protections otherwise provided by other
confidentiality agreements to which the Debtors, the Parties, and other person who becomes a
Party hereto are a party.
30.31. This Stipulated Protective Order may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute one instrument.
Upon approval by the Court, this Stipulated Protective Order is a binding agreement upon the
signatories hereto (and to the Agreement To Be Bound By The Protective Order attached hereto)
and constitutes an order of the Court, the violation of which is subject to enforcement and
imposition of legal sanction in the same manner as any other order of the Court.
20
RLF1 21750690v.6
31.32. This Stipulated Protective Order may be amended by agreement of the Parties and
further order of the Court.
21
RLF1 21750690v.6
Dated: August ___, 2019

_/s/ ___________ _/s/ ______________

New York, NY 10019
Kimberly A. Posin (admitting pro hac vice) Facsimile: (212) 728-9544
355 South Grand Avenue, Suite 100 Counsel for the Tort Claimants’ Committee
Los Angeles, California 90071-1560
Telephone: (213) 485-1234
Facsimile: (213) 891-8763 YOUNG CONAWAY STARGATT &
E-mail: jeff.bjork@lw.com TAYLOR, LLP
kim.posin@lw.com
helena.tseregounis@lw.com /s/
Robert S. Brady (No. 2847)
Richard A. Levy (admitted pro hac vice) Edwin J. Harron (No. 3396)
LATHAM & WATKINS LLP Sharon M. Zieg (No. 4196)
330 North Wabash Avenue, Suite 2800 Rodney Square
Chicago, Illinois 60611 1000 North King Street
Telephone: (312) 876-7700 Wilmington, Delaware 19801
Facsimile: (312) 993-9767 Telephone: (302) 571-6600
E-mail: richard.levy@lw.com Facsimile: (302) 571-1253
Email: rbrady@ycst.com
Counsel for Debtors Email: eharron@ycst.com
Email: szieg@ycst.com
22
RLF1 21750690v.6
Counsel to the Future Claimants’

Representative
23
RLF1 21750690v.6

------------------------------------------------------------ x
In re: : Chapter 11
:
:
:
:
:
------------------------------------------------------------ x
AGREEMENT TO BE BOUND BY THE PROTECTIVE ORDER
Information or Highly Confidential Information under the Protective Order entered in the above-
captioned proceeding; (b) I have read the Protective Order; and (c) I agree to be bound by the
terms and conditions thereof as a “Receiving Party” and “Producing Party,” as the case may be,
including, without limitation, the obligations regarding the use, non-disclosure and return of such
Confidential Information or Highly Confidential Information. I further agree that in addition to
being contractually bound by the Protective Order, I am subject to the powers of the Bankruptcy
Court for any violation of the Protective Order.
Date: __________________________
Name (Printed)
Signature
1
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RLF1 21750690v.6

------------------------------------------------------------ x
In re: : Chapter 11
:
:
:
:
:
------------------------------------------------------------ x
:
IMERYS TALC AMERICA, INC., IMERYS : Adv. Pro. No. 19-50115 (LSS)
TALC VERMONT, INC. AND IMERYS TALC :
CANADA INC., :
:
:
Plaintiffs, :
v. :
:
CYPRUS AMAX MINERALS COMPANY and :
CYPRUS MINES CORPORATION, :
:
:
Defendants. :
:
------------------------------------------------------------ x
ADVERSARY PROCEEDING PROTECTIVE ORDER
Based upon the agreement of Plaintiffs Imerys Talc America, Inc. (“ITA”), Imerys Talc
“Debtors”), Defendants Cyprus Amax Minerals Company (“CAMC”) and Cyprus Mines
Corporation (“CMC” and together with CAMC, “Cyprus”), and those additional parties and non-
parties identified as signatories to this Adversary Proceeding Protective Order (each, a “Party” and
1
The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are:
Imerys Talc America, Inc. (6358), Imerys Talc Vermont, Inc. (9050), and Imerys Talc Canada Inc. (6748). The
RLF1 21657751v.4
OMM_US:77151361.2
collectively, the “Parties” to this Adversary Proceeding Protective Order regardless as to whether
they are parties to the Adversary Proceeding), and subject to the approval of the United States
Bankruptcy Court for the District of Delaware (the “Court”), this protective order pursuant to Fed.
R. Bankr. P. 7026 and 9018 and Fed. R. Civ. P. 26(c) shall govern the disclosure of information
and documents, including deposition testimony or transcripts (“Disclosure Materials”), in
connection with the above-captioned adversary proceeding (the “Adversary Proceeding”):
DEFINITIONS
response to formal or informal discovery served in connection with the Adversary Proceeding.
Disclosure Materials in response to formal or informal discovery served in connection with the
Adversary Proceeding.
3. A “Designating Party” is a person or entity that designates Disclosure Materials as
“Confidential” or “Highly Confidential” in connection with the Adversary Proceeding.
4. “Confidential Information” shall mean any nonpublic information, Disclosure
Materials, or things produced or provided (formally or informally) by the Producing Party that
such party has a good faith reasonable belief contains confidential, proprietary, or personally or
financial and business analyses, insurance, and compilations and studies relating to the foregoing,
and other nonpublic documents prepared by or for the Producing Party or any of its affiliates,
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insurers, or their respective employees, agents, attorneys, professionals, consultants or other
agents; (b) information implicating an individual’s legitimate expectation of privacy, including
medical information and social security numbers; (c) materials related to, or, at the time of
production, subject to the protections of, any joint defense, common interest, or similar agreements
as among Cyprus, the Debtors, and/or another Producing Party; and (d) any and all information
required to be maintained confidentially by federal, state or local laws, rules, regulations or
ordinances governing or relating to privacy rights, which are furnished, disclosed or made known
to a Receiving Party, whether intentionally or unintentionally and in any manner, including in
written form, orally or through any electronic, facsimile or computer-related means of
communication. Confidential Information shall also include, without limitation: (i) any notes,
summaries, compilations, presentations, memoranda or similar written materials disclosing,
discussing or that is based on or reflects Confidential Information; (ii) any written Confidential
Information that is discussed or presented orally; and (iii) any other Confidential Information
conveyed to a Receiving Party orally that the Producing Party or their advisors or other agents
advise the Receiving Party should be treated as confidential. Information or material that is
available to the public shall not be designated as Confidential Information.
5. “Highly Confidential Information” shall mean Confidential Information that shall
be disclosed on an “attorneys’ and advisors’ eyes only” basis and shall be limited to nonpublic
information marked or designated as “Highly Confidential,” whether written, oral, photographic,
electronic or otherwise, whether in the form of slides, handouts, letters, memoranda, agreements,
facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, and/or any
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other mode, and that, if disclosed to non-Qualified Persons (as defined herein), could cause
significant competitive, commercial, privacy, personal, or litigation harm to the Designating Party.
DESIGNATION AND TREATMENT OF CONFIDENTIAL INFORMATION
CONFIDENTIAL” on each page so designated (if the information is produced in written form) or
otherwise conspicuously labeling it on a part thereof (if in the form of tape, disc, or other form that
makes it difficult to label each page). For any Disclosure Materials produced in native form such
that they could not be conspicuously labelled with the appropriate confidentiality designation, the
inclusion of the words “Confidential” or “Highly Confidential” in the file names shall be deemed
to comply with this requirement. Any summary, compilation or copy of any document or thing so
designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” shall also be treated as so
designated pursuant to this Adversary Proceeding Protective Order. The “CONFIDENTIAL” or
connection with the Adversary Proceeding, and shall not be used in any other proceeding or for
any other purpose. Neither the Disclosure Materials designated as “CONFIDENTIAL”
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(“Confidential Materials”) nor the contents thereof shall be given, shown, made available,
communicated, used or otherwise disclosed to anyone other than (a) the Court, the court reporter,
and the Court’s personnel, (b) retained counsel and in-house counsel for the parties to the
Adversary Proceeding, and paralegal, stenographic and clerical personnel of such counsel, (c)
experts (including financial advisors, consultants, and other retained professionals) specifically
retained by the parties for purposes relating to the Adversary Proceeding, (d) litigation vendors
and other third-party litigation support personnel engaged for purposes of the Adversary
Proceeding, and (e) the parties to the Adversary Proceeding, provided that in the case of the
Official Committee of Tort Claimants (the “Committee”), the term party shall be limited to the
accepted the terms of this Adversary Proceeding Protective Order. Confidential Materials may also
be provided to such other persons as required by Paragraphs 12, 13, and 17 of this Adversary
Proceeding Protective Order.
8. Neither the Disclosure Materials designated as “HIGHLY CONFIDENTIAL”
(“Highly Confidential Materials”) nor the contents thereof shall be given, shown, made available,
communicated, used or otherwise disclosed to anyone (including without limitation the Parties and
their members, employees, officers, and agents) other than (a) the Court, the court reporter, and
the Court’s personnel, (b) retained counsel and in-house counsel for the parties, and paralegal,
stenographic and clerical personnel of such counsel, provided that in the case of the Committee,
the term retained counsel shall only include outside counsel for the Committee in the Adversary
Proceeding (i.e. Robinson & Cole LLP, Willkie Farr & Gallagher LLP, and Gilbert LLP) and not
include any member or its designee to the Committee, (c) experts (including financial advisors,
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consultants, and other retained professionals) specifically retained by the parties for purposes
relating to the Adversary Proceeding, and (d) litigation vendors and other third-party litigation
support personnel engaged for purposes of the Adversary Proceeding. Highly Confidential
Materials may also be provided to such other persons as required by Paragraphs 12, 13, and 17 of
this Adversary Proceeding Protective Order.
Adversary Proceeding Protective Order (“Qualified Persons”) shall be made only as necessary for
matters in the Adversary Proceeding and only after the person to whom the disclosure is to be
made has been informed of the confidential or highly confidential nature of the Disclosure
Materials and agrees to be bound by the terms of this Adversary Proceeding Protective Order,
including, upon request of the Producing Party, that counsel for the Receiving Party shall confirm
that all Qualified Persons have executed an Agreement To Be Bound By The Protective Order
attached hereto as Exhibit A. No Qualified Person to whom Confidential Materials or Highly
Confidential Materials are disclosed shall disclose such materials or the contents of such materials
to any person to whom disclosure is not authorized by the terms hereof.
10. This Adversary Proceeding Protective Order does not restrict in any manner the use
or disclosure by the Producing Party of any its own Disclosure Materials. If disclosure of a
document labeled Confidential or Highly Confidential is made by the Producing Party in a
document filed with the Court not under seal, in a court hearing, or a deposition and not designated
Confidential or Highly Confidential, such information shall no longer be considered Confidential
Information or Highly Confidential Information.
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11. A Receiving Party shall have no obligation under this Adversary Proceeding
Protective Order as to Confidential Information or Highly Confidential Information which: (a) is
known to the Receiving Party at the time of disclosure, without obligation of confidentiality; (b)
is independently developed by the Receiving Party without reference to or use of Confidential
Information or Highly Confidential Information; (c) becomes known to the Receiving Party from
another source, unless the Receiving Party knows or reasonably believes that such other source
was subject to a confidentiality restriction at the time of disclosure; or (d) becomes part of the
public domain through no wrongful act of the Receiving Party.
COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION
12. Confidential Information and Highly Confidential Information shall not be
disclosed or made available by any Receiving Party to persons other than Qualified Persons, except
as necessary to comply with applicable law that mandates the disclosure of such information or
the valid order of a court of competent jurisdiction that mandates the disclosure of such
information; provided, however, that in the event that a Receiving Party receives a request for
Confidential Information or Highly Confidential Information or for a court order that mandates the
disclosure of such information, the Receiving Party will (a) notify the Producing Party as promptly
as practicable after being notified of a disclosure compelled by law, a request for disclosure of
such information, or valid court order, and in any event, prior to production of the Confidential
Information, or Highly Confidential Information, and the Producing Party shall notify any party
or entity known to the Producing Party to have asserted a claim of its own Privilege or Protection
in such Confidential Information or Highly Confidential Information; (b) notify the court and any
party seeking disclosure of the Confidential Information or Highly Confidential Information as to
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the degree of confidentiality of the information sought; (c) produce only what is necessary to
comply with the valid court order, discovery request, or disclosure compelled by law; and (d) to
the extent a protective order or similar protection is available, produce such information under said
protective order or similar protection.
FILING UNDER SEAL
Procedure of the United States Bankruptcy Court for the District of Delaware and any applicable
Chambers Procedures (the “Local Rules”). The filing party shall file publicly a redacted form of
the document (redacting Confidential Information, Highly Confidential Information, and/or
information subject to any applicable common interest or joint defense privilege) within five (5)
days of the filing of the document under seal as a restricted document unless doing so would
compromise any applicable Privilege or Protection. Should the filing party or any other Party to
this Agreement assert that an applicable Privilege or Protection requires that such document not
be publicly filed even in a redacted format, any other party shall have the right to object to such
assertion of privilege. Should all or a part of the proposed sealed materials contain unredacted
information protected by the attorney-client privilege, joint defense privilege, common interest
privilege, work product doctrine or any other applicable privilege, the moving party shall notify in
writing all parties and non-parties with which it shares the applicable privileges (the “Common
Interest Parties”) prior to filing its motion to seal. The Common Interest Parties shall have the right
to object to and be heard regarding the future filing of such materials under seal. Any party that
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files a motion to file under seal in the Bankruptcy Court for the District of Delaware shall provide
counsel to the U.S. Trustee with a copy of all documents sought to be sealed, pursuant to
Bankruptcy Code § 107(c)(3)(A), provided however, that the filing party may move the
Bankruptcy Court (under the motion to seal or otherwise) to limit access to all or a part of the
proposed sealed materials on grounds of the attorney-client privilege, joint defense privilege,
common interest privilege, work product doctrine or any other applicable privilege, provided
further that the U.S. Trustee’s rights to object to the same are fully preserved. The party seeking
to use Disclosure Materials containing Confidential Information or Highly Confidential
Information must submit an unredacted version of such paper or pleading to the court overseeing
the Adversary Proceeding for in camera review in connection with any objection to the motion to
seal. Pending a ruling on an objection to any motion to seal, any Party (including the U.S. Trustee)
that receives a filing or document subject to a motion to seal shall treat such material as non-public
information subject to the continuing protections accorded such material under this Adversary
Proceeding Protective Order and as subject to the limitation on use and disclosure as set forth in
Local Rule 9018-1(f). Moreover, if the motion to seal is denied, the material subject to the motion
to seal shall be returned to the filer, unless otherwise expressly agreed by the filer in writing,
provided further that such material need not be returned to the filer if the subject material later is
filed as a public document. The mere inclusion in a paper or pleading of factual information
derived from documents or things designated “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL” will not require that paper or pleading to be filed under seal if the Parties agree
in writing prior to filing the paper or pleading that the factual information actually contained in
that paper or pleading would not itself be properly subject to such designation. If the Parties cannot
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resolve a dispute regarding the inclusion in a paper or pleading of facts from documents or things
marked “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL,” the procedures of this paragraph
shall be followed prior to the filing of any such paper or pleading.
USE OF CONFIDENTIAL INFORMATION AT TRIAL OR DEPOSITION
14. Except as otherwise approved by the Designating Party or by an order of the Court,
including any information contained in documents so designated, in preparing and deposing only:
(a) an individual who has had or who is eligible to have access to the Confidential Information or
Highly Confidential Information by virtue of his or her past or present employment or role with
the Producing Party, the Debtors, Cyprus, and any other Party, or any of their affiliates; (b) an
individual identified in the Confidential Information or Highly Confidential Information as an
author, addressee, or copy recipient of such information; (c) an individual who, although not
identified as an author, addressee, or copy recipient of such Confidential Information or Highly
Producing Party or any other Party to this Adversary Proceeding Protective Order; or (e) any
Qualified Person who has executed the Agreement To Be Bound By The Protective Order attached
hereto.
15. Information disclosed at depositions in this Adversary Proceeding may be
designated as Confidential Information or Highly Confidential Information by indicating on the
record at the deposition that the testimony contains Confidential Information or Highly
Confidential Information and is subject to the provisions of this Protective Order. The portions of
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any deposition transcript that the Designating Party has designated on the record as
“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” and any Confidential Information or
Highly Confidential Information that is marked as a deposition exhibit shall be treated as
Confidential Information or Highly Confidential Information. Notwithstanding the foregoing, the
entirety of all deposition transcripts shall be deemed Confidential Information for seven (7) days
after the transcript is delivered to counsel for the Producing Party. During the seven (7) day period,
the Producing Party may designate by page and line number any portion of a deposition transcript,
to the extent not previously designated, as Confidential Information or Highly Confidential
Information. Transcript pages and exhibits containing Confidential Information or Highly
Confidential Information shall be distributed only in accordance with this Adversary Proceeding
Protective Order and to the deponent, and the deponent’s counsel (who shall first have executed
the Agreement To Be Bound By The Protective Order attached hereto if such counsel is not also
counsel for one of the Parties to this Adversary Proceeding Protective Order).
16. Except as set forth in paragraph 17 below as to the U.S. Trustee, no one may attend
or review the portion(s) of transcripts of any depositions designated as containing Confidential
Information or Highly Confidential Information, other than those Qualified Persons otherwise
permitted to view Confidential Information or Highly Confidential Information pursuant to the
terms of this Adversary Proceeding Protective Order.
Confidential Information at any hearing or trial in the Adversary Proceeding, including any
procedures related to the non-public disclosure of Confidential Information or Highly Confidential
Information, and shall consult with the U.S. Trustee with regards to any planned use of
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Confidential Information or Highly Confidential Information at any hearing or trial in the Chapter
11 Cases that involves the non-public disclosure thereof. In the event that an agreement cannot be
reached on such procedures, the issue shall be determined by the Bankruptcy Court. All trial
exhibits or other materials to be offered into evidence at a hearing or proceeding in the Bankruptcy
Court as to which a party seeks to prevent or limit public disclosure shall be provided to counsel
to the U.S. Trustee before the hearing in the form such materials will be offered into evidence,
subject to the continuing restrictions on use and disclosure provided hereunder, to the extent not
already provided.
DESIGNATION DISPUTES AND INADVERTENT PRODUCTIONS
should be treated as Confidential Information or Highly Confidential Information, the party
challenging the need for such treatment shall advise the Designating Party by written notification,
specifying why such treatment is improper. The parties shall attempt to resolve in good faith within
three business day any such disputes as to the need to treat the information as Confidential
Information or Highly Confidential Information; provided, however, if any such dispute cannot be
resolved in three business days, the party objecting to the confidential nature of the information
may, on an expedited basis, move for an Order relieving it from the obligations of this Adversary
Proceeding Protective Order, with respect to such Confidential Information or Highly Confidential
Information. The Designating Party shall fully cooperate with efforts to bring the dispute to the
Court on an expedited basis. The party challenging the designation shall demonstrate to the Court
that good faith attempts to resolve the dispute without the need for the Court’s intervention have
been exhausted. The Disclosure Materials at issue shall be treated as Confidential Materials or
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Highly Confidential Materials, as designated by the Producing Party, until the issue is determined
by the Court; provided, however, that the burden shall remain with the Designating Party to
demonstrate that Disclosure Materials in dispute are properly designated as Confidential Materials
or Highly Confidential Materials.
should be entitled to another designation pursuant to this Adversary Proceeding Protective Order
(“Misdesignated Material”) at any time thereafter. Any Misdesignated Material inadvertently
Confidential” may thereafter be so designated by promptly notifying the Receiving Party in writing
that such materials are Confidential or Highly Confidential, as the case may be. The Receiving
Party shall thereafter treat such materials as so designated. To the extent the Misdesignated
Material was provided to parties to which disclosure would be barred under the proper
confidentiality designation, the Producing Party shall make all reasonable efforts to ensure such
Misdesignated Materials either (a) be returned by the Receiving Party to the Producing Party
without the keeping a copy thereof, which includes best efforts to erase any electronically stored
includes best efforts to erase any electronically stored information.
privilege, work product doctrine, or any other applicable privilege or protection from disclosure (a
“Privilege or Protection”), is nevertheless produced (“Inadvertently Produced Material”), such
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production shall in no way prejudice or otherwise constitute a waiver of, or estoppel as to, any
claim of Privilege or Protection to which such inadvertently Producing Party or any person or
entity claiming a shared Privilege or Protection would otherwise be entitled, in the Adversary
Proceeding, the Debtors’ bankruptcy cases, proceedings or contested matters therein, or any other
federal or state proceeding. This Adversary Proceeding Protective Order shall be interpreted to
provide the maximum protection allowed by rule 502(d) of the Federal Rules of Evidence, and the
Parties agree that their productions satisfy the provisions of rule 502(b). If a claim of inadvertent
production is made pursuant to this paragraph, the Receiving Party shall, upon notification and
request, return or destroy the Inadvertently Produced Material (including all copies thereof) as to
which the claim of inadvertent production has been made, within three business days, and the
information shall not be used for any purpose. Such request shall describe the Inadvertently
Produced Material with a reasonable degree of specificity (such as a Bates number or range, or
other manner by which the Receiving Party can identify the material) and state the applicable
privilege or protection upon which a claim of inadvertent disclosure is predicated. If a Producing
Party discovers that it has produced Disclosure Materials that appear to be subject to a Privilege
or Protection, the Producing Party who provided the Disclosure Materials shall immediately notify
the Receiving Party in writing or electronic mail regarding the production and shall provide the
Receiving Party with the first bates number or bates range of the Inadvertently Produced Materials.
If a Receiving Party discovers that it has received Disclosure Materials that it knows or is
reasonably certain are Inadvertently Produced Materials, the Receiving Party shall immediately
notify the Producing Party regarding the production and provide the Producing Party with the first
bates number or bates range of the potentially Inadvertently Produced Materials. Nothing in this
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Paragraph is intended to limit any obligations or rights a Party, or other parties or entities, may
otherwise have under this Adversary Proceeding Protective Order or any other applicable law or
regulation with regards to the treatment of inadvertently produced documents subject to any
Privilege or Protection. The Producing Party shall immediately provide notice of a request for the
return of Inadvertently Produced Materials to any party or entity known, or reasonably certain, to
such Producing Party to assert a claim of its own Privilege or Protection in such Inadvertently
Produced Materials, and the Producing Party shall provide such party or entity a copy of the
documents or information identified as Inadvertently Produced Material and as to which such
person or entity is known, or reasonably certain, to assert a claim of its own Privilege or Protection.
For the avoidance of doubt, the procedures set forth in this paragraph shall apply to any formal or
informal production made by a Producing Party during the pendency of the Chapter 11 Cases prior
to or pending approval of this Adversary Proceeding Protective Order by the Court. If the Debtors
become aware that they provided material subject to a shared Privilege or Protection to James L.
Patton , Jr. or to Young Conaway Stargatt & Taylor, LLP or Ankura Consulting Group, LLC before
the Chapter 11 Cases, then the procedures set forth in this paragraph shall apply to any such
material. The above protections and obligations apply to privileged or protected Disclosure
Material whether disclosed inadvertently, voluntarily, or intentionally.
Materials are subject to a claim of any Privilege or Protection (the “Disputed Protected Materials”),
the party challenging the need for such treatment shall advise the party claiming the relevant
privilege or protection by written notification, specifying why such treatment is improper. The
parties shall attempt to resolve in good faith within three (3) business days any such disputes as to
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the need to treat the Disputed Protected Materials as subject to a claim of Privilege or Protection;
provided, however, if any such dispute cannot be resolved in three (3) business days, the party
objecting to the treatment of such information as privileged or protected may, on an expedited
basis, move for an Order compelling production of the Disputed Protected Materials. The
Producing Party shall fully cooperate with efforts to bring the dispute to the Court on an expedited
basis. The party challenging a claim of Privilege or Protection shall demonstrate to the Court that
good faith attempts to resolve the dispute without the need for the Court’s intervention have been
exhausted. The Disputed Protected Materials will be treated as privileged or protected as claimed
by the Producing Party until the issue is determined by the Court. A party or entity may utilize the
protections and procedures set out in paragraphs 20 and 21 with regard to that party’s or entity’s
claim of its own Privilege or Protection in Disclosure Materials even though it was not the
Producing Party.
22. The protections and procedures set forth in paragraphs 20 and 21 above shall also
provide in the future notwithstanding the procedures set forth in paragraph 28 below, documents
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23. In the event of a disclosure by a Receiving Party of Confidential Information or
Highly Confidential Information to persons or entities not authorized by this Adversary Proceeding
Protective Order to receive such Confidential Information or Highly Confidential Information, the
Receiving Party making the unauthorized disclosure shall, upon learning of the disclosure: (i)
contains Confidential Information or Highly Confidential Information subject to this Adversary
Proceeding Protective Order; (ii) immediately make reasonable efforts to recover the disclosed
Confidential Information or Highly Confidential Information as well as preclude further
dissemination or use by the person or entity to whom the disclosure was made; and (iii)
immediately notify the Producing Party of the identity of the person or entity to whom the
disclosure was made, the circumstances surrounding the disclosure, and the steps taken to recover
the disclosed Confidential Information or Highly Confidential Information and ensure against
further dissemination or use thereof. Counsel for the Producing Party thereafter shall notify any
party that such counsel knows to have asserted a claim of its own Privilege or Protection in such
Confidential Information or Highly Confidential Information and provide a copy to that party of
that portion of the Confidential Information or Highly Confidential Information as to which such
person or entity is known to assert a claim of its own Privilege or Protection. Disclosure of
Confidential Information or Highly Confidential Information other than in accordance with the
terms of this Adversary Proceeding Protective Order may subject the disclosing person to such
sanctions and remedies as the Court may deem appropriate.
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24. When counsel for any Party or an attorney who has executed this Adversary
Proceeding Protective Order or the Agreement To Be Bound By The Protective Order attached
hereto becomes aware of any violation of this Adversary Proceeding Protective Order, or of facts
constituting good cause to believe that a violation of this Adversary Proceeding Protective Order
may have occurred, such attorney shall promptly report, with appropriate particulars to assist in
aiding any investigation, to counsel for the Producing Party that there may have been a violation
of this Adversary Proceeding Protective Order, and the Producing Party shall notify any party
that such attorney knows to have asserted a claim of its own Privilege or Protection in Disclosure
Materials if such Disclosure Materials are the subject of the violation or alleged violation of this
Adversary Proceeding Protective Order and provide a copy to that party of that portion of the
Confidential Information or Highly Confidential Information as to which such person or entity is
known to assert a claim of its own Privilege or Protection.
CONTINUED APPLICABILITY
25. The Parties to this Adversary Proceeding Protective Order (including parties
executing the Agreement To Be Bound By The Protective Order attached hereto) agree that prior
to and after the completion of the Adversary Proceeding, the provisions of this Adversary
Proceeding Protective Order shall continue to be binding and the Court shall retain jurisdiction
over the Parties and any other person who has had access to Confidential Materials or Highly
Confidential Materials pursuant to this Adversary Proceeding Protective Order, in order to enforce
the provisions of this Adversary Proceeding Protective Order.
26. Within sixty (60) days after the entry of a final judgment in this Adversary
Proceeding, as well as any associated appeals, all Confidential Materials and Highly Confidential
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Materials produced to a Receiving Party, including any copies of documents or reproductions of
things, shall, at the option of the Receiving Party, either: (a) be returned to the Producing Party
without keeping a copy thereof, which includes erasing any electronically stored information; or
(b) destroyed by the Receiving Party without keeping a copy thereof, which includes erasing any
electronically stored information. Counsel for any Party or non-Party receiving Confidential
Information or Highly Confidential Information shall provide written certification of compliance
with this provision to counsel for the Producing Party within sixty (60) days of any request by the
Producing Party in accordance with this paragraph. Electronic mail of a Party or non-Party or its
counsel that evidences, refers to or contains Confidential Information or Highly Confidential
Information is not subject to the foregoing destruction or return requirement, but otherwise remains
subject to the provisions of this Adversary Proceeding Protective Order. Notwithstanding anything
to the contrary, counsel for the Parties may retain Confidential Materials and Highly Confidential
Materials constituting, containing, or incorporated in pleadings, motion papers, and exhibits
contained in the official court record, work product, discovery responses, deposition transcripts,
and deposition and trial exhibits, but otherwise subject to the provisions of this Adversary
Proceeding Protective Order. Moreover, counsel for the Parties do not need to return or destroy
Confidential Materials and Highly Confidential Materials that are stored on archival or other
backup systems and are not reasonably accessible to persons other than personnel who maintain
such systems. All such archival copies shall be maintained in accordance with the terms of this
Adversary Proceeding Protective Order.
INTERESTED PARTIES
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27. Any interested party with respect to this Adversary Proceeding, including any
Common Interest Parties and any other person required to produce documents, disclose
information or provide testimony in connection therewith, may become a Party to this Adversary
Proceeding Protective Order by executing, prior to any disclosure, the Agreement To Be Bound
By The Protective Order attached hereto, in which case the provisions of this Adversary
Proceeding Protective Order shall apply fully to any discovery material that he, she or it may
provide or receive.
BREACH
28. Nothing contained in this Adversary Proceeding Protective Order authorizes a
Producing Party to disclose to the Committee, Future Claimants Representative or any other
party or entity, or their respective professionals, another party’s or entity’s privileged
information generated in connection with the defense of talc related and/or asbestos related
claims that is subject to a shared Privilege or Protection as between the Producing Party and such
party or entity. In the event that the Producing Party intends to produce any such information
that is subject to a claim by another party or entity of a shared Privilege or Protection (which
may include information that was prepared by, or delivered by the Producing Party to, counsel
retained to represent the Producing Party in filed or threatened talc-related litigation), the
Producing Party will provide advance notice by email or other writing to the counterparty under
the shared Privilege or Protection prior to production by the Producing Party of such information
under this Protective Order. The notice shall attach the documents or information sought to be
produced. Such counterparty will have three (3) business days after receipt of the Producing
Party’s notice to object by email or other writing to the Producing Party’s proposed production
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and, if such objection is delivered to the Producing Party within the three (3) day period, then the
Producing Party and the counterparty will confer in good faith regarding the objection and
proposed production. In the event that an agreement cannot be reached between the Producing
Party and the objecting counterparty, then the Producing Party will not produce the subject
documents or information and the issue will be determined by the Bankruptcy Court
29. The Parties to this Adversary Proceeding Protective Order acknowledge that
because of the unique nature of the Confidential Information and Highly Confidential Information,
any breach of any of the terms and conditions of this Adversary Proceeding Protective Order would
cause irreparable damage to the Producing Party and that monetary damages and other damages
available at law may be inadequate to compensate for such breach. Accordingly, the Parties agree
that, in addition to any other remedies available to them at law or in equity, the Parties will be
entitled to injunctive relief and specific performance to enforce the provisions of this Adversary
Proceeding Protective Order without proof of actual damages and without any requirement to post
a bond or provide other security.
30. Nothing herein shall be deemed to prevent a Producing Party from objecting to
discovery or asserting that information being sought in discovery is of such a nature that discovery
should not be afforded because of the confidential, personal, or proprietary nature of the
information being sought or to preclude a Party from seeking additional or further limitations on
the use or disclosure of such information being sought in discovery.
31. No waiver of any breach or default shall be deemed or construed to constitute a
contained in this Adversary Proceeding Protective Order, and forbearance to enforce one or more
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of the remedies provided herein in the event of a default will not be deemed or construed to
constitute a waiver of that default or of any other remedy provided for in this Adversary Proceeding
Protective Order. Furthermore, nothing contained herein shall reduce any protections otherwise
provided by other confidentiality agreements to which the Debtors, Cyprus, the Committee, and
any other person or entity who become a Party hereto are a party.
EXECUTION AND AMENDMENT
32. This Adversary Proceeding Protective Order may be executed in several
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one instrument. Upon approval by the Court, this Adversary Proceeding Protective Order is a
binding agreement upon the signatories hereto (and to the Agreement To Be Bound By The
Protective Order attached hereto) and constitutes an order of the Court, the violation of which is
subject to enforcement and imposition of legal sanction in the same manner as any other order of
the Court.
33. This Adversary Proceeding Protective Order may be amended by agreement of the
Parties and further order of the Court. The Parties reserve their rights to seek amendment of this
Adversary Proceeding Protective Order as necessary to allow for the use and continued protection
of Confidential Information, Highly Confidential Information, and information subject to any
applicable common interest or joint defense privilege.
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Dated: August 28, 2019

/s/ Marcos A. Ramos /s/ Mark A. Fink

New York, NY 10019
Kimberly A. Posin (admitted pro hac vice) Facsimile: (212) 728-9544
355 South Grand Avenue, Suite 100 Kami E. Quinn
Los Angeles California 90071-1560 GILBERT LLP
Telephone: (213) 485-1234 1100 New York Ave. NW, Suite 700
Facsimile: (213) 891-8763 Washington, DC 20005
E-mail: jeff.bjork@lw.com Telephone: (202) 772-2200
kimposin@lw.com E-mail: quinnk@gilbertlegal.com
helena.tseregounis@lw.com
Counsel for the Committee
Richard A. Levy (admitted pro hac vice)
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: richard.levy@lw.com
Counsel for the Debtors
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/s/ Robert J. Dehney /s/ Edwin J. Harron

Robert J. Dehney (No. 3578) Robert S. Brady (No. 2847)
Gregory Werkheiser (No. 3553) Edwin J. Harron (No. 3396)
MORRIS, NICHOLS, ARSHT & TUNNELL Sharon M. Zieg (No. 4196)
LLP YOUNG CONAWAY STARGATT &
1201 N. Market Street, 16th Floor TAYLOR, LLP
P.O. Box 1347 1000 North King Street
Wilmington, Delaware 19899-1347 Wilmington, Delaware 19801
Telephone: (302) 658-9200 Telephone: (302) 571-6600
Facsimile: (302) 658-3989 Facsimile: (302) 571-1253
E-mail: rdehney@mnat.com E-mail: rbrady@ycst.com
gwerkheiser@mnat.com eharron@ycst.com
szieg@ycst.com
Matthew W. Moran (SBT # 24002642)
Paul E. Heath (SBT # 09355050) Counsel for Future Claimants’ Representative
Katherine Drell Grissel (SBT #24059865)
VINSON & ELKINS LLP
Dallas, Texas 75201-2975
Telephone: (214) 220-7700
Facsimile: (214) 220-7716
E-mail: mmoran@velaw.com
pheath@velaw.com
kgrissel@velaw.com
Counsel for Cyprus
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------------------------------------------------------------ x
In re: : Chapter 11
:
:
:
:
:
------------------------------------------------------------ x
:
CANADA INC., :
:
:
Plaintiffs, :
v. :
:
:
:
Defendants. :
:
------------------------------------------------------------ x
AGREEMENT TO BE BOUND BY THE ADVERSARY PROCEEDING PROTECTIVE

ORDER
Information or Highly Confidential Information under the Adversary Proceeding Protective Order
entered in the above-captioned proceeding; (b) I have read the Adversary Proceeding Protective
1
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Order; and (c) I agree to be bound by the terms and conditions thereof as a “Receiving Party” and
“Producing Party,” as the case may be, including, without limitation, the obligations regarding the
use, non-disclosure and return of such Confidential Information or Highly Confidential
Information. I further agree that in addition to being contractually bound by the Adversary
Proceeding Protective Order, I am subject to the powers of the Bankruptcy Court for any violation
of the Adversary Proceeding Protective Order.
Date: _______________________________
__________________________________________
Name (Printed)
__________________________________________
Signature
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------------------------------------------------------------ x
In re: : Chapter 11
:
:
:
:
:
------------------------------------------------------------ x
:
CANADA INC., :
:
:
Plaintiffs, :
v. :
:
:
:
Defendants. :
:
------------------------------------------------------------ x
ADVERSARY PROCEEDING PROTECTIVE ORDER
Based upon the agreement of Plaintiffs Imerys Talc America, Inc. (“ITA”), Imerys Talc
“Debtors”), Defendants Cyprus Amax Minerals Company (“CAMC”) and Cyprus Mines
Corporation (“CMC” and together with CAMC, “Cyprus”), and those additional parties and non-
parties identified as signatories to this Adversary Proceeding Protective Order (each, a “Party” and
1
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collectively, the “Parties” to this Adversary Proceeding Protective Order regardless as to whether
they are parties to the Adversary Proceeding), and subject to the approval of the United States
Bankruptcy Court for the District of Delaware (the “Court”), this protective order pursuant to Fed.
R. Bankr. P. 7026 and 9018 and Fed. R. Civ. P. 26(c) shall govern the disclosure of information
and documents, including deposition testimony or transcripts (“Disclosure Materials”), in
connection with the above-captioned adversary proceeding (the “Adversary Proceeding”):
DEFINITIONS
response to formal or informal discovery served in connection with the Adversary Proceeding.
Disclosure Materials in response to formal or informal discovery served in connection with the
Adversary Proceeding.
3. A “Designating Party” is a person or entity that designates Disclosure Materials as
“Confidential” or “Highly Confidential” in connection with the Adversary Proceeding.
4. “Confidential Information” shall mean any nonpublic information, Disclosure
Materials, or things produced or provided (formally or informally) by the Producing Party that
such party has a good faith reasonable belief contains confidential, proprietary, or personally or
financial and business analyses, insurance, and compilations and studies relating to the foregoing,
and other nonpublic documents prepared by or for the Producing Party or any of its affiliates,
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insurers, or their respective employees, agents, attorneys, professionals, consultants or other
agents; (b) information implicating an individual’s legitimate expectation of privacy, including
medical information and social security numbers; (c) materials related to, or, at the time of
production, subject to the protections of, any joint defense, common interest, or similar agreements
as among Cyprus, the Debtors, and/or another Producing Party; and (d) any and all information
required to be maintained confidentially by federal, state or local laws, rules, regulations or
ordinances governing or relating to privacy rights, which are furnished, disclosed or made known
to a Receiving Party, whether intentionally or unintentionally and in any manner, including in
written form, orally or through any electronic, facsimile or computer-related means of
communication. Confidential Information shall also include, without limitation: (i) any notes,
summaries, compilations, presentations, memoranda or similar written materials disclosing,
discussing or that is based on or reflects Confidential Information; (ii) any written Confidential
Information that is discussed or presented orally; and (iii) any other Confidential Information
conveyed to a Receiving Party orally that the Producing Party or their advisors or other agents
advise the Receiving Party should be treated as confidential. Information or material that is
available to the public shall not be designated as Confidential Information.
5. “Highly Confidential Information” shall mean Confidential Information that shall
be disclosed on an “attorneys’ and advisors’ eyes only” basis and shall be limited to nonpublic
information marked or designated as “Highly Confidential,” whether written, oral, photographic,
electronic or otherwise, whether in the form of slides, handouts, letters, memoranda, agreements,
facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, and/or any
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other mode, and that, if disclosed to non-Qualified Persons (as defined herein), could cause
significant competitive, commercial, privacy, personal, or litigation harm to the Designating Party.
DESIGNATION AND TREATMENT OF CONFIDENTIAL INFORMATION
CONFIDENTIAL” on each page so designated (if the information is produced in written form) or
otherwise conspicuously labeling it on a part thereof (if in the form of tape, disc, or other form that
makes it difficult to label each page). For any Disclosure Materials produced in native form such
that they could not be conspicuously labelled with the appropriate confidentiality designation, the
inclusion of the words “Confidential” or “Highly Confidential” in the file names shall be deemed
to comply with this requirement. Any summary, compilation or copy of any document or thing so
designated as “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” shall also be treated as so
designated pursuant to this Adversary Proceeding Protective Order. The “CONFIDENTIAL” or
connection with the Adversary Proceeding, and shall not be used in any other proceeding or for
any other purpose. Neither the Disclosure Materials designated as “CONFIDENTIAL”
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(“Confidential Materials”) nor the contents thereof shall be given, shown, made available,
communicated, used or otherwise disclosed to anyone other than (a) the Court, the court reporter,
and the Court’s personnel, (b) retained counsel and in-house counsel for the parties to the
Adversary Proceeding, and paralegal, stenographic and clerical personnel of such counsel, (c)
experts (including financial advisors, consultants, and other retained professionals) specifically
retained by the parties for purposes relating to the Adversary Proceeding, (d) litigation vendors
and other third-party litigation support personnel engaged for purposes of the Adversary
Proceeding, and (e) the parties to the Adversary Proceeding, provided that in the case of the
Official Committee of Tort Claimants (the “Committee”), the term party shall be limited to the
accepted the terms of this Adversary Proceeding Protective Order. Confidential Materials may also
be provided to such other persons as required by Paragraphs 12, 13, and 17 of this Adversary
Proceeding Protective Order.
8. Neither the Disclosure Materials designated as “HIGHLY CONFIDENTIAL”
(“Highly Confidential Materials”) nor the contents thereof shall be given, shown, made available,
communicated, used or otherwise disclosed to anyone (including without limitation the Parties and
their members, employees, officers, and agents) other than (a) the Court, the court reporter, and
the Court’s personnel, (b) retained counsel and in-house counsel for the parties, and paralegal,
stenographic and clerical personnel of such counsel, provided that in the case of the Committee,
the term retained counsel shall only include outside counsel for the Committee in the Adversary
Proceeding (i.e. Robinson & Cole LLP, Willkie Farr & Gallagher LLP, and Gilbert LLP) and not
include any member or its designee to the Committee, (c) experts (including financial advisors,
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consultants, and other retained professionals) specifically retained by the parties for purposes
relating to the Adversary Proceeding, and (d) litigation vendors and other third-party litigation
support personnel engaged for purposes of the Adversary Proceeding. Highly Confidential
Materials may also be provided to such other persons as required by Paragraphs 12, 13, and 17 of
this Adversary Proceeding Protective Order.
Adversary Proceeding Protective Order (“Qualified Persons”) shall be made only as necessary for
matters in the Adversary Proceeding and only after the person to whom the disclosure is to be
made has been informed of the confidential or highly confidential nature of the Disclosure
Materials and agrees to be bound by the terms of this Adversary Proceeding Protective Order,
including, upon request of the Producing Party, that counsel for the Receiving Party shall confirm
that all Qualified Persons have executed an Agreement To Be Bound By The Protective Order
attached hereto as Exhibit A. No Qualified Person to whom Confidential Materials or Highly
Confidential Materials are disclosed shall disclose such materials or the contents of such materials
to any person to whom disclosure is not authorized by the terms hereof.
10. This Adversary Proceeding Protective Order does not restrict in any manner the use
or disclosure by the Producing Party of any its own Disclosure Materials. If disclosure of a
document labeled Confidential or Highly Confidential is made by the Producing Party in a
document filed with the Court not under seal, in a court hearing, or a deposition and not designated
Confidential or Highly Confidential, such information shall no longer be considered Confidential
Information or Highly Confidential Information.
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11. A Receiving Party shall have no obligation under this Adversary Proceeding
Protective Order as to Confidential Information or Highly Confidential Information which: (a) is
known to the Receiving Party at the time of disclosure, without obligation of confidentiality; (b)
is independently developed by the Receiving Party without reference to or use of Confidential
Information or Highly Confidential Information; (c) becomes known to the Receiving Party from
another source, unless the Receiving Party knows or reasonably believes that such other source
was subject to a confidentiality restriction at the time of disclosure; or (d) becomes part of the
public domain through no wrongful act of the Receiving Party.
COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION
12. Confidential Information and Highly Confidential Information shall not be
disclosed or made available by any Receiving Party to persons other than Qualified Persons, except
as necessary to comply with applicable law that mandates the disclosure of such information or
the valid order of a court of competent jurisdiction that mandates the disclosure of such
information; provided, however, that in the event that a Receiving Party receives a request for
Confidential Information or Highly Confidential Information or for a court order that mandates the
disclosure of such information, the Receiving Party will (a) notify the Producing Party as promptly
as practicable after being notified of a disclosure compelled by law, a request for disclosure of
such information, or valid court order, and in any event, prior to production of the Confidential
Information, or Highly Confidential Information, and the Producing Party shall notify any party
or entity known to the Producing Party to have asserted a claim of its own Privilege or Protection
in such Confidential Information or Highly Confidential Information; (b) notify the court and any
party seeking disclosure of the Confidential Information or Highly Confidential Information as to
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the degree of confidentiality of the information sought; (c) produce only what is necessary to
comply with the valid court order, discovery request, or disclosure compelled by law; and (d) to
the extent a protective order or similar protection is available, produce such information under said
protective order or similar protection.
FILING UNDER SEAL
Procedure of the United States Bankruptcy Court for the District of Delaware and any applicable
Chambers Procedures (the “Local Rules”). The filing party shall file publicly a redacted form of
the document (redacting Confidential Information, Highly Confidential Information, and/or
information subject to any applicable common interest or joint defense privilege) within five (5)
days of the filing of the document under seal as a restricted document unless doing so would
compromise any applicable Privilege or Protection. Should the filing party or any other Party to
this Agreement assert that an applicable Privilege or Protection requires that such document not
be publicly filed even in a redacted format, any other party shall have the right to object to such
assertion of privilege. Should all or a part of the proposed sealed materials contain unredacted
information protected by the attorney-client privilege, joint defense privilege, common interest
privilege, work product doctrine or any other applicable privilege, the moving party shall notify in
writing all parties and non-parties with which it shares the applicable privileges (the “Common
Interest Parties”) prior to filing its motion to seal. The Common Interest Parties shall have the right
to object to and be heard regarding the future filing of such materials under seal. Any party that
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files a motion to file under seal in the Bankruptcy Court for the District of Delaware shall provide
counsel to the U.S. Trustee with a copy of all documents sought to be sealed, pursuant to
Bankruptcy Code § 107(c)(3)(A), provided however, that the filing party may move the
Bankruptcy Court (under the motion to seal or otherwise) to limit access to all or a part of the
proposed sealed materials on grounds of the attorney-client privilege, joint defense privilege,
common interest privilege, work product doctrine or any other applicable privilege, provided
further that the U.S. Trustee’s rights to object to the same are fully preserved. The party seeking
to use Disclosure Materials containing Confidential Information or Highly Confidential
Information must submit an unredacted version of such paper or pleading to the court overseeing
the Adversary Proceeding for in camera review in connection with any objection to the motion to
seal. Pending a ruling on an objection to any motion to seal, any Party (including the U.S. Trustee)
that receives a filing or document subject to a motion to seal shall treat such material as non-public
information subject to the continuing protections accorded such material under this Adversary
Proceeding Protective Order and as subject to the limitation on use and disclosure as set forth in
Local Rule 9018-1(f). Moreover, if the motion to seal is denied, the material subject to the motion
to seal shall be returned to the filer, unless otherwise expressly agreed by the filer in writing,
provided further that such material need not be returned to the filer if the subject material later is
filed as a public document. The mere inclusion in a paper or pleading of factual information
derived from documents or things designated “CONFIDENTIAL” or “HIGHLY
CONFIDENTIAL” will not require that paper or pleading to be filed under seal if the Parties agree
in writing prior to filing the paper or pleading that the factual information actually contained in
that paper or pleading would not itself be properly subject to such designation. If the Parties cannot
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resolve a dispute regarding the inclusion in a paper or pleading of facts from documents or things
marked “CONFIDENTIAL” or “HIGHLY CONFIDENTIAL,” the procedures of this paragraph
shall be followed prior to the filing of any such paper or pleading.
USE OF CONFIDENTIAL INFORMATION AT TRIAL OR DEPOSITION
14. Except as otherwise approved by the Designating Party or by an order of the Court,
including any information contained in documents so designated, in preparing and deposing only:
(a) an individual who has had or who is eligible to have access to the Confidential Information or
Highly Confidential Information by virtue of his or her past or present employment or role with
the Producing Party, the Debtors, Cyprus, and any other Party, or any of their affiliates; (b) an
individual identified in the Confidential Information or Highly Confidential Information as an
author, addressee, or copy recipient of such information; (c) an individual who, although not
identified as an author, addressee, or copy recipient of such Confidential Information or Highly
Producing Party or any other Party to this Adversary Proceeding Protective Order; or (e) any
Qualified Person who has executed the Agreement To Be Bound By The Protective Order attached
hereto.
15. Information disclosed at depositions in this Adversary Proceeding may be
designated as Confidential Information or Highly Confidential Information by indicating on the
record at the deposition that the testimony contains Confidential Information or Highly
Confidential Information and is subject to the provisions of this Protective Order. The portions of
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any deposition transcript that the Designating Party has designated on the record as
“CONFIDENTIAL” or “HIGHLY CONFIDENTIAL” and any Confidential Information or
Highly Confidential Information that is marked as a deposition exhibit shall be treated as
Confidential Information or Highly Confidential Information. Notwithstanding the foregoing, the
entirety of all deposition transcripts shall be deemed Confidential Information for seven (7) days
after the transcript is delivered to counsel for the Producing Party. During the seven (7) day period,
the Producing Party may designate by page and line number any portion of a deposition transcript,
to the extent not previously designated, as Confidential Information or Highly Confidential
Information. Transcript pages and exhibits containing Confidential Information or Highly
Confidential Information shall be distributed only in accordance with this Adversary Proceeding
Protective Order and to the deponent, and the deponent’s counsel (who shall first have executed
the Agreement To Be Bound By The Protective Order attached hereto if such counsel is not also
counsel for one of the Parties to this Adversary Proceeding Protective Order).
16. Except as set forth in paragraph 17 below as to the U.S. Trustee, no one may attend
or review the portion(s) of transcripts of any depositions designated as containing Confidential
Information or Highly Confidential Information, other than those Qualified Persons otherwise
permitted to view Confidential Information or Highly Confidential Information pursuant to the
terms of this Adversary Proceeding Protective Order.
Confidential Information at any hearing or trial in the Adversary Proceeding, including any
procedures related to the non-public disclosure of Confidential Information or Highly Confidential
Information, and shall consult with the U.S. Trustee with regards to any planned use of
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Confidential Information or Highly Confidential Information at any hearing or trial in the Chapter
11 Cases that involves the non-public disclosure thereof. In the event that an agreement cannot be
reached on such procedures, the issue shall be determined by the Bankruptcy Court. All trial
exhibits or other materials to be offered into evidence at a hearing or proceeding in the Bankruptcy
Court as to which a party seeks to prevent or limit public disclosure shall be provided to counsel
to the U.S. Trustee before the hearing in the form such materials will be offered into evidence,
subject to the continuing restrictions on use and disclosure provided hereunder, to the extent not
already provided.
DESIGNATION DISPUTES AND INADVERTENT PRODUCTIONS
should be treated as Confidential Information or Highly Confidential Information, the party
challenging the need for such treatment shall advise the Designating Party by written notification,
specifying why such treatment is improper. The parties shall attempt to resolve in good faith within
three business day any such disputes as to the need to treat the information as Confidential
Information or Highly Confidential Information; provided, however, if any such dispute cannot be
resolved in three business days, the party objecting to the confidential nature of the information
may, on an expedited basis, move for an Order relieving it from the obligations of this Adversary
Proceeding Protective Order, with respect to such Confidential Information or Highly Confidential
Information. The Designating Party shall fully cooperate with efforts to bring the dispute to the
Court on an expedited basis. The party challenging the designation shall demonstrate to the Court
that good faith attempts to resolve the dispute without the need for the Court’s intervention have
been exhausted. The Disclosure Materials at issue shall be treated as Confidential Materials or
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Highly Confidential Materials, as designated by the Producing Party, until the issue is determined
by the Court; provided, however, that the burden shall remain with the Designating Party to
demonstrate that Disclosure Materials in dispute are properly designated as Confidential Materials
or Highly Confidential Materials.
should be entitled to another designation pursuant to this Adversary Proceeding Protective Order
(“Misdesignated Material”) at any time thereafter. Any Misdesignated Material inadvertently
Confidential” may thereafter be so designated by promptly notifying the Receiving Party in writing
that such materials are Confidential or Highly Confidential, as the case may be. The Receiving
Party shall thereafter treat such materials as so designated. To the extent the Misdesignated
Material was provided to parties to which disclosure would be barred under the proper
confidentiality designation, the Producing Party shall make all reasonable efforts to ensure such
Misdesignated Materials either (a) be returned by the Receiving Party to the Producing Party
without the keeping a copy thereof, which includes best efforts to erase any electronically stored
includes best efforts to erase any electronically stored information.
privilege, work product doctrine, or any other applicable privilege or protection from disclosure (a
“Privilege or Protection”), is nevertheless inadvertently produced (“Inadvertently Produced
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Material”), such production shall in no way prejudice or otherwise constitute a waiver of, or
estoppel as to, any claim of Privilege or Protection to which such inadvertently Producing Party
or any person or entity claiming a shared Privilege or Protection would otherwise be entitled, in
the Adversary Proceeding, the Debtors’ bankruptcy cases, proceedings or contested matters
therein, or any other federal or state proceeding. This Adversary Proceeding Protective Order shall
be interpreted to provide the maximum protection allowed by rule 502(d) of the Federal Rules of
Evidence, and the Parties agree that their productions satisfy the provisions of rule 502(b). If a
claim of inadvertent production is made pursuant to this paragraph, the Receiving Party shall, upon
notification and request, return or destroy the Inadvertently Produced Material (including all copies
thereof) as to which the claim of inadvertent production has been made, within three business days,
and the information shall not be used for any purpose. Such request shall describe the
Inadvertently Produced Material with a reasonable degree of specificity (such as a Bates number
or range, or other manner by which the Receiving Party can identify the material) and state the
applicable privilege or protection upon which a claim of inadvertent disclosure is predicated. If a
Producing Party discovers that it has produced Disclosure Materials that appear to be subject to a
Privilege or Protection, the Producing Party who provided the Disclosure Materials shall
immediately notify the Receiving Party in writing or electronic mail regarding the production and
shall provide the Receiving Party with the first bates number or bates range of the Inadvertently
Produced Materials. If a Receiving Party discovers that it has received Disclosure Materials that
it knows or is reasonably certain are Inadvertently Produced Materials, the Receiving Party shall
immediately notify the Producing Party regarding the production and provide the Producing Party
with the first bates number or bates range of the potentially Inadvertently Produced Materials.
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Nothing in this Paragraph is intended to limit any obligations or rights a Party, or other parties or
entities, may otherwise have under this Adversary Proceeding Protective Order or any other
applicable law or regulation with regards to the treatment of inadvertently produced documents
subject to any Privilege or Protection. The Producing Party shall immediately provide notice of a
request for the return of Inadvertently Produced Materials to any party or entity known, or
reasonably certain, to such Producing Party to assert a claim of its own Privilege or Protection in
such Inadvertently Produced Materials, and the Producing Party shall provide such party or entity
a copy of the documents or information identified as Inadvertently Produced Material and as to
which such person or entity is known, or reasonably certain, to assert a claim of its own Privilege
or Protection. For the avoidance of doubt, the procedures set forth in this paragraph shall apply to
any formal or informal production made by a Producing Party during the pendency of the Chapter
11 Cases prior to or pending approval of this Adversary Proceeding Protective Order by the Court.
If the Debtors become aware that they provided material subject to a shared Privilege or Protection
to James L. Patton , Jr. or to Young Conaway Stargatt & Taylor, LLP or Ankura Consulting Group,
LLC before the Chapter 11 Cases, then the procedures set forth in this paragraph shall apply to
any such material. 2 The above protections and obligations apply to privileged or protected
Disclosure Material whether disclosed inadvertently, voluntarily, or intentionally.
Materials are subject to a claim of any Privilege or Protection (the “Disputed Protected Materials”),
2
For the avoidance of doubt, the provisions of this Adversary Proceeding Protective Order requiring the disclosure of
any documents produced in the Adversary Proceeding that are subject to a shared Privilege or Protection to the parties
that share in the Privilege or Protection shall not apply to the informal exchange process between the Debtors and
Cyprus as described in the Amended Scheduling Order governing this Adversary Proceeding [Adv. D.I. 55]. See Am.
Sched. Order at ¶ 6, n. 3.
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the party challenging the need for such treatment shall advise the party claiming the relevant
privilege or protection by written notification, specifying why such treatment is improper. The
parties shall attempt to resolve in good faith within three (3) business days any such disputes as to
the need to treat the Disputed Protected Materials as subject to a claim of Privilege or Protection;
provided, however, if any such dispute cannot be resolved in three (3) business days, the party
objecting to the treatment of such information as privileged or protected may, on an expedited
basis, move for an Order compelling production of the Disputed Protected Materials. The
Producing Party shall fully cooperate with efforts to bring the dispute to the Court on an expedited
basis. The party challenging a claim of Privilege or Protection shall demonstrate to the Court that
good faith attempts to resolve the dispute without the need for the Court’s intervention have been
exhausted. The Disputed Protected Materials will be treated as privileged or protected as claimed
by the Producing Party until the issue is determined by the Court. A party or entity may utilize the
protections and procedures set out in paragraphs 20 and 21 with regard to that party’s or entity’s
claim of its own Privilege or Protection in Disclosure Materials even though it was not the
Producing Party.
21.22. The protections and procedures set forth in paragraphs 20 and 21 above shall also
provide in the future notwithstanding the procedures set forth in paragraph 28 below, documents
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22.23. In the event of a disclosure by a Receiving Party of Confidential Information or
Highly Confidential Information to persons or entities not authorized by this Adversary Proceeding
Protective Order to receive such Confidential Information or Highly Confidential Information, the
Receiving Party making the unauthorized disclosure shall, upon learning of the disclosure: (i)
contains Confidential Information or Highly Confidential Information subject to this Adversary
Proceeding Protective Order; (ii) immediately make reasonable efforts to recover the disclosed
Confidential Information or Highly Confidential Information as well as preclude further
dissemination or use by the person or entity to whom the disclosure was made; and (iii)
immediately notify the Producing Party of the identity of the person or entity to whom the
disclosure was made, the circumstances surrounding the disclosure, and the steps taken to recover
the disclosed Confidential Information or Highly Confidential Information and ensure against
further dissemination or use thereof. Counsel for the Producing Party thereafter shall notify any
party that such counsel knows to have asserted a claim of its own Privilege or Protection in such
Confidential Information or Highly Confidential Information and provide a copy to that party of
that portion of the Confidential Information or Highly Confidential Information as to which such
person or entity is known to assert a claim of its own Privilege or Protection. Disclosure of
Confidential Information or Highly Confidential Information other than in accordance with the
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terms of this Adversary Proceeding Protective Order may subject the disclosing person to such
sanctions and remedies as the Court may deem appropriate.
23.24. When counsel for any Party or an attorney who has executed this Adversary
Proceeding Protective Order or the Agreement To Be Bound By The Protective Order attached
hereto becomes aware of any violation of this Adversary Proceeding Protective Order, or of facts
constituting good cause to believe that a violation of this Adversary Proceeding Protective Order
may have occurred, such attorney shall promptly report, with appropriate particulars to assist in
aiding any investigation, to counsel for the Producing Party that there may have been a violation
of this Adversary Proceeding Protective Order, and the Producing Party shall notify any party
that such attorney knows to have asserted a claim of its own Privilege or Protection in Disclosure
Materials if such Disclosure Materials are the subject of the violation or alleged violation of this
Adversary Proceeding Protective Order and provide a copy to that party of that portion of the
Confidential Information or Highly Confidential Information as to which such person or entity is
known to assert a claim of its own Privilege or Protection.
CONTINUED APPLICABILITY
24.25. The Parties to this Adversary Proceeding Protective Order (including parties
executing the Agreement To Be Bound By The Protective Order attached hereto) agree that prior
to and after the completion of the Adversary Proceeding, the provisions of this Adversary
Proceeding Protective Order shall continue to be binding and the Court shall retain jurisdiction
over the Parties and any other person who has had access to Confidential Materials or Highly
Confidential Materials pursuant to this Adversary Proceeding Protective Order, in order to enforce
the provisions of this Adversary Proceeding Protective Order.
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25.26. Within sixty (60) days after the entry of a final judgment in this Adversary
Proceeding, as well as any associated appeals, all Confidential Materials and Highly Confidential
Materials produced to a Receiving Party, including any copies of documents or reproductions of
things, shall, at the option of the Receiving Party, either: (a) be returned to the Producing Party
without keeping a copy thereof, which includes erasing any electronically stored information; or
(b) destroyed by the Receiving Party without keeping a copy thereof, which includes erasing any
electronically stored information. Counsel for any Party or non-Party receiving Confidential
Information or Highly Confidential Information shall provide written certification of compliance
with this provision to counsel for the Producing Party within sixty (60) days of any request by the
Producing Party in accordance with this paragraph. Electronic mail of a Party or non-Party or its
counsel that evidences, refers to or contains Confidential Information or Highly Confidential
Information is not subject to the foregoing destruction or return requirement, but otherwise remains
subject to the provisions of this Adversary Proceeding Protective Order. Notwithstanding anything
to the contrary, counsel for the Parties may retain Confidential Materials and Highly Confidential
Materials constituting, containing, or incorporated in pleadings, motion papers, and exhibits
contained in the official court record, work product, discovery responses, deposition transcripts,
and deposition and trial exhibits, but otherwise subject to the provisions of this Adversary
Proceeding Protective Order. Moreover, counsel for the Parties do not need to return or destroy
Confidential Materials and Highly Confidential Materials that are stored on archival or other
backup systems and are not reasonably accessible to persons other than personnel who maintain
such systems. All such archival copies shall be maintained in accordance with the terms of this
Adversary Proceeding Protective Order.
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INTERESTED PARTIES
26.27. Any interested party with respect to this Adversary Proceeding, including any
Common Interest Parties and any other person required to produce documents, disclose
information or provide testimony in connection therewith, may become a Party to this Adversary
Proceeding Protective Order by executing, prior to any disclosure, the Agreement To Be Bound
By The Protective Order attached hereto, in which case the provisions of this Adversary
Proceeding Protective Order shall apply fully to any discovery material that he, she or it may
provide or receive.
BREACH
27.28. Nothing contained in this Adversary Proceeding Protective Order authorizes a
Producing Party to disclose to the Committee, Future Claimants Representative or any other
party or entity, or their respective professionals, another party’s or entity’s privileged
information generated in connection with the defense of talc related and/or asbestos related
claims that is subject to a shared Privilege or Protection as between the Producing Party and such
party or entity. In the event that the Producing Party intends to produce any such information
that is subject to a claim by another party or entity of a shared Privilege or Protection (which
may include information that was prepared by, or delivered by the Producing Party to, counsel
retained to represent the Producing Party in filed or threatened talc-related litigation), the
Producing Party will provide advance notice by email or other writing to the counterparty under
the shared Privilege or Protection prior to production by the Producing Party of such information
under this Protective Order. The notice shall attach the documents or information sought to be
produced. Such counterparty will have three (3) business days after receipt of the Producing
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Party’s notice to object by email or other writing to the Producing Party’s proposed production
and, if such objection is delivered to the Producing Party within the three (3) day period, then the
Producing Party and the counterparty will confer in good faith regarding the objection and
proposed production. In the event that an agreement cannot be reached between the Producing
Party and the objecting counterparty, then the Producing Party will not produce the subject
documents or information and the issue will be determined by the Bankruptcy Court
28.29. The Parties to this Adversary Proceeding Protective Order acknowledge that
because of the unique nature of the Confidential Information and Highly Confidential Information,
any breach of any of the terms and conditions of this Adversary Proceeding Protective Order would
cause irreparable damage to the Producing Party and that monetary damages and other damages
available at law may be inadequate to compensate for such breach. Accordingly, the Parties agree
that, in addition to any other remedies available to them at law or in equity, the Parties will be
entitled to injunctive relief and specific performance to enforce the provisions of this Adversary
Proceeding Protective Order without proof of actual damages and without any requirement to post
a bond or provide other security.
29.30. Nothing herein shall be deemed to prevent a Producing Party from objecting to
discovery or asserting that information being sought in discovery is of such a nature that discovery
should not be afforded because of the confidential, personal, or proprietary nature of the
information being sought or to preclude a Party from seeking additional or further limitations on
the use or disclosure of such information being sought in discovery.
30.31. No waiver of any breach or default shall be deemed or construed to constitute a
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contained in this Adversary Proceeding Protective Order, and forbearance to enforce one or more
of the remedies provided herein in the event of a default will not be deemed or construed to
constitute a waiver of that default or of any other remedy provided for in this Adversary Proceeding
Protective Order. Furthermore, nothing contained herein shall reduce any protections otherwise
provided by other confidentiality agreements to which the Debtors, Cyprus, the Committee, and
any other person or entity who become a Party hereto are a party.
EXECUTION AND AMENDMENT
31.32. This Adversary Proceeding Protective Order may be executed in several
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one instrument. Upon approval by the Court, this Adversary Proceeding Protective Order is a
binding agreement upon the signatories hereto (and to the Agreement To Be Bound By The
Protective Order attached hereto) and constitutes an order of the Court, the violation of which is
subject to enforcement and imposition of legal sanction in the same manner as any other order of
the Court.
32.33. This Adversary Proceeding Protective Order may be amended by agreement of the
Parties and further order of the Court. The Parties reserve their rights to seek amendment of this
Adversary Proceeding Protective Order as necessary to allow for the use and continued protection
of Confidential Information, Highly Confidential Information, and information subject to any
applicable common interest or joint defense privilege.
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Dated: August 28, 2019

/s/ Marcos A. Ramos /s/ Mark A. Fink

New York, NY 10019
Kimberly A. Posin (admitted pro hac vice) Facsimile: (212) 728-9544
355 South Grand Avenue, Suite 100 Kami E. Quinn
Los Angeles California 90071-1560 GILBERT LLP
Telephone: (213) 485-1234 1100 New York Ave. NW, Suite 700
Facsimile: (213) 891-8763 Washington, DC 20005
E-mail: jeff.bjork@lw.com Telephone: (202) 772-2200
kimposin@lw.com E-mail: quinnk@gilbertlegal.com
helena.tseregounis@lw.com
Counsel for the Committee
Richard A. Levy (admitted pro hac vice)
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: richard.levy@lw.com
Counsel for the Debtors
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/s/ Robert J. Dehney /s/ Edwin J. Harron

Robert J. Dehney (No. 3578) Robert S. Brady (No. 2847)
Gregory Werkheiser (No. 3553) Edwin J. Harron (No. 3396)
MORRIS, NICHOLS, ARSHT & TUNNELL Sharon M. Zieg (No. 4196)
LLP YOUNG CONAWAY STARGATT &
1201 N. Market Street, 16th Floor TAYLOR, LLP
P.O. Box 1347 1000 North King Street
Wilmington, Delaware 19899-1347 Wilmington, Delaware 19801
Telephone: (302) 658-9200 Telephone: (302) 571-6600
Facsimile: (302) 658-3989 Facsimile: (302) 571-1253
E-mail: rdehney@mnat.com E-mail: rbrady@ycst.com
gwerkheiser@mnat.com eharron@ycst.com
szieg@ycst.com
Matthew W. Moran (SBT # 24002642)
Paul E. Heath (SBT # 09355050) Counsel for Future Claimants’ Representative
Katherine Drell Grissel (SBT #24059865)
VINSON & ELKINS LLP
Dallas, Texas 75201-2975
Telephone: (214) 220-7700
Facsimile: (214) 220-7716
E-mail: mmoran@velaw.com
pheath@velaw.com
kgrissel@velaw.com
Counsel for Cyprus
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------------------------------------------------------------ x
In re: : Chapter 11
:
:
:
:
:
------------------------------------------------------------ x
:
CANADA INC., :
:
:
Plaintiffs, :
v. :
:
:
:
Defendants. :
:
------------------------------------------------------------ x
AGREEMENT TO BE BOUND BY THE ADVERSARY PROCEEDING PROTECTIVE

ORDER
Information or Highly Confidential Information under the Adversary Proceeding Protective Order
entered in the above-captioned proceeding; (b) I have read the Adversary Proceeding Protective
1
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Order; and (c) I agree to be bound by the terms and conditions thereof as a “Receiving Party” and
“Producing Party,” as the case may be, including, without limitation, the obligations regarding the
use, non-disclosure and return of such Confidential Information or Highly Confidential
Information. I further agree that in addition to being contractually bound by the Adversary
Proceeding Protective Order, I am subject to the powers of the Bankruptcy Court for any violation
of the Adversary Proceeding Protective Order.
Date: _______________________________
__________________________________________
Name (Printed)
__________________________________________
Signature
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Imerys chapter 11 979 Objection Pursuant to Local Rule 9013-1 to the Proposed Form of Protective Orders in the Main Bankruptcy and Adversary Proceeding (related document(s)976) Filed by Certain Excess Insurers (Attachments: # 1 Appendix A # 2 Appendix B # 3 Appendix C # 4 Appendix D)

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Imerys chapter 11 979 Objection Pursuant to Local Rule 9013-1 to the Proposed Form of Protective Orders in the Main Bankruptcy and Adversary Proceeding (related document(s)976) Filed by Certain Excess Insurers (Attachments: # 1 Appendix A # 2 Appendix B # 3 Appendix C # 4 Appendix D)

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Case 19-10289-LSS Doc 979 Filed 08/28/19 Page 1 of 14

IN THE UNITED STATES BANKRUPTCY COURT

IMERYS TALC AMERICA, INC., et al., Case No. 19-10289 (LSS)

Debtors. Case No. 19-50115 (LSS)

CYPRUS HISTORICAL EXCESS INSURERS OBJECTION PURSUANT TO

order at Appendix C and in a redlined version at Appendix D. These Orders incorporate

August 5, 2019 rulings.

I. Paragraph 21’s Retroactive Protections Should Be

change, articulated in Paragraph 21 of Cyprus Historical Excess Insurers’ Objection to

these protections applied retroactively to all disclosed privileged documents. At the

hearing, the discussion of Paragraph 21 went as follows:

THE COURT: And in connection with that notification of inadvertently

MR. SCHIAVONI: Your Honor, with respect to paragraph -- we had

apply to everything that’s been produced on that “understanding.” So, our

Paragraph 21 applied retroactively to all documents produced informally or formally.

21. The protections and procedures set forth in paragraphs 19 and 20

not incorporate this language. In particular, Movants do not incorporate Paragraph 21

Historical Excess Insurers their privileged Common-Interest documents that Debtors

2015, is between Debtors and Cyprus Historical Excess Insurers. 4 Instead of

privileged common-interest documents that Debtors disclosed to Cyprus Mines. We ask

II. The Court Ordered All Protections to Be Incorporated in Both

Thus Footnote 2—which provides an inexplicable carve-out to Debtors and Cyprus

Mines for documents exchanged in the Adversary Proceeding—should be deleted.

disclosure was “inadvertent” or “intentional/voluntary.” Minor changes should be made

to close a loophole where a producing party intentionally or voluntarily discloses

A. Footnote 2 Creates an Unauthorized Carve-out

For the avoidance of doubt, the provisions of this Adversary Proceeding

voluntarily exchanging documents in the main case from producing or disclosing or

exchanging documents which they are obligated not to do by an agreement, by a common

law privilege, by anything.” 7

Insurers to a challenge based on waiver regarding common-interest documents. For this

which Common-Interest documents Debtors disclosed to Cyprus Mines, and thus

Footnote 2 should be deleted.

Historical Excess Insurers were granted at the August 5, 2019 hearing:

[T]his initial informal exchange of documents between the Debtors and

Amended Scheduling Order. A Common Interest Agreement was entered between

Debtors and Cyprus Historical Excess Insurers to protect privileged communications

this, Debtors disclosed to Cyprus Mines certain Common Interest communications

of the disclosed privileged documents, Debtors refuse to provide the privileged

B. The Protective Orders Should Clarify that the Protections Apply

Producing Party to produce privileged documents intentionally as opposed to

right to intentionally or voluntarily produce privileged documents to third parties.

circumvent the obligations in the Protective Orders by producing privileged documents

intentionally as opposed to inadvertently. These changes are incorporated in the Main

Bankruptcy Protective Order as Appendix A with a redlined version at Appendix B.

in a redlined version at Appendix D.

Dated: August 28, 2019 Respectfully Submitted,

By: /s/ Stamatios Stamoulis

STAMOULIS & WEINBLATT LLC

O’MELVENY & MYERS LLP

Tancred Schiavoni (pro hac vice)

Counsel for Columbia Casualty Company,

policies to Cyprus Mines Corporation prior

service of the foregoing Cyprus Historical Excess Insurers’ Objection Pursuant To

the parties identified below.

Dated: August 28, 2019 Respectfully Submitted,

Sullivan Hazeltine Allinson LLC

Via First Class Mail

AIU Insurance Co.

Central National Insurance Company of

Kazan, McClain, Satterley & Greenwood

Levy Konigsberg LLP

Via First Class Mail and Email

Squire Patton Boggs