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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
BOY SCOUTS OF AMERICA AND Case No. 20-10343 (LSS)
DELAWARE BSA, LLC, 1
(Jointly Administered)
Debtors.
BOY SCOUTS OF AMERICA,
Plaintiff, Adv. Pro. No. 20-50527 (LSS)
V.
Re: Adv. Docket Nos. 54, 72, 77, 107, 116,151,162
A.A., et al.,
Defendants.
ORDER APPROVING FIFTH STIPULATION BY AND AMONG THE BOY SCOUTS
OF AMERICA, THE OFFICIAL COMMITTEE OF SURVIVORS OF ABUSE, AND
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS MODIFYING THE
CONSENT ORDER GRANTING THE BSA'S MOTION FOR A PRELIMINARY
INJUNCTION PURSUANT TO 11 U.S.C. §§ lOS(a) AND 362 AND FURTHER
EXTENDING THE TERMINATION DATE OF THE STANDSTILL PERIOD
This Court having considered the Fifth Stipulation By and Among the Boy Scouts of
America, the Official Committee ofSurvivors ofAbuse, and the Official Committee of Unsecured
Creditors Modifying the Consent Order Granting the BSA 's Motion for a Preliminary Injunction
Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the
Standstill Period (the "Fifth Stipulation"), 2 a copy of which is attached hereto as Exhibit 1, and
1
The Debtors in the chapter 11 cases, together with the last four digits of each Debtor's federal tax identification
number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors' mailing
address is 1325 West Walnut Hill Lane, Irving, Texas 75038.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth
Stipulation.
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upon the record of this case and due deliberation thereon, and good and sufficient cause
appearing therefor,
IT IS HEREBY ORDERED that:
1. The Fifth Stipulation is approved, and the Te1mination Date of the Standstill
Period is hereby extended, in accordance with the terms of the Fifth Stipulation, up to and
including the earlier of: (a) October 28, 2021; and (b) the date of the first omnibus hearing after
the Bankruptcy Court issues its decision confirming or denying confirmation of the Plan (as
applicable, the "Extended Termination Date"). Notwithstanding the foregoing, if on or before
the Extended Termination Date (within the meaning of the previous sentence) the TCC is party
to a filing with the Bankruptcy Court that evidences its suppo1t for the Plan, the Extended
Termination Date shall be the date of the first omnibus hearing after the Bankruptcy Court issues
its decision confirming or denying confirmation of the Plan.
2. For the avoidance of doubt, no Local Council is being ordered to comply with the
terms of the Fifth Stipulation or is being ordered to take any of the actions described in
Paragraphs 4 through 7 thereof. Rather, the terms in Paragraphs 4 through 7 of the Fifth
Stipulation simply set out the terms under which the TCC and the UCC can seek to terminate the
Preliminary Injunction (as set forth in Paragraph 8 thereof) with respect to a particular Local
Council that has not complied with the terms set out in Paragraphs 4 through 7 thereof.
3. The Debtors, the TCC and the UCC are authorized to take all actions necessary or
desirable to effectuate the relief granted pursuant to, and in accordance with, this Order and the
Fifth Stipulation; provided, however, that in approving the Fifth Stipulation and authorizing the
patties to effectuate it the Court is not making any ruling or finding that any insurer has
consented to the obligations taken under Paragraph 5 of the Fifth Stipulation. Nothing in this
2
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Order shall impair the rights of insurers under their insurance policies with regard to the subject
matter of the Fifth Stipulation.
4. The terms and conditions of this Order and the Fifth Stipulation shall be
immediately effective and enforceable upon entry of this Order.
5. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation and enforcement of this Order and/or the Fifth
Stipulation.
~~~
UAURIE SELBER SILVERSTU1'-
UNITED STATES BANKRUPTCY JL' I J\ ,
Dated; J lil1/ JI 610d /
Wilminaton, De~ware
3
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Exhibit 1
Fifth Stipulation
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
BOY SCOUTS OF AMERICA AND Case No. 20-10343 (LSS)
DELAWARE BSA, LLC,1
(Jointly Administered)
Debtors.
BOY SCOUTS OF AMERICA,
Plaintiff, Adv. Pro. No. 20-50527 (LSS)
v.
Re: Adv. Docket Nos. 54, 72, 77, 107, 116, 151, 162
A.A., et al.,
Defendants.
FIFTH STIPULATION BY AND AMONG THE BOY SCOUTS OF AMERICA,
THE OFFICIAL COMMITTEE OF SURVIVORS OF ABUSE, AND THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS MODIFYING THE CONSENT ORDER
GRANTING THE BSA’S MOTION FOR A PRELIMINARY INJUNCTION PURSUANT
TO 11 U.S.C. §§ 105(a) AND 362 AND FURTHER EXTENDING THE
TERMINATION DATE OF THE STANDSTILL PERIOD
This fifth stipulation (this “Fifth Stipulation”) modifying certain terms of the Consent
Order Pursuant to 11 U.S.C. §§ 105(a) and 362 Granting the BSA’s Motion for a Preliminary
Injunction [Adv. Docket No. 54] (the “Consent Order”)2 and further extending the Termination
Date of the Standstill Period thereunder is made and entered into by and among the Boy Scouts
of America (the “BSA”), the non-profit corporation that is, along with its affiliate, Delaware
1
The Debtors in the chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification
number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing
address is 1325 West Walnut Hill Lane, Irving, Texas 75038.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Consent Order or The BSA’s Opening Brief in Support of Motion for a Preliminary Injunction Pursuant to Sections
105(a) and 362 of the Bankruptcy Code [Adv. Docket No. 7], as applicable, unless otherwise indicated.
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BSA, LLC, a debtor and debtor in possession in the above-captioned chapter 11 cases, the
official committee of survivors of abuse (the “TCC”), and the official committee of unsecured
creditors (the “UCC” and, together with the TCC, the “Committees”), by and through their
respective undersigned counsel.
RECITALS
WHEREAS, on March 30, 2020, after notice and a hearing, the Bankruptcy Court entered
the Consent Order.
WHEREAS, the Consent Order stayed, up to and including May 18, 2020 (the
“Termination Date”), each of the Pending Abuse Actions and Further Abuse Actions identified
on Schedule 1 to the Consent Order with respect to the BSA Related Parties identified on
Schedule 2 to the Consent Order. The time period from the Petition Date to and including the
Termination Date, as extended from time to time, is referred to as the “Standstill Period.”
WHEREAS, on May 18, 2020, the Bankruptcy Court entered the Stipulation and Agreed
Order By and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse,
and the Official Committee of Unsecured Creditors Extending the Termination Date of the
Standstill Period Under the Consent Order Granting the BSA’s Motion for a Preliminary
Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 [Adv. Docket No. 72] (the “First Stipulation
and Agreed Order”), which extended the Termination Date of the Standstill Period up to and
including June 8, 2020.
WHEREAS, on June 9, 2020, the Bankruptcy Court entered the Second Stipulation and
Agreed Order By and Among the Boy Scouts of America, the Official Committee of Survivors of
Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order
Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and
2
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362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 77]
(the “Second Stipulation and Agreed Order”), which extended the Termination Date of the
Standstill Period up to and including November 16, 2020.
WHEREAS, the Second Stipulation and Agreed Order deleted Paragraph 12 of the
Consent Order and replaced it with the following provision pertaining to the procedures for
obtaining further extensions of the Termination Date of the Standstill Period:
The Termination Date may be extended by either (1) mutual agreement among the
BSA, the UCC and the TCC, which shall be memorialized in a stipulation filed
with the Court (an “Extension Notice”); or (2) motion filed by the BSA (an
“Extension Motion”), which, in either case, shall be filed no later than twenty-five
(25) days prior to the Termination Date and served on plaintiffs to Pending Abuse
Actions or, as the case may be, Further Abuse Actions (through their counsel of
record in any such Pending Abuse Action or Further Abuse Action) and any other
party served with notice thereof. Any plaintiff in a Pending Abuse Action or
Further Abuse Action may object to such extension of the Termination Date as to
such plaintiff’s Pending Abuse Action or Further Abuse Action by filing with the
Bankruptcy Court, within fourteen (14) days of the date of an Extension Notice or
Extension Motion, an objection setting forth the basis for its objection (an
“Extension Objection”). An Objecting Party shall serve any Extension Objection
on the undersigned counsel to the TCC, the UCC and the BSA, and counsel to any
affected BSA Related Party or Additional BSA Related Party or their counsel of
record. No more than seven (7) days following the deadline by which Extension
Objections must be filed, the BSA, the UCC, the TCC, and Local Council
Committee shall be authorized to file a single omnibus reply to any Extension
Objections filed with the Bankruptcy Court. Notwithstanding the filing of an
Extension Objection by any plaintiff, the Termination Date shall be extended as to
any plaintiff who does not object to the Extension Notice.
WHEREAS, on October 22, 2020, the BSA and the Committees filed with the
Bankruptcy Court the Third Stipulation By and Among the Boy Scouts of America, the Official
Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying
the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11
U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period
[Adv. Docket No. 107-1] (the “Third Stipulation”).
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WHEREAS, on November 18, 2020, the Bankruptcy Court approved the Third
Stipulation, entering the Order Approving Third Stipulation by and Among the Boy Scouts of
America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured
Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction
Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the
Standstill Period [Adv. Docket No. 116] (the “Order Approving Third Stipulation”), which
extended the Termination Date of the Standstill Period up to and including March 19, 2021.
WHEREAS, on March 8, 2021, the BSA and the Committees filed with the Bankruptcy
Court the Fourth Stipulation By and Among the Boy Scouts of America, the Official Committee of
Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent
Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a)
and 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No.
151] (the “Fourth Stipulation”).
WHEREAS, on March 21, 2021, the Bankruptcy Court approved the Fourth Stipulation,
entering the Order Approving Fourth Stipulation by and Among the Boy Scouts of America, the
Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors
Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant
to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill
Period [Adv. Docket No. 162] (the “Order Approving Fourth Stipulation”), which extended the
Termination Date of the Standstill Period up to and including July 19, 2021.
WHEREAS, on June 17, 2021, the Debtors filed the Third Amended Chapter 11 Plan of
Reorganization for Boy Scouts of America and Delaware BSA, LLC [Docket No. 5368] (as such
may be amended or modified from time to time, the “Plan”) and the Proposed Amendments to
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Disclosure Statement for the Third Amended Chapter 11 Plan of Reorganization for Boy Scouts
of America and Delaware BSA, LLC [Docket No. 5371].
WHEREAS, the Plan provides for the issuance of a Channeling Injunction that will
permanently enjoin the assertion of Abuse Claims against the Protected Parties, which, in the
case of a Global Resolution Plan, include the Local Councils and Contributing Chartered
Organizations, among others, as further described in Article X.F of the Plan.3
WHEREAS, the Parties have agreed to a further extension of the Termination Date of the
Standstill Period as set forth in Paragraph 3 hereof, subject to the terms and conditions as set
forth herein.
NOW THEREFORE, THE PARTIES, BY AND THROUGH THEIR RESPECTIVE
UNDERSIGNED COUNSEL, HEREBY STIPULATE AND AGREE, AND THE
BANKRUPTCY COURT HEREBY ORDERS, AS FOLLOWS:
1. Effectiveness. This Fifth Stipulation shall become effective upon execution by
counsel for each of the BSA, the TCC, and the UCC and entry of an order of the Bankruptcy
Court approving this Fifth Stipulation, and every term hereof shall be effective as if expressly set
forth in the Consent Order; provided, however, the terms in Paragraph 6 of this Fifth Stipulation
(including any related default terms herein) shall be effective upon execution and filing by the
BSA, TCC, and UCC. For the avoidance of doubt, no Local Council is being ordered to comply
with the terms of the Fifth Stipulation or is being ordered to take any of the actions described in
Paragraphs 4 through 7 hereof; rather, if the order approving the Fifth Stipulation is entered, the
terms in Paragraphs 4 through 7 simply set out the terms under which the TCC and/or the UCC
can seek to terminate the Preliminary Injunction (as set forth in Paragraph 8) with respect to a
3
Capitalized terms used in this recital but not otherwise defined herein shall have the meanings ascribed to such
terms in the Plan.
5
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particular Local Council that has not complied with the terms set out in Paragraphs 4 through 7
of this Fifth Stipulation.
2. Notice. This Fifth Stipulation constitutes good and sufficient notice in accordance
with Paragraph 12 of the Consent Order, as modified by Paragraph 8 of the Second Stipulation
and Agreed Order, and no other or further notice of the extension of the Termination Date of the
Standstill Period pursuant to this Fifth Stipulation is or shall be required.
3. Extension of Termination Date of Standstill Period. In accordance with the terms
of the Consent Order, as modified by the First Stipulation and Agreed Order, the Second
Stipulation and Agreed Order, the Order Approving Third Stipulation, the Order Approving
Fourth Stipulation, and this Fifth Stipulation, and without prejudice to future requests for further
extensions of the Termination Date of the Standstill Period consistent with the terms thereof, the
Pending Abuse Actions and the Further Abuse Actions identified on Schedule 1 attached hereto
(as such schedule may be further amended from time to time) are hereby stayed as to the BSA
Related Parties identified on Schedule 2 attached hereto (as such schedule may be further
amended from time to time) up to and including the earlier of: (a) October 28, 2021; and (b) the
date of the first omnibus hearing after the Bankruptcy Court issues its decision confirming or
denying confirmation of the Plan (as applicable, the “Extended Termination Date”).
Notwithstanding the foregoing, if on or before the Extended Termination Date (within the
meaning of the previous sentence) the TCC is party to a filing with the Bankruptcy Court that
evidences its support for the Plan, the Extended Termination Date shall be the date of the first
omnibus hearing after the Bankruptcy Court issues its decision confirming or denying
confirmation of the Plan.
6
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4. Acknowledgment and Agreement. The terms of the form of Acknowledgment
and Agreement, attached to the Second Stipulation and Agreed Order as Exhibit 4, are
incorporated by reference herein and shall continue to apply with full force and effect until the
Extended Termination Date of the Standstill Period.
5. Preservation and Production of Rosters. The BSA and the Local Councils shall
continue to make diligent and reasonable efforts to preserve and keep intact all historical troop
and camp rosters that describe by name the Scouting youth, adult volunteers, Scouting
volunteers, and chartered organizations (“Rosters”) in the possession, custody, or control of the
BSA or the Local Councils, as applicable, in all locations where they may be found in the
manner in which Rosters were collected or created and filed in the ordinary course of operations.
All rights and obligations related to preservation and production of Rosters and related
information contained in the Third Stipulation and Fourth Stipulation are incorporated by
reference herein and shall continue to apply with full force and effect, as applicable and except
as otherwise provided herein, until the Extended Termination Date of the Standstill Period. The
BSA shall only be obligated to send additional Claims Lists to the applicable Local Councils for
Sexual Abuse Proofs of Claim amended or normalized on or before June 30, 2021. Producing
Councils shall then have 60 days from receipt of any such additional Claims List to, as provided
in the Fourth Stipulation, search for and produce Rosters to the BSA, which search and
production shall occur on a rolling basis but not later than 60 days after delivery of the applicable
additional Claims List by the BSA to the Local Council, unless the TCC consents.4
6. Chartered Organization Information Request in Advance of Revival Window
Expiration. The following protocol shall apply through the Extended Termination Date with
4
Capitalized terms used in this paragraph but not defined herein shall have the meanings ascribed to such terms in
the Fourth Stipulation.
7
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respect to only Local Councils that are located in New York, New Jersey, and North Carolina
(such states, the “Window States”):
i. TCC Counsel may, as soon as practicable, provide a list to the BSA of all
Sexual Abuse Survivor Proofs of Claim for which (1) a Local Council is
identified and (2) neither the Survivor nor the state court counsel who has
been retained by the Survivor has information indicating the likely identity of
the Chartered Organization that sponsored the Scouting unit with which the
Survivor was affiliated at the time of the alleged abuse (the “Relevant
Chartered Organization”); provided that, in the case of claims involving New
Jersey and North Carolina, TCC Counsel shall provide no more than one such
list per state per 30-day period (other than in the 60-day period before a
Revival Window5 in New Jersey or North Carolina expires, during which 60-
day period this proviso shall not apply).6 TCC Counsel shall use best efforts
to consolidate its lists so as to provide only one list per Window State to the
BSA.
ii. The BSA shall provide to each Local Council that is identified in the Sexual
Abuse Survivor Proof of Claim a list of all Sexual Abuse Survivor Proofs of
Claim relating to that Local Council that were listed on the TCC’s list
described in Paragraph 6(i) above.
iii. Based on the information contained in each applicable Sexual Abuse Survivor
Proof of Claim, BSA and the Local Council shall conduct a reasonable good
5
“Revival Window” shall mean any law in a Window State reviving a previously expired statute of
limitations, claim presentation deadline, or other time limit that acts as a defense or bar to the filing of a cause of
action for damages relating to sexual conduct or sexual contact.
6
If a Revival Window in New York is extended beyond August 14, 2021, this proviso shall also apply to
claims involving New York beginning on the date that such extension takes effect.
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faith search for documents or information identifying the Relevant Chartered
Organization. BSA’s and the Local Council’s search shall not be limited to
exact matches, insofar as the BSA and each Local Council shall reasonably
expand their search for the Relevant Chartered Organization(s) beyond exact
matches in the Sexual Abuse Survivor Proof of Claim regarding the unit
number, meeting location(s), year(s) of abuse, etc.
iv. By no later than 30 days following its receipt of a list (which time period will
start to run the day after the TCC delivers a list to the BSA), each Local
Council that is located in a Window State and that elects to comply with the
provisions of this Paragraph 6 (each, a “Producing Local Council”) will
provide to the BSA:
A. With respect to each Sexual Abuse Survivor Proof of Claim on the list
provided to the Producing Local Council, a list of any Chartered
Organization(s) that the Producing Local Council believes are
reasonably likely to be Relevant Chartered Organizations, along with
the documents, if any, supporting the Local Council’s inclusion of a
Chartered Organization on the list with respect to the Sexual Abuse
Survivor Proof of Claim;7 and
B. A certification that: (1) the Producing Local Council has conducted the
reasonable good faith search described in Paragraph 6(iii) and (2) to
the extent that a Producing Local Council has not identified any
Chartered Organizations on the list described in Paragraph 6(iv)(A)
7
The Local Council shall be able to redact the identifying information of any youth Scouting participants
other than the Survivor as to whose Sexual Abuse Survivor Proof of Claim the document relates from these
documents.
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with respect to a Sexual Abuse Survivor Proof of Claim, the Producing
Local Council has been unable to identify any Chartered Organizations
that the Producing Local Council believes are reasonably likely to be
Relevant Chartered Organizations with respect to that Sexual Abuse
Survivor Proof of Claim.
C. Notwithstanding the deadline in Paragraph 6(iv) hereof, a Producing
Local Council that is located in New York shall provide the foregoing
lists and certifications to BSA on a rolling basis as the Producing
Local Council finishes its search regarding individual Sexual Abuse
Survivor Proofs of Claim; provided that this obligation shall be
satisfied if the Producing Council makes a production at least every
seven days from the date that it receives a claims list and five business
days immediately prior to the expiration of any Revival Window.
v. The BSA will promptly provide the lists and certifications outlined in
Paragraph 6(iv) to TCC Counsel on a rolling basis as it receives them from
Producing Local Councils.
vi. For the avoidance of doubt, TCC Counsel may only provide the information
or documents produced by the Local Council pursuant to this Paragraph 6 to a
Survivor or state court counsel who has been retained by such Survivor that
relate solely to that Survivor’s Sexual Abuse Survivor Proof of Claim or the
sexual abuse set forth therein. Neither a Survivor nor state court counsel who
has been retained by such Survivor may provide any documents received
pursuant to this Paragraph 6 to any other person, other than in connection with
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(a) litigation as described in Paragraph 6(vii) or (b) settlement discussions
between the Survivor and any Relevant Chartered Organization outside of the
Chapter 11 Cases.
vii. In addition to any limitations contained in the paragraphs above, any
documents provided hereunder shall be subject to the Confidentiality Protocol
set forth in the Bar Date Order and the Protective Order [Docket No. 799-1];
provided that a Survivor can use the documents that such Survivor has
received pursuant to Paragraph 6(vi) in connection with (a) litigation brought
by the Survivor against any Relevant Chartered Organization outside of the
Chapter 11 Cases or (b) settlement discussions between the Survivor and any
Relevant Chartered Organization outside of the Chapter 11 Cases.
viii. Submission of Disputes to Mediators. All disputes regarding the search for
and production and use of lists and documents as provided herein shall be
submitted to the Bankruptcy Court-appointed Mediators. A dispute hereunder
may be brought before the Bankruptcy Court only after a good-faith effort to
resolve the dispute as described in this paragraph.
7. Transfers of Local Council Assets. Unless and until the preliminary injunction is
terminated as to a Local Council, no Local Council shall (a) sell, transfer, or encumber any real
or personal property or other assets unless it receives value that is reasonably equivalent to the
value of the property or assets that it sells, transfers, or encumbers or (b) sell, transfer, or
encumber any real or personal property or other assets with actual intent to hinder, delay, or
defraud creditors or the estates (or their creditors). For the avoidance of doubt, the transfer of
property or assets to a trust, foundation, charity or non-profit, or any asset protection or asset
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shielding vehicle for inadequate consideration is expressly prohibited under this provision
without regard to the rationale for such transfer.8 The Local Councils shall make diligent and
reasonable efforts to preserve and keep intact all documents and information relating to any
transfers of real or personal property or other assets made during the pendency of the Debtors’
chapter 11 cases.
8. Designation of Assets. Local Councils shall not designate unrestricted assets as
restricted by board resolution or otherwise, including the proceeds from sale of assets.
9. Termination of Preliminary Injunction. The preliminary injunction shall continue
to be subject to termination on the conditions and to the extent provided in Paragraph 9 of the
Fourth Stipulation; provided that the preliminary injunction shall terminate automatically upon
(i) the filing by the TCC of a notice of termination and corresponding certification of counsel of
a proposed order and entry by the Bankruptcy Court of an order terminating the preliminary
injunction as to any Local Council in a Window State that fails to complete the actions in
Paragraph 6 and (ii) entry by the Bankruptcy Court of an order terminating the preliminary
injunction as to such Local Council.
10. Immediate Effect. Notwithstanding Bankruptcy Rule 6004(h), the terms and
conditions of this Fifth Stipulation are immediately effective and enforceable upon entry of an
order of the Bankruptcy Court approving this Fifth Stipulation; provided, however, the terms of
Paragraph 6 of this Fifth Stipulation and any relating default provisions are effective upon
execution and filing with the Court.
11. Authorization to File. The BSA is authorized to file a copy of this Fifth
Stipulation (including the schedules attached hereto) with any court in which a Pending Abuse
8
Notwithstanding anything in this paragraph, nothing herein shall prejudice any party’s right to assert that the
transfer of any assets to any of the entities identified in the foregoing sentence is an actual fraudulent transfer,
without regard to the adequacy or value of consideration provided.
12
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Action or Further Abuse Action is or may hereafter become pending as proof that such action is
stayed and enjoined as set forth herein and in the Consent Order.
12. Reservation of Rights. Nothing herein shall be construed to limit or affect any
party’s right to seek appropriate relief from this Court to the extent necessary to respond to any
actions by a court in which a Pending Abuse Action or Further Abuse Action is pending, which,
but for the stay provided herein and in the Consent Order, would require a party to act before the
Extended Termination Date of the Standstill Period.
13. Retention of Jurisdiction. This Court shall retain jurisdiction to hear and
determine all matters arising from or related to the implementation, interpretation and/or
enforcement of this Fifth Stipulation and the Consent Order.
14. Headings. Headings of the decretal paragraphs of this Fifth Stipulation have been
inserted for convenience of reference only and are not intended to be a part of or to affect the
interpretation of this Fifth Stipulation.
15. Filing with Clerk. This Fifth Stipulation shall be promptly filed in the clerk’s
office and entered into the record.
[Remainder of Page Intentionally Left Blank]
13
FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350
NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 15 of 312 NYSCEF: 10/19/2021
RECEIVED
CONSENTED TO BY:
PACHULSKI STANG ZIEHL & JONES LLP
WHITE & CASE LLP
/s/ James E. O’Neill
Jessica C. Lauria (admitted pro hac vice)
James I. Stang (admitted pro hac vice)
1221 Avenue of the Americas
Robert B. Orgel (admitted pro hac vice)
New York, New York 10020
John A. Morris (admitted pro hac vice)
Telephone: (212) 819-8200
James E. O’Neill (No. 4042)
Email: jessica.lauria@whitecase.com
John W. Lucas (admitted pro hac vice)
919 N. Market Street, 17th Floor
– and –
P.O. Box 8705
Wilmington, DE 1999-8705 (Courier 19801)
WHITE & CASE LLP
Telephone: (302) 652-4100
Michael C. Andolina (admitted pro hac vice)
Facsimile: (302) 652-4400
Matthew E. Linder (admitted pro hac vice)
Email: jstang@pszjlaw.com
Laura E. Baccash (admitted pro hac vice)
rorgel@pszjlaw.com
Blair M. Warner (admitted pro hac vice)
jmorris@pszjlaw.com
111 South Wacker Drive
joneill@pszjlaw.com
Chicago, Illinois 60606
jlucas@pszjlaw.com
Telephone: (312) 881-5400
Email: mandolina@whitecase.com
Attorneys for the Official Tort Claimants’ Committee
mlinder@whitecase.com
laura.baccash@whitecase.com REED SMITH LLP
blair.warner@whitecase.com Kurt F. Gwynne (No. 3951)
Katelin A. Morales (No. 6683)
– and – 1201 North Market Street, Suite 1500
Wilmington, DE 19801
MORRIS, NICHOLS, ARSHT & TUNNELL LLP Telephone: (302) 778-7500
Facsimile: (302) 778-7575
/s/ Paige N. Topper Email: kgwynne@reedsmith.com
Derek C. Abbott (No. 3376) kmorales@reedsmith.com
Andrew R. Remming (No. 5120)
Paige N. Topper (No. 6470) – and –
1201 North Market Street, 16th Floor
P.O. Box 1347 KRAMER LEVIN NAFTALIS
Wilmington, Delaware 19899-1347 & FRANKEL LLP
Telephone: (302) 658-9200 /s/ Megan Wasson
Email: dabbott@morrisnichols.com
Thomas Moers Mayer (admitted pro hac vice)
aremming@morrisnichols.com
Rachael Ringer (admitted pro hac vice)
ptopper@morrisnichols.com
Jennifer Sharret (admitted pro hac vice)
Megan Wasson (admitted pro hac vice)
Attorneys for the Boy Scouts of America
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
Email: tmayer@kramerlevin.com
rringer@kramerlevin.com
dblabey@kramerlevin.com
jsharret@kramerlevin.com
mwasson@kramerlevin.com
Attorneys for the Official Committee of Unsecured
Creditors
FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350
NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 16 of 312 NYSCEF: 10/19/2021
RECEIVED
Schedule 1
Pending and Further Abuse Actions
FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350
NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 17 of 312 RECEIVED NYSCEF: 10/19/2021
Schedule 1
Pending Abuse Actions
Underlying
Non-Debtor Plaintiff(s)
Defendants(s) (last, first) Case Caption Case Number Court or Agency
1 Quapaw Area Council [Redacted] [Redacted] v. Boy Scouts of 4:20-cv-159 United States
Incorporated of the Boy America, and Quapaw Area District Court for
Scouts of America Council Incorporated of the Boy the Eastern
Preview
FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185 Filed 07/21/21 PageRECEIVED 1 of 3 NYSCEF: 10/19/2021 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BOY SCOUTS OF AMERICA AND Case No. 20-10343 (LSS) DELAWARE BSA, LLC, 1 (Jointly Administered) Debtors. BOY SCOUTS OF AMERICA, Plaintiff, Adv. Pro. No. 20-50527 (LSS) V. Re: Adv. Docket Nos. 54, 72, 77, 107, 116,151,162 A.A., et al., Defendants. ORDER APPROVING FIFTH STIPULATION BY AND AMONG THE BOY SCOUTS OF AMERICA, THE OFFICIAL COMMITTEE OF SURVIVORS OF ABUSE, AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS MODIFYING THE CONSENT ORDER GRANTING THE BSA'S MOTION FOR A PRELIMINARY INJUNCTION PURSUANT TO 11 U.S.C. §§ lOS(a) AND 362 AND FURTHER EXTENDING THE TERMINATION DATE OF THE STANDSTILL PERIOD This Court having considered the Fifth Stipulation By and Among the Boy Scouts of America, the Official Committee ofSurvivors ofAbuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA 's Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period (the "Fifth Stipulation"), 2 a copy of which is attached hereto as Exhibit 1, and 1 The Debtors in the chapter 11 cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors' mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Fifth Stipulation. FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185 Filed 07/21/21 PageRECEIVED 2 of 3 NYSCEF: 10/19/2021 upon the record of this case and due deliberation thereon, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED that: 1. The Fifth Stipulation is approved, and the Te1mination Date of the Standstill Period is hereby extended, in accordance with the terms of the Fifth Stipulation, up to and including the earlier of: (a) October 28, 2021; and (b) the date of the first omnibus hearing after the Bankruptcy Court issues its decision confirming or denying confirmation of the Plan (as applicable, the "Extended Termination Date"). Notwithstanding the foregoing, if on or before the Extended Termination Date (within the meaning of the previous sentence) the TCC is party to a filing with the Bankruptcy Court that evidences its suppo1t for the Plan, the Extended Termination Date shall be the date of the first omnibus hearing after the Bankruptcy Court issues its decision confirming or denying confirmation of the Plan. 2. For the avoidance of doubt, no Local Council is being ordered to comply with the terms of the Fifth Stipulation or is being ordered to take any of the actions described in Paragraphs 4 through 7 thereof. Rather, the terms in Paragraphs 4 through 7 of the Fifth Stipulation simply set out the terms under which the TCC and the UCC can seek to terminate the Preliminary Injunction (as set forth in Paragraph 8 thereof) with respect to a particular Local Council that has not complied with the terms set out in Paragraphs 4 through 7 thereof. 3. The Debtors, the TCC and the UCC are authorized to take all actions necessary or desirable to effectuate the relief granted pursuant to, and in accordance with, this Order and the Fifth Stipulation; provided, however, that in approving the Fifth Stipulation and authorizing the patties to effectuate it the Court is not making any ruling or finding that any insurer has consented to the obligations taken under Paragraph 5 of the Fifth Stipulation. Nothing in this 2 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185 Filed 07/21/21 PageRECEIVED 3 of 3 NYSCEF: 10/19/2021 Order shall impair the rights of insurers under their insurance policies with regard to the subject matter of the Fifth Stipulation. 4. The terms and conditions of this Order and the Fifth Stipulation shall be immediately effective and enforceable upon entry of this Order. 5. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation and enforcement of this Order and/or the Fifth Stipulation. ~~~ UAURIE SELBER SILVERSTU1'- UNITED STATES BANKRUPTCY JL' I J\ , Dated; J lil1/ JI 610d / Wilminaton, De~ware 3 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 1 of 312 NYSCEF: 10/19/2021 Exhibit 1 Fifth Stipulation FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 2 of 312 NYSCEF: 10/19/2021 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 BOY SCOUTS OF AMERICA AND Case No. 20-10343 (LSS) DELAWARE BSA, LLC,1 (Jointly Administered) Debtors. BOY SCOUTS OF AMERICA, Plaintiff, Adv. Pro. No. 20-50527 (LSS) v. Re: Adv. Docket Nos. 54, 72, 77, 107, 116, 151, 162 A.A., et al., Defendants. FIFTH STIPULATION BY AND AMONG THE BOY SCOUTS OF AMERICA, THE OFFICIAL COMMITTEE OF SURVIVORS OF ABUSE, AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS MODIFYING THE CONSENT ORDER GRANTING THE BSA’S MOTION FOR A PRELIMINARY INJUNCTION PURSUANT TO 11 U.S.C. §§ 105(a) AND 362 AND FURTHER EXTENDING THE TERMINATION DATE OF THE STANDSTILL PERIOD This fifth stipulation (this “Fifth Stipulation”) modifying certain terms of the Consent Order Pursuant to 11 U.S.C. §§ 105(a) and 362 Granting the BSA’s Motion for a Preliminary Injunction [Adv. Docket No. 54] (the “Consent Order”)2 and further extending the Termination Date of the Standstill Period thereunder is made and entered into by and among the Boy Scouts of America (the “BSA”), the non-profit corporation that is, along with its affiliate, Delaware 1 The Debtors in the chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are as follows: Boy Scouts of America (6300) and Delaware BSA, LLC (4311). The Debtors’ mailing address is 1325 West Walnut Hill Lane, Irving, Texas 75038. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Consent Order or The BSA’s Opening Brief in Support of Motion for a Preliminary Injunction Pursuant to Sections 105(a) and 362 of the Bankruptcy Code [Adv. Docket No. 7], as applicable, unless otherwise indicated. FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 3 of 312 NYSCEF: 10/19/2021 BSA, LLC, a debtor and debtor in possession in the above-captioned chapter 11 cases, the official committee of survivors of abuse (the “TCC”), and the official committee of unsecured creditors (the “UCC” and, together with the TCC, the “Committees”), by and through their respective undersigned counsel. RECITALS WHEREAS, on March 30, 2020, after notice and a hearing, the Bankruptcy Court entered the Consent Order. WHEREAS, the Consent Order stayed, up to and including May 18, 2020 (the “Termination Date”), each of the Pending Abuse Actions and Further Abuse Actions identified on Schedule 1 to the Consent Order with respect to the BSA Related Parties identified on Schedule 2 to the Consent Order. The time period from the Petition Date to and including the Termination Date, as extended from time to time, is referred to as the “Standstill Period.” WHEREAS, on May 18, 2020, the Bankruptcy Court entered the Stipulation and Agreed Order By and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Extending the Termination Date of the Standstill Period Under the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 [Adv. Docket No. 72] (the “First Stipulation and Agreed Order”), which extended the Termination Date of the Standstill Period up to and including June 8, 2020. WHEREAS, on June 9, 2020, the Bankruptcy Court entered the Second Stipulation and Agreed Order By and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 2 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 4 of 312 NYSCEF: 10/19/2021 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 77] (the “Second Stipulation and Agreed Order”), which extended the Termination Date of the Standstill Period up to and including November 16, 2020. WHEREAS, the Second Stipulation and Agreed Order deleted Paragraph 12 of the Consent Order and replaced it with the following provision pertaining to the procedures for obtaining further extensions of the Termination Date of the Standstill Period: The Termination Date may be extended by either (1) mutual agreement among the BSA, the UCC and the TCC, which shall be memorialized in a stipulation filed with the Court (an “Extension Notice”); or (2) motion filed by the BSA (an “Extension Motion”), which, in either case, shall be filed no later than twenty-five (25) days prior to the Termination Date and served on plaintiffs to Pending Abuse Actions or, as the case may be, Further Abuse Actions (through their counsel of record in any such Pending Abuse Action or Further Abuse Action) and any other party served with notice thereof. Any plaintiff in a Pending Abuse Action or Further Abuse Action may object to such extension of the Termination Date as to such plaintiff’s Pending Abuse Action or Further Abuse Action by filing with the Bankruptcy Court, within fourteen (14) days of the date of an Extension Notice or Extension Motion, an objection setting forth the basis for its objection (an “Extension Objection”). An Objecting Party shall serve any Extension Objection on the undersigned counsel to the TCC, the UCC and the BSA, and counsel to any affected BSA Related Party or Additional BSA Related Party or their counsel of record. No more than seven (7) days following the deadline by which Extension Objections must be filed, the BSA, the UCC, the TCC, and Local Council Committee shall be authorized to file a single omnibus reply to any Extension Objections filed with the Bankruptcy Court. Notwithstanding the filing of an Extension Objection by any plaintiff, the Termination Date shall be extended as to any plaintiff who does not object to the Extension Notice. WHEREAS, on October 22, 2020, the BSA and the Committees filed with the Bankruptcy Court the Third Stipulation By and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 107-1] (the “Third Stipulation”). 3 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 5 of 312 NYSCEF: 10/19/2021 WHEREAS, on November 18, 2020, the Bankruptcy Court approved the Third Stipulation, entering the Order Approving Third Stipulation by and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 116] (the “Order Approving Third Stipulation”), which extended the Termination Date of the Standstill Period up to and including March 19, 2021. WHEREAS, on March 8, 2021, the BSA and the Committees filed with the Bankruptcy Court the Fourth Stipulation By and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 151] (the “Fourth Stipulation”). WHEREAS, on March 21, 2021, the Bankruptcy Court approved the Fourth Stipulation, entering the Order Approving Fourth Stipulation by and Among the Boy Scouts of America, the Official Committee of Survivors of Abuse, and the Official Committee of Unsecured Creditors Modifying the Consent Order Granting the BSA’s Motion for a Preliminary Injunction Pursuant to 11 U.S.C. §§ 105(a) and 362 and Further Extending the Termination Date of the Standstill Period [Adv. Docket No. 162] (the “Order Approving Fourth Stipulation”), which extended the Termination Date of the Standstill Period up to and including July 19, 2021. WHEREAS, on June 17, 2021, the Debtors filed the Third Amended Chapter 11 Plan of Reorganization for Boy Scouts of America and Delaware BSA, LLC [Docket No. 5368] (as such may be amended or modified from time to time, the “Plan”) and the Proposed Amendments to 4 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 6 of 312 NYSCEF: 10/19/2021 Disclosure Statement for the Third Amended Chapter 11 Plan of Reorganization for Boy Scouts of America and Delaware BSA, LLC [Docket No. 5371]. WHEREAS, the Plan provides for the issuance of a Channeling Injunction that will permanently enjoin the assertion of Abuse Claims against the Protected Parties, which, in the case of a Global Resolution Plan, include the Local Councils and Contributing Chartered Organizations, among others, as further described in Article X.F of the Plan.3 WHEREAS, the Parties have agreed to a further extension of the Termination Date of the Standstill Period as set forth in Paragraph 3 hereof, subject to the terms and conditions as set forth herein. NOW THEREFORE, THE PARTIES, BY AND THROUGH THEIR RESPECTIVE UNDERSIGNED COUNSEL, HEREBY STIPULATE AND AGREE, AND THE BANKRUPTCY COURT HEREBY ORDERS, AS FOLLOWS: 1. Effectiveness. This Fifth Stipulation shall become effective upon execution by counsel for each of the BSA, the TCC, and the UCC and entry of an order of the Bankruptcy Court approving this Fifth Stipulation, and every term hereof shall be effective as if expressly set forth in the Consent Order; provided, however, the terms in Paragraph 6 of this Fifth Stipulation (including any related default terms herein) shall be effective upon execution and filing by the BSA, TCC, and UCC. For the avoidance of doubt, no Local Council is being ordered to comply with the terms of the Fifth Stipulation or is being ordered to take any of the actions described in Paragraphs 4 through 7 hereof; rather, if the order approving the Fifth Stipulation is entered, the terms in Paragraphs 4 through 7 simply set out the terms under which the TCC and/or the UCC can seek to terminate the Preliminary Injunction (as set forth in Paragraph 8) with respect to a 3 Capitalized terms used in this recital but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 5 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 7 of 312 NYSCEF: 10/19/2021 particular Local Council that has not complied with the terms set out in Paragraphs 4 through 7 of this Fifth Stipulation. 2. Notice. This Fifth Stipulation constitutes good and sufficient notice in accordance with Paragraph 12 of the Consent Order, as modified by Paragraph 8 of the Second Stipulation and Agreed Order, and no other or further notice of the extension of the Termination Date of the Standstill Period pursuant to this Fifth Stipulation is or shall be required. 3. Extension of Termination Date of Standstill Period. In accordance with the terms of the Consent Order, as modified by the First Stipulation and Agreed Order, the Second Stipulation and Agreed Order, the Order Approving Third Stipulation, the Order Approving Fourth Stipulation, and this Fifth Stipulation, and without prejudice to future requests for further extensions of the Termination Date of the Standstill Period consistent with the terms thereof, the Pending Abuse Actions and the Further Abuse Actions identified on Schedule 1 attached hereto (as such schedule may be further amended from time to time) are hereby stayed as to the BSA Related Parties identified on Schedule 2 attached hereto (as such schedule may be further amended from time to time) up to and including the earlier of: (a) October 28, 2021; and (b) the date of the first omnibus hearing after the Bankruptcy Court issues its decision confirming or denying confirmation of the Plan (as applicable, the “Extended Termination Date”). Notwithstanding the foregoing, if on or before the Extended Termination Date (within the meaning of the previous sentence) the TCC is party to a filing with the Bankruptcy Court that evidences its support for the Plan, the Extended Termination Date shall be the date of the first omnibus hearing after the Bankruptcy Court issues its decision confirming or denying confirmation of the Plan. 6 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 8 of 312 NYSCEF: 10/19/2021 4. Acknowledgment and Agreement. The terms of the form of Acknowledgment and Agreement, attached to the Second Stipulation and Agreed Order as Exhibit 4, are incorporated by reference herein and shall continue to apply with full force and effect until the Extended Termination Date of the Standstill Period. 5. Preservation and Production of Rosters. The BSA and the Local Councils shall continue to make diligent and reasonable efforts to preserve and keep intact all historical troop and camp rosters that describe by name the Scouting youth, adult volunteers, Scouting volunteers, and chartered organizations (“Rosters”) in the possession, custody, or control of the BSA or the Local Councils, as applicable, in all locations where they may be found in the manner in which Rosters were collected or created and filed in the ordinary course of operations. All rights and obligations related to preservation and production of Rosters and related information contained in the Third Stipulation and Fourth Stipulation are incorporated by reference herein and shall continue to apply with full force and effect, as applicable and except as otherwise provided herein, until the Extended Termination Date of the Standstill Period. The BSA shall only be obligated to send additional Claims Lists to the applicable Local Councils for Sexual Abuse Proofs of Claim amended or normalized on or before June 30, 2021. Producing Councils shall then have 60 days from receipt of any such additional Claims List to, as provided in the Fourth Stipulation, search for and produce Rosters to the BSA, which search and production shall occur on a rolling basis but not later than 60 days after delivery of the applicable additional Claims List by the BSA to the Local Council, unless the TCC consents.4 6. Chartered Organization Information Request in Advance of Revival Window Expiration. The following protocol shall apply through the Extended Termination Date with 4 Capitalized terms used in this paragraph but not defined herein shall have the meanings ascribed to such terms in the Fourth Stipulation. 7 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page RECEIVED 9 of 312 NYSCEF: 10/19/2021 respect to only Local Councils that are located in New York, New Jersey, and North Carolina (such states, the “Window States”): i. TCC Counsel may, as soon as practicable, provide a list to the BSA of all Sexual Abuse Survivor Proofs of Claim for which (1) a Local Council is identified and (2) neither the Survivor nor the state court counsel who has been retained by the Survivor has information indicating the likely identity of the Chartered Organization that sponsored the Scouting unit with which the Survivor was affiliated at the time of the alleged abuse (the “Relevant Chartered Organization”); provided that, in the case of claims involving New Jersey and North Carolina, TCC Counsel shall provide no more than one such list per state per 30-day period (other than in the 60-day period before a Revival Window5 in New Jersey or North Carolina expires, during which 60- day period this proviso shall not apply).6 TCC Counsel shall use best efforts to consolidate its lists so as to provide only one list per Window State to the BSA. ii. The BSA shall provide to each Local Council that is identified in the Sexual Abuse Survivor Proof of Claim a list of all Sexual Abuse Survivor Proofs of Claim relating to that Local Council that were listed on the TCC’s list described in Paragraph 6(i) above. iii. Based on the information contained in each applicable Sexual Abuse Survivor Proof of Claim, BSA and the Local Council shall conduct a reasonable good 5 “Revival Window” shall mean any law in a Window State reviving a previously expired statute of limitations, claim presentation deadline, or other time limit that acts as a defense or bar to the filing of a cause of action for damages relating to sexual conduct or sexual contact. 6 If a Revival Window in New York is extended beyond August 14, 2021, this proviso shall also apply to claims involving New York beginning on the date that such extension takes effect. 8 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 10 of 312 NYSCEF: 10/19/2021 RECEIVED faith search for documents or information identifying the Relevant Chartered Organization. BSA’s and the Local Council’s search shall not be limited to exact matches, insofar as the BSA and each Local Council shall reasonably expand their search for the Relevant Chartered Organization(s) beyond exact matches in the Sexual Abuse Survivor Proof of Claim regarding the unit number, meeting location(s), year(s) of abuse, etc. iv. By no later than 30 days following its receipt of a list (which time period will start to run the day after the TCC delivers a list to the BSA), each Local Council that is located in a Window State and that elects to comply with the provisions of this Paragraph 6 (each, a “Producing Local Council”) will provide to the BSA: A. With respect to each Sexual Abuse Survivor Proof of Claim on the list provided to the Producing Local Council, a list of any Chartered Organization(s) that the Producing Local Council believes are reasonably likely to be Relevant Chartered Organizations, along with the documents, if any, supporting the Local Council’s inclusion of a Chartered Organization on the list with respect to the Sexual Abuse Survivor Proof of Claim;7 and B. A certification that: (1) the Producing Local Council has conducted the reasonable good faith search described in Paragraph 6(iii) and (2) to the extent that a Producing Local Council has not identified any Chartered Organizations on the list described in Paragraph 6(iv)(A) 7 The Local Council shall be able to redact the identifying information of any youth Scouting participants other than the Survivor as to whose Sexual Abuse Survivor Proof of Claim the document relates from these documents. 9 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 11 of 312 NYSCEF: 10/19/2021 RECEIVED with respect to a Sexual Abuse Survivor Proof of Claim, the Producing Local Council has been unable to identify any Chartered Organizations that the Producing Local Council believes are reasonably likely to be Relevant Chartered Organizations with respect to that Sexual Abuse Survivor Proof of Claim. C. Notwithstanding the deadline in Paragraph 6(iv) hereof, a Producing Local Council that is located in New York shall provide the foregoing lists and certifications to BSA on a rolling basis as the Producing Local Council finishes its search regarding individual Sexual Abuse Survivor Proofs of Claim; provided that this obligation shall be satisfied if the Producing Council makes a production at least every seven days from the date that it receives a claims list and five business days immediately prior to the expiration of any Revival Window. v. The BSA will promptly provide the lists and certifications outlined in Paragraph 6(iv) to TCC Counsel on a rolling basis as it receives them from Producing Local Councils. vi. For the avoidance of doubt, TCC Counsel may only provide the information or documents produced by the Local Council pursuant to this Paragraph 6 to a Survivor or state court counsel who has been retained by such Survivor that relate solely to that Survivor’s Sexual Abuse Survivor Proof of Claim or the sexual abuse set forth therein. Neither a Survivor nor state court counsel who has been retained by such Survivor may provide any documents received pursuant to this Paragraph 6 to any other person, other than in connection with 10 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 12 of 312 NYSCEF: 10/19/2021 RECEIVED (a) litigation as described in Paragraph 6(vii) or (b) settlement discussions between the Survivor and any Relevant Chartered Organization outside of the Chapter 11 Cases. vii. In addition to any limitations contained in the paragraphs above, any documents provided hereunder shall be subject to the Confidentiality Protocol set forth in the Bar Date Order and the Protective Order [Docket No. 799-1]; provided that a Survivor can use the documents that such Survivor has received pursuant to Paragraph 6(vi) in connection with (a) litigation brought by the Survivor against any Relevant Chartered Organization outside of the Chapter 11 Cases or (b) settlement discussions between the Survivor and any Relevant Chartered Organization outside of the Chapter 11 Cases. viii. Submission of Disputes to Mediators. All disputes regarding the search for and production and use of lists and documents as provided herein shall be submitted to the Bankruptcy Court-appointed Mediators. A dispute hereunder may be brought before the Bankruptcy Court only after a good-faith effort to resolve the dispute as described in this paragraph. 7. Transfers of Local Council Assets. Unless and until the preliminary injunction is terminated as to a Local Council, no Local Council shall (a) sell, transfer, or encumber any real or personal property or other assets unless it receives value that is reasonably equivalent to the value of the property or assets that it sells, transfers, or encumbers or (b) sell, transfer, or encumber any real or personal property or other assets with actual intent to hinder, delay, or defraud creditors or the estates (or their creditors). For the avoidance of doubt, the transfer of property or assets to a trust, foundation, charity or non-profit, or any asset protection or asset 11 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 13 of 312 NYSCEF: 10/19/2021 RECEIVED shielding vehicle for inadequate consideration is expressly prohibited under this provision without regard to the rationale for such transfer.8 The Local Councils shall make diligent and reasonable efforts to preserve and keep intact all documents and information relating to any transfers of real or personal property or other assets made during the pendency of the Debtors’ chapter 11 cases. 8. Designation of Assets. Local Councils shall not designate unrestricted assets as restricted by board resolution or otherwise, including the proceeds from sale of assets. 9. Termination of Preliminary Injunction. The preliminary injunction shall continue to be subject to termination on the conditions and to the extent provided in Paragraph 9 of the Fourth Stipulation; provided that the preliminary injunction shall terminate automatically upon (i) the filing by the TCC of a notice of termination and corresponding certification of counsel of a proposed order and entry by the Bankruptcy Court of an order terminating the preliminary injunction as to any Local Council in a Window State that fails to complete the actions in Paragraph 6 and (ii) entry by the Bankruptcy Court of an order terminating the preliminary injunction as to such Local Council. 10. Immediate Effect. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Fifth Stipulation are immediately effective and enforceable upon entry of an order of the Bankruptcy Court approving this Fifth Stipulation; provided, however, the terms of Paragraph 6 of this Fifth Stipulation and any relating default provisions are effective upon execution and filing with the Court. 11. Authorization to File. The BSA is authorized to file a copy of this Fifth Stipulation (including the schedules attached hereto) with any court in which a Pending Abuse 8 Notwithstanding anything in this paragraph, nothing herein shall prejudice any party’s right to assert that the transfer of any assets to any of the entities identified in the foregoing sentence is an actual fraudulent transfer, without regard to the adequacy or value of consideration provided. 12 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 14 of 312 NYSCEF: 10/19/2021 RECEIVED Action or Further Abuse Action is or may hereafter become pending as proof that such action is stayed and enjoined as set forth herein and in the Consent Order. 12. Reservation of Rights. Nothing herein shall be construed to limit or affect any party’s right to seek appropriate relief from this Court to the extent necessary to respond to any actions by a court in which a Pending Abuse Action or Further Abuse Action is pending, which, but for the stay provided herein and in the Consent Order, would require a party to act before the Extended Termination Date of the Standstill Period. 13. Retention of Jurisdiction. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Fifth Stipulation and the Consent Order. 14. Headings. Headings of the decretal paragraphs of this Fifth Stipulation have been inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Fifth Stipulation. 15. Filing with Clerk. This Fifth Stipulation shall be promptly filed in the clerk’s office and entered into the record. [Remainder of Page Intentionally Left Blank] 13 FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 15 of 312 NYSCEF: 10/19/2021 RECEIVED CONSENTED TO BY: PACHULSKI STANG ZIEHL & JONES LLP WHITE & CASE LLP /s/ James E. O’Neill Jessica C. Lauria (admitted pro hac vice) James I. Stang (admitted pro hac vice) 1221 Avenue of the Americas Robert B. Orgel (admitted pro hac vice) New York, New York 10020 John A. Morris (admitted pro hac vice) Telephone: (212) 819-8200 James E. O’Neill (No. 4042) Email: jessica.lauria@whitecase.com John W. Lucas (admitted pro hac vice) 919 N. Market Street, 17th Floor – and – P.O. Box 8705 Wilmington, DE 1999-8705 (Courier 19801) WHITE & CASE LLP Telephone: (302) 652-4100 Michael C. Andolina (admitted pro hac vice) Facsimile: (302) 652-4400 Matthew E. Linder (admitted pro hac vice) Email: jstang@pszjlaw.com Laura E. Baccash (admitted pro hac vice) rorgel@pszjlaw.com Blair M. Warner (admitted pro hac vice) jmorris@pszjlaw.com 111 South Wacker Drive joneill@pszjlaw.com Chicago, Illinois 60606 jlucas@pszjlaw.com Telephone: (312) 881-5400 Email: mandolina@whitecase.com Attorneys for the Official Tort Claimants’ Committee mlinder@whitecase.com laura.baccash@whitecase.com REED SMITH LLP blair.warner@whitecase.com Kurt F. Gwynne (No. 3951) Katelin A. Morales (No. 6683) – and – 1201 North Market Street, Suite 1500 Wilmington, DE 19801 MORRIS, NICHOLS, ARSHT & TUNNELL LLP Telephone: (302) 778-7500 Facsimile: (302) 778-7575 /s/ Paige N. Topper Email: kgwynne@reedsmith.com Derek C. Abbott (No. 3376) kmorales@reedsmith.com Andrew R. Remming (No. 5120) Paige N. Topper (No. 6470) – and – 1201 North Market Street, 16th Floor P.O. Box 1347 KRAMER LEVIN NAFTALIS Wilmington, Delaware 19899-1347 & FRANKEL LLP Telephone: (302) 658-9200 /s/ Megan Wasson Email: dabbott@morrisnichols.com Thomas Moers Mayer (admitted pro hac vice) aremming@morrisnichols.com Rachael Ringer (admitted pro hac vice) ptopper@morrisnichols.com Jennifer Sharret (admitted pro hac vice) Megan Wasson (admitted pro hac vice) Attorneys for the Boy Scouts of America 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: tmayer@kramerlevin.com rringer@kramerlevin.com dblabey@kramerlevin.com jsharret@kramerlevin.com mwasson@kramerlevin.com Attorneys for the Official Committee of Unsecured Creditors FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 16 of 312 NYSCEF: 10/19/2021 RECEIVED Schedule 1 Pending and Further Abuse Actions FILED: GENESEE COUNTY CLERK 10/19/2021 02:57 PM INDEX NO. E69350 NYSCEF DOC. NO. 7 Case 20-50527-LSS Doc 185-1 Filed 07/21/21 Page 17 of 312 RECEIVED NYSCEF: 10/19/2021 Schedule 1 Pending Abuse Actions Underlying Non-Debtor Plaintiff(s) Defendants(s) (last, first) Case Caption Case Number Court or Agency 1 Quapaw Area Council [Redacted] [Redacted] v. Boy Scouts of 4:20-cv-159 United States Incorporated of the Boy America, and Quapaw Area District Court for Scouts of America Council Incorporated of the Boy the Eastern