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Full title: Notice of Filing Supplement to Debtors Joint Plan of Liquidation (as Revised) Filed by GABRIELLE A. HAMM on behalf of GUMP'S BY MAIL, INC., GUMP'S CORP., GUMP'S HOLDINGS, LLC (Related document(s)585 Amended Chapter 11 Plan filed by Debtor GUMP'S HOLDINGS, LLC, Jnt Admin Debtor GUMP'S CORP., Jnt Admin Debtor GUMP'S BY MAIL, INC.) (HAMM, GABRIELLE) (Entered: 04/19/2021)

Document posted on Apr 18, 2021 in the bankruptcy, 34 pages and 0 tables.

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All monies and other assets received by the Liquidating Trustee shall, until distributed or paid over as provided herein and in the Plan, be held in trust for the benefit of the Beneficiaries, but need not be segregated in separate accounts from other Liquidating Trust Property, unless and to the extent required by law or the Plan or this Liquidating Trust Agreement.Trustee’s reasonable judgment, any Liquidating Trust Asset cannot be sold or distributed in a commercially reasonable manner or the Liquidating Trustee believes in good faith that such Liquidating Trust Asset has inconsequential value to the Liquidating Trust or its Beneficiaries or is insufficient to render a further distribution practicable, the Liquidating Trustee shall have the right to cause the Liquidating Trust to abandon or otherwise dispose of such Liquidating Trust Asset, including by donation of any remaining funds to a charitable institution qualified as a not-for-profit corporation, under applicable federal and state laws without further order form the Bankruptcy Court.Upon the appointment of a successor Liquidating Trustee and the delivery of the Liquidating Trust Property to the successor Liquidating Trustee, the predecessor Liquidating Trustee and any director, officer, affiliate, employee, employer, professional, agent, or representative of the predecessor Liquidating Trustee shall have no further liability or responsibility with respect to such Liquidating Trust Property.Without limiting any of the duties and responsibilities of the Liquidating Trustee otherwise set forth in this Liquidating Trust Agreement or the Plan, the responsibilities of the Liquidating Trustee under this Liquidating Trust Agreement and the Plan shall include, without limitation, the following: (a) the receipt of the Liquidating Trust Property; (b) the establishment and maintenance of such operating, reserve and trust account(s) as are necessary and appropriate to carry out the terms of the Liquidating Trust and the Plan; (c) the investment of Cash that is a permissible Liquidating Trust Asset; (d) the prosecution, settlement or abandonment of any Avoidance Actions and Commercial Tort Claims; and (e) such other responsibilities as may be vested in the Liquidating Trustee pursuant to this Liquidating Trust Agreement, the Plan, the Confirmation Order, other Bankruptcy Court Orders, or as otherwise may be necessary and proper to carry out the provisions of the Plan.All payments to be made by the Liquidating Trust to any Beneficiary shall be made only in accordance with the Plan, the Confirmation Order and this Liquidating Trust Agreement and from the Liquidating Trust Property (or from the income and proceeds realized from the Liquidating Trust Property) net of the Liquidating Trust Reserve, as defined in Section 8.2 below, the Disputed Claim Reserve, and other reserves established by the Liquidating Trustee, if any, and only to the extent that the Liquidating Trust has sufficient Liqu

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1 WILLIAM M. NOALL 2 Nevada Bar No. 3549 E-mail: wnoall@gtg.legal 3 GABRIELLE A. HAMM Nevada Bar No. 11588 4 E-mail: ghamm@gtg.legal 5 MARK M. WEISENMILLER Nevada Bar No. 12128 6 E-mail: mweisenmiller@gtg.legal 7251 Amigo St., Suite 210 7 Las Vegas, Nevada 89119 Telephone (725) 777-3000 8 Facsimile (725) 777-3112 9 Attorneys for Debtors 10 UNITED STATES BANKRUPTCY COURT 11 FOR THE DISTRICT OF NEVADA 12 In re: Case No.: BK-S-18-14683-mkn Chapter 11 13 GUMP’S HOLDINGS, LLC Jointly administered with: 14 Affects this Debtor. No. BK-S-18-14684-mkn (In re Gump’s Corp.) 15 No. BK-S-18-14685-mkn (In re Gump’s By Affects all Debtors. Mail, Inc.) 16 17 Affects Gump’s Corp. Confirmation Hearing: 18 Date: April 29, 2021 Affects Gump’s By Mail, Inc. Time: 1:30 p.m. 19 20 NOTICE OF FILING SUPPLEMENT TO DEBTORS’ JOINT PLAN OF LIQUIDATION (AS REVISED) 21 22 Debtors and debtors-in-possession Gump’s Holdings, LLC, Gump’s Corp., and Gump’23 By Mail, Inc. (collectively, “Debtors”), by and through their undersigned counsel, provide notic24 of submission of the attached supplement (the “Plan Supplement”) to Debtors’ Joint Plan 25 Liquidation (as Revised) [ECF No. 585] (as may be amended, modified, or further supplemente26 and including exhibits and schedules thereto, the “Plan”), as provided by § 1.1.61 of the Plan. 27 . . . 28 . . .

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1 2 incorporated into and are part of the Plan as though fully set forth therein. 3 Dated April 19, 2021. 4 GARMAN TURNER GORDON LLP 5 /s/ Gabrielle A. Hamm WILLIAM M. NOALL 6 Nevada Bar No. 3549 GABRIELLE A. HAMM 7 Nevada Bar. No. 11588 MARK M. WEISENMILLER 8 Nevada Bar No. 12128 7251 Amigo Street, Suite 210 9 Las Vegas, Nevada 89119 Tel: (725) 777-3000 10 Fax: (725) 777-3112 Attorneys for Debtors 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 LIQUIDATION (AS REVISED) 2 3 Exhibit 1: Liquidating Trust Agreement 4 Exhibit 2: Bill of Sale, Assignment, Acceptance and Assumption Agreement 5 6 7 8 4817-4205-7446, v. 1 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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EXHIBIT 1 EXHIBIT 1

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LIQUIDATING TRUST AGREEMENT This Liquidating Trust Agreement (the “Liquidating Trust Agreement”) is made this [•] day of [•], 2021, by and among GUMP’S HOLDINGS, LLC, GUMP’S CORP., and GUMP’S BY MAIL, INC., each a debtor and debtor-in-possession (each a “Debtor” and, collectively, the “Debtors”), in case no. BK-S-18-14683-MKN, jointly administered with case no. BK-S-18-14684-MKN and case no. BK-S-18-14685-MKN (collectively, the “Cases”) pending in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) and _________________________, as trustee (the “Liquidating Trustee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as hereinafter defined). RECITALS WHEREAS, on August 3, 2018 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under Title 11 of the United States Code (the “Bankruptcy Code”) in the Bankruptcy Court; WHEREAS, on August 20, 2018, the Office of the United States Trustee (the “United States Trustee”) appointed the Official Committee of Unsecured Creditors pursuant to Section 1102(a)(1) of the Bankruptcy Code in the Cases (the “Committee”); WHEREAS, on March 5, 2021, Debtors filed Debtors’ Joint Plan of Liquidation (as Revised) pursuant to Title 11 of the Bankruptcy Code in the Bankruptcy Court (as the same has been or may be amended or supplemented and including exhibits and schedules thereto, the “Plan”); WHEREAS, on [•], 2021, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”); WHEREAS, the Effective Date of the Plan occurred on [•], 2021; WHEREAS, the Plan and the Confirmation Order provide for the establishment of this Liquidating Trust Agreement and the appointment of the Liquidating Trustee to administer the Liquidating Trust for the benefit of holders of a Liquidating Trust Beneficial Interest under the Plan; WHEREAS, the Plan and Confirmation Order contemplate, on the Effective Date, (a) the creation of a Liquidating Trust (the “Liquidating Trust”) and the creation of the beneficial interests in the Liquidating Trust solely for the benefit of holders of a Liquidating Trust Beneficial Interest (collectively, the “Beneficiaries” and, each individually, a “Beneficiary”), and (b) the Liquidating Trust Property will be vested with the Liquidating Trust as set forth in the Plan, including, without limitation, all of the assets, property, interests, and effects, real and personal, tangible and intangible, wherever situated, including Causes of Action, of the Debtors or the Debtors’ Estates as of the Effective Date (collectively, the “Liquidating Trust Property”); WHEREAS, the Liquidating Trust is established pursuant to the Plan and this Liquidating Trust Agreement as a “liquidating trust” in accordance with Treasury Regulation Section

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301.7701-4(d) and in compliance with Revenue Procedure 94-45, for the sole purpose of liquidating the Liquidating Trust Property and making distributions in accordance with the Plan, the Confirmation Order, and this Liquidating Trust Agreement, with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust and the Plan; and WHEREAS, the Liquidating Trust is intended to qualify as a “grantor trust” for U.S. federal income tax purposes pursuant to Sections 671 through 679 of the Tax Code, with the Beneficiaries treated for U.S. federal income tax purposes (i) as direct recipients of undivided interests in the Liquidating Trust Property (other than to the extent the Liquidating Trust Property are allocable to Disputed Claims) and as having immediately contributed such assets to the Liquidating Trust, and (ii) thereafter, as the grantors and owners of the Liquidating Trust and thus, the direct owners of an undivided interest in the Liquidating Trust Property (other than such Liquidating Trust Property that is allocable to Disputed Claims). NOW, THEREFORE, pursuant to the Plan and the Confirmation Order, in consideration of the promises, the mutual agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the parties hereby agree as follows: ARTICLE I DECLARATION OF TRUST Section 1.1 Creation and Purpose of the Liquidating Trust. The Debtors and the Liquidating Trustee hereby create the Liquidating Trust for the sole purpose of liquidating the Liquidating Trust Property and making distributions to the Beneficiaries in accordance with the Plan, the Confirmation Order, and this Liquidating Trust Agreement, and in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except only in the event and to the extent necessary for, and consistent with, the liquidating purpose of the Liquidating Trust. Section 1.2 Declaration of Trust. In order to declare the terms and conditions hereof, and in consideration of the confirmation of the Plan, the Debtors and the Liquidating Trustee have executed this Liquidating Trust Agreement and, effective on the Effective Date, all of the right, title, and interests of the Debtors and the Debtors’ Estates in and to the Liquidating Trust Property shall be absolutely and irrevocably assigned to and vested in the Liquidating Trust and to its successors in trust and its successors and assigns, to HAVE AND TO HOLD unto the Liquidating Trustee and its successors and assigns, to be held by the Liquidating Trust and applied on behalf of the Liquidating Trust by the Liquidating Trustee, on and subject to the terms and conditions of this Liquidating Trust Agreement, the Plan and the Confirmation Order, solely for the benefit of the Beneficiaries and their successors and assigns as provided for in this Liquidating Trust Agreement and in the Plan and Confirmation Order, and for no other party. Section 1.3 Vesting and Transfer of Assets to the Liquidating Trust. On the Effective Date, pursuant to Bankruptcy Code Section 1123(b)(3), the Liquidating Trust Property shall vest in the Liquidating Trust, free and clear of all Claims, Liens, Interests, encumbrances, and contractually imposed restrictions, except as otherwise specifically provided in this Plan or in the

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Confirmation Order; provided, however, that the Liquidating Trustee may abandon or otherwise not accept any non-Cash Liquidating Trust Property that the Liquidating Trustee believes, in good faith, have no value to the Liquidating Trust. Any non-Cash Liquidating Trust Property that the Liquidating Trustee so abandons or otherwise does not accept shall not be property of the Liquidating Trust. The Liquidating Trust Property includes, without limitation: all of the assets, property, interests, and effects, real and personal, tangible and intangible, wherever situated, including Causes of Action, of the Debtors or Debtors’ Estates as of the Effective Date, whether arising before or after the Petition Date. The Liquidating Trustee shall have no duty to arrange for any of the transfers contemplated hereunder or by the Plan or to ensure their compliance with the terms of the Plan and the Confirmation Order, and shall be conclusively entitled to rely on the legality and validity of such transfers. Moreover, subject to the Confirmation Order or another prior Court Order to be entered in the Cases upon prior notice to creditors and other parties in interest, on the Effective Date, all privileges with respect to any Liquidating Trust Property, including without limitation the attorney/client privilege, work product protection, or other privilege or immunity attaching to any documents or communications, to which the Debtors or Debtors’ Estates are entitled shall be automatically vested in, and available for assertion by or waiver by the Liquidating Trustee on behalf of the Liquidating Trust. The vesting of the attorney/client privilege, work product protection, or other privilege or immunity attaching to any documents or communications in the Liquidating Trustee is not intended as, and will not constitute or affect, a waiver of any such privilege, protection or immunity in favor of any creditor, party in interest or other third party. However, nothing herein shall preclude the Debtors or any other creditor or party in interest from contesting the scope or applicability of any such privilege, assertion, or waiver. To the extent any of the foregoing does not automatically occur on the Effective Date or is not effectuated through the Confirmation Order or this Liquidating Trust Agreement, Debtors shall, to the extent practicable, execute such other and further documents as are reasonably necessary to effectuate all of the foregoing and shall reasonably cooperate with the Liquidating Trustee in transitioning the administration of the Liquidating Trust Property to the Liquidating Trust. To the extent any law or regulation prohibits the transfer of ownership of any of the Liquidating Trust Property to the Liquidating Trust and such law is not superseded by the Bankruptcy Code, the Liquidating Trust’s interest shall be a lien upon and security interest in such Liquidating Trust Property, in trust for the sole use and purposes set forth in this Liquidating Trust Agreement, Plan and Confirmation Order, which shall be deemed a security agreement granting such interest thereon without need to file financing statements or mortgages. Section 1.4 Funding of the Trust. The Liquidating Trust shall be funded on the Effective Date by the transfer of the Liquidating Trust Property, to the extent provided for in Sections 1.2 and 1.3 above and in the Plan and Confirmation Order. Section 1.5 Acceptance by Liquidating Trustee. The Liquidating Trustee hereby accepts the trust imposed upon it by this Liquidating Trust Agreement and agrees to observe and perform that trust on and subject to the terms and conditions set forth in this Liquidating Trust Agreement, the Plan, and the Confirmation Order. In connection with and in furtherance of the purposes of the Liquidating Trust, the Liquidating Trustee hereby accepts the funding for the Liquidating Trust, including without limitation, the transfer of the Liquidating Trust Property. Section 1.6 Name of the Liquidating Trust. The Liquidating Trust established hereby shall be known as the “Gump’s Liquidating Trust.”

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Section 1.7 Capacity of Trust. To the fullest extent permitted by applicable law and notwithstanding anything herein to the contrary, the Liquidating Trust shall itself have the capacity to act or refrain from acting, on its own behalf, including the capacity to sue and be sued. The Liquidating Trustee, solely in its capacity as Liquidating Trustee, may alone be the named movant, respondent, party plaintiff or defendant, or the like in all adversary proceedings, contested matters, and other state and federal proceedings brought by or against it, and may settle and compromise all such matters in its own name. ARTICLE II THE LIQUIDATING TRUSTEE Section 2.1 Appointment. The Liquidating Trustee shall be appointed by the Committee pursuant to this Liquidating Trust Agreement, the Plan, the Confirmation Order, and Section 1123(b)(3) of the Bankruptcy Code and 26 U.S.C. § 6012(b)(3). The Liquidating Trustee’s appointment shall continue until the earlier of (a) the termination of the Liquidating Trust or (b) the Liquidating Trustee’s resignation, death, dissolution, removal, or liquidation. The Liquidating Trustee shall be the exclusive trustee of the Debtors’ Estates under Title 11 of the Bankruptcy Code for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 601(b)(3). Section 2.2 General Powers. Except as otherwise provided in this Liquidating Trust Agreement, the Plan, or the Confirmation Order, the Liquidating Trustee may control and exercise authority over the Liquidating Trust Property, over the acquisition, management, and disposition thereof, and over the management and conduct of the affairs of the Liquidating Trust. Nothing in this Liquidating Trust Agreement shall be deemed to prevent the Liquidating Trustee from taking, or failing to take, any action that, based upon the advice of counsel or other professionals, it determines it is obligated to take (or fail to take) in the performance of any fiduciary or similar duty which the Liquidating Trustee owes to the Beneficiaries or any other Person. No person dealing with the Liquidating Trust shall be obligated to inquire into the Liquidating Trustee’s authority in connection with the acquisition, management, or disposition of Liquidating Trust Property. Without limiting the foregoing, and unless specifically limited, restricted, waived, or released by the Plan, the Confirmation Order, or other provisions of this Liquidating Trust Agreement, the Liquidating Trustee shall be expressly authorized to, with respect to the Liquidating Trust and the Liquidating Trust Property, and may cause the Liquidating Trust to: (a) To act on behalf of the Liquidating Trust, including the right to effect all actions and execute all agreements, instruments and other documents, and exercise all rights and privileges previously held by the Debtors, necessary or convenient to implement the provisions of this Liquidating Trust Agreement; (b) With respect to any Liquidating Trust Asset, to exercise in a manner not inconsistent with the Plan or Confirmation Order all power and authority that may be or could have been exercised, commence all proceedings that may be or could have been commenced and take all actions that may be or could have been taken by any member, officer, director, member, or shareholder of the Debtors with like effect as if authorized, exercised and taken by unanimous action of such officers, directors, members, and shareholders;

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(c) To authorize and make distributions to holders of any Liquidating Trust Beneficial Interest provided for or contemplated under the Plan, the Confirmation Order, or this Liquidating Trust Agreement; (d) To make decisions, without further Bankruptcy Court approval, regarding the retention or engagement of professionals, employees and consultants by the Liquidating Trust and the Liquidating Trustee and to pay the fees and charges incurred by the Liquidating Trustee on the Liquidating Trust’s behalf on or after the Effective Date for fees and expenses of professionals (including those retained by the Liquidating Trustee), disbursements, expenses or related support services relating to the Liquidating Trust; (e) To (i) file, if necessary, any and all tax and information returns required with respect the Liquidating Trust as a grantor trust pursuant to Treasury Regulations Section 1.671-4(a) or otherwise, (ii) make tax elections by and on behalf of the Liquidating Trust, and (iii) pay taxes, if any, payable by the Liquidating Trust; (f) To abandon in any commercially reasonable manner, including abandonment or donation to a charitable organization of its choice, any Liquidating Trust Asset in the reasonable business judgment of the Liquidating Trustee; (g) Except as otherwise set forth herein, to prosecute and/or settle any Avoidance Action, with or without approval of the Bankruptcy Court, and exercise, participate in or initiate any proceeding before the Bankruptcy Court or any other court of appropriate jurisdiction and participate as a party or otherwise in any administrative, arbitrative, or other nonjudicial proceeding, and pursue to settlement or judgment such Avoidance Action; (h) To purchase or create and carry all insurance policies and pay all insurance premiums and costs the Liquidating Trustee deems necessary or advisable; (i) To collect and liquidate and/or distribute all Liquidating Trust Property pursuant to the Plan, the Confirmation Order, and this Liquidating Trust Agreement; (j) To hold any legal title to any and all of the Liquidating Trust Property; (k) If any Liquidating Trust Asset is situated in any state or other jurisdiction in which the Liquidating Trustee is not qualified to act as trustee, to nominate and appoint a Person duly qualified to act as trustee in such state or jurisdiction and require from each such trustee such security as may be designated by the Liquidating Trustee in its discretion; confer upon such trustee all the rights, powers, privileges and duties of the Liquidating Trustee hereunder, subject to the conditions and limitations of this Liquidating Trust Agreement, except as modified or limited by the Liquidating Trustee and except where the conditions and limitations may be modified by the laws of such state or other jurisdiction (in which case, the laws or the state or jurisdiction in which the trustee is acting shall prevail to the extent necessary); require such trustee to be answerable to the Liquidating Trustee for all monies, assets and other property that may be received in connection with the administration of all property; and remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Liquidating Trustee of a written instrument declared such trustee removed from office, and specifying the effective date and time of removal;

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(l) Exercise such other powers as may be vested in or assumed by the Liquidating Trustee pursuant to the Plan, this Liquidating Trust Agreement, the Confirmation Order, other orders of the Bankruptcy Court, or as may be necessary and proper to carry out the provisions of the Plan; (m) Solely with respect to any Liquidating Trust Asset, the Liquidating Trustee shall stand in the same position as the Debtors with respect to any claim the Debtors may have to an attorney-client privilege, the work-product doctrine, or any other privilege. The Liquidating Trustee shall also succeed to the Debtors’ rights to preserve, assert or waive any such privilege; and (n) Open and maintain bank accounts on behalf of or in the name of the Liquidating Trust, calculate and make Distributions, and take other actions consistent with the Plan and the Confirmation Order and the implementation thereof, including the establishment, re-evaluation, adjustment, and maintenance of appropriate reserves, in the name of the Liquidating Trust, provided that, except with respect to the Disputed Claim Reserve, the Liquidating Trustee need not maintain the Liquidating Trust’s reserves in segregated bank accounts and may pool funds in the reserves with each other and other funds of the Liquidating Trust; provided, however, that the Liquidating Trustee shall treat all such reserved funds as being held in segregated accounts in its books and records. Section 2.3 Safekeeping and Investment of Trust Assets. All monies and other assets received by the Liquidating Trustee shall, until distributed or paid over as provided herein and in the Plan, be held in trust for the benefit of the Beneficiaries, but need not be segregated in separate accounts from other Liquidating Trust Property, unless and to the extent required by law or the Plan or this Liquidating Trust Agreement. The Liquidating Trustee shall not be under any obligation to invest Liquidating Trust Property. Neither the Liquidating Trust nor the Liquidating Trustee shall have any liability for interest or producing income on any monies received by them and held for Distribution or payment to the Beneficiaries, except as such interest shall actually be received by the Liquidating Trust or Liquidating Trustee, which shall be distributed as provided in the Plan. The powers of the Liquidating Trustee to invest any monies held by the Liquidating Trust, other than those powers reasonably necessary to maintain the value of the Liquidating Trust Property and to further the Liquidating Trust’s liquidating purpose, shall be limited to powers to invest in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as treasury bills; provided, however, that the scope of permissible investments shall be limited to include only those investments that a Liquidating Trust, within the meaning of Treasury Regulation Section 3.01.7701-4(d), may be permitted to hold pursuant to the Treasury Regulations, or any modification of the Internal Revenue Service (the “IRS”) guidelines, whether set forth in IRS rulings, IRS pronouncements or otherwise. Notwithstanding the foregoing, the Liquidating Trustee shall not be prohibited from engaging in any trade or business on its own account, provided that such activity does not interfere or conflict with the Liquidating Trustee’s administration of the Liquidating Trust. Section 2.4 Retention of Professionals. The Liquidating Trustee shall retain such legal counsel as may be appropriate in accordance with the terms of the Plan and this Liquidating Trust Agreement.

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Section 2.5 Compensation of Liquidating Trustee and its Agents and Professionals. The Liquidating Trustee shall be entitled to receive reasonable compensation for the performance of its duties after the Effective Date as set forth on Exhibit A. Any successor to the Liquidating Trustee shall also be entitled to reasonable compensation in connection with the performance of its duties, which compensation may be different from the terms provided herein, plus the reimbursement of reasonable out-of-pocket expenses. Section 2.6 Abandonment; Donation. If, in the Liquidating Trustee’s reasonable judgment, any Liquidating Trust Asset cannot be sold or distributed in a commercially reasonable manner or the Liquidating Trustee believes in good faith that such Liquidating Trust Asset has inconsequential value to the Liquidating Trust or its Beneficiaries or is insufficient to render a further distribution practicable, the Liquidating Trustee shall have the right to cause the Liquidating Trust to abandon or otherwise dispose of such Liquidating Trust Asset, including by donation of any remaining funds to a charitable institution qualified as a not-for-profit corporation, under applicable federal and state laws without further order form the Bankruptcy Court. Section 2.7 Responsibility for Administration of Claims. As of the Effective Date, the Liquidating Trustee shall become responsible for administering and paying Distributions to Beneficiaries of the Liquidating Trust in accordance with the Plan. The Liquidating Trustee shall have the exclusive right to object to the allowance of any Claim on any ground and shall be entitled to assert all defenses of the Debtors and the Debtors’ Estates. The Liquidating Trustee shall also be entitled to assert all of the Debtors’ Estates’ rights under, without limitation, Section 558 of the Bankruptcy Code. The Liquidating Trustee may also seek estimation of any Disputed Claim under and subject to Section 502(c) of the Bankruptcy Code. Section 2.8 No Implied Obligations. No implied covenants or obligations shall be read into this Liquidating Trust Agreement against the Liquidating Trustee. Section 2.9 Disputed Claims Reserve. The Liquidating Trustee shall establish and maintain the Disputed Claims Reserve that shall consist of Cash necessary for the Liquidating Trustee to make distributions under the Plan and the Liquidating Trust Agreement with respect to the Allowed Class 3(a) General Unsecured Claims (Holdings), Allowed Class 3(b) General Unsecured Claims (Retail), and Allowed Class 3(c) General Unsecured Claims (Direct) (collectively, the “General Unsecured Claims”) that have not been Allowed as of the date for any distribution on account of such Claims under the Plan if such Disputed Claims were to become Allowed Claims, pending the allowance or disallowance of such Disputed Claims. In the event the Liquidating Trustee wishes to deposit or hold a lesser amount than required hereunder and is unable to reach an agreement with the Holder of such Disputed Claim on the amount to be deposited or held, the Bankruptcy Court shall fix the amount after notice and hearing. The Disputed Claims Reserve is a separate and distinct reserve. The Liquidating Trustee shall be authorized to make distributions from the Disputed Claims Reserve upon Final Order with respect to the General Unsecured Claims, to the Holder of such Disputed Claim, to the extent it has been determined to be an Allowed Claim, as soon as reasonably practical, in an amount of payment or Distribution to which it would have been entitled if the portion of the Claim so allowed had been allowed as of the Effective Date, in accordance with the Plan and the Confirmation Order.

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Section 2.10 Replacement of the Liquidating Trustee. The Liquidating Trustee may resign at any time upon thirty (30) days’ written notice filed with the Bankruptcy Court, provided that such resignation shall only become effective upon the appointment of a permanent or interim successor Liquidating Trustee. The Bankruptcy Court may remove the Liquidating Trustee for cause, upon motion and after notice and a hearing, which motion may be brought by any party in interest. In the event of the resignation or removal, death or incapacity of the Liquidating Trustee, the Bankruptcy Court shall designate another Person to serve as Liquidating Trustee and thereupon the successor Liquidating Trustee shall become fully vested with all of the rights, powers, duties and obligations of its predecessor; provided, however, that the Liquidating Trustee shall be deemed removed on the date the Chapter 11 Cases are closed, and no successor thereto shall be designated. The Liquidating Trustee and its professionals shall be entitled to compensation payable from the Liquidating Trust Property as set forth in this Liquidating Trust Agreement. Upon its appointment, the successor Liquidating Trustee, without any further act, shall become fully vested with all of the rights, powers, duties, and obligations of its predecessor, except as to amounts payable under Section 2.5 above, and all responsibilities of the predecessor Liquidating Trustee relating to the Liquidating Trust shall be terminated. The provisions of Article V of this Liquidating Trust Agreement shall survive the resignation or removal of any Liquidating Trustee. Section 2.11 Liquidating Trust Continuance. The death, dissolution, liquidation, resignation, or removal of the Liquidating Trustee shall not terminate the Liquidating Trust or revoke any existing agency created by the Liquidating Trustee pursuant to this Liquidating Trust Agreement or invalidate any action theretofore taken by the Liquidating Trustee, and the provisions of this Liquidating Trust Agreement shall be binding upon and inure to the benefit of the successor Liquidating Trustee and all its successors or assigns. ARTICLE III PROSECUTION AND RESOLUTION OF CAUSES OF ACTION Section 3.1 Exclusive Authority to Pursue, Settle, or Abandon Certain Causes of Action. Pursuant to Section 5.3.14 of the Plan, from and after the Effective Date, the Liquidating Trustee shall have exclusive rights, powers, and interests of the Debtors’ Estates to pursue, settle or abandon any existing or potential Avoidance Actions, Commercial Tort Claims, and objections to General Unsecured Claims made prior to the Effective Date, and to make any objections to General Unsecured Claims after the Effective Date, as the sole representative of the Debtors’ Estates pursuant to Bankruptcy Code section 1123(b)(3), by informal demand and/or commencement of litigation. The Liquidating Trustee, on behalf of the Liquidating Trust, may pursue such Avoidance Actions, Commercial Tort Claims, and objections to General Unsecured Claims, in its sole discretion. From and after the Effective Date, the Liquidating Trustee may litigate to judgment, propose settlements of, or withdraw objections to, all pending or filed Disputed Claims and may settle or compromise any Disputed Claim without notice and a hearing and without approval of the Bankruptcy Court. Section 3.2 Court Approval. Nothing herein shall preclude the Liquidating Trustee from seeking Bankruptcy Court approval of any settlement or compromise of any Avoidance Action, Commercial Tort Claims, or Disputed Claim, nor shall any provision hereof be construed as limiting the jurisdiction of the Bankruptcy Court to hear and determine any such request for relief.

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Section 3.3 Ability to Seek and Obtain Discovery. From and after the Effective Date, the Liquidating Trustee shall have the ability to seek and obtain examination (including documents discovery and depositions) under Bankruptcy Rule 2004 against any Person or Entity, and the Bankruptcy Court shall retain jurisdiction to order examinations (including examinations under Bankruptcy Rule 2004) against any person or Entity, and to hear all matters with respect to the same. ARTICLE IV LIABILITY OF LIQUIDATING TRUSTEE Section 4.1 Standard of Care; Exculpation. Neither the Liquidating Trustee, nor any director, officer, member, affiliate, employee, employer, professional, successor, assign, agent, or representative of the Liquidating Trust, or the Liquidating Trustee(each, an “Exculpated Party” and collectively, the “Exculpated Parties”) shall be liable for any losses, claims, damages, liabilities, obligations, settlements, proceedings, suits, judgments, causes of action, litigation, actions, or investigations (whether civil or administrative and whether sounding in tort, contract or otherwise), penalties, costs, and expenses, including reasonable fees and disbursements (collectively referred to herein as “Losses”), whether or not in connection with litigation in which any Exculpated Party is a party, or enforcing this Liquidating Trust Agreement (including these exculpation provisions), as and when imposed on an Exculpated Party, incurred, caused by, relating to, based upon or arising out of (directly or indirectly) the Liquidating Trustee’s execution, delivery, and acceptance of or the performance or nonperformance of its powers, duties and obligations under this Liquidating Trust Agreement, the Plan, or the Confirmation Order or as may arise by reason of any action, omission or error of an Exculpated Party; provided, however, that the foregoing limitation shall not apply to any Losses found in a final judgment by a court of competent jurisdiction (not subject to further appeal or review) to have resulted primarily and directly from the fraud, gross negligence, or willful misconduct of such Exculpated Party. Every act taken or omitted, power exercised or obligation assumed by the Liquidating Trustee or any Exculpated Party pursuant to the provisions of this Liquidating Trust Agreement shall be held to be taken or omitted, exercised, or assumed, as the case may be, by the Liquidating Trustee or any Exculpated Party acting for and on behalf of the Liquidating Trust and not otherwise; provided, however, that none of the foregoing Entities or persons are deemed to be responsible for any other such Entities’ or persons’ actions or inactions. Except as provided in the first provision of the first sentence of this Section 4.1, every Person contracting or otherwise dealing with or having any relationship with the Liquidating Trust or any Exculpated Party shall have recourse only to the Liquidating Trust Property for payment of any liabilities or other obligations arising in connection with such contracts, dealings or relationships, and the Liquidating Trust and the Exculpated Parties shall not be individually liable therefore. In no event shall an Exculpated Party be liable for indirect, punitive, special, incidental, or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Exculpated Party had been informed of the likelihood of such loss or damages and regardless of the form of action. Except as provided in the first proviso of the first sentence of this Section 4.1, any liability of the Liquidating Trustee under this Liquidating Trust Agreement will be limited to the amount of annual fees paid to the Liquidating Trustee.

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Section 4.2 Indemnification. (a) The Liquidating Trustee, and any director, officer, member, affiliate, employee, employer, professional, successor, assign, agent, or representative of the Liquidating Trust, the Liquidating Trustee (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) shall be defended, held harmless, and indemnified from time to time by the Liquidating Trust against any and all Losses, including, without limitation, the costs for counsel or others in investigating, preparing, defending, or settling any action or claim, whether or not in connection with litigation in which any Indemnified Party is a party, or enforcing this Liquidating Trust Agreement (including these indemnity provisions), as and when imposed on the Indemnified Party, incurred, caused by, relating to, based upon or arising out of (directly or indirectly) the Liquidating Trustee’s execution, delivery, and acceptance of or the performance or nonperformance of its powers, duties, and obligations under this Liquidating Trust Agreement, the Plan, or the Confirmation Order or as may arise by reason of any action, omission, or error of an Indemnified Party; provided, however, such indemnity shall not apply to any such Losses to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal or review) to have resulted primarily and directly from the fraud, gross negligence, or willful misconduct of such Indemnified Party. Satisfaction of any obligation of the Liquidating Trust arising pursuant to the terms of this Section shall be payable only from the Liquidating Trust Property, shall be advanced prior to the conclusion of such matter, and such right to payment shall be prior and superior to any other rights of Beneficiaries to receive a distribution of the Liquidating Trust Property (other than to the prior payment in Cash or the creation of the Claims Reserves as set forth in the Plan, the Confirmation Order, and this Liquidating Trust Agreement). (b) The Liquidating Trust shall promptly pay to the Indemnified Party the expenses set forth in subparagraph (a) above upon submission of invoices therefore on a current basis. Each Indemnified Party hereby undertakes, and the Liquidating Trust hereby accepts its undertaking, to repay any and all such amounts so paid by the Liquidating Trust if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefore under this Liquidating Trust Agreement. Section 4.3 No Liability for Acts of Successor/Predecessor Liquidating Trustees. Upon the appointment of a successor Liquidating Trustee and the delivery of the Liquidating Trust Property to the successor Liquidating Trustee, the predecessor Liquidating Trustee and any director, officer, affiliate, employee, employer, professional, agent, or representative of the predecessor Liquidating Trustee shall have no further liability or responsibility with respect to such Liquidating Trust Property. A successor Liquidating Trustee shall have no duty to examine or inquire into the acts or omissions of its immediate or remote predecessor and no successor Liquidating Trustee shall be in any way liable for the acts or omissions of any predecessor Liquidating Trustee unless a successor Liquidating Trustee expressly assumes such responsibility. A predecessor Liquidating Trustee shall have no liability for the acts or omissions of any immediate or subsequent successor Liquidating Trustee for any events or occurrences subsequent to the cessation of its role as Liquidating Trustee. Section 4.4 Reliance by Liquidating Trustee on Documents or Advice of Counsel or Other Professionals. Except as otherwise provided in this Liquidating Trust Agreement, the Liquidating Trustee, any director, officer, member, affiliate, employee, employer, professional,

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agent, or representative of the Liquidating Trustee may rely, and shall be protected from liability for acting or failing to act, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document reasonably believed by the Liquidating Trustee to be genuine and to have been presented by an authorized party. The Liquidating Trustee shall be liable for any action taken or omitted or suffered by the Liquidating Trustee in reasonable reliance upon the advice of counsel or other professionals engaged by the Liquidating Trustee in accordance with this Liquidating Trust Agreement. The Liquidating Trustee shall be fully indemnified by the Liquidating Trust for or in respect of any action taken, suffered or omitted by it and in accordance with such advice or opinion. Section 4.5 Conflicts of Interest. The Liquidating Trustee will appoint a disinterested person to handle any matter where the Liquidating Trustee has identified a conflict of interest or the Bankruptcy Court, on motion of a party in interest, determines one exists. In the event the Liquidating Trustee is unwilling or unable to appoint a disinterested person to handle any such matter, the Bankruptcy Court, on notice and hearing, may do so. Section 4.6 Insurance. The Liquidating Trustee may purchase, using the Liquidating Trust Property, and carry all insurance policies and pay all insurance premiums and costs the Liquidating Trustee deem reasonably necessary or advisable, including, without limitation, purchasing any errors and omissions insurance with regard to any Losses it may incur, arising out of or due to its actions or omissions, or consequences of such actions or omissions, other than as a result of fraud or willful misconduct, with respect to the implementation and administration of the Plan, the Confirmation Order, or this Liquidating Trust Agreement. Section 4.7 No Liability for Good Faith Error of Judgment. The Liquidating Trustee and members shall not be liable for any error of judgment made in good faith, unless it shall be finally determined by a final judgment of a court of competent jurisdiction (not subject to further appeal or review) that the Liquidating Trustee was grossly negligent in ascertaining the pertinent facts. Section 4.8 Survival. The provisions of this Article IV shall survive the termination of this Liquidating Trust Agreement and the death, resignation, removal, liquidation, dissolution, or replacement of the Liquidating Trustee. ARTICLE V GENERAL PROVISIONS CONCERNING ADMINISTRATION OF THE LIQUIDATING TRUST Section 5.1 Responsibilities of the Liquidating Trust. Without limiting any of the duties and responsibilities of the Liquidating Trustee otherwise set forth in this Liquidating Trust Agreement or the Plan, the responsibilities of the Liquidating Trustee under this Liquidating Trust Agreement and the Plan shall include, without limitation, the following: (a) the receipt of the Liquidating Trust Property; (b) the establishment and maintenance of such operating, reserve and trust account(s) as are necessary and appropriate to carry out the terms of the Liquidating Trust and the Plan; (c) the investment of Cash that is a permissible Liquidating Trust Asset; (d) the prosecution, settlement or abandonment of any Avoidance Actions and Commercial Tort Claims; and (e) such other responsibilities as may be vested in the Liquidating Trustee pursuant to this

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Liquidating Trust Agreement, the Plan, the Confirmation Order, other Bankruptcy Court Orders, or as otherwise may be necessary and proper to carry out the provisions of the Plan. Section 5.2 Register of Beneficiaries. The Liquidating Trustee shall maintain a record of the names and addresses of all Holders of Allowed Claims as of the Effective Date for purposes of mailing Distributions to them and shall provide a copy to the Liquidating Trustee (the “Register”). The Liquidating Trustee may rely on the name and address set forth in the Debtors’ Schedules and/or Proofs of Claim and the ledger and records regarding Holders of Equity Securities as of the Record Date as being true and correct unless and until notified otherwise in writing. Section 5.3 Books and Records. (a) Upon the Effective Date, all of Debtors’ books and records as they relate to the Liquidating Trust Property shall vest in the Liquidating Trust. For the purpose of this Section 5.3, books and records include computer generated or computer maintained books and records and computer data, as well as electronically generated or maintained books and records or data, along with books and records of the Debtors maintained by or in possession of third parties and all of the claims and rights of the Debtors in and to their books and records, wherever located. (b) The Liquidating Trustee also shall maintain in respect of the Liquidating Trust and the Beneficiaries books and records relating to the Liquidating Trust Property and any income or proceeds realized therefrom and the payment of expenses of and claims against or assumed by the Liquidating Trust in such detail and for such period of time as may be necessary to enable it to make full and proper reports in respect thereof. Except as expressly provided in this Liquidating Trust Agreement, the Plan, or the Confirmation Order, or as may be required by applicable law (including securities law), nothing in this Liquidating Trust Agreement is intended to require the Liquidating Trustee to file any accounting or seek approval of any court with respect to the administration of the Liquidating Trust, or as a condition for making any payment or distribution out of the Liquidating Trust Property. Beneficiaries shall have the right upon thirty (30) days’ prior written notice delivered to the Liquidating Trustee to inspect the Liquidating Trust’s books and records, provided such Beneficiary shall have (i) entered into a confidentiality agreement in form and substance reasonably satisfactory to the Liquidating Trustee and (ii) agreed to pay all reasonable costs related to such inspection. Satisfaction of the foregoing condition notwithstanding, if (a) the Liquidating Trustee determines in good faith that the inspection of the Liquidating Trust’s books and records by any Beneficiary would be detrimental to the Liquidating Trust or (b) such Beneficiary is a defendant (or potential defendant) in a pending (or potential) action brought by the Liquidating Trust, including any Claim objection, the Liquidating Trust may deny such request for inspection. The Bankruptcy Court shall resolve any dispute between any Beneficiary and the Liquidating Trustee under this Section 6.3. (c) The books and records maintained by the Liquidating Trustee may be disposed of by the Liquidating Trustee at the later of (i) such time as the Liquidating Trustee determines that the continued possession or maintenance of such books and records is no longer necessary for the benefit of the Liquidating Trust or its Beneficiaries or (ii) upon the termination and completion of the winding down of the Liquidating Trust.

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Section 5.4 United States Trustee Quarterly Fees. After the Effective Date, the Liquidating Trustee shall pay on behalf of, and from the Cash of, the Liquidating Trust, the quarterly fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) and the applicable provisions of the Bankruptcy Code and Bankruptcy Rules. Section 5.5 Final Accounting of Liquidating Trustee. The Liquidating Trustee (or any such successor Liquidating Trustee) shall within thirty (30) days after the termination of the Liquidating Trust or the death, dissolution, liquidation, resignation, or removal of the Liquidating Trustee, render an accounting containing the following information: (a) A description of the Liquidating Trust Property; (b) A summarized accounting in sufficient detail of all gains, losses, receipts, disbursements and other transactions in connection with the Liquidating Trust and the Liquidating Trust Property during the Liquidating Trustee’s term of service, including their source and nature; (c) Separate entries for all receipts of principal and income; (d) The ending balance of all Liquidating Trust Property as of the date of the accounting, including the Cash balance on hand and the name(s) and location(s) of the depository or depositories where the Cash is kept; (e) All known liabilities of the Liquidating Trust; and (f) All pending actions. Section 5.6 Filing of Accounting. The final accounting described in Section 5.5 shall be filed with the Bankruptcy Court. ARTICLE VI BENEFICIAL INTERESTS AND BENEFICIARIES Section 6.1 Trust Beneficial Interests. Each Holder of a General Unsecured Claim shall be entitled to receive a Liquidating Trust Beneficial Interest in accordance with the treatment of such Claim under the Plan and this Liquidating Trust Agreement, and shall be entitled to Distributions as set forth in the Plan. Section 6.2 Interest Beneficial Only. Ownership of a Liquidating Trust Beneficial Interest shall not entitle any Beneficiary to any title in or to the Liquidating Trust Property or to any right to call for a partition or division of the Liquidating Trust Property or to require an accounting. Section 6.3 Evidence of Beneficial Interest. Ownership of a Liquidating Trust Beneficial Interest shall not be evidenced by any certificate, security, or receipt or in any other form or manner whatsoever. Section 6.4 Exemption from Registration. The parties hereto intend that the rights of the holders of the beneficial interests arising under this Liquidating Trust Agreement shall not be

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“securities” under applicable laws, but none of the parties hereto represents or warrants that such rights shall not be securities or shall be entitled to exemption from registration under applicable securities laws. To the extent that the Liquidating Trust Beneficial Interests are deemed to be “securities,” the issuance of such interests under the Plan are exempt pursuant to Section 1145 of the Bankruptcy Code, and from registration under the Securities Act of 1933, as amended, and any applicable U.S. federal, state and local laws requiring registration of securities. Section 6.5 Transfers of Beneficial Interests. Liquidating Trust Beneficial Interests shall be uncertificated and nontransferable except upon death of the interest holder or by operation of law. The Liquidating Trust shall not have any obligation to recognize any transfer of Claims occurring after the Record Date. Only those Holders of Claims of record stated on the transfer ledgers as of the close of business on the Record Date, to the extent applicable, shall be entitled to be recognized for all purposes hereunder. Section 6.6 Absolute Owners. The Liquidating Trustee may deem and treat the Beneficiary reflected as the owner of a Liquidating Trust Beneficial Interest on the Register as the absolute owner thereof for the purposes of receiving Distributions and payments on account thereof for federal and state income tax purposes and for all other purposes whatsoever. In no event shall the Debtors be deemed to have any ownership interest in the Liquidating Trust for federal or state income tax purposes. Section 6.7 Change of Address. A Beneficiary may, after the Effective Date, select an alternative distribution address by filing a notice with the Bankruptcy Court (with a copy served on the Liquidating Trustee) identifying such alternative distribution address. Absent such notice, the Liquidating Trustee shall not recognize any such change of distribution address. Such notification shall be effective only upon receipt by the Liquidating Trustee. Section 6.8 Effect of Death, Dissolution, Incapacity, or Bankruptcy of Beneficiary. The death, dissolution, incapacity, or bankruptcy of a Beneficiary during the term of the Liquidating Trust shall not operate to terminate the Liquidating Trust during the term of the Liquidating Trust nor shall it entitle the representative or creditors of the deceased, incapacitated or bankrupt Beneficiary to an accounting or to take any action in any court or elsewhere for the distribution of the Liquidating Trust Property or for a partition thereof, nor shall it otherwise affect the rights and obligations of the Beneficiary under this Liquidating Trust Agreement or in the Liquidating Trust. Section 6.9 Standing. Except as expressly provided in this Liquidating Trust Agreement, the Plan or the Confirmation Order, a Beneficiary does not have standing to direct the Liquidating Trustee to do or not to do any act or to institute any action or proceeding at law or in equity against any party upon or with respect to the Liquidating Trust Property. ARTICLE VII PROCEDURES FOR RESOLVING AND TREATING DISPUTED CLAIMS Section 7.1 Incorporation of Plan Provisions. As of the Effective Date, the Liquidating Trustee shall have the exclusive right and authority to (a) make, file and prosecute objections to all General Unsecured Claims, and (b) litigate to judgment, propose settlements of, compromise or otherwise resolve or withdraw any objections to, all pending or filed Disputed Claims and may

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settle or compromise any Disputed Claim without notice and a haring and without approval of the Bankruptcy Court. The Liquidating Trustee shall have until the first Business Day that is six (6) months after the Effective Date to file all objections to Claims and serve such objections upon the Holders of the affected Claims; provided, however, the Liquidating Trustee shall, for good cause, have the right to seek authority from the Bankruptcy Court to extend the dates for filing and serving the objections to the Holders of such Claims. Section 7.2 Disputed Claim Reserves. (a) The Liquidating Trustee shall administer the Disputed Claim Reserve in accordance with the terms set forth in Section 2.9 above, in Section 12.1 of the Plan and as otherwise provided herein and in the Plan. (b) The Liquidating Trustee shall make Distributions from Cash from the Liquidating Trust and from the Disputed Claim Reserve only to the extent provided for by the Plan. (c) The Disputed Claim Reserve shall be closed and extinguished by the Liquidating Trustee when all Distributions and other dispositions of Cash or other property required to be made therefrom under the Plan and this Liquidating Trust Agreement have been made as determined by the Liquidating Trustee. Upon closure of the Disputed Claim Reserve, all Cash and other property held in the Disputed Claim Reserve shall revest in the Liquidating Trust as a part of the general Liquidating Trust Property. (d) Except to the extent provided in the Plan on the Effective Date, the Liquidating Trustee shall have no duty to fund any the Disputed Claim Reserve. (e) Any property or notice which a Person is or becomes entitled to receive pursuant to the Plan and this Liquidating Trust Agreement may be delivered by regular mail, postage prepaid, in an envelope addressed to that person’s address listed in the Register. Property distributed in accordance with this subsection shall be deemed delivered to such person regardless of whether such property is actually received by that person. Notice given in accordance with this subsection shall be effective only upon receipt. ARTICLE VIII DISTRIBUTIONS Section 8.1 Distributions to Beneficiaries from Liquidating Trust Property. (a) All payments to be made by the Liquidating Trust to any Beneficiary shall be made only in accordance with the Plan, the Confirmation Order and this Liquidating Trust Agreement and from the Liquidating Trust Property (or from the income and proceeds realized from the Liquidating Trust Property) net of the Liquidating Trust Reserve, as defined in Section 8.2 below, the Disputed Claim Reserve, and other reserves established by the Liquidating Trustee, if any, and only to the extent that the Liquidating Trust has sufficient Liquidating Trust Property (or income and proceeds realized from the Liquidating Trust Property) to make such payments in accordance with and to the extent provided for in the Plan, the Confirmation Order, and this Liquidating Trust Agreement.

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(b) The holders of the Liquidating Trust Beneficial Interests shall be entitled to receive their Pro Rata share of the Liquidating Trust Property, after all costs and expenses of the Liquidating Trust, including without limitation, the establishment of the Liquidating Trust Reserve, the Disputed Claim Reserve, and any other reserves established by the Liquidating Trustee; provided however, that all Liquidating Trust Property be distributed subject to the following waterfall: First, to satisfy in full any outstanding expenses arising from the administration of the Liquidating Trust; and second, pro rata, to the holders of Liquidating Trust Beneficial Interests until such holders have received, in the aggregate, an amount equal to the Allowed amount of all Unsecured Claims. (c) Before any Distribution can be made, the Liquidating Trustee shall, in its reasonable discretion, establish, supplement, and maintain reserves in an amount sufficient to meet any and all expenses and liabilities of the Liquidating Trust, including fees and expenses of the Liquidating Trustee, fees and expenses of professionals retained by the Liquidating Trust or the Liquidating Trustee, the fees and expenses of other professionals, and fees owed the United States Trustee. Section 8.2 Distributions; Withholding. The Liquidating Trustee shall make Distributions to Beneficiaries as provided in the Plan; provided, however, that the Liquidating Trustee may retain and supplement from time to time a reserve (the “Liquidating Trust Reserve”) in such amount (a) as is reasonably necessary to meet contingent liabilities and to maintain the value of the Liquidating Trust Property during the term of the Liquidating Trust, and (b) to pay the Liquidating Trust’s incurred and projected expenses including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees, and expenses (including attorneys’ fees and expenses, financial advisor fees and expenses, and disbursing agent fees and expenses) of the Liquidating Trustee in connection with the performance of its duties in connection with this Liquidating Trust Agreement. The funding of the Liquidating Trust Reserve may preclude or reduce Distributions to Beneficiaries. ll such Distributions shall be made as provided, and subject to any withholding or reserve, in this Liquidating Trust Agreement, the Plan, or the Confirmation Order. Additionally, the Liquidating Trustee may withhold from amounts distributable to any Beneficiary any and all amounts, determined in the Liquidating Trustee’s sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. In addition, all Distributions under this Liquidating Trust Agreement shall be net of the actual and reasonable costs of making such Distributions. Section 8.3 Distributions Pending Allowance. The Liquidating Trustee may make Distributions before the allowance of each Claim has been resolved if the Liquidating Trustee has a good faith belief that the Disputed Claims Reserve is sufficient for all Disputed Claims. Except as otherwise provided in the Plan or the Confirmation Order, the Cash necessary for the Liquidating Trustee to make payments pursuant to the Plan shall be obtained from the Liquidating Trust. Without limiting the foregoing, the Liquidating Trustee may withhold any Distribution pending determination of whether to object to a Claim and amounts so withheld will be included in the Disputed Claims Reserve. Section 8.4 Distributions after Allowance. Distributions to each Holder of a Disputed Claim, to the extent that such Claim ultimately becomes a General Unsecured Claims, shall be

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made in accordance with the provisions of the Plan, Confirmation Order, and this Liquidating Trust Agreement. Section 8.5 Non-Cash Property. Any non-Cash Liquidating Trust Property may be sold, transferred or abandoned by the Liquidating Trustee. If, in the Liquidating Trustee’s reasonable judgment, such property cannot be sold in a commercially reasonable manner, or the Liquidating Trustee believes, in good faith, such property has no value to the Liquidating Trust, the Liquidating Trustee shall have the right to abandon or otherwise dispose of such property, including by donation of such property to a charity designated by the Liquidating Trustee. Except in the case of fraud, willful misconduct, or gross negligence, neither the Liquidating Trustee nor any director, officer, employee, consultant, or professional of the Liquidating Trustee or of any of its members or professionals, shall have any liability arising from or related to the disposition of non-Cash Liquidating Trust Property in accordance with this Section. Section 8.6 Delivery of Distributions; Undeliverable Distributions. Distributions to Holders of General Unsecured Claims shall be made by the Liquidating Trustee: (i) at the addresses set forth on the proofs of Claim filed by such Holders of the General Unsecured Claims (or at the last known addresses of such Holders if no proof of Claim is filed or if notice of a change of address was provided to the Debtors (before the Effective Date) or the Liquidating Trustee (after the Effective Date); (ii) at the addresses set forth in any written notices of address changes delivered after the date of any related proof of Claim to the Debtors (before the Effective Date) or the Liquidating Trustee (after the Effective Date); or (iii) at the addresses reflected in the Schedules if no proof of Claim has been filed and the Debtors, before the Effective Date, or the Liquidating Trustee, after the Effective Date, have not received a written notice of a change of address. If any Holder’s Distribution is returned as undeliverable, no further Distributions to such Holder shall be made unless and until the Liquidating Trustee is notified of such Holder’s then-current address, at which time all missed Distributions shall be made to such Holder without interest. Amounts in respect of undeliverable Distributions made through the Liquidating Trustee, as applicable, shall be paid to the Clerk of the Bankruptcy Court pursuant to Bankruptcy Rule 3011, as in the case of a Chapter 7 liquidation. Nothing contained in this Plan shall require the Liquidating Trustee to attempt to locate any Holder of General Unsecured Claims. Section 8.7 Unclaimed Property. Except with respect to property not Distributed because it is being held in a Disputed Claim Reserve, Distributions that are not claimed within ninety (90) days from the date of such Distribution shall be deemed to be unclaimed (“Unclaimed Property”) and shall vest or revest in the Liquidating Trust, and the Claims with respect to which those Distributions are made shall be automatically canceled. After the expiration of that period, the claim of any Person to those Distributions shall be discharged and forever barred. Nothing contained in the Plan or this Liquidating Trust Agreement shall require the Liquidating Trust to attempt to locate any Beneficiary. All funds or other property that vests or revests in the Liquidating Trust pursuant to this Section 8.7 shall be distributed by the Liquidating Trustee to the other Beneficiaries in accordance with the provisions of the Plan and this Liquidating Trust Agreement. A Claim, and the Unclaimed Property distributed on account of such Claim, shall not escheat to any federal, state, or local government or other entity by reason of the failure of its Holder to claim a distribution in respect of such Claim.

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Section 8.8 Time Bar to Cash Payments by Check. Checks issued by the Liquidating Trust to Beneficiaries shall be null and void if not negotiated within ninety (90) days after the date of issuance thereof. The reissuance of checks shall be made in writing to the Liquidating Trustee and may be reissued in the discretion of the Liquidating Trustee. Section 8.9 Withholding Taxes and Expenses of Distribution. Any federal, state or local withholding taxes or other amounts required to be withheld under applicable law shall be deducted from Distributions pursuant to the Plan. The Liquidating Trustee may withhold from amounts distributable pursuant to the Plan to any Person any and all amounts, determined in the sole and reasonable discretion of the Liquidating Trustee, required to be withheld by any law, regulation, rule, ruling, directive, or other governmental requirement. All Holders of Claims shall be required to provide the Liquidating Trustee with any information necessary to effect the withholding of such taxes. In addition, all distributions under the Plan shall be net of the actual and reasonable costs of making such distributions. If such information is not provided within one hundred and twenty days (120) days of being requested, all Distributions to which such Holders are or become entitled shall be treated as Unclaimed Property, unless determined otherwise in the discretion of the Liquidating Trustee. Section 8.10 Conflicting Claims. If any conflicting claims or demands are made or asserted with respect to a Liquidating Trust Beneficial Interest of a Beneficiary under this Liquidating Trust Agreement, or if there is any disagreement between the assignees, transferees, heirs, representatives or legatees succeeding to all or a part of such an interest resulting in adverse claims or demands being made in connection with such interest, then, in any of such events, the Liquidating Trustee shall be entitled, in its sole discretion, to refuse to comply with any such conflicting claims or demands. (a) In so refusing, the Liquidating Trustee may elect to cause the Liquidating Trust to make no payment or Distribution with respect to the Liquidating Trust Beneficial Interest subject to the conflicting claims or demand, or any part thereof, and to refer such conflicting claims or demands to the Bankruptcy Court, which shall have exclusive jurisdiction over resolution of such conflicting claims or demands. In so doing, neither the Liquidating Trust nor the Liquidating Trustee shall be or become liable to any of such parties for their refusal to comply with any such conflicting claims or demands, nor shall the Liquidating Trust or Liquidating Trustee be liable for interest on any funds which may be so withheld. (b) The Liquidating Trustee shall be entitled to refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final order of the Bankruptcy Court or (ii) all differences have been resolved by a valid written agreement among all such parties to the satisfaction of the Liquidating Trustee, which agreement shall include a complete release of the Liquidating Trust and Liquidating Trustee. Until the Liquidating Trustee receives written notice that one of the conditions of the preceding sentence is met, the Liquidating Trustee may deem and treat as the absolute owner under this Liquidating Trust Agreement of the Liquidating Trust Beneficial Interest the Beneficiary identified as the owner of that interest in the books and records maintained by the Liquidating Trustee. The Liquidating Trustee may deem and treat such Beneficiary as the absolute owner for purposes of receiving Distributions and any payments on account thereof for federal and state income tax purposes, and for all other purposes whatsoever.

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(c) In acting or refraining from acting under and in accordance with this Section 8.10 of the Liquidating Trust Agreement, the Liquidating Trustee shall be fully protected and incur no liability to any purported claimant or any other Person pursuant to Article IV of this Agreement. Section 8.11 Distributions on Non-Business Days. Any payment or Distribution due on a day other than a Business Day shall be made, without interest, on the next Business Day. Section 8.12 No Distribution in Excess of Allowed Amount of Claim. Notwithstanding anything to the contrary herein, no Holder of a General Unsecured Claim shall receive in respect of such Claim any Distribution in excess of the Allowed amount of such Claim. Section 8.13 Disallowance of General Unsecured Claims; Cancellation of Corresponding Beneficial Interests. All Claims in respect of undeliverable or unclaimed Distributions that have become Unclaimed Property shall be deemed disallowed and expunged. The Holder of any such disallowed Claim shall no longer have any right, claim, or interest in or to any Distributions in respect of such disallowed Claim, and is forever barred, estopped, and enjoined from receiving any Distributions under the Plan, the Confirmation Order and this Liquidating Trust Agreement. Notwithstanding the foregoing or anything to the contrary in Section 8.7 hereof, upon the request of a party whose Distribution was deemed Unclaimed Property, the Liquidating Trustee may, in its discretion, reinstate the General Unsecured Claims (and corresponding Liquidating Trust Beneficial Interest in the Liquidating Trust) and make a replacement Distribution. Section 8.14 Setoff. On the Effective Date or at a reasonable time thereafter, the Debtors shall use their commercially reasonable best efforts to disclose to the Liquidating Trustee all known claims of the Debtors against the Holders of General Unsecured Claims. The Liquidating Trustee shall be authorized but not required to use such claims to set off Allowed General Unsecured Claims. Section 8.15 De Minimis Amounts. The Liquidating Trustee shall not be obligated to make any distributions on account of any Claim if the aggregate distribution to such Holder on account of such Allowed Claim does not exceed $50. Section 8.16 Priority of Expenses of Trust. The Liquidating Trust must pay or reserve for payment of all of its expenses before making Distributions hereunder. ARTICLE IX TAXES Section 9.1 Income Tax Status. For federal income tax purposes, it is intended that the Liquidating Trust be classified as a liquidation trust under Section 301.7701-4 of the Treasury Regulations and that such trust be owned by its beneficiaries. Accordingly, for federal income tax purposes, it is intended that the Beneficiaries be treated as if they had received a Distribution from the Debtors’ Estates of an undivided interest in each Liquidating Trust Asset (to the extent of the value of their Pro Rata share in the Liquidating Trust Property) and then contributed such interests to the Liquidating Trust, and the Liquidating Trust’s Beneficiaries will be treated as the grantors and owners thereof.

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Section 9.2 Tax Returns. The Liquidating Trustee shall file tax returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in accordance with the Plan. The Liquidating Trust’s items of taxable income, gain, loss, deduction, and/or credit (other than such items is respect of any assets allocable to, or retained on account of, Disputed Claims) to be allocated among holders of the Liquidating Trust Beneficial Interest shall be determined by reference to the manner in which an amount of Cash representing such taxable income would be distributed (were such Cash permitted to be distributed at such time) if, immediately prior to such deemed distribution, the Liquidating Trust had distributed all of its assets (valued at their tax book value, other than assets allocable to Disputed Claims) to the holders of Liquidating Trust Beneficial Interests, adjusted for prior taxable income and loss and taking into account all prior and concurrent distributions from the Liquidating Trust. Similarly, taxable loss of the Liquidating Trust shall be allocated by reference to the manner in which an economic loss would be borne immediately after a hypothetical liquidating distribution of the remaining Liquidating Trust Property. The tax book value of Liquidating Trust Assets for purposes of this Section 9.2 shall equal their fair market value as of the date such Liquidating Trust Asset is transferred to the Liquidating Trust, adjusted in accordance with tax accounting principles prescribed by the Tax Code, the applicable Treasury Regulations, and other applicable administrative and judicial authorities and pronouncements Section 9.3 Litigation Valuations. As soon as possible after the Effective Date, the Liquidating Trustee shall make a good faith valuation of the Liquidating Trust Property, and such valuation shall be used consistently by all parties for all U.S. federal income tax purposes. The Liquidating Trust shall also file (or cause to be filed) any other statements, returns or disclosures relating to the Liquidating Trust that are required by any Government Unit for taxing purposes. Section 9.4 Treatment of Disputed Claim Reserves. The Liquidating Trust shall be responsible for payment, out of the Liquidating Trust Property, of any taxes imposed on the Liquidating Trust (including any “disputed ownership fund” within the meaning of Treasury Regulations Section 1.468B-9) or the Liquidating Trust Property. In accordance therewith, any taxes imposed on any disputed ownership fund or its assets will be paid out of the assets of the disputed ownership fund and netted against any subsequent distribution in respect of the allowance or disallowance of such Claims. The Liquidating Trustee (i) may timely elect to treat any Liquidating Trust Property allocable to Disputed Claims as a “disputed ownership fund” governed by Treasury Regulations Section 1.468B-9, and (ii) to the extent permitted by applicable law, shall report consistently for state and local income tax purposes. If a “disputed ownership fund” election is made, all parties (including the Liquidating Trustee and the Holders of Liquidating Trust Beneficial Interests) shall report for U.S. federal, state and local income tax purposes consistently with the foregoing. The Liquidating Trustee shall file all income tax returns with respect to any income attributable to a “disputed ownership fund” and shall pay the U.S. federal, state and local income taxes attributable to such disputed ownership fund based on the items of income, deduction, credit, or loss allocable thereto. Section 9.5 Expedited Determination of Taxes. The Liquidating Trust may request an expedited determination of taxes or tax refund rights of the Liquidating Trust, including the Disputed Claim Reserve, under Section 505(b) of the Bankruptcy Code for all returns or claims filed for the Liquidating Trust for all taxable periods through the termination of the Liquidating Trust.

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ARTICLE X DISSOLUTION OF LIQUIDATING TRUST Section 10.1 Dissolution of Liquidating Trust. The Liquidating Trustee shall be discharged and the Liquidating Trust shall be dissolved, at such time as (i) all Disputed Claims with respect to the General Unsecured Claims have been resolved, (ii) all of the Liquidating Trust Property have been liquidated, (iii) all duties and obligations of the Liquidating Trustee under this Liquidating Trust Agreement have been fulfilled, (iv) all Distributions required to be made under this Liquidating Trust Agreement and have been made, and (v) the Debtors’ Chapter 11 Cases have been closed. Notwithstanding the foregoing, the Liquidating Trust shall be dissolved no later than five (5) years from the Effective Date, unless the Bankruptcy Court, upon motion made prior to the fifth (5th) anniversary (without the need for a favorable letter ruling from the IRS that any further extension would not adversely affect the status of either as a Liquidating Trust for U.S. federal income tax purposes), determines that a fixed period extension, not to exceed five (5) years, is necessary to facilitate or complete the recovery on and liquidation of the Liquidating Trust Property. Upon the filing of any motion for an extension of the date of dissolution, such date shall be deemed automatically extended until an order of the Bankruptcy Court is entered with respect to such or motion or such motion is withdrawn. Section 10.2 Events Upon Termination. At the conclusion of the term of the Liquidating Trust, the Liquidating Trustee shall distribute the remaining Liquidating Trust Property (subject to a reserve for expenses incurred in winding up the affairs of the Liquidating Trust), if any, to the Beneficiaries, in accordance with the Plan, the Confirmation Order, and this Liquidating Trust Agreement. Section 10.3 Winding Up, Discharge, and Release of the Liquidating Trustee. For the purposes of winding up the affairs of the Liquidating Trust at the conclusion of its term, the Liquidating Trustee shall continue to act as Liquidating Trustee until its duties under this Liquidating Trust Agreement have been fully discharged or its role as Liquidating Trustee is otherwise terminated under this Liquidating Trust Agreement and the Plan. Upon a motion by the Liquidating Trustee, the Bankruptcy Court may enter an order relieving the Liquidating Trustee, its agents and employees of any further duties, discharging, and releasing the Liquidating Trustee and its bond, if any. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.1 Amendments. The Liquidating Trustee may modify, supplement, or amend this Liquidating Trust Agreement in any way that is not inconsistent with the Plan or the Confirmation Order. Any modified or amended Liquidating Trust Agreement shall be filed with the Bankruptcy Court. Section 11.2 Waiver. No failure by the Liquidating Trustee to exercise or delay in exercising any right, power, or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any further exercise thereof, or of any other right, power, or privilege.

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Section 11.3 Cumulative Rights and Remedies. The rights and remedies provided in this Liquidating Trust Agreement are cumulative and are not exclusive of any rights under law or in equity. Section 11.4 No Bond Required. Notwithstanding any state law to the contrary, the Liquidating Trustee (including any successor Liquidating Trustee) shall be exempt from giving any bond or other security in any jurisdiction. Section 11.5 Irrevocability. This Liquidating Trust Agreement and the Liquidating Trust created hereunder shall be irrevocable, except as otherwise expressly provided in this Liquidating Trust Agreement. Section 11.6 Tax Identification Numbers. The Liquidating Trustee shall require any Beneficiary to furnish to the Liquidating Trustee its social security number or employer or taxpayer identification number as assigned by the IRS and the Liquidating Trustee may condition any Distribution to any Beneficiary upon the receipt of such identification number. No Distribution shall be made to or on behalf of a Beneficiary unless and until such holder has provided the Liquidating Trustee with any information, records, or documents necessary to satisfy the Liquidating Trustee’s tax reporting obligations, including, but not limited to, completed IRS Form W-9, or, where applicable, a completed Form W-8 or certificate of non- foreign status. Section 11.7 Relationship to the Plan. The principal purpose of this Liquidating Trust Agreement is to aid in the implementation of the Plan and, therefore, this Liquidating Trust Agreement incorporates and is subject to the provisions of the Plan and the Confirmation Order. In the event that any provision of this Liquidating Trust Agreement is found to be inconsistent with a provision of the Plan, the provisions of this Liquidating Trust Agreement, as applicable, shall control. In the event that any provision of the Liquidating Trust Agreement is found to be inconsistent with a provision of the Confirmation Order, the Confirmation Order shall control. Section 11.8 Division of Liquidating Trust. Under no circumstances shall the Liquidating Trustee have the right or power to divide the Liquidating Trust unless authorized to do so by the Bankruptcy Court. Section 11.9 Applicable Law. This Liquidating Trust shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to rules governing the conflict of laws. Section 11.10 Retention of Jurisdiction. Notwithstanding the Effective Date, and to the fullest extent permitted by law, the Bankruptcy Court shall retain exclusive jurisdiction over the Liquidating Trust after the Effective Date, including, without limitation, jurisdiction to resolve any and all controversies, suits and issues that may arise in connection therewith, as set forth in Section 10.1 of the Plan. Each party to this Liquidating Trust Agreement hereby irrevocably consents to the exclusive jurisdiction and venue of the Bankruptcy Court in any action to enforce, interpret or construe any provision of this Liquidating Trust Agreement or of any other agreement or document delivered in connection with this Liquidating Trust Agreement, and also hereby irrevocably waives any defense of improper venue, forum non conveniens or lack of personal jurisdiction to any such action brought in the Bankruptcy Court. Each party further irrevocably agrees that any action to

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enforce, interpret, or construe any provision of this Liquidating Trust Agreement will be brought only in the Bankruptcy Court. Each party hereby irrevocably consents to the service by certified or registered mail, return receipt requested, of any process in any action to enforce, interpret or construe any provision of this Liquidating Trust Agreement. Section 11.11 Severability. If any term, provision, covenant, or restriction contained in this Liquidating Trust Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remainder of the terms, provisions, covenants, and restrictions contained in this Liquidating Trust Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Section 11.12 Limitation of Benefits. Except as otherwise specifically provided in this Liquidating Trust Agreement, the Plan or the Confirmation Order, nothing herein is intended or shall be construed to confer upon or to give any person other than the parties hereto and the Beneficiaries any rights or remedies under or by reason of this Liquidating Trust Agreement. Section 11.13 Notices. Except as may otherwise be specifically provided in this Liquidating Trust Agreement, all notices, requests and demands to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: If to the Liquidating Trustee: _____________ _____________ _____________ with a copy to: _____________ _____________ _____________ If to a Beneficiary: To the name and distribution address set forth in the Claims Register with respect to such Beneficiary. The parties may designate in writing from time to time other and additional places to which notices may be sent. Section 11.14 Further Assurances. From and after the Effective Date, the parties hereto covenant and agree to execute and deliver all such documents and notices and to take all such further actions as may reasonably be required from time to time to carry out the intent and purposes of this Liquidating Trust Agreement, and to consummate the transactions contemplated hereby.

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Section 11.15 Integration. This Liquidating Trust Agreement, the Plan, and the Confirmation Order constitute the entire agreement with, by and among the parties hereto, with respect to the subject matter hereof. This Liquidating Trust Agreement, together with the Plan and the Confirmation Order, supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, written or oral, of the parties hereto, relating to any transaction contemplated hereunder. Except as otherwise provided in this Liquidating Trust Agreement, the Plan or Confirmation Order, nothing herein is intended or shall be construed to confer upon or give any person other than the parties hereto and the Beneficiaries any rights or remedies under or by reason of this Liquidating Trust Agreement. Section 11.16 Interpretation. The enumeration and Section headings contained in this Liquidating Trust Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Liquidating Trust Agreement or of any term or provision hereof. Unless context otherwise requires, whenever used in this Liquidating Trust Agreement the singular shall include the plural and the plural shall include the singular, and words importing the masculine gender shall include the feminine and the neuter, if appropriate, and vice versa, and words importing persons shall include partnerships, associations, and corporations. The words herein, hereby, and hereunder and words with similar import, refer to this Liquidating Trust Agreement as a whole and not to any particular section or subsection hereof unless the context requires otherwise. Any reference to the “Liquidating Trustee” shall be deemed to include a reference to the “Liquidating Trust” and any reference to the “Liquidating Trust” shall be deemed to include a reference to the “Liquidating Trustee” except for the references in Sections 5.1 and 5.2, and such other provisions in which the context otherwise requires. Section 11.17 Counterparts. This Liquidating Trust Agreement may be signed by the parties hereto in counterparts, which, when taken together, shall constitute one and the same document. Delivery of an executed counterpart of this Liquidating Trust Agreement by facsimile or electronic mail (portable document format or otherwise) shall be equally effective as delivery of a manually executed counterpart. [The remainder of this page is left intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Liquidating Trust Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers or representatives, all as of the date first above written. DEBTORS GUMP’S HOLDINGS, LLC By: _________________________________ Name: Title: GUMP’S CORP. By: _________________________________ Name: Title: GUMP’S BY MAIL, INC. By: _________________________________ Name: Title: LIQUIDATING TRUSTEE: By: _______________________________________ Name: Title:

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EXHIBIT A LIQUIDATING TRUSTEE COMPENSATION Pursuant to Section 2.5 of this Agreement, this Exhibit sets forth the terms of the Liquidating Trustee’s compensation. The Liquidating Trustee shall be compensated for his services as Liquidating Trustee at a fixed monthly rate as outlined below: The Liquidating Trustee will also be entitled to reimbursement of actual and necessary out-of-pocket expenses incurred.

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EXHIBIT 2 EXHIBIT 2

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BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT This BILL OF SALE, ASSIGNMENT, ACCEPTANCE AND ASSUMPTION AGREEMENT, made, executed and entered into as of [•], 2021, by and among GUMP’S HOLDINGS, LLC, GUMP’S CORP., and GUMP’S BY MAIL, INC. (each, an “Assignor” and collectively, the “Assignors”) and _________________________, not in its individual capacity, but solely as Trustee (“Trustee”) of the Gump’s Liquidating Trust (the “Liquidating Trust”). RECITALS WHEREAS, the Trustee and the Assignors are parties to a Liquidating Trust Agreement dated as of the date hereof (the “Agreement”), pursuant to which the Assignors have created the Liquidating Trust and engaged the Trustee as trustee to administer the Liquidating Trust in furtherance of the Debtors’ Joint Plan of Liquidation (as Revised) (the “Plan”); and WHEREAS, the Agreement contemplates that the Assignors will place, as of the date hereof and in furtherance with the Plan, all of their undistributed assets, including but not limited to, cash, equipment and securities, along with certain cash reserves subject to disbursement for the Assignors’ and the Liquidating Trust’s contingent liabilities, into the Liquidating Trust established to receive said assets and reserves; and WHEREAS, the Trustee and the Assignors now desire to carry out the intent and purpose of the Agreement by the execution and delivery to the Trustee by the Assignors of this instrument evidencing the conveyance, assignment, transfer, sale and delivery to the Trustee of the Liquidation Trust Property (as hereinafter defined) the acceptance by the Trustee of same and the assumption by the Trustee of the Assumed Obligations (as hereinafter defined); NOW, THEREFORE, in consideration of the foregoing premises and for $10 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: ASSIGNMENT The Assignors do hereby convey, assign, transfer, sell and deliver unto the Trustee and its successors and assigns, forever, for the benefit of the Liquidating Trust, all of Assignors’ right, title and interest in, to and under all of the assets of the Assignors as set forth and more fully described by category of asset and more fully enumerated by Assignor on Exhibit A, hereto, including, without limitation any cash, accounts receivable, beneficial interests, rights in litigation, security interests, contract rights or agreements, rights to payment or distributions or similar rights that Assignors may possess in same (together, the “Liquidation Trust Assets”). ACCEPTANCE AND ASSUMPTION The Trustee, not individually but solely in its capacity as Trustee, accepts the foregoing conveyance, assignment, transfer and delivery of the Liquidation Trust Assets and agrees to assume all liabilities and obligations relating to the Liquidation Trust Assets to the extent specifically set forth in the Agreement (the “Assumed Obligations”).

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TO HAVE AND TO HOLD the Transferred Assets and the Assumed Obligations unto the Trustee, its successors and assigns, FOREVER, for the benefit of the Liquidating Trust. The Assignors hereby constitute and appoint the Trustee and their respective successors and assigns as true and lawful attorney-in-fact in connection with the transactions contemplated by this instrument, with full power of substitution, in the name and stead of the Assignors but on behalf of and for the benefit of the Trustee and its successors and assigns, to demand and receive any and all of the assets, properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of the Assignors or otherwise, for the benefit of the Liquidating Trust or its successors and assigns, proceedings at law, in equity, or otherwise, which the Trustee or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any portion of the Liquidation Trust Assets and to do all acts and things in relation to the assets which the Trustee or its successors or assigns reasonably deem desirable. This instrument shall be binding upon and shall inure to the benefit of the respective successors and assigns of each Assignor and the Trustee. This instrument shall be construed and enforced in accordance with the laws of the State of Nevada, without regard to conflicts of law. [The remainder of this page is left intentionally blank.]

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IN WITNESS WHEREOF, the undersigned have executed this Bill of Sale, Assignment, Acceptance and Assumption Agreement under seal on the date first above written. ASSIGNORS GUMP’S HOLDINGS, LLC By: _________________________________ Name: Title: GUMP’S CORP. By: _________________________________ Name: Title: GUMP’S BY MAIL, INC. By: _________________________________ Name: Title: TRUSTEE: By: _______________________________________ Name: Title:

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