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Full title: Motion to Terminate the WMLP Liquidation Trust Filed by Interested Party WMLP Liquidation Trust (Attachments: # 1 Proposed Order) (Wertz, Jennifer) (Entered: 06/25/2021)

Document posted on Jun 24, 2021 in the bankruptcy, 9 pages and 0 tables.

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NOW COMES gtCFOservices LLC, a single-member California limited liability company, of which Gerald A. Tywoniuk is the sole member, (the “Liquidation Trustee”) of the WMLP Liquidation Trust (the “Liquidation Trust”) and files this Motion to Terminate the WMLP Liquidation Trust pursuant to the WMLP Plan and Confirmation Order (the “Motion”), and in support of the same, respectfully shows the Court the following: 1 Due to the large number of debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. Upon the payment of all costs, expenses, and obligations incurred in connection with administering the Trust, and the distribution of all Liquidation Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order, and the Liquidation Trust Agreement, the Liquidation Trustee is to take actions which are necessary and appropriate to close the WMLP Debtors’ Chapter 11 Cases, and thereafter dissolve the Liquidation Trust in accordance with the terms of the Liquidation Trust Agreement.Consistent with the WMLP Plan, the Liquidation Trust seeks authority to close the accounts created and maintained as part of the Liquidation Trust: Upon obtaining an order of the Bankruptcy Court authorizing final Distribution and/or closure of the WMLP Debtors’ Chapter 11 Cases, any funds remaining in the Trust Accounts shall be distributed in accordance with this Plan and the Liquidation Trust Agreement, and the Trust Accounts may be closed.Accordingly, the Liquidation Trustee requests that this Court approve the disposal of Trust Records, without further order or notice, when the Litigation Trustee reasonably determines in his sole discretion that such records are no longer necessary for the benefit of the Trust or any Trust Beneficiaries.Pursuant to the Liquidation Trust Agreement, the Liquidation Trust terminates “[u]pon the payment of all costs, expenses, and obligations incurred in connection with administering the Trust, and the Distribution of all Liquidation Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order” the Liquidation Trust Agreement.

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § WESTMORELAND COAL COMPANY, et al.,1 § Case No. 18-35672 (DRJ) § Debtors. § (Jointly Administered) § WMLP LIQUIDATION TRUST’S MOTION TO TERMINATE THE WMLP LIQUIDATION TRUST This motion seeks an order that may adversely affect you. If you oppose the motion, you should immediately contact the moving party to resolve the dispute. If you and the moving party cannot agree, you must file a response and send a copy to the moving party. You must file and serve your response within 21 days of the date this was served on you. Your response must state why the motion should not be granted. If you do not file a timely response, the relief may be granted without further notice to you. If you oppose the motion and have not reached an agreement, you must attend the hearing. Unless the parties agree otherwise, the court may consider evidence at the hearing and may decide the motion at the hearing. Represented parties should act through their attorney. NOW COMES gtCFOservices LLC, a single-member California limited liability company, of which Gerald A. Tywoniuk is the sole member, (the “Liquidation Trustee”) of the WMLP Liquidation Trust (the “Liquidation Trust”) and files this Motion to Terminate the WMLP Liquidation Trust pursuant to the WMLP Plan and Confirmation Order (the “Motion”), and in support of the same, respectfully shows the Court the following: 1 Due to the large number of debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent in these chapter 11 cases at www.donlinrecano.com/westmoreland. Westmoreland Coal Company’s service address for the purposes of these chapter 11 cases is 9540 South Maroon Circle, Suite 300, Englewood, Colorado 80112.

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Introduction 1. The Liquidation Trust seeks entry of an order, substantially in the form attached hereto (the “Order”), and pursuant to the provisions of the Confirmation Order, the WMLP Plan, and the WMLP Liquidation Trust Agreement: (a) authorizing the termination of the Trust and the closure of any Trust Accounts that remain open at the time of termination; (b) approving the disposal of any books or records related to the Trust or any of the WMLP Debtors; (c) authorizing the taking of all steps toward dissolving and/or deregistering any of the WMLP Debtors in any jurisdiction and the filing of final tax returns; (d) relieving the Liquidation Trustee from any obligation, responsibility, or liability pertaining to duties as trustee of the Trust upon termination of the Trust; and (e) granting related relief. Jurisdiction and Venue 2. The United States Bankruptcy Court for the Southern District of Texas (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. §157(b). The WMLP Liquidation Trust confirms its consent, pursuant to rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 4. The bases for the relief requested in this Motion are sections 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), and Rule 9006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”). Background 5. On October 9, 2018 (the “Petition Date”), each of the WMLP Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On October 18, 2018, the Office of the United States Trustee for the

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Southern District of Texas (the “U.S. Trustee”) filed the Notice of Appointment of Committee of Unsecured Creditors [ECF No. 206], notifying parties in interest of the appointment of an official committee of unsecured creditors pursuant to § 1102 of the Bankruptcy Code (the “Creditors’ Committee”). 6. On June 3, 2019, the Debtors filed the Amended Joint Plan of Liquidation for the WMLP Debtors (the “WMLP Plan”) [ECF No. 1932]. Subsequently, on June 5, 2019, the Court entered the Order Approving Disclosure Statement and Confirming Amended Joint Plan of Liquidation for the WMLP Debtors, as Modified (the “Confirmation Order”) [ECF No. 1967] confirming the WMLP Plan. 7. Pursuant to Article III.B of the WMLP Plan, the WMLP Debtors along with the appointed Liquidation Trustee, executed the Liquidation Trust Agreement prior to the effective date of the WMLP Plan. See WMLP Plan, Art. III.B.4. 8. On June 3, 2019, the WMLP Debtors filed the Liquidation Trust Agreement and Declaration of Trust (“the Liquidation Trust Agreement”) [ECF No. 1934], which, along with the WMLP Plan and the Confirmation Order, set forth the rights and responsibilities of the Liquidation Trustee and the purpose of the Trust. 9. The WMLP Plan’s effective date occurred on June 21, 2019 (the “WMLP Effective Date”). See Notice of (I) Entry of Order Confirming Amended Joint Plan of Liquidation of the WMLP Debtors and (II) Occurrence of the Plan Effective Date [ECF No. 2068]2. 10. On the WMLP Effective Date, the WMLP Liquidation Trust was established in accordance with the Liquidation Trust Agreement, and CFOservices LLC, of which Gerald A. 2 The WMLP Plan and the Confirmation Order provide for the establishment of the Trust, effective on the effective date of the WMLP Plan. See WMLP Liquidation Trust Agreement at 1.

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Tywoniuk is the sole member, was appointed as the Liquidation Trustee. Also on the Effective Date, as contemplated in the WMLP Plan and the Liquidation Trust Agreement, all of the assets of the WMLP Debtors at the time of entry of the Confirmation Order were transferred to and vested in the Liquidation Trust, for administration by the Liquidation Trustee in accordance with the WMLP Plan and the Liquidation Trust Agreement. See WMLP Plan, Art. III.B.2. 11. On June 17, 2019, the Court entered its Final Decree Closing the WMLP Debtors’ Chapter 11 Cases (the “Final Decree”) [ECF No. 2099]. Basis for Relief 12. Upon the payment of all costs, expenses, and obligations incurred in connection with administering the Trust, and the distribution of all Liquidation Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order, and the Liquidation Trust Agreement, the Liquidation Trustee is to take actions which are necessary and appropriate to close the WMLP Debtors’ Chapter 11 Cases, and thereafter dissolve the Liquidation Trust in accordance with the terms of the Liquidation Trust Agreement. See WMLP Plan, Art. III.B.1. 13. The Final Decree was entered on June 17, 2019, effectively closing the Chapter 11 Cases. 14. As of the filing of this Motion, the Liquidation Trustee has fully distributed all of the Liquidation Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order, and the Liquidation Trust Agreement. The Liquidation Trustee has reconciled, analyzed, resolved, or objected to claims. The Liquidation Trustee is also actively involved in preparing and filing documents and taking all other necessary actions to effectuate the dissolution of WMLP, WMGP, and each subsidiary WMLP Debtor under their respective constituent documents, and other applicable state law. The Liquidation Trustee has satisfied

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reporting requirements established by the Liquidation Trust Agreement. See Docket Nos. 2811, 3032, and 3215. 15. The Liquidation Trustee has complied with all duties to take necessary and appropriate actions to close the Chapter 11 Cases and administer the Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order, and the Liquidation Trustee Agreement. Accordingly, the Liquidation Trustee now seeks authority to terminate the Liquidation Trust in accordance with the provisions of the Liquidation Trust Agreement in his sole discretion based upon completion of final remaining tasks as generally described herein. See WMLP Liquidation Trust Agreement, Art. 11.5. The Liquidation Trustee requests that this Court: (a) authorize the Liquidation Trustee to terminate the Liquidation Trust and close any accounts related to the Liquidation Trust; (b) authorize the disposal of records pertaining to any of the WMLP Debtors or the Liquidation Trust; and (c) relieve the Litigation Trustee, its member, employees, professionals, and agents from any further duties, and discharge and release the Liquidation Trustee from all liability related to the Liquidation Trust. A. Administration of Trust 16. The Liquidation Trustee has the sole authority to exercise control over the Liquidation Trust Assets, for the purpose of acquiring, managing, and disposing of those assets. See WMLP Liquidation Trust Agreement, Art. 4.1. In exercising authority to acquire, manage, and dispose of assets, the Liquidation Trustee, pursuant to the WMLP Plan and the Liquidation Trust Agreement, “reviewed, analyzed, and objected to numerous claims via omnibus claim objections and other filings as reflected on the docket in these cases.” [ECF No. 3032 at 2]. The Liquidation Trustee has complied with administrative duties as set forth in Liquidation Trust Agreement by making the appropriate disbursements to Trust Beneficiaries (as defined therein), such that no Liquidation Trust Assets remain to be administered.

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17. The WMLP Plan and the Liquidation Trust Agreement requires the Liquidation Trustee to comply with the filing of tax returns and paying all tax obligations related to the Liquidation Trust. See WMLP Liquidation Trust Agreement, Art. 9.3. The Liquidation Trustee fully complied with tax reporting and compliance requirements. The Liquidation Trustee filed a 2019 and 2020 tax return for the Trust and will do the same, as required, for the 2021 tax year. The Liquidation Trustee will prepare and file final tax returns as necessary. B. Trust Account Closures 18. The WMLP Plan provided for the creation of Trust Accounts on or prior to the Effective Date of the Plan. See WMLP Plan, Art. III.E.2. In accordance with that provision, the Liquidation Trustee established and maintained the appropriate Trust Accounts in the Litigation Trust. 19. Consistent with the WMLP Plan, the Liquidation Trust seeks authority to close the accounts created and maintained as part of the Liquidation Trust: Upon obtaining an order of the Bankruptcy Court authorizing final Distribution and/or closure of the WMLP Debtors’ Chapter 11 Cases, any funds remaining in the Trust Accounts shall be distributed in accordance with this Plan and the Liquidation Trust Agreement, and the Trust Accounts may be closed. See WMLP Plan, Art. III. E.2. The Liquidation Trustee has made the appropriate disbursements consistent with the WMLP Plan and, therefore, no funds remain for distribution in the Trust Accounts. The Liquidation Trust requests that this Court authorize the closure of such accounts. C. Disposition of Trust Records 20. Pursuant to the Liquidation Trust Agreement, the Liquidation Trustee must maintain accurate records pertaining to the WMLP Debtors or the Liquidation Trust during the administration of the Liquidation Trust Assets. See WMLP Liquidation Trust Agreement, Art.

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4.14. The Liquidation Trustee, however, is not required to maintain those records in perpetuity. The Liquidation Trust Agreement provides that Trust Records: [M]ay be destroyed using reasonable commercial means at any time following (a) the date that is six years after the final distribution of Liquidation Trust Assets (unless such records and documents are necessary to fulfill any of the Trustee’s remaining obligations, including obligations related to tax returns for the Liquidation Trust) . . . or (b) such earlier date as may be approved by order of the Bankruptcy Court on application of the Liquidation Trust. See WMLP Liquidation Trust Agreement, Art. 4.14. Moreover, if Trust Records do not require immediate disposal, the Liquidation Trustee may dispose of such records: [A]t the later of (i) such time as the Trustee determines that the continued possession or maintenance of such books and records is no longer necessary for the benefit of the Trust or its Beneficiaries, or (ii) upon the termination and completion of the winding down of the Trust. See WMLP Liquidation Trust Agreement, Art. 4.14. The Liquidation Trust has determined that Trust Records should be disposed of within one year from the date of entry of an order on this Motion, pending the completion and filing of the final tax return, or at such other date as the Liquidation Trustee may deem reasonable in his sole discretion. Accordingly, the Liquidation Trustee requests that this Court approve the disposal of Trust Records, without further order or notice, when the Litigation Trustee reasonably determines in his sole discretion that such records are no longer necessary for the benefit of the Trust or any Trust Beneficiaries. D. Trust Termination & Future Obligations 21. Pursuant to the Liquidation Trust Agreement, the Liquidation Trust terminates “[u]pon the payment of all costs, expenses, and obligations incurred in connection with administering the Trust, and the Distribution of all Liquidation Trust Assets in accordance with the provisions of the WMLP Plan, the Confirmation Order” the Liquidation Trust Agreement. See WMLP Liquidation Trust Agreement, Art. 11.2. As set forth herein, the Litigation Trustee has faithfully performed all of the duties required under the WMLP Plan, the Liquidation Trust

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Agreement, and the Confirmation Order, and is pursuing dissolution and deregistration of certain of the WMLP Debtors under their applicable governance document or under applicable law, and will prepare and file necessary final tax returns. Accordingly, the Litigation Trustee requests that this Court find that the Trust shall be terminated upon the Liquidation Trustee’s completion of remaining tasks, as determined in his sole discretion, and that upon termination, the Liquidation Trustee is discharged from his duties under the WMLP Plan, the Liquidation Trust Agreement, and the Confirmation Order, and from all liability related to the Liquidation Trust. WHEREFORE, the Liquidation Trustee requests entry of an order, substantially in the form attached hereto, granting the relief requested herein and granting such other relief as is just and proper. Houston, Texas June 25, 2021 /s/ Jennifer F. Wertz Matthew D. Cavenaugh (Bar No. 24062656) Jennifer F. Wertz (Bar No. 24072822) Vienna F. Anaya (Bar No. 24091225) JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com vanaya@jw.com Counsel to the WMLP Liquidation Trust

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Certificate of Service I certify that on the 25th day of June 2021, I caused a copy of the foregoing document to be served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Jennifer F. Wertz Jennifer F. Wertz

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