2021-02-11_GENERAL DOCUMENTS - C1980004

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Case 1:20-bk-12043 Doc 604-1 Filed 02/11/21 Entered 02/11/21 10:48:19 Desc Exhibit A - Liquidating Trust Agreement Page 14 of 22 Section 7.5 Tax Withholding. The Liquidating Trustee shall withhold and pay over to the appropriate taxing authority any amount required to be withheld from any payment made pursuant to this Agreement or the Plan. Any tax withheld shall be treated as distributed to the Beneficiary for purposes of this Agreement. The Liquidating Trustee may require that each Beneficiary certify such Beneficiary's taxpayer identification number, and that payments to such Beneficiary are exempt from backup withholding. The Liquidating Trustee may condition payment to a Beneficiary on prior receipt of such information. ARTICLE VIII POST-CONFIRMATION LIQUIDATING TRUST BOARD Section 8.1 Creation of the Liquidating Trust Board. Immediately upon the Liquidating Trustee's entry into this Liquidating Trust Agreement, a post-confirmation trust board for the Liquidating Trust shall come into existence (the "Liquidating Trust Board"). The Liquidating Trust Board Representatives shall be Whayne Supply Company, Phillips Machine Service, Inc., Genco Mine Service, Joy Global Underground Mining, LLC, and Austin Sales LLC. Each Liquidating Trust Board Representative shall each be entitled to one vote on matters that are presented to the Trust Committee for decisions. Section 8.2 Consultation with the Liquidating Trust Board Representatives. The Liquidating Trustee shall consult with the Liquidating Trust Board Representatives from time to time concerning the administration of the Liquidating Trust Assets including, but not limited to, the prosecution or settlement of Causes of Action; provided, however, that, other than as set forth in Section 8.3 below, the Liquidating Trustee has the sole discretion to make decisions on behalf of the Liquidating Trust and is not bound to follow any recommendations made by the Liquidating Trust Board. Until the Lender Settlement Contribution Amount is paid in full, the Liquidating Trustee shall provide quarterly reports regarding the status of potential and pending litigation, timing for anticipated distributions, and any other significant Trust matters that may arise to the Holders of Class 3 and Class 4 Claims. Section 8.3 Prosecution or Settlement of Significant Causes of Action. For any Causes of Action constituting Liquidating Trust Assets involving: (a) more than $500,000, or (b) any officers, directors or other insiders of the Debtors or their respective professionals (a "Significant Cause of Action"), the Liquidating Trust Board shall have the right to approve substantial actions and decisions in connection with such Significant Causes of Action, including, but not limited to, selection of counsel and any decision to prosecute, not to prosecute, or to settle any Significant Cause of Action. If the Liquidating Trustee in good faith disagrees with the Liquidating Trust Board, the Liquidating Trustee may seek relief from the Bankruptcy Court on notice to the Liquidating Trust Board. Section 8.4 Existence of Trust Representative and Resignation of Representative. The Liquidating Trust Board shall continue to serve until the termination of the Liquidating Trust. Each Liquidating Trust Board Representative may resign at any time, in which event the Liquidating Trustee shall have the option of appointing a successor representative, who shall be an unsecured creditor, or representative of an unsecured creditor of the Debtors. The provisions of Sections 5.6 and 5.7 of this Liquidating Trust Agreement shall apply to any such successor, and shall survive such resignation with respect to any former representative. 14 4852-4646-2934.1