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<br />EXHIBIT "A„ <br />This Liquidating Trust Agreement ("Trust Agreement") is entered into as of <br />_, 4996 1Q27, between CSI Enterprises, Inc., Oren Lee Benton, and Nuexco Trading <br />Corporation, (the "Debtors") and , ("Liquidating Trustee"). <br />RECTfALS <br />A. On February 23, 1995, the Debtors filed their petitions for reorganization under <br />Chapter I1 of the Bankruptcy Code in the United States Battlauptcy Court for the District of <br />Colorado, which cases are jointly adminis[ered under Case No. 95-11642-CEM. <br />B. On~996 ebruarv 21. 1997, the Official Creditors' Committee of CSI <br />Enterprises, Inc. and Jointly-Administered Debtors (the "Committee") as Proponent and Oren L. <br />Benton, as Co-Proponent, fled the Modified First Amended Plan of Reorganisation for 6ten <br />, e ointly Ad i icf r d <br />$b~ (the "Plan"). The Bankauptcy Court entered iu Confirmation Order confirming the Plan <br />on , 499-1~2?. . <br />C. The Plan provides for the creation of a Liquidating Trust to hold the Debtors' <br />Assets (except as may otherwise be provided under the Plan), in trust for the benefit of all Holders <br />of Allowed Claims pursuant to the terms of the Plan and this Trust Agreement. This Trust <br />Agreement is executed in order to establish the Liquidating Ttust and to facilitate implementation <br />of the Plan. <br />ARTICLE I. <br />DEFINITIONS <br />1.1 Terms Defined Herein. As used in this Trust Agreemem, all capitalized teens <br />defined herein shall have the meanings attributed to them as set forth herein. <br />1.2 Beneficiaries shall mean all Holders of Allowed Claims. <br />1.3 Other Defined Terms. Terms defined in the Plan, and not otherwise specifically <br />defined herein, shall, when used herein, have the meanings attributed to them in the Plan. Terms <br />defined in the Bankruptcy Code, and not otherwise specifically defined in the Plan or herein, <br />shall, when used herein, have the meanings attributed to them in the Bankuptcy Code. <br /> <br />DN 95776.1 17680 00707 (Comparison of Documents ONSJ951.1 to DN57451. 11 <br />6/25/97 9:55 am 1 <br />