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EXHIBIT "A„ <br />j,,jQj ATIN TR i T A REMENT <br />This Liquidating Trust Agreement ("Trust Agreement") is entered into as of <br />_, X996 1222, between CSI Enterprises, Inc., Oren Lee Benton, and Nuexco Trading <br />Corporation, (the "Debtors") and , ("Liquidating Trustee"). <br />RECITALS <br />A. On February i:3, 1995, the Debtors filed their petitions for reorgatrization under <br />Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of <br />Colorado, which cases are jointly administered under Case No. 95-11642-CEM. <br />B. On~996 ~bruarv 21,, 1~, 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, filed the Modified First Amended Plan of Reorganvation for 6rett <br />(the "Plan"). The Bankruptcy Court entered its Confirmation Order confirming the Plan <br />on , ~99-~. <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 Trust and to facilitate implementation <br />of the Plan. <br />ARTICLE I. <br />DEFINITIONS <br />1.1 Terms Defined Herein. As used in this Trust Agreement, all capitalized terms <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 Bankruptcy Code. <br />DN 95776.1 17660 00707 fCOmpatison of Documents DN5795}.2 co DN57451. 11 <br />6/25/97 9:55 am 1 <br />