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power of attorney vesting full power and authority to convey assets <br /> with the trustee of the Creditors' Trust (the "Creditors' <br /> Trustee" ) . The assets which the Creditors' Trustee is empowered to <br /> sell generally includes all real and personal property of the <br /> Debtor. The only exceptions are (i) the Rockdust Plant, which <br /> secures reclamation of the Debtor's Mine; and (ii) the Marblehead <br /> Quarry, an unpatented mining claim which is no longer operational <br /> and which the Debtor rejects and returns to its owner, the United <br /> States of America, under the Plan. <br /> Property transferred pursuant to the Creditors' Trustee's <br /> power of attorney shall be transferred free and clear of liens and <br /> claims to the extent permitted by Section 363(f) of the Bankruptcy <br /> Code, except for the statutory lien of real property taxes. The <br /> "Net Proceeds" of property sold by the Creditors' Trustee pursuant <br /> to the Trustee's power of attorney shall be retained by the <br /> Creditors' Trust and distributed in accordance with the provisions <br /> of the Plan. <br /> The Plan defines "Net Proceeds" as "the cash proceeds of <br /> property sold under the Plan, after payment of reasonable fees, <br /> commissions, title insurance, advertising expenses, property taxes, <br /> or similar costs of sale and, with respect to the Creditors' Trust, <br /> the Trustee's fees and other reasonable costs of administering the <br /> Creditors' Trust. " <br /> Real and personal property taxes on the property <br /> controlled by the Creditors' Trust shall be paid at the time of <br /> sale of the property, as a cost of sale, or at such earlier time as <br /> might be deemed advisable in the discretion of the Creditors' <br /> Trustee. <br /> The Creditors' Trust will be administered by the <br /> Creditors' Trustee, under the supervision of two "Creditor <br /> Representatives. One of the Creditor Representatives shall be <br /> selected by Sanwa, and the other shall be selected by the three <br /> largest Class 9 claimants. <br /> The Creditor Representatives shall be entitled to <br /> reimbursement of actual and reasonable expenses but otherwise shall <br /> serve without compensation. The Creditor Representatives shall <br /> select the Creditors' Trustee and may remove the Creditors' Trustee <br /> in the exercise of their reasonable discretion. The Creditors' <br /> Trustee, with the approval of the Creditor Representatives, may <br /> engage legal, accounting, or other services necessary to the <br /> performance of the Creditors' Trustee's administration of the <br /> Creditors' Trust. The Creditors' Trustee shall provide a written <br /> report, at least quarterly, to the Creditor Representatives <br /> regarding the Trustee's administration of the Creditors' Trust. <br /> In the Plan, the Debtor has offered to have Louis M. <br /> LaGiglia serve as the Creditors' Trustee without compensation. Mr. <br /> 30 <br />