CANADA DISTRIBUTION TRUST AGREEMENT
CANADA DISTRIBUTION TRUST AGREEMENT
AGREEMENT AND DECLARATION OF TRUST dated as of February 5, 2010 by and among XXXXXXXXXXXX.XXX, INC., a Florida corporation (the “Company”), ABLE HOLDINGS (U.S.), INC., a Delaware corporation (the “Liquidating Trustee”), as trustee of the Able (U.S.) Liquidating Trust, and AAC HOLDINGS (CANADA) LTD., a British Columbia corporation (the “Trustee”), as trustee of the Able (Canada) Distribution Trust.
ARTICLE I
(a) "Agreement" shall mean this instrument as originally executed or as it may from time to time be amended pursuant to the terms hereof.
(b) “Beneficial Interest” shall mean each Beneficiary’s proportionate and undivided share of the Liquidating Trust Assets determined by the ratio of the number of Units held by such Beneficiary to the total number of Units assigned to all Beneficiaries in the aggregate through the Canada Distribution Trust and the U.S. Distribution Trust.
(c) “Beneficiary” shall mean, each Initial Beneficiary who holds Units, and each transferee of Units who has subsequently been transferred Units as prescribed in Section 3.3 hereof and under that certain Agreement and Declaration of Trust with Able Holding (U.S.), Inc., as trustee dated as of February 5, 2010.
(d) “Canada Distribution Trust Assets” shall mean the amounts distributed to the Canada Distribution Trust from the Liquidating Trust that are held or temporarily invested as prescribed in Section 6.1, and any interest or other income derived by the Canada Distribution Trust, less amounts utilized by the Trustee to pay expenses and satisfy liabilities and to make distributions to Canada Trust Beneficiaries pursuant to the terms and conditions hereof.
(e) “Canada Trust Beneficiary” shall mean a Beneficiary of the Canada Distribution Trust.
(f) “Code” shall have the meaning set forth in Section 2.1.
(g) "Distribution Trust Interest" shall mean, as to each Distribution Trust, the proportionate undivided share of the Liquidating Trust Assets allocated to such Distribution Trust determined by the ratio of the aggregate number of Units assigned to the Beneficiaries of each such Distribution Trust divided by the total number of Units assigned in the aggregate to the Beneficiaries of the Canada Distribution Trust and the U.S. Distribution Trust.
(h) "Distribution Trusts" shall mean this Canada Distribution Trust and the U.S. Distribution Trust, each of which is a beneficiary of the Liquidating Trust.
(i) “Indemnified Persons” shall have the meaning set forth in Section 7.3.
(j) “Initial Beneficiary” shall mean each of the Stockholders.
(k) “Initial Canada Trust Beneficiary” shall mean each of the Stockholders who are resident in Canada and who have become Beneficiaries of the Canada Distribution Trust as of the Record Date pursuant to this Agreement.
(l) "Liquidating Trust Liabilities" shall mean (i) all of the Company’s unsatisfied debts, claims, commitments, suites, obligations, and other liabilities, (whether absolute, accrued, asserted or unasserted, fixed, contingent or otherwise) arising out of the Company’s ownership of the Transferred Assets and from the operation of the Company prior to the SinoCoking Closing (as defined in the Liquidating Trust Agreement), including, without limitation, the liabilities listed in Schedule B of the Liquidating Trust Agreement; (ii) the Indemnification Liabilities prescribed in Section 5.4(b) of the Liquidating Trust Agreement; and (iii) any costs and expenses incurred or to be incurred in connection with the administration of the Liquidating Trust and liquidation of the Liquidating Trust Assets.
(m) “Liquidating Trust” shall mean the Able (U.S.) Liquidating Trust.
(n) “Liquidating Trust Agreement” shall mean that certain Agreement and Declaration of Trust with the Liquidating Trustee dated as of February 5, 2010.
(o) “Liquidating Trust Assets” shall mean all the property held from time to time by the Liquidating Trustee under the Liquidating Trust Agreement, which initially shall consist
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of the Transferred Assets, and in addition, shall thereafter include all dividends, distributions, rents, royalties, income, payments and recoveries of claims, proceeds and other receipts of, from, or attributable to any assets held by the Liquidating Trust, less any of the foregoing utilized by the Liquidating Trustee to pay expenses of the Liquidating Trust, satisfy Liabilities or to make distributions to the Distribution Trusts pursuant to the terms and conditions hereof.
(p) "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, a joint venture, any unincorporated organization, or a government or political subdivision thereof.
(q) “Record Date” shall mean 5:00 PM Pacific Standard Time on February 5, 2010.
(r) “Shares” shall mean the shares of common stock, $0.001 par value per share, of the Company.
(s) "Stockholders" shall mean the holders of record of the outstanding Shares of the Company as of the Record Date.
(t) “Stockholders List” shall have the meaning set forth in Section 3.1.
(u) “Successor Trustee” shall have the meaning set forth in Section 10.2.
(v) “Transfer Date” shall mean February 5, 2010.
(w) “Transferred Assets” shall mean the assets described on Schedule A to the Liquidating Trust Agreement.
(x) “Treasury Regulations” shall mean the Income Tax Regulations promulgated under the Code by the U.S. Department of Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
(y) "Trustee" shall mean the initial Trustee appointed under this Agreement and any Successor Trustee thereof, pursuant to and in accordance with the terms of this Agreement.
(z) “U.S. Distribution Trust” shall mean the Able (U.S.) Distribution Trust created under that certain Agreement and Declaration of Trust with Able Holdings (Delaware), Inc., as trustee, dated as of February 5, 2010, the Initial Beneficiaries of which are all Stockholders who are resident other than in Canada.
(aa) “Units” shall have the meaning given to such term in Section 3.1.
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importing persons shall include firms, associations, and corporations. All references herein to Articles, Sections, and other subdivisions refer to the corresponding Articles, Sections, and other subdivisions of this Agreement; and the words herein, hereof, hereby, hereunder, and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, or subdivision of the Agreement.
ARTICLE II
(a) The Canada Distribution Trust is a grantor trust organized for the sole purpose and objective of receiving distributions from the Liquidating Trust of its proportionate share of the proceeds from the liquidation of the Liquidating Trust Assets and to distribute such amounts, and any income derived by the Canada Distribution Trust therefrom, to the Canada Trust Beneficiaries in as prompt and orderly a fashion as possible after the payment of expenses and liabilities, and the making of reasonable provision for claims and contingent liabilities incurred by the Canada Distribution Trust. The Canada Distribution Trust shall have no purpose to continue or engage in the conduct of a trade or business.
(b) The Canada Trust Beneficiaries are hereby deemed to grant, assign and contribute to this Canada Distribution Trust their respective proportionate undivided rights, title and interest in and to the Transferred Assets, which they are deemed to have received from the Company, for the purpose of having the Trustee, in turn, transfer to the Liquidating Trust such undivided right title and interest, and the Canada Distribution Trust is hereby deemed, on behalf of the Canada Trust Beneficiaries, to grant, assign and contribute to the Liquidating Trust the aggregate proportionate undivided right, title and interest in and to such Transferred Assets of the Canada Trust Beneficiaries. As a result, the Canada Trust Beneficiaries shall be deemed to be beneficial owners, through the Canada Distribution Trust, of their respective share of the Liquidating Trust Assets pursuant to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended (the “Code”) and any analogous provision of state, local or Canadian law. To the extent permitted by law, distributions to the Canada Distribution Trust from the Liquidating Trust and from the Canada Distribution Trust to the Canada Trust Beneficiaries, shall be considered (i) first as a return on account of capital and then (ii) as income. The Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position.
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ARTICLE III
(a) The Beneficial Interest of each initial Canada Trust Beneficiary (“Initial Canada Trust Beneficiary”) shall be determined in accordance with a certified copy of the Company's stockholders list as of the Record Date (“Stockholders List”). The Liquidating Trustee, promptly after its receipt from the Company's transfer agent, shall deliver the Stockholder’s List to the Trustee. For ease of administration, the Trustee shall express the Beneficial Interest of each Beneficiary of the Canada Distribution Trust in terms of units (“Units”). The Initial Canada Trust Beneficiaries shall consist of the Stockholders who are shown on the Stockholders List to be resident in Canada. Each Stockholder who is an Initial Canada Trust Beneficiary shall receive one Unit for each Share then held of record as of the Record Date. Each Initial Canada Trust Beneficiary shall have the same pro rata undivided
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interest in the Canada Distribution Trust Assets as the number of Units held by such Canada Trust Beneficiary bears to the total Units of all Initial Canada Trust Beneficiaries and, each Initial Canada Trust Beneficiary shall have the same undivided pro rata interest in the Liquidating Trust Assets through the Canada Distribution Trust, as the number of Units held by such Beneficiary bears to the total Units held by Initial Beneficiaries of both Distribution Trusts.
(b) The rights of Canada Trust Beneficiaries in, to and under the Canada Distribution Trust Assets and the Canada Distribution Trust shall not be represented by any form of certificate or other instrument, and no Canada Trust Beneficiary shall be entitled to such a certificate. The Trustee shall maintain or cause to be maintained a record of the name and address of each Beneficiary and such Beneficiary's total Units in the Canada Distribution Trust.
(c) If any conflicting claims or demands are made or asserted with respect to the ownership of any Units, or if there is any disagreement between the transferees, assignees, heirs, representatives or legatees succeeding to all or part of the interest of any Canada Trust Beneficiary resulting in adverse claims or demands being made in connection with such Units, then, in any of such events, the Trustee shall be entitled, at his sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee may elect to make no payment or distribution with respect to such Units, or to make such payment to a court of competent jurisdiction or an escrow agent and, in so doing, the Trustee shall not be or become liable to any of such parties for his failure or refusal to comply with any of such conflicting claims or demands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. Notwithstanding anything to the contrary set forth in this Section 3.l(c), the Trustee shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.
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the Liquidating Trust Assets, but the whole title to all of such assets shall be vested in the Trustee or the Liquidating Trustee, as the case may be, and the sole interest of the Canada Trust Beneficiaries shall be the rights and benefits given to such Persons under this Agreement and the Liquidating Trust Agreement.
(a) The Beneficial Interest of a Canada Trust Beneficiary may not be transferred, assigned or pledged inter vivos; provided, that the Beneficial Interests shall be assignable or transferable by will, intestate succession, or operation of law and that the executor or administrator of the estate of a Canada Trust Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the Canada Trust Beneficiary, including probate fees, upon written notice to, and written consent of, the Trustee, which consent may not be unreasonably withheld.
(b) Except as may be otherwise required by law, the Beneficial Interests of the Canada Trust Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Canada Trust Beneficiary, but the interest of a Canada Trust Beneficiary shall be paid by the Trustee to the Canada Trust Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Canada Trust Beneficiary only when actually received by such Beneficiary.
ARTICLE IV
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a final distribution to the Canada Trust Beneficiaries in accordance with Section 5.5.
ARTICLE V
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ARTICLE VI
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(iii) other temporary investments not inconsistent with the Canada Distribution Trust’s status as a grantor trust for tax purposes. The Trustee shall not be under any duty to reinvest such part of the Canada Distribution Trust Assets as may be in cash, or as may be converted into cash, nor shall the Trustee be chargeable with interest thereon except to the extent that interest may be paid to the Trustee on such cash amounts. In no event shall the Trustee receive any property, make any distribution, satisfy or discharge any obligation, claim, liability or expense or otherwise take any action which is inconsistent with effectuating complete distribution of the Canada Distribution Trust Assets.
(a) to convert into cash any Canada Distribution Trust Assets temporarily invested pursuant to Section 6.1, and pay, discharge, and satisfy all claims, expenses, charges, obligations and other liabilities existing with respect to the Canada Distribution Trust Assets;
(b) to elect, appoint, engage, retain or employ any Persons as agents, representatives, employees, or independent contractors (including, without limitation, real estate advisors, investment brokers, and any former officers, employees, agents and property managers of the Company) in one or more capacities, and to pay reasonable compensation from the Canada Distribution Trust Assets for services in as many capacities as such Person may be so elected, appointed, engaged, retained or employed, (provided that, except as otherwise provided here), any such agreements or arrangements with a Person or entity affiliated with the Trustee shall be on terms no less favourable to the Canada Distribution Trust than those available to the Canada Distribution Trust in similar agreements or arrangements with unaffiliated third parties, and such agreements or arrangements shall be terminable, without penalty, on 60 days prior written notice by the Canada Distribution Trust, to prescribe the titles, powers and duties, terms or service and other terms and conditions of the election, appointment, engagement, retention or employment of such Persons and, except as prohibited by law, to delegate any of the powers and duties of the Trustee to agents, representatives, employers, independent contractors or other Persons;
(c) to retain and set aside such funds out of the Canada Distribution Trust Assets as the Trustee shall, in its sole discretion, deem necessary or expedient to pay, or provide for the payment of unpaid claims, expenses, charges, obligations, and costs of administering the Canada Distribution Trust Assets;
(d) to do and perform any and all acts necessary or appropriate for the conservation and protection of the Canada Distribution Trust Assets and its undivided proportionate share of the Liquidating Trust Assets, including acts or things necessary or appropriate to maintain the Canada Distribution Trust Assets held by the Trustee pending distribution thereof to the Canada Trust Beneficiaries;
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(e) to institute or defend actions or judgments for declaratory relief or other actions or judgments and to take such other action, in the name of the Canada Distribution Trust or as otherwise required, as the Trustee may, in its sole discretion, deem necessary or desirable to enforce any instruments, contracts, agreements, causes of action, or rights relating to or forming a part of the Canada Distribution Trust Assets;
(f) to cancel, terminate, or amend any instruments, contracts, agreements, obligations, or causes of action relating to administration of the Canada Distribution Trust, and to execute new instruments, contracts, agreements, obligations or causes of action with respect thereto;
(g) to cause any temporary investments of any part of the Canada Distribution Trust Assets to be registered and held in the Trustee’s name or in the names of a nominee or nominees without increase or decrease of liability with respect thereto;
(h) in the event any of the property which is or may become a part of the Trust Assets is situated in any province or other jurisdiction in which the Trustee is not qualified to act as the Trustee, to nominate and appoint an individual or corporate trustee qualified to act in such province or other jurisdiction in connection with property situated in that province or other jurisdiction as a trustee of such property and require from such trustee such security as may be designated by the Trustee. The trustee so appointed shall have all the rights, powers, privileges and duties and shall be subject to the conditions and limitations of the Canada Distribution Trust, except as limited by the Trustee and except where the same may be modified by the laws of such province or other jurisdiction (in which case, the laws of the province or other jurisdiction in which such trustee is acting shall prevail to the extent necessary). Such trustee shall be answerable to the Trustee herein appointed for all monies, assets and other property which may be received by it in connection with the administration of such property. The Trustee hereunder may remove such trustee, with or without cause, and appoint a successor trustee at any time by the execution by the Trustee of a written instrument declaring such trustee was removed from office, and specifying the effective date of removal; and
(i) to perform any act authorized, permitted, or required under any instrument, contract, agreement, right, obligation, or cause of action relating to or forming a part of the Canada Distribution Trust Assets whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unless such act would require the consent of the Canada Trust Beneficiaries in accordance with the express provisions of this Agreement.
ARTICLE VII
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own affairs. However, the Trustee shall in no event be subject to any personal liability whatsoever to any Person in connection with the Canada Distribution Trust Assets or the affairs of the Canada Distribution Trust, except for fraud or other misconduct knowingly or intentionally committed in bad faith; and provided, further, that:
(a) the Trustee shall not be required to perform any duties or obligations except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee;
(b) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth, accuracy and completeness thereof, on the statements and certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement;
(c) the Trustee shall not be liable for any error of judgment made in good faith;
(d) the Trustee shall not be liable with respect to any action taken or omitted to be taken in good faith by it (i) in accordance with a written opinion of legal counsel requested by and addressed to the Trustee or (ii) at the written direction of Canada Trust Beneficiaries having aggregate Units of at least two-thirds of the total Units held by all Canada Trust Beneficiaries relating to exercising any right or power conferred upon the Trustee under this Agreement; and
(e) the Trustee shall not be responsible for the acts or omissions of any Successor Trustee, nor shall any Successor Trustee be responsible for the acts or omissions of a predecessor trustee unless such trustee, in bad faith, knowingly or intentionally, participated in, approved of, acquiesced in or concealed the fraud or other misconduct.
(a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b) The Trustee may consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken or suffered by it in accordance with the advice of such counsel.
(c) Persons dealing with the Trustee shall look only to the Canada Distribution Trust Assets to satisfy any liability incurred by the Trustee in good faith to any such Person in carrying out the terms of the Canada Distribution Trust, and the Trustee shall have no individual obligation to satisfy any such liability.
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directors, employees, agents and attorneys (collectively the “Indemnified Persons”) shall be indemnified by and receive reimbursement from the Canada Distribution Trust Assets against and from any and all claims, losses, liabilities or damages, which the Indemnified Persons may incur or sustain, in the exercise and performance of any of the Trustee’s powers and duties under this Agreement, except for fraud or misconduct knowingly or intentionally committed in bad faith (“Cause”); provided, however, that no party other than the Trustee shall have the right to cause the Canada Distribution Trust to indemnify the Indemnified Persons. The Trustee may purchase with the Canada Distribution Trust Assets such insurance as it determines, in the exercise of its discretion, adequately insures that it shall be indemnified against any such loss, liability or damage pursuant to this Section 7.3. The rights accruing to the Indemnified Persons under these provisions shall not be deemed to exclude any other right to which such Person may be lawfully entitled; provided, that no such Person may satisfy any right of indemnity or reimbursement granted herein, or to which such Person may be otherwise entitled, except out of the Canada Distribution Trust Assets, and no Canada Trust Beneficiary shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise. The Trustee may make advance payments in connection with indemnification under this Section 7.3; provided, that the Indemnified Persons shall have given a written undertaking to repay any amount advanced to such Person and to reimburse the Canada Distribution Trust in the event that it is subsequently determined that such Person is not entitled to such indemnification. Nothing contained herein shall restrict the right of the Trustee to indemnify or reimburse any Person in any proper case, even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Person to contribution under applicable law.
ARTICLE VIII
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ARTICLE IX
COMPENSATION OF TRUSTEE
COMPENSATION OF TRUSTEE
ARTICLE X
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and trusts of such retiring Trustee, and shall duly assign, transfer, and deliver to such Successor Trustee all property and money held by it hereunder.
ARTICLE XI
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Beneficiaries shall be by written ballot. An Inspector of Votes, appointed by the Chairman of the meeting, shall count all votes cast at the meeting for or against any resolution and shall make and file with the Secretary of the meeting their verified written report.
ARTICLE XIII
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opinion of counsel, to be treated for income tax purposes, as other than a grantor trust under applicable tax law, or cause the Canada Trust Beneficiaries to be treated as other than the owners of their respective shares of the Canada Distribution Trust's taxable income pursuant to Canadian law. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Trustee, without the consent of any of the Beneficiaries; (i) to add to the representations, duties or obligations of the Trustee or surrender any right or power granted to the Trustee; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement, which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Canada Trust Beneficiaries thereof; and (B) does not alter the proportionate interest of a Canada Trust Beneficiary in any way without the consent of such Canada Trust Beneficiary adversely affected thereby.
ARTICLE XIV
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14.4 Laws as to Construction and Enforcement. The validity, interpretation, construction and performance of this Agreement and disputes and controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the Province of British Columbia, irrespective of British Columbia’s choice-of-law principles that might apply the law of any other jurisdiction, and the Company and, the Trustee consent and agree that this Agreement shall be governed by and construed in accordance with such laws and that any enforcement thereof shall be solely and exclusively within the jurisdiction of the Supreme Court of British Columbia.
14.6 Notices. Any notice or other communication by the Trustee to any Canada Trust Beneficiary shall be in writing and shall be deemed to have been given, for all purposes, if (i) mailed in British Columbia by first class mail, postage prepaid, or (ii) sent by electronic mail with acknowledgement of delivery, to the addresses as shown in the records of the Canada Distribution Trust. All other notices and communications hereunder shall be in writing and shall be deemed to have been given to the recipient in the manner set forth in (i) or (ii), or through (iii) personal delivery or (iv) by cable, telegram or facsimile or (v) reputable overnight courier service to the Persons named below at the below addresses or at such other addresses as shall be
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specified by the parties by like notice. Notices or other written communication shall be deemed given on the date of physical delivery in the case of clauses (iii) and (v) and in the cases of clause (ii) and (iv) on the date transmitted. Notices sent by mail under clause (i) shall be deemed given five (5) business days after mailing.
(a) If to the Trustee: AAC Holdings (Canada) Ltd.
Attn: Xxxxx Xxxxx, Chairman
Xxxxx 000-0000 Xxxxxxxx Xxxxxx
Xxxxxxx, X.X.
X0X 0X0
Email: xxxxx@xxxxxxxxxxxx.xxx
(b) If to the Company: SinoCoking Coal & Coke Chemical Industries Inc.
Attn: Jianhua Lv, President
Kuanggong Road and Tiyu Road
10th Floor, Chengshi Xin Yong She, Xxxx Xxxx
Xxxxxx Xxxxxxxx, Xxxxxxxxxxxx
Xxxxx Xxxxxxxx, Xxxxx 000000
Fax: x000000000000
With copy to: Xxxxx Xxxx, Esq.
Xxxxxxxxxx & Xxxxx LLP
Xxxxxxx Plaza
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: 000.000.0000
Email: xxxxx@xxxxxxxxxxxxxxx.xxx
(c) If to the Able Holdings (U.S.), Inc.
Liquidating Attn: Xxxxx Xxxxx, Chairman
Trustee: 0000 Xxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxx.xxx
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XXXXXXXXXXXX.XXX INC.
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AAC (CANADA), INC., AS TRUSTEE OF THE ABLE (CANADA) TRUST DISTRIBUTION | |||
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By: /s/Xxxxx Xxxxx
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By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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Xxxxx Xxxxx
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Its: President
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Its: Chairman
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| ABLE HOLDINGS (U.S.), INC., AS TRUSTEE OF THE ABLE (U.S.) LIQUIDATING TRUST | |
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By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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Its: Chairman
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SCHEDULE A
TRUSTEE’S COMPENSATION
The Trustee shall receive a annual fee for its services, payable as follows:
$20,000 on the Transfer Date
$20,000 on the first anniversary of the Transfer Date
In addition, the Trustee, in its sole discretion, may authorize the payment of an additional annual Trustee fee of US$20,000 for each subsequent year during which the Canada Distribution Trust at any time is in existence, payable on each succeeding anniversary of the Transfer Date.