0000909518-11-000138 Sample Contracts

GUC TRUST AGREEMENT
Guc Trust Agreement • April 4th, 2011 • Motors Liquidation Co • Motor vehicles & passenger car bodies • Delaware

THIS Certificate of Trust of Motors Liquidation Company GUC Trust (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

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MLC ASBESTOS PI TRUST AGREEMENT
Asbestos Pi Trust Agreement • April 4th, 2011 • Motors Liquidation Co • Motor vehicles & passenger car bodies • Delaware

This MLC Asbestos PI Trust Agreement (this “PI Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the Effective Date, is entered into, pursuant to the Debtors’ Second Amended Joint Chapter 11 Plan dated as of March 17, 2011 (as it may be amended or supplemented, the “Plan”),1 by Motors Liquidation Company (f/k/a General Motors Corporation) and its affiliated debtors (collectively referred to as the “Debtors,” “MLC,” or the “Settlors”), the debtors and debtors-in-possession whose chapter 11 cases are jointly administered under Case No. 09-50026 (REG) in the United States Bankruptcy Court for the Southern District of New York; the Legal Representative for Future Claimants (the “Futures Representative”); the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims (the “ACC”); the Asbestos PI Trustee (the “Trustee”); Wilmington Trust Company (the “Delaware Trustee”) and the members of the Trust Advisory Committee (the “TAC”) ident

AVOIDANCE ACTION TRUST AGREEMENT
Avoidance Action Trust Agreement • April 4th, 2011 • Motors Liquidation Co • Motor vehicles & passenger car bodies • Delaware

MOTORS LIQUIDATION COMPANY AVOIDANCE ACTION TRUST AGREEMENT, dated as of March 30, 2011 (as it may be amended from time to time, this “Trust Agreement”), by and among Motors Liquidation Company (“MLC”), MLC of Harlem, Inc., MLCS, LLC, MLCS Distribution Corporation, Remediation and Liability Management Company, Inc., and Environmental Corporate Remediation Company, Inc. (collectively, the “Debtors”), as debtors and debtors-in-possession, Wilmington Trust Company, as trust administrator and trustee (together with any successor appointed under the terms hereof, the “Trust Administrator”) of the Motors Liquidation Company Avoidance Action Trust (the “Trust”) for the benefit of the Trust Beneficiaries (as defined below), and FTI Consulting, Inc., as trust monitor (together with any successor appointed under the terms hereof, the “Trust Monitor”) of the Trust. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors’ Second

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