IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

EXHIBIT C TO FIRST AMENDED JOINT PLAN OF COLLINS & AIKMAN CORPORATION AND ITS DEBTOR SUBSIDIARIES

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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0555927070525000000000008

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FORM OF AGREEMENT

C&A LITIGATION TRUST AGREEMENT C&A LITIGATION TRUST AGREEMENT, dated as of ________ __, 2007 (this Agreement), by and among COLLINS & AIKMAN CORPORATION and each of its subsidiaries a party hereto, in their capacities as debtors and debtors in possession and on behalf of themselves and their respective chapter 11 estates (each a Debtor and, collectively, the Debtors), as settlors, and ALAN B. MILLER, as trustee of the Trust referred to herein (in such capacity, the Litigation Trust Administrator). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the First Amended Joint Plan of Collins & Aikman Corporation and Its Debtor Subsidiaries dated February 9, 2007. Background A. On May 17, 2005, each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court; B. On or about _________ __, 2007, the Bankruptcy Court entered an order (the Confirmation Order) confirming the Plan; C. The Plan provides that, on the Effective Date, the Debtors shall grant, assign, transfer, convey and deliver all of their right, title, and interest in and to the Litigation Trust Assets (also sometimes referred to herein as the Trust Assets) to the C&A Litigation Trust (also sometimes referred to herein as the Trust) on behalf, and for the benefit, of the holders of Allowed Prepetition Facility Claims and Allowed Class 5, 6, and 7 Claims and each of their respective successors, assigns and heirs (collectively, the LT Beneficiaries) solely for distribution to the LT Beneficiaries in accordance with this Agreement, the Plan and the Confirmation Order; D. The Trust is being created pursuant to this Agreement for the purposes of liquidating the Trust Assets and distributing or utilizing the proceeds thereof (the Trust Proceeds) to or for the benefit of the LT Beneficiaries, as described in Articles IV.C and IX of the Plan; and E. The Litigation Trust Administrator shall have all powers necessary to implement the provisions of this Agreement and administer the Trust, including, without limitation, the power to: (i) prosecute for the benefit of the LT Beneficiaries any Causes of Action that may from time to time be held by the Trust; (ii) preserve, maintain and liquidate the Trust Assets; (iii) distribute to or utilize the Trust Proceeds for the benefit of the LT Beneficiaries; (iv) object to and reconcile disputed Class 5, 6, and 7 Claims; and (v) otherwise perform the functions and take the actions provided for or permitted in the Plan, this Agreement or in any other agreement executed pursuant to the Plan, in each case subject to the provisions of Section 6.3 of this Agreement regarding the Litigation Trust Committee. Agreement NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Debtors and the Litigation Trust Administrator agree as follows:

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ARTICLE I DECLARATION OF TRUST 1.1 Creation of Trust. The Debtors and the Litigation Trust Administrator, pursuant to the Plan and the Confirmation Order and in accordance with the applicable provisions of chapter 11 of the Bankruptcy Code, hereby constitute and create the Trust, which shall bear the name C&A Litigation Trust. In connection with the exercise of the Litigation Trust Administrators power hereunder, the Litigation Trust Administrator may use this name or such variation thereof as the Litigation Trust Administrator sees fit. 1.2 Purpose of Trust. The purpose of this Agreement is to implement Articles IV.C, VII and IX of the Plan on behalf, and for the benefit, of the LT Beneficiaries, and to serve as a mechanism for liquidating and converting to cash the Trust Assets and distributing the Trust Proceeds to or utilizing the Trust Proceeds for the benefit of the LT Beneficiaries in accordance with this Agreement, the Plan and the Confirmation Order. 1.3 Transfer of Trust Assets.

(a) In partial satisfaction (in addition to the other distributions provided for under the Plan and the conveyances to other trusts under the Plan) of all Allowed Prepetition Facility Claims and in satisfaction of all Allowed Class 5, 6, and 7 Claims, the Debtors hereby transfer as of the Effective Date, for the sole benefit of the LT Beneficiaries, pursuant to sections 1123(a)(5)(B) and 1123(b)(3)(B) of the Bankruptcy Code and in accordance with the Plan and the Confirmation Order, the Trust Assets to the Trust, free and clear of any and all liens, claims, encumbrances and interests (legal, beneficial or otherwise) of all other entities to the maximum extent contemplated by and permissible under section 1141(c) of the Bankruptcy Code. Nothing in this Agreement is intended to, or shall be construed to, effect a release, extinguishment or compromise of any claim or Cause of Action transferred to the Trust pursuant to this Agreement. For the avoidance of doubt, the term Trust Assets includes all Causes of Action of the Debtors that were not divested or released prior to the Effective Date or transferred to the PostConsummation Trust on the Effective Date. The Trust Assets, which include the Trust Proceeds and all other property held from time to time by the Litigation Trust under this Agreement and any earnings, including without limitation interest, on any of the foregoing (collectively, the Trust Property), are to be held and applied by the Litigation Trust Administrator in accordance with the terms hereof for the benefit of the LT Beneficiaries, and for no other party, subject to the further covenants, conditions and terms hereinafter set forth. (b) To the extent any assets of the Debtors (Assets) cannot be transferred to the Trust because of a restriction on transferability under applicable nonbankruptcy law that is not superseded by section 1123 or any other provision of the Bankruptcy Code, such Assets shall be retained by the applicable Debtors and Estates. The proceeds of any such Asset retained by the Debtors and the Estates shall be allocated to the trust that would have received such Asset on the Effective Date pursuant to the Plan had such transfer not been restricted under applicable nonbankruptcy law. The Litigation Trust Administrator may commence an action in the Bankruptcy Court to resolve any dispute regarding (i) the allocation among the Trust and the Post-Consummation Trust of the proceeds of any Assets retained by the Debtors and the Estates or (ii) as to which trust any specific Asset should be allocated, in each case pursuant to the Plan

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and Confirmation Order. To the extent necessary or appropriate, the Litigation Trust Administrator may be designated as a representative of one or more of the Estates pursuant to section 1123(b)(3)(B) of the Bankruptcy Code to enforce or pursue any rights, claims or Causes of Action that remain property of the Estates after the Effective Date. (c) For all federal, state and local income tax purposes, each holder of an Allowed Prepetition Facility Claim and each holder of an Allowed Class 5, 6, or 7 Claim shall be treated as transferring such Allowed Claim to the Debtors in exchange for the holders Pro Rata share of the Trust Assets, in addition to other distributions to which the holder is entitled under the Plan, and then as transferring the holders Pro Rata share of the Trust Assets (subject to the liabilities) to the Trust in exchange for such holders Pro Rata share of the Litigation Recovery Interests in accordance with the terms of Section 4.2(a) of this Agreement (also sometimes referred to herein as Beneficial Interests). (d) The Debtors, the Litigation Trust Administrator and the LT Beneficiaries shall each value the Trust Assets and assumed liabilities consistently for federal and other income tax purposes. After the Effective Date, the Litigation Trust Administrator, in reliance upon such professionals as the Litigation Trust Administrator may retain, shall make a good faith valuation of the Trust Assets no later than 180 days following the Effective Date. Such valuation shall be made available from time to time, to the extent necessary or appropriate as reasonably determined by the Litigation Trust Administrator in reliance on its professionals or as directed by the Litigation Trust Committee (which may include posting such valuation on a website established by the Trust), and used consistently by all parties (including, without limitation, the Debtors, the Litigation Trust Administrator and the LT Beneficiaries) for federal and other income tax purposes. 1.4 Liquidation of Trust Assets. The Litigation Trust Administrator shall, in an expeditious but orderly manner and subject to the other provisions of the Plan and this Agreement, liquidate and convert to cash the Trust Assets, make timely distributions in accordance with the terms hereof and not unduly prolong the existence of the Trust. The Litigation Trust Administrator shall exercise reasonable business judgment and liquidate the Trust Assets to maximize net recoveries; provided that the Litigation Trust Administrator shall be entitled to take into consideration the risks, timing, and costs of potential actions in making determinations as to the maximization of recoveries. Such liquidations may be accomplished through the prosecution, compromise and settlement, abandonment or dismissal of any or all claims, rights or Causes of Action or otherwise or through the sale or other disposition of the Trust Assets (in whole or in combination, and including the sale of any claims, rights or Causes of Action). Pursuant to an agreed upon budget in accordance with Section 4.4 of this Agreement, the Litigation Trust Administrator may incur any reasonable and necessary expenses in connection with the liquidation and conversion of the Trust Assets into cash. 1.5 Appointment and Acceptance of Litigation Trust Administrator. The Litigation Trust Administrator shall be deemed to be appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The Litigation Trust Administrator accepts the Trust created by this Agreement and the grant, assignment, transfer, conveyance and delivery to the Litigation Trust Administrator, on behalf, and for the benefit, of the LT Beneficiaries, by the Debtors of all of

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their respective right, title and interest in the Trust Assets, upon and subject to the terms and conditions set forth herein, in the Plan and in the Confirmation Order. 1.6 No Reversion to Debtors. In no event shall any part of the Trust Property revert to or be distributed to any of the Debtors. 1.7 Incidents of Ownership. The LT Beneficiaries shall be the sole beneficiaries of the Trust, the Trust Assets and the Trust Property and the Litigation Trust Administrator shall retain only such incidents of ownership as are necessary to undertake the actions and transactions authorized herein, in the Plan and in the Confirmation Order, including, but not limited to, those powers set forth in Section 6.1 hereof. ARTICLE II LT BENEFICIARIES 2.1 Conflicting Claims. If any conflicting claims or demands are made or asserted with respect to a Beneficial Interest, the Litigation Trust Administrator shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Litigation Trust Administrator may elect to make no payment or distribution with respect to the Beneficial Interest represented by the claims or demands involved, or any part thereof, and the Litigation Trust Administrator shall refer such conflicting claims or demands to the Bankruptcy Court, which shall have exclusive jurisdiction over resolution of such conflicting claims or demands. In so doing, the Litigation Trust Administrator shall not be or become liable to any party for its refusal to comply with any of such conflicting claims or demands. The Litigation Trust Administrator shall be entitled to refuse to act until either (a) the rights of the adverse claimants have been adjudicated by a Final Order of the Bankruptcy Court or (b) all differences have been resolved by a written agreement among all of such parties and the Litigation Trust Administrator, which agreement shall include a complete release of the Trust and the Litigation Trust Administrator (the occurrence of either (a) or (b) being referred to as a Dispute Resolution in this Section 2.1). Until a Dispute Resolution is reached with respect to such conflicting claims or demands, the Litigation Trust Administrator shall hold in a segregated interest-bearing account with a United States financial institution any payments or distributions from the Trust to be made with respect to the Beneficial Interest at issue. Promptly after a Dispute Resolution is reached, the Litigation Trust Administrator shall transfer the payments and distributions, if any, held in the segregated account, together with any interest and income generated thereon, in accordance with the terms of such Dispute Resolution. 2.2 Rights of LT Beneficiaries. Each LT Beneficiary shall be entitled to participate in the rights and benefits due to an LT Beneficiary hereunder according to the terms of its Beneficial Interest. Each LT Beneficiary shall take and hold the same, subject to all the terms and conditions of this Agreement, the Plan and the Confirmation Order. The interest of an LT Beneficiary is hereby declared and shall be in all respects personal property. Except as expressly provided hereunder, an LT Beneficiary shall have no title to, right to, possession of, management of or control of the Trust or the Trust Property. 2.3 Interest Beneficial Only. The ownership of a Beneficial Interest in the Trust shall not entitle any LT Beneficiary to any title in or to the Trust Property or to any right to call for a

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partition or division of such assets or to require an accounting, except as specifically provided herein. 2.4 Evidence of Beneficial Interest. Ownership of a Beneficial Interest in the Trust shall not be evidenced by any certificate, security or receipt or in any other form or manner whatsoever, except as maintained on the books and records of the Trust by the Litigation Trust Administrator (or any agent appointed by the Litigation Trust Administrator for purposes of maintaining a record of the LT Beneficiaries and their respective Beneficial Interests in the Trust). The Litigation Trust Administrator shall, upon written request of a holder of a Beneficial Interest, provide reasonably adequate documentary evidence of such holders Beneficial Interest, as indicated in the books and records of the Trust. The expense of providing such documentation shall be borne by the requesting LT Beneficiary. 2.5 Transfers of Beneficial Interests.

(a) The Beneficial Interests in the Trust have not been registered pursuant to the Securities Act of 1933, as amended (the Securities Act), or any state securities law. If the Beneficial Interests constitute securities, the parties hereto intend that the exemption provisions of section 1145 of the Bankruptcy Code shall apply to the Beneficial Interests. The Beneficial Interests shall not be capable of being transferred, assigned, pledged or hypothecated, in whole or in part, unless the conditions set forth in Section 2.5(b) below are met. Any such transfer, assignment, pledge or hypothecation, however, will not be effective until and unless the Litigation Trust Administrator receives written notice of such transfer, assignment, pledge or hypothecation, which notice must be executed by the transferor and the transferee and must clearly identify the Beneficial Interest being transferred, assigned, pledged or hypothecated. The Litigation Trust Administrator is entitled to rely upon such notice as definitive evidence of such transfer, assignment, pledge or hypothecation without additional investigation. Transfers of record made in accordance with this Section 2.5 shall be indicated on the books and records of the Litigation Trust Administrator maintained for such purpose. Any transfer, assignment, pledge or hypothecation of a Beneficial Interest or any part thereof in violation of this Section 2.5 shall be void ab initio. (b) No transfer, assignment, pledge or hypothecation of a Beneficial Interest or any part thereof may be effected until either (i) the Beneficial Interest or part thereof subject to such disposition is registered under the Securities Act and any applicable state securities laws or (ii) the Litigation Trust Administrator receives, not less than five Business Days prior to the proposed disposition, such legal opinions, certificates or other documents that the Litigation Trust Administrator, in its reasonable discretion, deems necessary or appropriate to assure that such disposition is exempt from registration under such laws and that the Trust shall not be required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, on account of such disposition. Notwithstanding anything to the contrary contained in this Section 2.5, no transfer, assignment, pledge or hypothecation of a Beneficial Interest or any part thereof that causes the Trust to be required to file reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be permitted and any such transfer, assignment, pledge or hypothecation shall be void ab initio.

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(c) The holder effecting a disposition of a Beneficial Interest or any part thereof shall pay, or reimburse the Trust for, all costs incurred by the Trust in connection with such disposition (including, without limitation, the legal fees incurred in connection with the legal opinions referred to in Section 2.5(b)) on or before the tenth day after the receipt by that person of the Trusts invoice for the amount due. If payment is not made by the date due, the person owing that amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to 10% plus any costs, including attorneys fees, incurred in the collection of such amount. 2.6 Limited Liability. No provision of this Agreement, the Plan or the Confirmation Order, and no mere enumeration herein of the rights or privileges of any Beneficial Interest holder, shall give rise to any liability of such Beneficial Interest holder solely in its capacity as such, whether such liability is asserted by the Debtors, by creditors or employees of the Debtors, or by any other Person. Beneficial Interest holders are deemed to receive the Trust Property in accordance with the provisions of this Agreement, the Plan and the Confirmation Order in exchange for their Allowed Prepetition Facility Claims and/or Allowed Class 5, 6, and/or 7 Claims, as applicable, without further obligation or liability of any kind, but subject to the provisions of this Agreement.

ARTICLE III DURATION AND TERMINATION OF TRUST 3.1 Duration. The Trust shall become effective upon the Effective Date and shall remain and continue in full force and effect until terminated as provided herein. The Trust shall terminate upon the occurrence of the earlier of (a) the full liquidation, administration and distribution of the Trust Property in accordance with the Plan, the Confirmation Order and this Agreement and the full performance of all other duties and functions of the Litigation Trust Administrator set forth in the Plan, the Confirmation Order and this Agreement or (b) the fifth anniversary of the Effective Date, subject to one or more finite extensions, which must be approved by the Bankruptcy Court pursuant to the terms set forth in the Plan within six months prior to the then-current termination date and provided that the Litigation Trust Administrator receives an opinion of counsel or a favorable ruling from the Internal Revenue Service to the effect that any such extension would not adversely affect the status of the Trust as a grantor trust for federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, in no event shall the Litigation Trust Administrator unduly prolong the duration of the Trust, and the Litigation Trust Administrator shall, in the exercise of its reasonable business judgment and in the interests of the LT Beneficiaries, at all times endeavor to (i) liquidate the Trust Property to maximize net recoveries and (ii) otherwise terminate the Trust as soon as practicable in accordance with this Agreement. 3.2 Continuance of Trust for Winding Up. After the termination of the Trust and solely for the purpose of liquidating and winding up the affairs of the Trust, the Litigation Trust Administrator shall continue to act as such until its duties have been fully performed. Upon distribution of all the Trust Property, the Litigation Trust Administrator shall retain the books, records and files that shall have been delivered to or created by the Litigation Trust

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Administrator. At the Litigation Trust Administrators discretion, all of such records and documents may be destroyed at any time following the date that is six years after the final distribution of Trust Property (unless such records and documents are necessary to fulfill the Litigation Trust Administrators obligations pursuant to Sections 4.7(a) and 6.1 hereof) subject to the terms of any joint prosecution and common interests agreement(s) to which the Litigation Trust Administrator may be a party. Except as otherwise specifically provided herein, upon the final distribution of Trust Property, the Litigation Trust Administrator shall be deemed discharged and have no further duties or obligations hereunder, except to account to the LT Beneficiaries as provided in Section 4.4 hereof and as may be imposed on the Litigation Trust Administrator by virtue of Section 6.1 hereof, and the Trust will be deemed to have been dissolved. ARTICLE IV ADMINISTRATION OF TRUST 4.1 Payment of Claims, Expenses and Liabilities. Subject to the budget agreed upon by the Litigation Trust Committee in accordance with Section 4.4 of this Agreement, the Litigation Trust Administrator shall expend the Cash of the Trust: (a) to pay reasonable administrative expenses of the Trust that are incurred (including, but not limited to, any taxes imposed on the Trust or professional fees and expenses in connection with the administration and liquidation of the Trust Property and preservation of books and records as provided in Section 3.2 hereof); (b) to satisfy other obligations or other liabilities incurred or assumed by the Trust (or to which the Trust Property is otherwise subject) in accordance with the Plan, the Confirmation Order or this Agreement (it being understood that the Trust has not assumed any obligations or liabilities of the Debtors), including fees and costs incurred in connection with the protection, preservation, liquidation and distribution of the Trust Assets and Trust Property, the [LTC Member Fee (as defined below) and] reasonable, documented out-of-pocket expenses of the Litigation Trust Committee members, and the costs of investigating, prosecuting and resolving the Litigation Trust Claims; and (c) to satisfy any other obligations of the Trust expressly set forth in the Plan. 4.2 Distributions.

(a) Generally. From the Effective Date through the Tranche A Termination Date (as defined below), Holders of Allowed Prepetition Facility Claims shall receive their Pro Rata share of the Tranche A Litigation Recovery Interests, which shall represent a 75% Beneficial Interest in the Trust Property Available for Distribution. From the Effective Date through the Tranche A Termination Date, Holders of Allowed Class 5, 6 and 7 Claims shall receive their Pro Rata share of the percentage of the Tranche B Litigation Recovery Interests set forth in the Litigation Trust Allocation Exhibit, which shall represent, in the aggregate, a 25% Beneficial Interest in the Trust Property Available for Distribution. Tranche A Termination Date means the date on which the Allowed Prepetition Facility Claims (which, for this purpose, will include interest accrued through the Effective Date on the Prepetition Facility Claims at the non-default contractual interest rate based on a spread above the Alternate Base Rate) have been paid in full including from, for the avoidance of doubt, distributions (a) by the Debtors prior to the Effective Date, (b) by the Debtors under the Plan, (c) by the Post-Consummation Trust and/or (d) by the Trust (but excluding any distributions or other revenues received by any Holder

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of Prepetition Facility Claims in respect of any investment made by such Holder pursuant to a co-investment right offered to such Holder). Immediately upon the occurrence of the Tranche A Termination Date, the Tranche A Litigation Recovery Interests will be terminated and the Holders of Allowed Class 5, 6 and 7 Claims shall receive their Pro Rata share of the percentage of the Tranche B Litigation Recovery Interests set forth in the Litigation Trust Allocation Exhibit, which shall represent 100% of the Beneficial Interest in the Trust Property Available for Distribution. In accordance with the terms of the Plan and the subordination provisions of the Senior Subordinated Note Indenture, distributions on account of Allowed Class 7 Claims first will be distributed to the Holders of Allowed Class 6 Claims on a Pro Rata Basis until such Allowed Class 6 Claims have been paid in full, at which point, Holders of Allowed Class 6 Claims will no longer be entitled to any distributions from the Litigation Trust and Holders of Allowed Class 7 Claims will be entitled to their Pro Rata share of the Tranche B Litigation Recovery Interests designated for Allowed Class 6 Claims. (b) Timing and Amount of Distributions. The Litigation Trust Administrator shall make distributions of the Trust Property Available for Distribution (as defined below) on each Quarterly Distribution Date (as defined below) and on such additional dates that the Litigation Trust Administrator, in consultation with the Litigation Trust Committee, determines are appropriate from time to time (each Quarterly Distribution Date and any such additional date, a Distribution Date); provided, that the Litigation Trust Administrator shall be entitled, with the consent of the Litigation Trust Committee, to defer any such distribution to the next Quarterly Distribution Date if the Litigation Trust Administrator determines that the amount of Trust Property Available for Distribution at such time is insufficient to justify the cost of effecting the distribution. Quarterly Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is less than 30 days prior to the end of a calendar quarter, the first Quarterly Distribution Date will be the last Business Day of the month following the end of the first calendar quarter after the calendar quarter in which the Effective Date occurs. The Litigation Trust Administrator shall establish a record date for any distributions of not less than 10 days nor more than 60 days prior to the proposed date of such distribution (the Record Date). (c) Trust Property Available for Distribution. Notwithstanding anything in this Agreement to the contrary, the Litigation Trust Administrator shall cause the Trust at all times to retain sufficient funds (the Expense Reserve) as the Litigation Trust Administrator shall determine, in consultation with the Litigation Trust Committee and subject to the budget agreed upon by the Litigation Trust Committee in accordance with Section 4.4 of this Agreement, are reasonably necessary for the Trust to: (i) meet contingent liabilities and maintain the value of the Trust Assets during liquidation; (ii) make the payments and satisfy the obligations and liabilities described in Section 4.1; and (iii) fund any other amounts as required under the Plan and as identified in the Trust budget, and fund the fees and expenses of the Litigation Trust Administrator, the professionals retained by the Litigation Trust Administrator (the Litigation Trust Professionals) and the Trust and the [LTC Member Fee and] reasonable, documented out-of-pocket expenses of the Litigation Trust Committee members. Trust Property Available for Distribution shall be determined by the Litigation Trust Administrator in advance of each Quarterly Distribution Date by subtracting the Expense Reserve from the then available Trust Proceeds. The Litigation Trust Administrator shall distribute Trust Property -8-

Available for Distribution to the LT Beneficiaries on a Pro Rata basis in proportion to their respective Beneficial Interests. (d) Priority of Distribution of Trust Proceeds. Any Trust Property Available for Distribution shall be applied, (a) first, to the fees, costs, expenses and liabilities of the Litigation Trust and the Litigation Trust Administrator, and the [LTC Member Fee and] reasonable, documented out-of-pocket expenses of the Litigation Trust Committee members as provided in Section 4.1; and (b) second, to distributions to LT Beneficiaries. (e) Distribution of Trust Proceeds Upon Termination. Promptly following the termination of the Trust, the Litigation Trust Administrator shall distribute any amounts not yet distributed from the Trust to the LT Beneficiaries in accordance with the terms of this Agreement, the Plan and the Confirmation Order. (f) De Minimis Distributions. No distribution shall be required to be made hereunder to any holder of a Beneficial Interest unless such holder is entitled to receive, in any distribution from the Trust, at least $25.00. Any holder of a Beneficial Interest on account of which the amount of cash to be distributed pursuant to any distribution from the Trust is less than $25.00 shall be deemed to have no claim for such distribution against the Debtors, the Trust, the Litigation Trust Administrator or the Trust Property. Subject to Section 4.3 hereof, any cash not distributed pursuant to this Section 4.2(f) shall be the property of the Trust free of any restrictions thereon. (g) Location for Distributions; Notice of Change of Address. Distributions to holders of Allowed Prepetition Facility Claims and Allowed Class 5, 6, and 7 Claims shall be made by the Litigation Trust Administrator to LT Beneficiaries as of the Record Date (or the Distribution Record Date for distributions made on the Effective Date) at the address listed on Annex B hereto or such other address as may be provided to the Litigation Trust Administrator by such LT Beneficiary. Each LT Beneficiary shall be responsible for providing the Litigation Trust Administrator with timely written notice of any change in address. The Litigation Trust Administrator is not obligated to make any effort to determine the correct address of any LT Beneficiary. (h) Conflicts. In the event of any conflict or inconsistency between the provisions of Section 4.2 or this Section 4.3 and the Plan or the Confirmation Order, the provisions of the Plan and the Confirmation Order shall control. 4.3 Undeliverable Property.

(a) If any distribution of Trust Proceeds or other Trust Property to a LT Beneficiary is returned to the Litigation Trust Administrator as undeliverable, no further distribution to such LT Beneficiary shall be made unless and until the Litigation Trust Administrator is notified in writing of such LT Beneficiarys then-current address. For purposes of this Agreement, undeliverable distributions shall include checks sent to a LT Beneficiary, respecting distributions to such LT Beneficiary, which checks have not been cashed within six months following the date of issuance of such checks. Undeliverable distributions shall remain in the possession of the Litigation Trust Administrator until the next distribution date that the

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relevant distribution becomes deliverable (in which event it shall be distributed to such LT Beneficiary), subject to Section 4.3(b) hereof. (b) Any LT Beneficiary that does not assert a claim for an undeliverable distribution of Trust Proceeds or other Trust Property held by the Trust prior to the date that is the earlier of two years after the date of the distribution or six months after all of the Trust Property has been distributed (other than undeliverable distributions), shall no longer have any claim to or interest in the funds represented by such undeliverable distribution. In such cases, all title to and all Beneficial Interests in the funds represented by any such undeliverable distributions shall revert to or remain in the Trust and shall be redistributed to the remaining holders of Beneficial Interests in accordance with Section 4.2 of this Agreement. 4.4 Reports.

(a) The Litigation Trust Administrator shall deliver reports to members of the Litigation Trust Committee, not later than 15 days prior to each Quarterly Distribution Date, which reports shall specify in reasonable detail: (i) the status of the Litigation Trust Claims and other Assets and Causes of Action assigned to the Trust, including any settlements entered into by the Litigation Trust; (ii) the fees and expenses of the Trust, the Litigation Trust Administrator and the Litigation Trust Professionals incurred and/or earned during the most recent calendar quarter; (iii) the aggregate fees and expenses of the Trust, the Litigation Trust Administrator and the Litigation Trust Professionals incurred and/or earned since the date of this Agreement; (iv) the amount of Trust Proceeds received by the Trust during the most recent calendar quarter; (v) the aggregate amount of Trust Proceeds received by the Trust since the date of this Agreement; (vi) the calculation of the Trust Property Available for Distribution for the next Quarterly Distribution Date, including the amounts of available Trust Proceeds and the Expense Reserve; (vii) the aggregate amount of distributions from the Trust to LT Beneficiaries since the date of this Agreement; and (viii) such other information as the Litigation Trust Committee may reasonably request from time to time. The Litigation Trust Administrator shall also timely prepare, file and distribute such additional statements, reports and submissions (I) as may be necessary to cause the Trust and the Litigation Trust Administrator to be in compliance with applicable law or (II) as may be otherwise reasonably requested from time to time by the Litigation Trust Committee. (b) The Litigation Trust Administrator shall prepare and submit to the Litigation Trust Committee for approval an annual plan and budget at least 30 days prior to the commencement of each fiscal year of the Trust, provided, however, that the first such report shall be submitted no later than 30 days after the Effective Date. Such annual plan and budget shall set forth in reasonable detail: (i) the Litigation Trust Administrators anticipated actions to administer and liquidate the Trust Assets; and (ii) the anticipated expenses, including professional fees, associated with conducting the affairs of the Trust. Such annual plan and budget shall be updated and submitted to the Litigation Trust Committee for review and approval on a quarterly basis, and each such quarterly update shall reflect the differences between the anticipated actions described in the annual report and actual operations of the Trust to date. All actions by the Litigation Trust Administrator must be reasonably consistent with the plan and budget, as updated on a quarterly basis and approved by the Litigation Trust Committee.

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(c) The Litigation Trust Administrator shall provide the Litigation Trust Committee with such other information as may be reasonably requested from time to time or on a regular basis by the Litigation Trust Committee. (d) The Litigation Trust Administrator shall deliver, or make available by posting on a website or otherwise, to all LT Beneficiaries reports no less often than semiannually, containing the types of information set forth in Section 4.4(a) above, in such form and in such detail as it deems appropriate in consultation with the Litigation Trust Committee. 4.5 Exchange Act. If the Trust becomes subject to the registration requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Litigation Trust Administrator shall cause the Trust to register pursuant to, and comply with, the applicable reporting requirements of the Exchange Act. 4.6 Fiscal Year. Except for the first and last years of the Trust, the fiscal year of the Trust shall be the calendar year. For the first and last years of the Trust, the fiscal year of the Trust shall be such portion of the calendar year that the Trust is in existence. 4.7 Books and Records. (a) The Litigation Trust Administrator shall retain and preserve the Debtors books, records and files that shall have been delivered to or created by the Litigation Trust Administrator, including all such books, records and files as may be needed to investigate, prosecute and resolve the causes of action held by the Litigation Trust. The Litigation Trust Administrator shall cooperate reasonably with the Post-Consummation Trust to make available to the Plan Administrator and the professionals for the Post-Consummation Trust for inspection and copying during normal business hours at no charge other than for copying books, records and files (or copies thereof) that are reasonably necessary or helpful in liquidating the assets of the Post-Consummation Trust. The Litigation Trust Administrator shall cause the Trust to perform its obligations under any non-prosecution agreement and/or joint prosecution and common interest agreement to which the Trust has succeeded or the Litigation Trust Administrator is a party, and shall retain or destroy copies of any information that was provided or received pursuant to the terms of any such agreement. (b) The Litigation Trust Administrator shall maintain, in respect of the Trust and the holders of Beneficial Interests, books and records relating to the assets and the income of the Trust and the payment of expenses of the Trust and the Litigation Trust Administrator, in such detail and for such period of time as may be necessary to enable it to make full and proper reports in respect thereof in accordance with the provisions of this Agreement and applicable provisions of law. The Litigation Trust Administrator shall provide any member of the Litigation Trust Committee or, at its expense, any other LT Beneficiary with access to such books and records during normal business hours as may be reasonably requested with advance notice. 4.8 Cash Payments. All distributions required to be made by the Litigation Trust Administrator to the holders of Beneficial Interests shall be made in cash denominated in U.S. dollars by checks drawn on a domestic bank selected by the Litigation Trust Administrator or, at the option of the Litigation Trust Administrator, by wire transfer from a domestic bank selected by the Litigation Trust Administrator; provided that cash payments to foreign holders of

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Beneficial Interests may be made, at the option of the Litigation Trust Administrator, in such funds as and by such means as are necessary or customary in a particular foreign jurisdiction. All cash of the Trust shall be maintained in a United States financial institution. 4.9 Insurance. The Trust shall maintain customary insurance coverage for the protection of the Litigation Trust Administrator, the members of the Litigation Trust Committee and any such other Persons serving as administrators and overseers of the Trust on and after the Effective Date as the Litigation Trust Administrator determines to be reasonably appropriate in consultation with the Litigation Trust Committee. 4.10 Disputed Claims; Establishment of Disputed Claims Reserve. The Litigation Trust Administrator shall have the right to cause the Trust to object, in accordance with Article VII of the Plan and applicable law, to any Class 5, 6, or 7 Claim if and to the extent the Litigation Trust Administrator believes that such Claim is not allowable; provided that, the Litigation Trust Administrator shall perform the foregoing duties subject to the approval of the Litigation Trust Committee member(s) appointed by the Creditors Committee; and provided, further, that in making decisions as to objection and reconciliation of Class 5, 6, and 7 Claims, the Litigation Trust Administrator and the relevant Litigation Trust Committee member(s) shall consider the cost of such objection and reconciliation and the likely distribution in respect of such Class 5, 6, or 7 Claim. For the avoidance of doubt, the Litigation Trust Administrator shall not object to or reconcile Prepetition Facility Claims and shall be bound by the determinations of the Plan Administrator (or, if applicable, the Bankruptcy Court) in respect of the allowance of Prepetition Facility Claims when making distributions from the Litigation Trust. Notwithstanding anything to the contrary contained in this Agreement, no payments or distributions will be made from the Trust on account of a Disputed Claim until such Claim becomes an Allowed Claim. Any amount that would have been paid or distributed on a Disputed Claim had it been an Allowed Claim shall be deposited by the Litigation Trust Administrator in a Disputed Claims Reserve, which shall be a segregated interest-bearing account maintained by the Litigation Trust Administrator with a United States financial institution. Interest accruing on the funds in such accounts shall be for the benefit of disputed claims that become Allowed, and otherwise such interest will accrue for the benefit of the Trust. The Litigation Trust Administrator will, in its sole discretion, distribute amounts from the Disputed Claims Reserve (net of any expenses, including any taxes relating thereto), as provided herein and in the Plan, as such Disputed Claims are resolved by Final Order, and such amounts will be distributable in respect of such Disputed Claims as such amounts would have been distributable had the Disputed Claims been Allowed Claims as of the Effective Date. The Trust will treat the Disputed Claims Reserve as a separate taxable trust and as such shall pay taxes on the taxable net income or gain allocable to Holders of Disputed Claims on behalf of such Holders and, when such Disputed Claims are ultimately resolved, Holders whose Disputed Claims are determined to be Allowed Claims will receive distributions from the Trust as LT Beneficiaries net of the taxes that the Trust previously paid on their behalf.

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ARTICLE V TAX MATTERS 5.1 Tax Treatment. The Debtors, the Litigation Trust Administrator and the holders of Beneficial Interests will treat the Trust as a liquidating trust within the meaning of Treasury Regulation 301.7701-4(d) and any comparable provision of state or local law. Consistent with this treatment, for all federal, state and local income tax purposes, each holder of an Allowed Prepetition Facility Claim and each holder of an Allowed Class 5, 6, or 7 Claim shall be treated as transferring such Allowed Claim to the Debtors in exchange for the holders Pro Rata share of the Trust Assets (subject to the liabilities of the Debtors assumed by the Trust), in addition to other distributions to which the holder is entitled under the Plan, and then as transferring the holders Pro Rata share of the Trust Assets (subject to the liabilities) to the Trust in exchange for the holders Beneficial Interest. The holders of Beneficial Interests in the Trust will be treated solely for tax purposes as the grantors and deemed owners of the Trust; and the Debtors, the Litigation Trust Administrator and the LT Beneficiaries will use consistent valuations for the transferred assets for tax purposes. The Litigation Trust Administrator shall be authorized to take any action necessary to maintain compliance with this regulation or its successor that does not contradict the terms of this Agreement, the Plan or the Confirmation Order. 5.2 Tax Reporting. The taxable year of the Trust shall be the calendar year as those terms are defined in Section 441 of the Internal Revenue Code. The Litigation Trust Administrator shall file returns for the Trust as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a). The Litigation Trust Administrator shall annually (within seventy-five (75) days after the end of each calendar year) send to each record holder of a Beneficial Interest a separate statement setting forth the holders share or items of income, gain, loss, deduction, or credit and will instruct all such holders to report such items on their federal income tax returns. Such reporting shall also occur within sixty (60) days of the dissolution of the Trust. The Trusts taxable income, gain, loss, deduction, or credit will be allocated (subject to provisions of the Plan relating to Disputed Claims) to the LT Beneficiaries in accordance with their relative Beneficial Interests in the Trust. 5.3 Tax Withholdings. The Litigation Trust Administrator may withhold and pay to the appropriate taxing authority all amounts required to be withheld pursuant to the Internal Revenue Code of 1986, as amended, or any provision of any foreign, state or local tax law with respect to any payment or distribution to the LT Beneficiaries. All such amounts withheld, and paid to the appropriate taxing authority, shall be treated as amounts distributed to such LT Beneficiaries for all purposes of this Agreement. The Litigation Trust Administrator shall be authorized to collect such tax information from the LT Beneficiaries (including, without limitation, social security numbers or other tax identification numbers) as it in its sole discretion deems necessary to effectuate the Plan, the Confirmation Order and this Agreement. The Litigation Trust Administrator may refuse to make a distribution to any LT Beneficiary that fails to furnish such information in a timely fashion, until such information is delivered; provided, however, that upon the LT Beneficiarys delivery of such information, the Litigation Trust Administrator shall make such distribution to which the LT Beneficiary is entitled, together with any interest and income actually earned thereon.

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ARTICLE VI POWERS OF AND LIMITATIONS ON THE LITIGATION TRUST ADMINISTRATOR 6.1 Powers of the Litigation Trust Administrator. The Litigation Trust Administrator shall have only such rights, powers and privileges expressly set forth in the Plan and this Agreement and as otherwise provided by applicable law. Subject to the other provisions herein, including, without limitation, the provisions relating to the Litigation Trust Committee in Section 6.3, the Litigation Trust Administrator shall be expressly authorized to undertake the following actions, in the Litigation Trust Administrators good faith judgment, in the best interests of the LT Beneficiaries and to maximize net recoveries therefor: (a) prosecute, settle or otherwise compromise or abandon for the benefit of the Trust all claims and causes of action transferred by the Debtors to the Trust or arising in favor of the Trust, including, without limitation, take any action with respect to appeals, counterclaims, and defenses of or with respect to such claims and causes of action; (b) liquidate the Trust Assets;

(c) execute any documents and take any other actions related to, or in connection with, the liquidation of the Trust Assets and the exercise of the Litigation Trust Administrators powers granted herein; (d) hold legal title to any and all rights of the LT Beneficiaries in, to or arising from the Trust Property; (e) protect and enforce the rights to the Trust Property vested in the Litigation Trust Administrator by this Agreement by any method deemed reasonably appropriate, including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (f) make distributions of the Trust Proceeds and other Trust Property to the appropriate LT Beneficiaries in accordance with this Agreement, the Plan and the Confirmation Order; (g) file, if necessary, any and all tax returns with respect to the Trust and pay taxes properly payable by the Trust, if any; (h) make all necessary filings in accordance with any applicable law, statute or regulation, including, but not limited to, the Exchange Act; (i) determine and satisfy from the Trust Property any and all taxes and ordinary course liabilities, including reasonable professional fees and expenses, created, incurred or assumed by the Trust; (j) retain and pay professionals, employees (including former employees of the Debtors), contractors or other agents, including any and all estate professionals, from the Trust Property to carry out its duties and obligations hereunder;

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(k) invest monies received by the Litigation Trust or Litigation Trust Administrator or otherwise held by the Litigation Trust or Litigation Trust Administrator in accordance with Section 6.6 hereof; (l) in the event that the Litigation Trust Administrator determines that the LT Beneficiaries or the Trust may, will or have become subject to adverse tax consequences, take such actions that will, or are intended to, alleviate such adverse tax consequences; (m) create sub-trusts or title vehicles of which the Trust or the LT Beneficiaries hold the beneficial or ownership interests, as applicable; (n) hereof; and (o) perform such functions and take such actions as are provided for or permitted in the Plan, the Confirmation Order, this Agreement or any other agreement executed pursuant to the Plan. 6.2 Establishment of the Litigation Trust Committee. purchase customary insurance coverage in accordance with Section 4.9

(a) The Litigation Trust Committee shall initially have three members and be comprised of the Persons identified on Annex A hereto. Initially, two members of the Litigation Trust Committee shall be appointed by the Agent, and one member of the Litigation Trust Committee shall be appointed by the Creditors Committee. Upon payment in Cash of 80% of the amount of the Allowed Prepetition Facility Claims (which, for this purpose, will include interest accrued through the Effective Date on the Prepetition Facility Claims at the non default contractual interest rate based on a spread above the Alternate Base Rate) including from, for the avoidance of doubt, distributions (i) by the Debtors prior to the Effective Date, (ii) by the Debtors under the Plan, (iii) by the Post-Consummation Trust and/or (iv) by the Trust (but excluding any distributions or other revenues received by any Holder of Prepetition Facility Claims in respect of any investment made by such Holder pursuant to a co-investment right offered to such Holder) (such time, the Governance Trigger), the governance of the Litigation Trust Committee will change such that one member of the Litigation Trust Committee shall be appointed by the Agent and two members of the Litigation Trust Committee shall be appointed by the Creditors Committee. Upon the occurrence of the Governance Trigger, the Agent shall choose one of its appointees to the Litigation Trust Committee to step down immediately so that such appointee can be replaced by an appointee of the Creditors Committee. The Litigation Trust Committee will at all times have the authority to change the appointed Litigation Trust Administrator upon an affirmative vote by two-thirds (2/3) of the Litigation Trust Committee members. Upon the Tranche A Termination Date, the remaining Litigation Trust Committee member who is an Agent appointee shall immediately resign from the Litigation Trust Committee and all three (3) members of the Litigation Trust Committee shall be Creditors Committee appointees. In the event that there are (i) no members of the Litigation Trust Committee appointed by the Creditors Committee then serving, or (ii) before the Tranche A Termination Date, no members of the Litigation Trust Committee appointed by the Agent then serving, the Litigation Trust Administrator shall have the power to fill the vacancies with LT Beneficiaries who are willing to serve; provided, that, if pursuant to this Section 6.2(a) a vacant

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position should be filled by an appointee of the Agent, the Litigation Trustee shall appoint to such position a holder of Allowed Prepetition Facility Claims, and if the vacant position should be filled by an appointee of the Creditors Committee, the Litigation Trustee shall appoint to such position a holder of Allowed Class 5, 6, or 7 Claims. (b) As soon as practicable after the creation of the Trust, the Litigation Trust Committee shall adopt bylaws approved by all of the members that are consistent with the terms and conditions of this Agreement and include such other provisions as the Litigation Trust Committee deems necessary or appropriate. Such bylaws shall include, but not necessarily be limited to, guidelines for, among other matters, participation by Litigation Trust Committee members in meetings and for removal of Litigation Trust Committee members. (c) Each Litigation Trust Committee member shall designate (i) one or more representatives who shall attend meetings of and participate in other activities of the Litigation Trust Committee and (ii) an alternate representative to attend meetings and participate in other activities of the Litigation Trust Committee when the representatives designated pursuant to clause (i) above are unavailable to participate in such meetings and activities. (d) The purpose of the Litigation Trust Committee shall be to oversee the liquidation and distribution of the Trust Property by the Litigation Trust Administrator, in accordance with the terms of this Agreement, the Plan and the Confirmation Order. (e) A quorum for meetings of the Litigation Trust Committee shall consist of a majority of the non-recused members of the Litigation Trust Committee then serving; provided that, for purposes of determining whether a quorum is present at such a meeting, a member of the Litigation Trust Committee shall be deemed present if a representative of the member is attending in person, by telephone or by proxy. (f) Except as expressly provided herein, the affirmative vote of a majority of the non-recused members of the Litigation Trust Committee shall be the act of the Litigation Trust Committee with respect to any matter that requires the determination, consent, approval or agreement of the Litigation Trust Committee. In all matters submitted to a vote of the Litigation Trust Committee, each Litigation Trust Committee member shall be entitled to cast one vote, which vote shall be cast personally by such Litigation Trust Committee member or by proxy. In a matter in which the Litigation Trust Administrator cannot obtain direction or authority from the Litigation Trust Committee, the Litigation Trust Administrator may file a motion, on notice to the Litigation Trust Committee members, requesting such direction or authority from the Bankruptcy Court. (g) A Litigation Trust Committee member and its representative shall be recused from the Litigation Trust Committees deliberations and votes on any matters as to which such member has a conflicting interest. If a Litigation Trust Committee member or its representative does not recuse itself from any such matter, that Litigation Trust Committee member and its representative may be recused from such matter by the majority vote of the remaining members of the Litigation Trust Committee that are not recused from the matter.

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(h) Litigation Trust Committee members shall [receive an annual fee of $10,000, or a pro rata portion thereof based on length of service as a Litigation Trust Committee member (the LTC Member Fee) and] be reimbursed by the Trust for reasonable, documented out-of-pocket business expenses, other than attorneys and other professionals fees and expenses, incurred in connection with their service on the Litigation Trust Committee. Litigation Trust Committee members shall not receive any other compensation from the Trust for their services as Litigation Trust Committee members. 6.3 Approval of the Litigation Trust Committee. Notwithstanding anything in this Agreement to the contrary, the Litigation Trust Administrator shall submit to the Litigation Trust Committee for its review and prior approval the following matters and any other matters that the Litigation Trust Committee may direct the Litigation Trust Administrator to submit for its approval or that expressly require the approval of the Litigation Trust Committee pursuant to the terms of this Agreement: (a) Any proposed final settlement or disposition in connection with a Trust Asset that has an asserted value of less than $750,000 net of defenses, if any, which have been demonstrated to the reasonable satisfaction of the Litigation Trust Administrator; provided, that the Litigation Trust Administrator will be authorized and empowered to take such action without any further (x) action by the Litigation Trust Committee or (y) Order of the Bankruptcy Court, after at least two (2) business days written notice to the members of the Litigation Trust Committee and either (i) no objection is received from any member of the Litigation Trust Committee or (ii) subject to a further written agreement between the Litigation Trust Administrator and the Litigation Trust Committee, with the consent of at least 2 members of the Litigation Trust Committee, without further notice to any party; (b) Any proposed final settlement or disposition in connection with a Trust Asset that has an asserted value of equal to or more than $750,000 but less than $10 million net of defenses, if any, which have been demonstrated to the reasonable satisfaction of the Litigation Trust Administrator; provided, that the Litigation Trust Administrator will be authorized and empowered to take such action with (i) the unanimous consent of the members of the Litigation Trust Committee, without further notice to any party, or (ii) with the consent of a majority of the Litigation Trust Committee and receipt of Bankruptcy Court approval of such action; (c) Any proposed final settlement or disposition in connection with a Trust Asset that has an asserted value of equal to or greater than $10 million net of defenses which have been demonstrated to the reasonable satisfaction of the Litigation Trust Administrator; provided, that the Litigation Trust Administrator will be authorized and empowered to take such action with the consent of a majority of the members of the Litigation Trust Committee and receipt of Bankruptcy Court approval of such action. (d) Any transaction to sell, assign, transfer or abandon any other Trust Property (other than claims, rights or causes of action) in which the amount of the transaction exceeds such amount as may be determined from time to time by the Litigation Trust Committee;

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(e) Determinations of the amounts of the Expense Reserve and the Trust Property Available for Distribution; (f) Determinations of the date and amount of all distributions made on dates other than a Quarterly Distribution Date and determinations to defer distributions otherwise required on a Quarterly Distribution Date; (g) Any determinations to retain attorneys, accountants or other professionals;

(h) Any determinations to initiate lawsuits or proceedings other than objections to disputed claims; (i) Any actions that would give rise to or alleviate adverse tax consequences to the Trust or the LT Beneficiaries; and (j) The reports and budgets described in Section 4.4(a), (b) and (d).

If any objection is interposed by a member of the Litigation Trust Committee to any proposed action of the Litigation Trust Administrator with respect to the Trust Assets within the time periods prescribed in clauses (a), (b), or (c) hereof, and the Litigation Trust Administrator is not authorized to settle as a result of such objection, then (i) if the Litigation Trust Committee member(s) withdraws for any reason its objection to the proposed action, the Litigation Trust Administrator may pursue the proposed action in accordance with the procedures outlined above or (ii) if the Litigation Trust Committee member(s) does not withdraw its objection, the Litigation Trust Administrator will have the option of (1) foregoing the proposed course of action that is the subject of the Litigation Trust Committee member(s) objection, (2) modifying the proposed course of action in a way that results in the Litigation Trust Committee member(s) withdrawing its objection or (3) following five (5) Business Days written notice to the Litigation Trust Committee, seeking an order of the Bankruptcy Court authorizing the Litigation Trust Administrator to pursue the proposed course of action over the Litigation Trust Committee member(s) objection. 6.4 Limitations on Litigation Trust Administrator. No part of the Trust Property shall be used or disposed of by the Litigation Trust Administrator in furtherance of any trade or business. The Litigation Trust Administrator shall, on behalf of the Trust, hold the Trust out as a trust in the process of liquidation and not as an investment company. The Litigation Trust Administrator shall not become a market-maker for the Beneficial Interests or otherwise attempt to create a secondary market for the Beneficial Interests. The Litigation Trust Administrator shall be restricted to the liquidation of the Trust Assets on behalf, and for the benefit, of the LT Beneficiaries and the distribution and application of Trust Property for the purposes set forth in this Agreement, the Plan and the Confirmation Order, and the conservation and protection of the Trust Property and the administration thereof in accordance with the provisions of this Agreement, the Plan and the Confirmation Order. 6.5 Agents and Professionals; Employees. The Trust may, but shall not be required to, from time to time enter into contracts with, consult with and retain, as approved by the Litigation Trust Committee, independent contractors, including attorneys, accountants,

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appraisers, disbursing agents or other parties deemed by the Litigation Trust Administrator to have qualifications necessary or desirable to assist in the proper administration of the Trust, including any estate professionals retained during the Bankruptcy Cases as may be appropriate in the circumstances. The Litigation Trust Administrator shall pay the reasonable fees and expenses of such persons out of the Trust Property in the ordinary course of business without the need for approval of the Bankruptcy Court. The Trust may, but shall not be required to, from time to time, employ such persons in such capacities as may be approved by the Litigation Trust Committee. In addition, the Trust may enter into an agreement with the Debtors that exist following the Effective Date to utilize the services of one or more employees of the Debtors. 6.6 Investment of Trust Monies. The Litigation Trust Administrator shall, as approved by the Litigation Trust Committee, invest the Trust Proceeds received by the Litigation Trust Administrator or otherwise held by the Litigation Trust Administrator in highly-rated short-term investments of which the length of term shall be consistent with the obligations to pay costs, expenses and other obligations and make distributions under Article IV of this Agreement, which investments shall consist of: (a) short-term investments issued or guaranteed by the United States or by a department, agency or instrumentality of the United States; (b) other shortterm instruments of the highest credit rating available of two nationally recognized rating agencies; or (c) other short-term investments approved by the Litigation Trust Committee. ARTICLE VII CONCERNING THE LITIGATION TRUST ADMINISTRATOR 7.1 Generally. The Litigation Trust Administrator shall exercise such of the rights and powers vested in it by this Agreement, the Plan and the Confirmation Order, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. No provision of this Agreement, the Plan or the Confirmation Order shall be construed to relieve the Litigation Trust Administrator from liability for its own gross negligence, fraud or reckless, intentional or willful misconduct, except that the Litigation Trust Administrator shall not be liable for any action taken in good faith in reliance upon the advice of professionals retained by the Litigation Trust Administrator in accordance with this Agreement. 7.2 Reliance by Litigation Trust Administrator. Except as otherwise provided in this Agreement, the Plan or the Confirmation Order: (a) the Litigation Trust Administrator may rely and shall be protected in acting upon any resolution, statement, instrument, opinion, report, notice, request, consent, order or other paper or document reasonably believed by the Litigation Trust Administrator to be genuine and to have been signed or presented by the proper party or parties; and (b) persons (including any professionals retained by the Litigation Trust Administrator in accordance with this Agreement) engaged in transactions with the Litigation Trust Administrator shall look only to the Trust Property to satisfy any liability incurred by the Litigation Trust Administrator to such person in carrying out the terms of this Agreement, the

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Plan or the Confirmation Order, and the Litigation Trust Administrator shall have no personal or individual obligation to satisfy any such liability. 7.3 Liability to Third Persons. No LT Beneficiary shall be subject to any personal liability whatsoever, in tort, contract or otherwise, to any person in connection with the Trust Property or the affairs of the Litigation Trust Administrator. The Litigation Trust Administrator, agents of and professionals retained by the Litigation Trust Administrator and the members of the Litigation Trust Committee shall not be subject to any personal liability whatsoever, in tort, contract or otherwise, to any person in connection with the Trust Property or the affairs of the Trust, except for its own gross negligence, fraud or reckless, intentional or willful misconduct, and all such persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with affairs of the Trust. Other than as set forth in the Plan or in the Confirmation Order, nothing in this Section 7.3 shall be deemed to release any LT Beneficiary from any actions or omissions occurring prior to the Effective Date. 7.4 Nonliability of Litigation Trust Administrator for Acts of Others. Nothing contained in this Agreement, the Plan or the Confirmation Order shall be deemed to be an assumption by the Litigation Trust Administrator of any of the liabilities, obligations or duties of the Debtors or LT Beneficiaries and shall not be deemed to be or contain a covenant or agreement by the Litigation Trust Administrator to assume or accept any such liability, obligation or duty. Any successor Litigation Trust Administrator may accept and rely upon any accounting made by or on behalf of any predecessor Litigation Trust Administrator hereunder, and any statement or representation made as to the assets comprising the Trust Property or as to any other fact bearing upon the prior administration of the Trust, so long as it has a good faith basis to do so. A Litigation Trust Administrator shall not be liable for having accepted and relied in good faith upon any such accounting, statement or representation if it is later proved to be incomplete, inaccurate or untrue. A Litigation Trust Administrator or successor Litigation Trust Administrator shall not be liable for any act or omission of any predecessor Litigation Trust Administrator, nor have a duty to enforce any claims against any predecessor Litigation Trust Administrator on account of any such act or omission, unless directed to do so by the Litigation Trust Committee. 7.5 Indemnity. The Litigation Trust Administrator, the members of the Litigation Trust Committee and their respective agents, employees, officers, directors, professionals, attorneys, accountants, advisors, representatives and principals (collectively, the Indemnified Parties) shall be indemnified and held harmless by the Trust, to the fullest extent permitted by law, solely from the Trust Property for any losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys fees, disbursements and related expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, suit, proceeding or investigation brought or threatened against one or more of the Indemnified Parties on account of the acts or omissions of the Litigation Trust Administrator or the members of the Litigation Trust Committee solely in their capacity as such; provided, however, that the Trust shall not be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the acts or

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omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.5. The foregoing indemnity in respect of any Indemnified Party shall survive the termination of such Indemnified Party from the capacity for which they are indemnified. 7.6 Compensation and Expenses. The Litigation Trust Administrator shall receive fair and reasonable compensation for its services in accordance with the compensation schedule attached hereto as Annex B or as otherwise agreed from time to time with all members of the Litigation Trust Committee. The Litigation Trust Administrator shall be entitled to reimburse itself and the Litigation Trust Professionals from the Trust Property on a monthly basis for all reasonable out-of-pocket expenses, actually incurred by it in the performance of its duties in accordance with this Agreement, and, when due, professional fees in accordance with the terms of such professionals retention. ARTICLE VIII SUCCESSOR LITIGATION TRUST ADMINISTRATORS 8.1 Resignation. The Litigation Trust Administrator may resign from the Trust by giving at least 30 days prior written notice thereof to each member of the Litigation Trust Committee. Such resignation shall become effective on the later to occur of (a) the date specified in such written notice or (b) the effective date of the appointment of a successor Litigation Trust Administrator in accordance with Section 8.5 hereof and such successors acceptance of such appointment in accordance with Section 8.6 hereof. 8.2 Removal. The Litigation Trust Administrator may be removed, with or without cause, by an affirmative vote of two-thirds (2/3) of the members of the Litigation Trust Committee. Such removal shall become effective on the date specified in such action by the Litigation Trust Committee. 8.3 Effect of Resignation or Removal. The resignation, removal, incompetency, bankruptcy or insolvency of the Litigation Trust Administrator shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Agreement, the Plan or the Confirmation Order or invalidate any action theretofore taken by the Litigation Trust Administrator. All fees and expenses incurred by the Litigation Trust Administrator prior to the resignation, incompetency or removal of the Litigation Trust Administrator shall be paid from the Trust Property, unless such fees and expenses are disputed by (a) the Litigation Trust Committee or (b) the successor Litigation Trust Administrator, in which case the Bankruptcy Court shall resolve the dispute and any disputed fees and expenses of the predecessor Litigation Trust Administrator that are subsequently allowed by the Bankruptcy Court shall be paid from the Trust Property. In the event of the resignation or removal of the Litigation Trust Administrator, such Litigation Trust Administrator shall: (i) promptly execute and deliver such documents, instruments and other writings as may be reasonably requested by the successor Litigation Trust Administrator or directed by the Bankruptcy Court to effect the termination of such Litigation Trust Administrators capacity under this Agreement; (ii) promptly deliver to the

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successor Litigation Trust Administrator all documents, instruments, records and other writings related to the Trust as may be in the possession of such Litigation Trust Administrator; provided that such Litigation Trust Administrator may retain one copy of each of such documents for its purposes, subject to the terms of any joint prosecution and common interest agreement to which the Litigation Trust Administrator is a party; and (iii) otherwise assist and cooperate in effecting the assumption of its obligations and functions by such successor Litigation Trust Administrator. 8.4 Appointment of Successor. In the event of the resignation, removal, incompetency, bankruptcy or insolvency of the Litigation Trust Administrator, a vacancy shall be deemed to exist and a successor shall be appointed by a majority of the Litigation Trust Committee. In the event that a successor Litigation Trust Administrator is not appointed within 30 days after the date of such vacancy, the Bankruptcy Court, upon its own motion or the motion of a LT Beneficiary or member of the Litigation Trust Committee, shall appoint a successor Litigation Trust Administrator. 8.5 Acceptance of Appointment by Successor Litigation Trust Administrator. Any successor Litigation Trust Administrator appointed hereunder shall execute an instrument accepting its appointment and shall deliver one counterpart thereof to the Bankruptcy Court for filing and, in case of the Litigation Trust Administrators resignation, to the resigning Litigation Trust Administrator. Thereupon, such successor Litigation Trust Administrator shall, without any further act, become vested with all the liabilities, duties, powers, rights, title, discretion and privileges of its predecessor in the Trust with like effect as if originally named Litigation Trust Administrator and shall be deemed appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. The resigning or removed Litigation Trust Administrator shall duly assign, transfer and deliver to such successor Litigation Trust Administrator all property and money held by such retiring Litigation Trust Administrator hereunder and shall, as directed by the Bankruptcy Court or reasonably requested by such successor Litigation Trust Administrator, execute and deliver an instrument or instruments conveying and transferring to such successor Litigation Trust Administrator upon the Trust herein expressed, all the liabilities, duties, powers, rights, title, discretion and privileges of such resigning or removed Litigation Trust Administrator. ARTICLE IX MISCELLANEOUS PROVISIONS 9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to conflicts of law). 9.2 Jurisdiction. Subject to the proviso below, the parties agree that the Bankruptcy Court shall have exclusive jurisdiction over the Trust and the Litigation Trust Administrator, including, without limitation, the administration and activities of the Trust and the Litigation Trust Administrator; provided, however, that notwithstanding the foregoing, the Litigation Trust Administrator shall have power and authority to bring any action in any court of competent jurisdiction to prosecute any claims or Causes of Action assigned to the Trust. 9.3 Severability. In the event any provision of this Agreement or the application thereof to any person or circumstances shall be determined by Final Order to be invalid or

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unenforceable to any extent, the remainder of this Agreement or the application of such provision to persons or circumstances or in jurisdictions other than those as to or in which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 9.4 Notices. Any notice or other communication required or permitted to be made under this Agreement shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if delivered personally or by telex, facsimile or other telegraphic means, sent by nationally recognized overnight delivery service or mailed by first-class mail: (i) if to the Litigation Trust Administrator, to: Alan B. Miller c/o Weil, Gotshal & Manges, LLP 767 Fifth Avenue New York, NY 10153 Fax: 212-735-4965 (ii) if to a member of the Litigation Trust Committee, to the address set forth on Annex A, or such other address as may be provided to the Litigation Trust Administrator by such member of the Litigation Trust Committee. if to any LT Beneficiary, to the last known address of such LT Beneficiary according to the Litigation Trust Administrators records; and if to the Debtors, to: Collins & Aikman Corporation 26533 Evergreen Road, Suite 900 Southfield, Michigan 48076 Attention: General Counsel Fax: 248-728-2114 9.5 Headings. The headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. 9.6 Plan. The terms of this Agreement are intended to supplement the terms provided by the Plan and the Confirmation Order. However, except as provided in Section 4.2(h) hereof, to the extent that the terms of the Plan are inconsistent with the terms set forth in this Agreement with respect to the Trust, then this Agreement shall govern. 9.7 Cooperation. The Debtors shall turn over or otherwise make available to the Litigation Trust Administrator at no cost to the Trust or the Litigation Trust Administrator, all books and records reasonably required by the Litigation Trust Administrator to carry out its

(iii)

(iv)

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duties hereunder, and agree to otherwise reasonably cooperate with the Litigation Trust Administrator in carrying out its duties hereunder. 9.8 Entire Agreement. This Agreement and the Annexes attached hereto contain the entire agreement between the parties and supersede all prior and contemporaneous agreements or understandings between the parties with respect to the subject matter hereof. 9.9 Amendment. This Agreement may be amended by (a) order of the Bankruptcy Court or (b) approval by the Litigation Trust Administrator and all members of the Litigation Trust Committee; provided, however that Bankruptcy Court approval shall be required for any changes or amendments to this Agreement that are inconsistent with the terms of the Plan or the Confirmation Order. 9.10 Meanings of Other Terms. Except where the context otherwise requires, words importing the masculine gender include the feminine and the neuter, if appropriate, words importing the singular number shall include the plural number and vice versa and words importing persons shall include firms, associations, corporations and other entities. All references herein to Articles, Sections and other subdivisions, unless referring specifically to the Plan or provisions of the Bankruptcy Code, the Bankruptcy Rules, or other law, statute or regulation, refer to the corresponding Articles, Sections and other subdivisions of this Agreement, and the words herein and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision of this Agreement. The term including shall mean including, without limitation. 9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same instrument. A facsimile signature of any party shall be considered to have the same binding legal effect as an original signature. [Remainder of Page Blank Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be duly executed by their respective officers, representatives or agents, effective as of the date first above written. COLLINS & AIKMAN CORPORATION By: Name: Title: By: Name: Title: [List other debtors]

ALAN B. MILLER, as Litigation Trust Administrator By: Name: Title:

Annex A Litigation Trust Committee Members [To be completed at or prior to Plan confirmation.]

Annex B Litigation Trust Administrators Compensation Fees in connection with the Litigation Trust Administrators engagement will be consist of: (a) an annual retainer of $75,000, plus (b) 3% of the net amount distributed to LT Beneficiaries on each Distribution Date (for clarity such 3% shall be taken from amounts otherwise distributable to LT Beneficiaries, after deduction of costs and expenses, including professional fees and expenses for the recovery of Litigation Trust Assets and Litigation Trust Claims but before deduction of this 3% fee), plus (c) $425 per hour for services of the Litigation Trust Administrator related to the resolution of Disputed Claims against the Debtors. The Litigation Trust Administrator is not providing any assurance regarding the outcome of its work. In addition to the fees outlined above, the Litigation Trust Administrator will charge for reasonable out-of-pocket expenses that are incurred on the Trusts behalf during its services as Litigation Trust Administrator, including, but not limited to, counsel fees, airfare, meals, hotel accommodations, telephone, industry research, duplicating and printing, etc. Further, if the Litigation Trust Administrator and/or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating to its services as Litigation Trust Administrator, the Litigation Trust Administrator will be compensated by the Trust at its regular hourly rates and reimbursed for reasonable out of pocket expenses (including counsel fees) with respect thereto. Invoices for fees and expenses incurred in connection with services as Litigation Trust Administrator will be billed monthly or quarterly, and are due upon receipt; provided, however, that the fees and expenses of the Litigation Trust Administrator are subject to the review and final approval of the Litigation Trust Committee. The Litigation Trust Administrator shall not be required to seek or obtain approval of its compensation by the Bankruptcy Court.

EXHIBIT B [Current Holders of Beneficial Interests]

EXHIBIT C [Beneficial Interest Transfer Agreement]

TRANSFER AND ACCEPTANCE AGREEMENT TRANSFER AND ACCEPTANCE AGREEMENT, dated as of ________________ ___, 200___ (this Agreement), by and between the party identified as the Transferor on the signature page hereto (the Transferor), and the party identified as the Transferee on the signature page hereto (the Transferee), and consented to by the C&A Litigation Trust (the Trust). Reference is made to the C&A Litigation Trust Agreement, dated as of _________ __, 2007 (as from time to time amended and in effect with respect to the Trust, the Trust Agreement), by and among: (i) Collins & Aikman Corporation, as a debtor and a debtor in possession and its subsidiaries party thereto, each as a debtor and a debtor in possession (collectively, the Debtors); and (ii) Alan B. Miller, as Litigation Trust Administrator (in such capacity, the Litigation Trust Administrator). Initially capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Trust Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Transferor and Transferee hereby agree as follows: 1. TRANSFER; ASSIGNMENT. Subject to the terms and conditions of this Agreement (including, without limitation, Section 5 below), the Transferor hereby transfers and assigns to the Transferee, and the Transferee hereby purchases and assumes without recourse to the Transferor, the right, title, interest, and obligations of the Transferor under the Trust Agreement and with respect to the Trust, but only to the extent that such right, title, interest, and obligations relate to the Beneficial Interest described on Annex A hereto (the Transferred Interest). 2. TRANSFERORS REPRESENTATIONS. The Transferor represents and warrants to the Litigation Trust Administrator and the Transferee, as of the date of this Agreement and the Effective Transfer Date specified in the signature area of this Agreement (the Effective Transfer Date), that: (i) the Transferor is duly created under the laws of its state of formation, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; this Agreement has been duly approved by all necessary action, has been duly executed by the Transferor, and constitutes the valid and binding agreement of the Transferor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally; and the execution, delivery and performance of this Agreement by the Transferor does not violate or conflict with any applicable law, rule, or regulation, or violate, conflict with or cause a default under any court order, administrative ruling or decree or any agreement, contract, indenture or other binding arrangement to which the Transferor is a party or any of its property is subject; and (ii) the transfer and assignment evidenced by this Agreement complies with the requirements of the Trust Agreement (including, without limitation, Section 2.5 of the Trust Agreement). Transferor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with the Trust Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of the Trust Agreement or any other instrument or document furnished pursuant thereto or value of a Transferred Interest; provided, however, that, notwithstanding the foregoing, Transferor represents and warrants to the Litigation Trust Administrator and the Transferee, as of the date of this Agreement and the Effective Transfer Date, that Transferor is the legal and beneficial owner of the Transferred

Interest free and clear of any claim or encumbrance whatsoever. The Transferor requests that the Litigation Trust Administrator update its books and records as of the Effective Transfer Date to indicate that the Transferee is the record owner of the Transferred Interest. 3. TRANSFEREES REPRESENTATIONS. The Transferee represents and warrants to the Litigation Trust Administrator and the Transferor, as of the date of this Agreement and the Effective Transfer Date, that: (i) the Transferee is duly created under the laws of its state of formation, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly approved by all necessary action, has been duly executed by the Transferee and constitutes the valid and binding agreement of the Transferee, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally; (iii) the execution, delivery and performance of this Agreement by the Transferee does not violate or conflict with any applicable law, rule or regulation or violate, conflict with or cause a default under any court order, administrative ruling, or decree, or any agreement, contract, indenture or other binding arrangement to which the Transferee is a party or any of its property is subject; (iv) the transfer and assignment evidenced by this Agreement complies with the requirements of the Trust Agreement (including, without limitation, Section 2.5 of the Trust Agreement); (v) the Transferee has received a copy of the Trust Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement, and Transferee has made such analysis and decision independently and without reliance on the Transferor or the Litigation Trust Administrator; and (vi) the true and correct name, address, telephone number, telecopier number and bank account information of Transferee are set forth on the signature page hereto. Transferee agrees that it will, independently and without reliance upon the Transferor or the Litigation Trust Administrator and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Trust Agreement or with respect to the Trust. 4. BACKUP DOCUMENTATION. (a) Attached as Annex B hereto are the legal opinions, certificates, and other documents that the Litigation Trust Administrator, pursuant to Section 2.5(b) of the Trust Agreement, in its reasonable discretion, deems necessary or appropriate in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) (collectively, the Backup Documentation). Such Backup Documentation consists of the following legal opinions, certificates, and other documents: (i) a legal opinion to the effect that it is not necessary in connection with the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest) to register the Transferred Interest under the Securities Act of 1933, as amended;

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(ii)

a Blue Sky Memorandum regarding any and all state securities laws applicable to the transactions contemplated by this Agreement (including, without limitation, the transfer of the Transferred Interest); and such other legal opinions, certificates and other documents as the Litigation Trust Administrator, in its reasonable discretion, may deem necessary or appropriate;

(iii)

in each case, in form and substance reasonably satisfactory to the Litigation Trust Administrator. (b) In accordance with Section 2.5(b) of the Trust Agreement, Transferor and Transferee have provided the Backup Documentation to the Litigation Trust Administrator at least five (5) days prior to the Effective Transfer Date.

5. EFFECTIVE TRANSFER DATE. Notwithstanding anything to the contrary in this Agreement, this Agreement, and the transfer and assignment evidenced by this Agreement, will not be effective unless and until the Effective Transfer Date has occurred. The Effective Transfer Date shall be the date on which the Litigation Trust Administrator has consented to this Agreement by duly authorizing and executing this Agreement, as such Effective Transfer Date is indicated in the signature area of this Agreement. 6. RIGHTS UNDER TRUST AGREEMENT. From and after the Effective Transfer Date: (i) the Transferee shall, to the extent of the Transferred Interest, be a beneficiary with respect to the Trust and the Trust Agreement and, to the extent provided in this Agreement, have the rights and obligations of a beneficiary with respect thereto and thereunder; and (ii) the Transferor shall, with respect to the Transferred Interest, relinquish its right, title and interest and be released from its obligations under the Trust Agreement and with respect to the Trust. 7. PAYMENTS. With respect to any and all distributions made by the Litigation Trust Administrator with respect to the Trust that have a record date on or after the Effective Transfer Date, the Litigation Trust Administrator will pay such distributions with respect to the Transferred Interest to the Transferee. The Transferor and the Transferee shall make any appropriate adjustments directly between themselves for any consideration paid or payable in connection with this Agreement. 8. EXPENSES. Transferor ratifies and confirms its obligations to pay, or reimburse the Trust for, among other things, all costs incurred by the Trust in connection with the transactions evidenced by this Agreement (including, without limitation, the legal fees incurred by the Trust in connection with the Trusts review and approval of the Backup Documentation) in accordance with Section 2.5(c) of the Trust Agreement. 9. FURTHER ASSURANCES. The Transferor and the Transferee agree that they will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Litigation Trust Administrator for the carrying out or performing of the provisions of this Agreement.

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10. SUCCESSORS AND ASSIGNS. Subject to Section 2.5 of the Trust Agreement, this Agreement shall inure to the benefit of and shall be binding upon all of the parties to this Agreement and their respective successors and assigns. 11. HEADINGS. All Section headings in this Agreement are included for convenience only and do not constitute a part of this Agreement. 12. GOVERNING LAW. THIS AGREEMENT IS TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS). 13. COUNTERPARTS. This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement. Any signature page to this Agreement transmitted by fax or as an attachment to an email will have the same legal effect as an original executed signature page. 14. TRANSFEREES ACKNOWLEDGMENT. The Transferee acknowledges and agrees that it has made its own evaluation of the Transferred Interest(s) and has not relied upon any oral or written statement by the Litigation Trust Administrator or any of the professionals or agents of the Litigation Trust Administrator as to matters that could affect the value of the Transferred Interest(s), the value of any of the Litigation Trust Assets or the claims or objections to claims being pursued or prosecuted by the Litigation Trust Administrator or the Litigation Trust. * * * * Remainder of Page Blank Signature Page Follows * * * *

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IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officer thereunto duly authorized, as of the date first above written. TRANSFEROR: TRANSFEREE:

By: Name: Title: Transferor Information Address:

By: Name: Title: Transferee Information Address:

Contact: Telephone: Telecopier:

Contact: Telephone: Telecopier: ABA#: Bank Name: Account No.

CONSENTED TO AS OF ___________________ ___, 200___ (the Effective Transfer Date): LITIGATION TRUST ADMINISTRATOR: Alan B. Miller, as Litigation Trust Administrator

By: [Name], [Title]

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ANNEX A Description of Transferred Interest

ANNEX B Backup Documentation Attached