Exhibit 3.2
(a) | The Liquidation Trustee and members of the Liquidation Trust Supervisory Board may, subject to the standard of care set forth in Section 7.2, rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; |
(b) | The Liquidation Trustee and members of the Liquidation Trust Supervisory Board may consult with any and all professionals to be selected by them and the Liquidation Trustee and members of the Liquidation Trust Supervisory Board shall not, subject to the standard of care set forth in Section 7.2, be liable for any action taken or omitted to be taken by them in accordance with the advice of such professionals; and |
(c) | Persons dealing with the Liquidation Trustee shall look only to the Liquidation Trust Assets to satisfy any liability incurred by the Liquidation Trustee to such Person in carrying out the terms of this Liquidation Trust Agreement, and neither the Liquidation Trustee nor any member of the Liquidation Trust Supervisory Board shall have any personal obligation to satisfy any such liability. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.
DEBTORS:
215 North 12th Street, LLC |
695 Buggy Circle, LLC |
Addison Park Investments, LLC |
Anchorpoint Investments, LLC |
Arborvitae Investments, LLC |
Archivolt Investments, LLC |
Arlington Ridge Investments, LLC |
Arrowpoint Investments, LLC |
Baleroy Investments, LLC |
Basswood Holding, LLC |
Bay Village Investments, LLC |
Bear Brook Investments, LLC |
Beech Creek Investments, LLC |
Bellflower Funding, LLC |
Bishop White Investments, LLC |
Black Bass Investments, LLC |
Black Locust Investments, LLC |
Blazingstar Funding, LLC |
Bluff Point Investments, LLC |
Bowman Investments, LLC |
Bramley Investments, LLC |
Brise Soleil Investments, LLC |
Broadsands Investments, LLC |
Brynderwen Investments, LLC |
Buggy Circle Holdings, LLC |
Cablestay Investments, LLC |
Cannington Investments, LLC |
Carbondale Doocy, LLC |
Carbondale Glen Lot A-5, LLC |
Carbondale Glen Lot D-22, LLC |
Carbondale Glen Lot E-24, LLC |
Carbondale Glen Lot GV-13, LLC |
Carbondale Glen Lot L-2, LLC |
Carbondale Glen Lot SD-14, LLC |
Carbondale Glen Lot SD-23, LLC |
Carbondale Glen Mesa Lot 19, LLC |
Carbondale Glen River Mesa, LLC |
Carbondale Glen Sundance Ponds, LLC |
Carbondale Glen Sweetgrass Vista, LLC |
Carbondale Peaks Lot L-l, LLC |
Carbondale Spruce 101, LLC |
Carbondale Sundance Lot 15, LLC |
Carbondale Sundance Lot 16, LLC |
Castle Pines Investments, LLC |
Centershot Investments, LLC |
Chaplin Investments, LLC |
Chestnut Investments, LLC |
Chestnut Ridge Investments, LLC |
Clover Basin Investments, LLC |
Coffee Creek Investments, LLC |
Craven Investments, LLC |
Crossbeam Investments, LLC |
Crowfield Investments, LLC |
Crystal Valley Holdings, LLC |
Crystal Woods Investments, LLC |
Cuco Settlement, LLC |
Daleville Investments, LLC |
Deerfield Park Investments, LLC |
Derbyshire Investments, LLC |
Diamond Cove Investments, LLC |
Dixville Notch Investments, LLC |
Dogwood Valley Investments, LLC |
Dollis Brook Investments, LLC |
Donnington Investments, LLC |
Doubleleaf Investments, LLC |
Drawspan Investments, LLC |
Eldredge Investments, LLC |
Elstar Investments, LLC |
Emerald Lake Investments, LLC |
Fieldpoint Investments, LLC |
Franconia Notch Investments, LLC |
Frog Rock Investments, LLC |
Gateshead Investments, LLC |
Glenn Rich Investments, LLC |
Goose Rocks Investments, LLC |
Goosebrook Investments, LLC |
Graeme Park Investments, LLC |
Grand Midway Investments, LLC |
Gravenstein Investments, LLC |
Green Gables Investments, LLC |
Grenadier Investments, LLC |
Grumblethorpe Investments, LLC |
H10 Deerfield Park Holding Company, LLC |
H11 Silk City Holding Company, LLC |
H12 White Birch Holding Company, LLC |
H13 Bay Village Holding Company, LLC |
H14 Dixville Notch Holding Company, LLC |
H15 Bear Brook Holding Company, LLC |
H16 Monadnock Holding Company, LLC |
H17 Pemigewasset Holding Company, LLC |
H18 Massabesic Holding Company, LLC |
H19 Emerald Lake Holding Company, LLC |
H2 Arlington Ridge Holding Company, LLC |
By: | |
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer |
[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]
H20 Bluff Point Holding Company, LLC |
H21 Summerfree Holding Company, LLC |
H22 Papirovka Holding Company, LLC |
H23 Pinova Holding Company, LLC |
H24 Stayman Holding Company, LLC |
H25 Elstar Holding Company, LLC |
H26 Gravenstein Holding Company, LLC |
H27 Grenadier Holding Company, LLC |
H28 Black Locust Holding Company, LLC |
H29 Zestar Holding Company, LLC |
H30 Silver Maple Holding Company, LLC |
H31 Addison Park Holding Company, LLC |
H32 Arborvitae Holding Company, LLC |
H33 Hawthorn Holding Company, LLC |
H35 Hornbeam Holding Company, LLC |
H36 Sturmer Pippin Holding Company, LLC |
H37 Idared Holding Company, LLC |
H38 Mutsu Holding Company, LLC |
H39 Haralson Holding Company, LLC |
H4 Pawtuckaway Holding Company, LLC |
H40 Bramley Holding Company, LLC |
H41 Grumblethorpe Holding Company, LLC |
H43 Lenni Heights Holding Company, LLC |
H44 Green Gables Holding Company, LLC |
H46 Beech Creek Holding Company, LLC |
H47 Summit Cut Holding Company, LLC |
H49 Bowman Holding Company, LLC |
H5 Chestnut Ridge Holding Company, LLC |
H50 Sachs Bridge Holding Company, LLC |
H51 Old Carbon Holding Company, LLC |
H52 Willow Grove Holding Company, LLC |
H53 Black Bass Holding Company, LLC |
H54 Seven Stars Holding Company, LLC |
H55 Old Maitland Holding Company, LLC |
H56 Craven Holding Company, LLC |
H58 Baleroy Holding Company, LLC |
H59 Rising Sun Holding Company, LLC |
H6 Lilac Meadow Holding Company, LLC |
H60 Moravian Holding Company, LLC |
H61 Grand Midway Holding Company, LLC |
H64 Pennhurst Holding Company, LLC |
H65 Thornbury Farm Holding Company, LLC |
H66 Heilbron Manor Holding Company, LLC |
H68 Graeme Park Holding Company, LLC |
H7 Dogwood Valley Holding Company, LLC |
H70 Bishop White Holding Company, LLC |
H74 Imperial Aly Holding Company, LLC |
H76 Diamond Cove Holding Company, LLC |
H8 Melody Lane Holding Company, LLC |
H9 Strawberry Fields Holding Company, LLC |
Hackmatack Investments, LLC |
Haffenburg Investments, LLC |
Haralson Investments, LLC |
Harringworth Investments, LLC |
Hawthorn Investments, LLC |
Hazelpoint Investments, LLC |
Heilbron Manor Investments, LLC |
Hollyline Holdings, LLC |
Hollyline Owners, LLC |
Hornbeam Investments, LLC |
Idared Investments, LLC |
Imperial Aly Investments, LLC |
Ironsides Investments, LLC |
Kirkstead Investments, LLC |
Lenni Heights Investments, LLC |
Lilac Meadow Investments, LLC |
Lilac Valley Investments, LLC |
Lincolnshire Investments, LLC |
Lonetree Investments, LLC |
Longbourn Investments, LLC |
M10 Gateshead Holding Company, LLC |
M11 Anchorpoint Holding Company, LLC |
M13 Cablestay Holding Company, LLC |
M14 Crossbeam Holding Company, LLC |
M15 Doubleleaf Holding Company, LLC |
M16 Kirkstead Holding Company, LLC |
M17 Lincolnshire Holding Company, LLC |
M19 Arrowpoint Holding Company, LLC |
M22 Drawspan Holding Company, LLC |
M24 Fieldpoint Holding Company, LLC |
M25 Centershot Holding Company, LLC |
M26 Archivolt Holding Company, LLC |
M27 Brise Soleil Holding Company, LLC |
M28 Broadsands Holding Company, LLC |
M29 Brynderwen Holding Company, LLC |
M31 Cannington Holding Company, LLC |
M32 Dollis Brook Holding Company, LLC |
M33 Harringworth Holding Company, LLC |
M34 Quarterpost Holding Company, LLC |
M36 Springline Holding Company, LLC |
M37 Topchord Holding Company, LLC |
M38 Pemberley Holding Company, LLC |
M39 Derbyshire Holding Company, LLC |
M40 Longbourn Holding Company, LLC |
M41 Silverthorne Holding Company, LLC |
M43 White Dome Holding Company, LLC |
M44 Wildernest Holding Company, LLC |
M45 Clover Basin Holding Company, LLC |
M46 Owl Ridge Holding Company, LLC |
M48 Vallecito Holding Company, LLC |
M49 Squaretop Holding Company, LLC |
M5 Stepstone Holding Company, LLC |
M50 Wetterhorn Holding Company, LLC |
M51 Coffee Creek Holding Company, LLC |
M53 Castle Pines Holding Company, LLC |
M54 Lonetree Holding Company, LLC |
By: | |
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer |
[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]
M56 Haffenburg Holding Company, LLC |
M57 Ridgecrest Holding Company, LLC |
M58 Springvale Holding Company, LLC |
M60 Thunder Basin Holding Company, LLC |
M61 Mineola Holding Company, LLC |
M62 Sagebrook Holding Company, LLC |
M63 Crowfield Holding Company, LLC |
M67 Mountain Spring Holding Company, LLC |
M68 Goosebrook Holding Company, LLC |
M70 Pinney Holding Company, LLC |
M71 Eldredge Holding Company, LLC |
M72 Daleville Holding Company, LLC |
M73 Mason Run Holding Company, LLC |
M74 Varga Holding Company, LLC |
M75 Riley Creek Holding Company, LLC |
M76 Chaplin Holding Company, LLC |
M77 Frog Rock Holding Company, LLC |
M79 Chestnut Company, LLC |
M80 Hazelpoint Holding Company, LLC |
M83 Mt. Holly Holding Company, LLC |
M85 Glenn Rich Holding Company, LLC |
M86 Steele Hill Holding Company, LLC |
M87 Hackmatack Hills Holding Company, LLC |
M88 Franconia Notch Holding Company, LLC |
M89 Mount Washington Holding Company, LLC |
M9 Donnington Holding Company, LLC |
M90 Merrimack Valley Holding Company, LLC |
M91 Newville Holding Company, LLC |
M92 Crystal Woods Holding Company, LLC |
M93 Goose Rocks Holding Company, LLC |
M94 Winding Road Holding Company, LLC |
M95 Pepperwood Holding Company, LLC |
M96 Lilac Valley Holding Company, LLC |
M97 Red Woods Holding Company, LLC |
M99 Ironsides Holding Company, LLC |
Mason Run Investments, LLC |
Massabesic Investments, LLC |
Melody Lane Investments, LLC |
Merrimack Valley Investments, LLC |
Mineola Investments, LLC |
Monadnock Investments, LLC |
Moravian Investments, LLC |
Mount Washington Investments, LLC |
Mountain Spring Investments, LLC |
Mt. Holly Investments, LLC |
Mutsu Investments, LLC |
Newville Investments, LLC |
Old Carbon Investments, LLC |
Old Maitland Investments, LLC |
Owl Ridge Investments, LLC |
Papirovka Investments, LLC |
Pawtuckaway Investments, LLC |
Pemberley Investments, LLC |
Pemigewasset Investments, LLC |
Pennhurst Investments, LLC |
Pepperwood Investments, LLC |
Pinney Investments, LLC |
Pinova Investments, LLC |
Quarterpost Investments, LLC |
Red Woods Investments, LLC |
Ridgecrest Investments, LLC |
Riley Creek Investments, LLC |
Rising Sun Investments, LLC |
Sachs Bridge Investments, LLC |
Sagebrook Investments, LLC |
Seven Stars Investments, LLC |
Silk City Investments, LLC |
Silver Maple Investments, LLC |
Silverleaf Funding, LLC |
Silverthorne Investments, LLC |
Springline Investments, LLC |
Springvale Investments, LLC |
Squaretop Investments, LLC |
Stayman Investments, LLC |
Steele Hill Investments, LLC |
Stepstone Investments, LLC |
Strawberry Fields Investments, LLC |
Sturmer Pippin Investments, LLC |
Summerfree Investments, LLC |
Summit Cut Investments, LLC |
Thornbury Farm Investments, LLC |
Thunder Basin Investments, LLC |
Topchord Investments, LLC |
Vallecito Investments, LLC |
Varga Investments, LLC |
Wall 123, LLC |
Wetterhorn Investments, LLC |
White Birch Investments, LLC |
White Dome Investments, LLC |
Whiteacre Funding, LLC |
Wildernest Investments, LLC |
Willow Grove Investments, LLC |
Winding Road Investments, LLC |
WMF Management, LLC |
Woodbridge Capital Investments, LLC |
Woodbridge Commercial Bridge Loan Fund 1, LLC |
Woodbridge Commercial Bridge Loan Fund 2, LLC |
Woodbridge Group of Companies, LLC |
Woodbridge Investments, LLC |
Woodbridge Mezzanine Fund 1, LLC |
Woodbridge Mortgage Investment Fund 1, LLC |
Woodbridge Mortgage Investment Fund 2, LLC |
Woodbridge Mortgage Investment Fund 3, LLC |
Woodbridge Mortgage Investment Fund 3A, LLC |
Woodbridge Mortgage Investment Fund 4, LLC |
Woodbridge Structured Funding, LLC |
Zestar Investments, LLC |
By: | |
Bradley D. Sharp, solely in his capacity as Chief Restructuring Officer |
[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]
LIQUIDATION TRUSTEE: | ||
By: | ||
Michael Goldberg, solely in this capacity as Liquidation Trustee under this Agreement |
[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]
DELAWARE TRUSTEE: | ||
WILMINGTON TRUST, N.A. | ||
By: | ||
Name: David B. Young | ||
Title: Vice President |
[SIGNATURE PAGE TO LIQUIDATION TRUST AGREEMENT]
Schedule A
The Liquidation Trustee will receive (i) base compensation at an hourly rate of $550 per hour for 2018, with 10% rate raises commencing at the beginning of calendar years 2019 and 2020; and (ii) incentive compensation as determined by the Liquidation Trust Supervisory Board.
AMENDMENT NO. 1 TO
LIQUIDATION TRUST AGREEMENT
This Amendment No. 1 to Liquidation Trust Agreement (this “Amendment”) is entered into effective as of August 21, 2019 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation Trustee”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (the “Trust Agreement”). Capitalized terms used in this Amendment without definition herein shall be deemed to have the meanings given to such terms in the Trust Agreement or incorporated therein.
R E C I T A L S
A. Section 12.10 of the Trust Agreement provides that the Trust Agreement may be amended from time to time by a written instrument signed by the Liquidation Trustee provided that (i) such amendment shall require the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board and (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and disproportionately affected Beneficiary and any such amendment that affects the Delaware Trustee’s duties, obligations, rights, privileges or protections hereunder shall require the written consent of the Delaware Trustee.
B. This Amendment, a written instrument signed by the Liquidation Trustee, has received the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board. The intent of this Amendment is to authorize the appointment one or more members of the Liquidation Trust Supervisory Board (any such member, a “New Member”) in addition to the five initial members of the Liquidation Trust Supervisory Board (the “Initial Members”). This Amendment does not adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such and does not affect any duties, obligations, rights, privileges or protections of the Delaware Trustee.
C. Effective as of the Effective Date, the Liquidation Trustee now wishes to amend the Trust Agreement as set forth below.
A G R E E M E N T
NOW, THEREFORE, as of the Effective Date, the Liquidation Trust Agreement is hereby amended to add the bold underlined text (indicated textually in the same manner as the following example: bold underlined text) as set forth below:
1. Amendment of Section 3.1. Section 3.1 is hereby amended to read in full as follows:
3.1 Liquidation Trust Supervisory Board. The initial members of the Liquidation Trust Supervisory Board shall be Jay Beynon, Dr. Raymond C. Blackburn, Terry Goebel, Lynn Myrick, and John J. O’Neill and the Liquidation Trust Supervisory Board shall include such additional member(s), if any, as the Liquidation Trust Supervisory Board may determine from time to time. The Liquidation Trust Supervisory Board shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and shall supervise the Liquidation Trustee in accordance with this Agreement and the Plan. Except as otherwise set forth herein, approval of a simple majority of the members of such Liquidation Trust Supervisory Board shall be required for the Liquidation Trust Supervisory Board to act on any matter. In the event that votes or consents by the Liquidation Trust Supervisory Board for and against any matter (other than any matter regarding the supervision, evaluation or compensation of the Liquidation Trustee) shall be equally divided, the Liquidation Trustee shall have the power to cast the deciding vote. In the event that a Liquidation Trust Supervisory Board shall not continue to exist under this Agreement, the Liquidation Trustee shall have all the rights and powers of a duly elected board of directors of a Delaware corporation and all references herein to required approval or other action of such Liquidation Trust Supervisory Board shall be of no force or effect. On or promptly following the Effective Date, the Liquidation Trust Supervisory Board shall adopt by-laws that are consistent with the terms and conditions of this Agreement and thereafter may repeal, amend, and restate by-laws from time to time.
2. Amendment of Section 3.2. Section 3.2 is hereby amended to read in full as follows:
3.2 Resignation/Replacement/Removal of Member of Liquidation Trust Supervisory Board. A member of the Liquidation Trust Supervisory Board may resign following written notice to the Liquidation Trustee and the other members of the Liquidation Trust Supervisory Board. Such resignation will become effective on the later to occur of (i) the day specified in such written notice and (ii) the date that is thirty (30) days after the date such notice is delivered. A member of the Liquidation Trust Supervisory Board may only be removed by entry of a Bankruptcy Court order finding that cause exists to remove such member. In the event that a member of the Liquidation Trust Supervisory Board is removed in accordance with the immediately preceding sentence, dies, becomes incapacitated, resigns or otherwise becomes unavailable for any reason, such member’s replacement shall be appointed (a) in accordance with the Plan or (b) if the Plan does not specify the manner of appointment of such member’s replacement, by the Liquidation Trust Supervisory Board.
3. Full Force and Effect. Except as amended in this Amendment, the Trust Agreement shall remain in full force and effect. Unless the context otherwise requires, any other document or agreement that refers to the Trust Agreement shall be deemed to refer to the Trust Agreement, giving effect to this Amendment (and any other amendments to the Trust Agreement made from time to time pursuant to its terms).
4. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the successor(s) and assign(s) of the party hereto.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of laws.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.
/s/ Michael Goldberg | |
Michael Goldberg, solely in his capacity as Liquidation | |
Trustee under the Trust Agreement |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO
LIQUIDATION TRUST AGREEMENT OF WOODBRIDGE LIQUIDATION TRUST]
/s/ Michael Goldberg | |
Michael Goldberg, solely in his capacity as Liquidation Trustee under the Trust Agreement |