What is the purpose of the Trust?

Who are the beneficiaries of the Trust?

Who are the professional firms representing the Trust?

Who is representing the Defendants?

Where can I get information about the Defendants' position?

What is the next stage in the litigation?

What is a Unit of the Trust?

Do the Units in the Trust have any value?

Are Trust Units transferable?

How can Unitholders receive reports on the status of the Trust?

What is the purpose of the Trust?

The purpose of the Trust is to preserve, protect and promote the interests of its beneficiaries relating to certain legal claims. The claims arose when the St. Regis Mohawk Tribe, a federally recognized Native American tribe, was induced to enter into a contract that repudiated certain other contracts with several real estate and casino development and management groups providing for the development and management of a casino in the Catskills region of New York. On January 12, 2004, a Declaration of Trust was executed naming Joseph Bernstein and Paul deBary as Trustees and Christiana Bank & Trust Company as Administrative Trustee. Three plaintiffs in the litigation each assigned their claims to the Trust:

• Catskill Development LLC

• Monticello Raceway Development Company LLC

• Mohawk Management LLC

On June 21, 2007, the Trust received an assignment of the Tribal Court Default Judgment Order in the amount of $1.787 Billion, pursuant to an Order of the Tribal Court. Subsequently, the Tribal Court awarded the Trust interest at 9% a year from the date of entry of the judgment, or approximately $1 Billion. The Trust is pursuing enforcement of the Tribal Court judgment, as well as its original claims.

Who are the beneficiaries of the Trust?

The beneficiaries of the Trust are thousands of individuals or entities who are enrolled members of the Tribe or beneficial owners of the various business entities involved in the original casino development effort. The contracting entities continued their efforts to develop a casino and, as part of that effort, the original entities were reorganized and new investors were brought in. The individuals managing the new venture felt that the efforts and issues involved in conducting the litigation were not appropriate for the new entity to pursue and determined to distribute the claims to the beneficiaries through the Trust.

The interest of the non-Tribal beneficiaries arose in January 2004 in connection with a merger of the interests of various private entities that had been the owner-developers of the Monticello Raceway with Empire Resorts, Inc.

The interest of the enrolled members of the Tribe in the Trust arose out of a Joint Alliance Agreement executed in January 2007 by the Trustees and representatives of the class in the Tribal Court action, who began working together to jointly pursue their separate claims against Harrah’s and other persons. The Tribal Court approved the assignment of the Tribal Court Judgment to the Trust on June 21, 2007.

Who are the professional firms representing the Trust?

The Trust has retained a number of law firms to represent its interests, including:

• Mayer, Brown, Rowe and Maw LLP

• Quinn Emanuel Urquhart Oliver & Hedges LLP

• Orrick, Herrington & Sutcliffe LLP

• Troutman Sanders LLP

• Marvin Newberg, Esq., for litigation matters,

• Olshan, Grundman, Frome, Rosenzweig & Wolosky LLC for corporate and commercial matters.

• Marcum & Kliegman LLC has been retained as auditor.

The firms with principal responsibility for handling the Trust’s appeal to the 2nd Circuit are Mayer, Brown, Rowe & Maw LLP and Quinn Emanuel Urquhart Oliver & Hedges LLP.

• Mayer, Brown, a combination of two limited liability partnerships using the same name (one established in Illinois and the other in England) is among the 10 largest law practices in the world. Its appellate and Supreme Court practice is the nation's oldest and largest, involving a group of 26 partners, three counsel, three academic affiliates, and approximately 30 associates. Attorneys in the group have argued some 190 cases before the Supreme Court -- including nine in the two most recent Terms -- as well as hundreds more in appellate courts across the nation.

• Andrew Frey is the partner responsible for managing the Trust’s account. Andrew Frey has argued over 60 cases in the United States Supreme Court and has also argued in 11 federal courts of appeals and the highest courts of 10 states.

  • Mr. Frey is a nationally recognized expert on punitive damages, and co-author, with Evan Tager, of the chapter on punitive damages in Business and Commercial Litigation in the Federal Courts.

  • Prior to joining Mayer, Brown, he served for 14 years in the Office of the Solicitor General. For most of that period, he held the position of Deputy Solicitor General in charge of the federal government's criminal litigation in the Supreme Court.

  • He received numerous Presidential and Department of Justice awards while serving with the Department.

  • Mr. Frey graduated first in his class at the Columbia Law School and was Notes Editor of the Columbia Law Review.

  • After graduation he served as law clerk to Judge George T. Washington of the United States Court of Appeals for the District of Columbia Circuit.

  • He is a member of the American Law Institute and the American Academy of Appellate Lawyers.

Additional information concerning Mayer, Brown, Rowe & Maw LLP can be found at www.mayerbrown.com.

• Quinn Emanuel Urquhart Oliver & Hedges LLP, is a large firm specializing primarily in litigation matters with offices in New York and various cities in California.

• Sandy Weisburst is the person responsible for handling the Trust’s matters.

  • Before going into private practice, Sandy clerked for Justice Clarence Thomas and prior to that Judge Laurence Silberman of the D.C. Circuit.

  • He has briefed cases at the appellate level in the United States Courts of Appeals for the Second, Seventh, and Eleventh Circuits, and at the trial level in the Southern District of New York, District of New Jersey, and Illinois, Ohio, and New York State courts.

  • Additionally, he has prepared several certiorari petitions in the U.S. Supreme Court.

  • Sandy received his A.B., magna cum laude, in economics from Harvard College, and was inducted into Phi Beta Kappa.

  • In 1998, he received his J.D. with highest honors (and first in his class) from the University of Chicago Law School.

  • He also was admitted to the Order of the Coif and served as Topics & Comments Editor of The University of Chicago Law Review.

Additional information concerning Quinn Emanuel Urquhart Oliver & Hedges LLP, can be found at www.quinnemanuel.com.

• Orrick, Herrington & Sutcliffe LLP is the firm primarily responsible for handling the enforcement of the default judgment rendered in the St. Regis Mohawk Tribal Court. With 18 offices around the world, Orrick has a broad range of practice areas.

• Fredrick P. Holden, Jr. is the partner in charge of the account.

  • Mr. Holden’s practice is focused on litigation and transactions involving insolvent businesses, with an emphasis on multi-national, technology, retiree and mass tort issues.

  • He represents creditors, debtors, committees, and governmental interests in Chapter 11 cases, corporate reorganizations, and asset acquisitions.

  • He has served as general counsel to court-appointed trustees and receivers in some of the largest international business insolvencies and teaches corporate reorganization at the U.C. Berkeley Haas Graduate School of Business.

Additional information concerning Orrick, Herrington & Sutcliffe LLP can be found at www.orrick.com.

• Troutman Sanders LLP was founded in 1897 and is an Atlanta-based international law firm with approximately 600 attorneys serving clients from offices in Atlanta, Hong Kong, London, New York, Norfolk, Raleigh, Richmond, Tysons Corner, Virginia Beach and Washington, D.C. The firm has over 100 attorneys in its complex litigation group. John Gallagher and Bill Hopson are the partners responsible for the firm’s representation of the Trust and have been involved with the litigation from the beginning.

• John Gallagher specializes in complex project litigation and received his A.B., with distinction, in philosophy from Dartmouth College in 1981.

  • He received his J.D., cum laude, from Washington & Lee University School of Law, serving as Chairman and Writing Director of the Washington & Lee Legal Research Association.

  • He was inducted into the ODK national leadership fraternity and has received Martindale Hubbell's highest legal rating of AV.

• Bill Hopson leads Troutman Sanders' Construction Practice Group.

• He began his career in the Development and Construction Industry in 1968, focusing on large projects with a major multi-national general contractor.

• For 20 years he served as Eastern Division Manager and on the Board of Directors for that company and for several years as Chairman of one of its subsidiary companies.

• For three years, Bill was in charge of development and construction for the Ritz Carlton Hotel Company and was involved with the acquisition of the Ritz Carlton name and development and construction of the first six Ritz Carlton Hotels.

• He has litigated and arbitrated business and construction disputes in federal and state courts nationwide.

• Bill received his B.B.C. from Auburn University College of Architecture in 1967 and his J.D. from the Georgia State University College of Law in 1991.

Additional information concerning Troutman & Sanders LLP can be found at www.troutmansanders.com.

Marvin Newberg, Esq. -- Certain New York legal matters have been handled for the Trust by Marvin Newberg, Esq. a single practitioner in Monticello, New York.

• Marvin earned his Bachelor of Science from the University of Pennsylvania, Wharton School of Finance in 1970 and his Juris Doctor from Syracuse University College of Law in 1974.

• He served for three years as law secretary to New York State Supreme Court Justice Hon. Robert C. Williams and for five years as law secretary to Hon. Louis B. Schieman, Sullivan County Court Judge.

• He has served as County Attorney for Sullivan County, and Town Attorney for the Towns of Mamakating, Callicoon, and Thompson, and as an attorney for the Town of Callicoon Planning Board and Zoning Board as well as Special Prosecutor for County of Sullivan.

• Olshan, Grundman, Frome, Rosenzweig & Wolosky LLC represents the Trust for securities law and general corporate matters. The firm is twenty-four years old and among New York’s fastest growing corporate law firms with approximately sixty attorneys.

• Robert H. Friedman supervises representation of the Trust.

• He is a graduate of Rutgers University (A.B., 1974) Temple University (M.Ed.,1976), Rutgers University, Newark (J.D., 1983) and served as Research Editor of the Rutgers Law Review from 1982-1983.

• He is currently a member of the faculty of the Practicing Law Institute.

Additional information concerning Olshan, Grundman, Frome, Rosenzweig & Wolosky LLC can be found at www.olshanlaw.com.

• Founded in 1951, Marcum & Kliegman LLP is a New York based accounting firm, with nearly 300 professionals. The firm’s retainer for the Trust is supervised by David Bukzin, who is the Partner-in-Charge of the firm’s SEC Practice Group.

• Based in the firm's New York City office, he has long consulted in the area of SEC policies, practice and procedures and the publisher of SEC Insights, a quarterly publication of current issues facing publicly traded companies created by the firm's SEC Practice Group.

• He is a specialist in the area of business valuation, especially as it applies to litigation support, mergers and acquisitions, and corporate finance transactions.

• David maintains memberships with the National Associations of Certified Valuation Analysts, the American Institute of Certified Public Accountants, and the New York State Society of Certified Public Accountants and has served on the Executive Committee of the American Cancer Society's New York Chapter from 1995 until 1998.

Additional information concerning Marcum & Kliegman can be found at www.mkllp.com.

Who is representing the Defendants?

The defendants have in the past been represented by the firm of Boies, Schiller & Flexner LLP. George F. Carpinello, Paul R. Verkuil and Marilynn Kunstler have been the lead attorneys for the firm. For additional information: www.boies-schiller.com.

Where can I get information about the Defendants' Position on the Litigation?

Harrah’s has disclosed information concerning the litigations in its public filings with the SEC, which are also available through the Edgar system. In addition, certain of the briefs and other documents filed with the courts in the appeal are available through this website. In our overview of the litigation elsewhere on this website, we have tried to indicate the basic positions of the defendant in the case. However, this is necessarily viewed differently from our perspective than from theirs. The most reliable expressions of their opinions are the statements made by the defendant in its briefs and other court filings and in its regulatory filings.

What is the next stage in the Litigation?

The Trust filed a complaint in the United States District Court for the Northern District of New York against Harrah's Operating Company, Inc, and Clive Cummis on June 22, 2007, seeking to enforce the $1.787 billion default judgment rendered by the St. Regis Mohawk Tribal Court on March 21, 2001, which was assigned to the Trust pursuant to an order of the Tribal Court approving the assignment on June 21, 2007.

• The defendants have filed a motion to dismiss the complaint alleging the assignment of the default judgment to the Trust was invalid under New York laws relating to champerty (ambulance chasing by attorneys).

• They also are claiming that there had been a prior settlement of the judgment in a prior enforcement action that had been dismissed without prejudice in 2003 while the parties were negotiating a settlement that was never executed or implemented, that provided no consideration for class members, and that by its terms would have required the approval of the Tribal Court and notice to class members of their right to opt out of any settlement. None of this occurred.

• On December 4, 2007, Judge McAvoy denied the motion to dismiss based on procedural defects on the part of the defendants and ordered the parties to proceed with limited discovery on the issues raised in the motion. Judge McAvoy noted that these issues would more properly be raised in a summary judgment motion after discovery.

In the initial action filed by the Trust, on which summary judgment was granted by the United States District Court for the Southern District of New York in favor of the defendant, the next stage is the oral argument in the appeal filed by the Trust before the Second Circuit. Oral argument is expected to occur in 2008.

What is a Unit of the Trust?

Each unit of the Trust is a fractional share of the entire corpus of the Trust. Although the various plaintiff entities had separate interests in various aspects of the project, the beneficiaries of the Trust share an interest in the totality of the claims on a pro rata basis, depending on the number of units that they own.

• There are no classes of ownership of the trust or other preferences among the owners of the Trust.

• The interests are therefore legally undivided and shared on a “pari passu” basis. In the event of a settlement or judgment in favor of any one of the plaintiff entities, all of the beneficiaries will share in that settlement or judgment on a pari passu basis, after all obligations and costs of the Trust have been provided for.

• Ownership of Trust units is evidenced by certificates, which specify the number of units that they represent. If you received units as a result of your ownership of shares of stock or other interest that were held for you by a financial institution, such as a securities broker, a national securities depository may be the nominal owner of the shares (such units are being held in “street name”).

• In such case, the units are held by the depositary although they should be reflected as owned by you on your statement from the financial institution.

Do the Units in the Trust have any value?

Since the litigation is extremely complex and the District Court found against the plaintiffs on all counts, the value of the units is at this point, and was at the time that the Trust was created, extremely difficult to ascertain.

• The plaintiff entities contributing the claims to the Trust assigned no value to the transfer as of the time of the transfer the complaint had been dismissed.

• Accordingly, it could be expected that the units would have a zero basis for tax purposes.

• However, the tax treatment of any individual’s interests depends on particular circumstances.

• Unit holders must consult their own tax advisors with respect to the appropriate tax treatment of the Trust Units.

The Declaration of Trust under which the Units were issued permits them to be transferred either as whole or in part (in round units).

• In order to effectuate a physical transfer, the original certificate must be submitted to the Administrative Trustee.

• A new certificate will be issued in the name of the transferee, and, in the case of a partial transfer, a new certificate representing the balance of the original certificate will be issued in the name of the transferor.

• Units held in street name may be transferred to a new beneficial owner through the depositary’s system, without the need for a new physical certificate to be issued.

All sales of units are subject to applicable state and federal securities laws and you should check with your investment and legal advisors concerning compliance with those laws.

• They should be advised that all of the Units issued have been registered with the SEC.

• You may download the registration statements from the SEC’s Edgar system at www.edgar-online.com.

• If you are one of the initial Unit holders, you will be required to deliver a copy of the registration statement covering your units to any person that receives the shares from you.

Although the Units are registered with the SEC, they have not been registered on any securities exchange and we are not currently familiar with anyone who makes a market in the Units, although the Trustees have been advised that various firms are considering commencing trading in the units.

• Because the Trust is not a licensed securities dealer, we are not in a position to assist persons who are interested in purchasing or selling Units.

• Unit holders should check with their securities brokers to determine whether any firms have commenced trading in the units.

How can Unit holders receive reports on the status of the Trust?

The Trust is currently responsible for filing annual and quarterly reports with the SEC, as well as reports of material events affecting the Trust. These reports are available to Unit holders through the Edgar system.

• SEC Filings for Catskill Litigation Trust