Case:12-13815-ABC Doc#:236-2 Filed:02/06/13

Entered:02/06/13 15:31:13 Page1 of 3

SENDER WASSERMAN WADSWORTH

Harvey Sender
Attorney at Law hsender@sww-Jegal.com

February 5, 2013

Alan Solow DLA Piper LLP 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601-1293 Re: United Western Banoorp, Inc.

Dear Alan:
1 am writing to address the issues raised in your letter dated January 7, 2013. First, per your request, I enclose copies of the indentures that give rise to claims in this case and a list of the officers and directors of each of the Debtors and United Western Bank for the five years prior to the filing of the bankruptcy cases for each. The Debtor has not received any insurance refunds subsequent to the filing of this bankruptcy, nor does it expect to receive any. With respect to your other concerns: (l) UWBK's Plan provides for the creation of. a Liquidation Trust to provide a mechanism for. liquidation of UWBK's bankruptcy estate, including but not limited to any potential monetary recovery that might be realized from the Litigation pending in the District Court for the District of Columbia. While we understand that awaiting a final determination in the Litigation might provide greater certainty to creditors viewing the Plan, we chose to file a Plan that addresses the alternative scenarios in which the Bank does or does not recover from the Litigation in order to satisfy the U.S. Trustee, who had challenged our request for extension of the exclusivity period and argued that our delay in filing a Pla~ was umeasonable. We also wanted to file the plan promptly because, with confirmation of the Plan, UWBK's administrative expenses will go down as key employee will be compensated on a contingent-fee basis rather than with salary. (See Plan~ 6.4.) UWBK notes in its Disclosure Statement, specifically, that the Plan "depends, in Large amount, on the outcome of the Litigation." (Disclosure Statement II.) Further the Disclosure Statement states, "UWBK's and the Bank's success, or failure, in the

EXHIBITB
Send er Wasserman Wadsworth. P.C. 1660 Lincoln Street Suite 2200 Denver, CO 80264 Tel: 303-296ww-legal.com

Case:12-13815-ABC Doc#:236-2 Filed:02/06/13

Entered:02/06/13 15:31:13 Page2 of 3

Litigation will affect the amount of funds available for distribution to creditors. (Disclosure Statement XVI 1 A.) (2) We do not agree with your contention that the Disclosure Statement lacks a liquidation analysis. The only asset that UWBK can claim to have with certainty is the net funds received from the sale of the Land after resolution of the dispute between MF and its Class 1 Creditors. The remainder UWBK assets- specifically, the Tax Claims and the proceeds of the Litigation, if any- are contingent upon resolution of the disputes over each. As these contingent interests are discussed at length in the Disclosure Statement, there is no more to say with respect to liquidation. (3) We understand your concern that the Disclosure Statement does not address the unsecured claim of the FDIC-Receiver that would arise in the event that the Debtor prevails in the Tax Refund Dispute and will address it. If you have specific language that you would like to incorporate into the Plan, we will to consider it. (4) The appointment of Theodore Abariotes as Liquidation Trustee would not create a conflict of interest. Specifically, because the employment of BuckleySandler to serve as special counsel to UWBK in the Litigation, which was authorized by the Court, provides that BuckleySandler's compensation is contingent on its success in the Litigation, Mr. Abariotes' interest in seeing the Litigation continue will not result in any greater expense to UWBK's bankruptcy estate. Indeed, under the Plan, Mr. Abariotes' interests and the interests of the estate are coincident, in that both have every incentive to maximize recovery for UWBK's estate. (5) Enclosed please find a copy of Mr. Abariotes curriculum vitae. We will revise the disclosure statement to provide more information about Mr. Abariotes' background and qualifications. We do not believe there Mr. Abariotes' appointment would present any conflict of interest.
(6) Winding down the Debtors' business through Chapter 11 is less costly than liquidation through Chapter 7. A Chapter 7 Trustee would have to learn the case anew and would have to engage former employees of the Debtors to assist him in the Litigation and in resolving the Tax Refund Disputes. Through Chap~er 11, the expenses associated with this process would be avoided.

(7) The Plan does not contemplate that proceeds from the Tax Refund Dispute will be used to fund the Litigation. As discussed above, BuckleySandler will continue to represent the Bank as special counsel on a contingent basis. Continuation of the Litigation will not result in additional costs to the estate that will reduce any potential distribution to creditors.

Case:12-13815-ABC Doc#:236-2 Filed:02/06/13

Entered:02/06/13 15:31:13 Page3 of 3

(8) As you know, UWBK and the FDIC have agreed to submit any dispute related to ownership of tax refimds to the Bankruptcy Court for determination. However, until such time that UWBK's right to receive a tax refund (and the amount of any such refund) is actually determined, UWBK will not be in a position to evaluate whether it will be in the best interest of the bankruptcy estate to litigate the issue. (9) We believe that the discussion of the Litigation and Tax Refund Disputes is sufficient to give creditors a basis to judge the Plan. We also think the discussion of the risk factors is adequate. However, if you would like for us to include additional language, we would be quite willing to consider any specific suggestion you might have. (1 0) The illustration in the Disclosure Statement is not intended to reflect any certain outcome, but rather to show how funds received in the event that the Bank prevails in the Litigation and that the Debtor receives funds from the Tax Refund Dispute might flow to creditors. In the Disclosure Statement, the Debtors disclose the risk that it might not recover, or might not recover in amounts sufficient to pay all creditors of UWBK. (11) Thank you for your note with respect to the cross-reference on page 20 of the disclosure statement. Rather than section 7.4, it should reference section 6.1. We will correct that in an amendment. I hope this clears up any confusion you might have had about funding of the Litigation and other matters. If you have further questions or concerns, or would like to propose the inclusion of any specific provision, we would be happy to discuss the matter with you.

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Enclosures