Exhibit (a)(1)
TRUST AGREEMENT OF XYZ EXCHANGEABLE PREFERRED TRUST
TRUST AGREEMENT, dated as of July 28, 1998 among Xxxxx X. Xxxxxx, as
Depositor, and Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx III and Xxxxx X. X'Xxxxx, as
Trustees. The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "XYZ Exchangeable
Preferred Trust", in which name the Trustees may conduct the business of the
Trust, make and execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $1. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. ss. 3801, et seq. and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in the form attached hereto.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. This Trust Agreement may be executed in one or more counterparts.
5. The Trustees may resign upon thirty days prior notice to the
Depositor.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
DEPOSITOR:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx,
as Depositor
TRUSTEE:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx,
as Trustee
TRUSTEE:
/s/ Xxxxxxx X. Xxxxxx III
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Xxxxxxx X. Xxxxxx III,
as Trustee
TRUSTEE:
/s/ Xxxxx X. X'Xxxxx
------------------------------
Xxxxx X. X'Xxxxx,
as Trustee
