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EXHIBIT 2.4
QUALIFIED EXCHANGE TRUST AGREEMENT
This QUALIFIED EXCHANGE TRUST AGREEMENT ("Agreement") made as of the
21st day of November, 1997 among The Chicago Trust Company as Trustee under
Trust No. 38347501 ("Trustee"), Chicago Deferred Exchange Corporation
("Exchangor") and American Publishing Company of Illinois ("Beneficiary").
WITNESSETH:
WHEREAS, Beneficiary is the owner of the property described in Exhibit A
of this Agreement (the "Property"); and
WHEREAS, Exchangor desires to acquire the Property; and
WHEREAS, Beneficiary does not wish to sell the Property for cash but
instead desires to exchange the Property for other property of like kind within
the meaning of Section 1031 of the Internal Revenue Code, and the Regulations
promulgated thereunder; and
WHEREAS, Exchangor and Beneficiary have entered into an Exchange
Agreement with respect to the Property (the "Exchange Agreement"); and
WHEREAS, Exchangor and Beneficiary have agreed that Exchangor will
create the Trust provided for in this Agreement to secure its obligations to
complete a tax-deferred exchange within the meaning of Section 1031 of the
Internal Revenue Code, and the Regulations promulgated thereunder; and
WHEREAS, Exchangor, Beneficiary, and Trustee intend that this Agreement
create a Qualified Trust for purposes of IRC Regulation Section
1.1031(k)-1(g)(3);
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
A. On or before the "Closing Date" under the LG Purchase Agreement, as
defined in the Exchange Agreement, Exchangor shall deposit the "Relinquished
Property Equity" as defined in the Exchange Agreement, with Trustee. The
Relinquished Property Equity shall constitute the "Initial Exchange Trust
Account".
B. Trustee, on behalf of Exchangor, shall invest and reinvest the
Initial Exchange Trust Account in the Xxxxxxx Xxxxx Money Market Trust,
hereinafter referred to as to the "Trust". The investment objective of the Trust
is to maximize current income to the extent consistent with the preservation of
capital and the maintenance of liquidity. Trustee shall receive reasonable
compensation for serving as administrator of the Trust and as Trustee under this
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Agreement. The Initial Exchange Trust Account, together with accumulated income
therefrom, shall constitute the "Exchange Trust Account".
ARTICLE 2
A. Except as provided in Paragraph B of this Article, the Exchange Trust
Account shall be used only to make required xxxxxxx money deposits and to
complete the acquisition of the Replacement Property consistent with the
Exchange Agreement.
B. Beneficiary shall have no right to receive, pledge, borrow or
otherwise have available the Exchange Trust Account prior to receipt by the
Beneficiary of the Replacement Property. Upon such occurrence, the unexpended
and unapplied Exchange Trust Account shall be paid to the Beneficiary, and this
trust shall thereupon terminate. Notwithstanding the foregoing, amounts in the
Exchange Trust Account shall be paid to the Beneficiary, and this trust shall
terminate, only in compliance with Treasury Regulation Section
1.1031(k)-1(g)(6). Trustee shall not be obligated to pay any funds in the
Exchange Trust Account to the Beneficiary in the event that Exchangor has not
obtained the releases described in the Exchange Agreement.
ARTICLE 3
A. Trustee shall hold legal and equitable title to all property at any
time constituting a part of the Trust Estate in trust, to be administered and
disposed of by Trustee pursuant to the terms of this Trust Agreement.
B. Trustee shall not be required to inquire into the propriety of any
direction given it by Exchangor or Beneficiary under this Agreement. Trustee
shall have no liability whatsoever arising out of its investment of funds in the
Exchange Trust Account. Anyone who may deal with Trustee shall not be required
or privileged to inquire into the necessity or expediency of any act of Trustee
or into the provisions of this Agreement. Trustee shall not be required to
assume any personal obligations or liability in dealing with the Exchange Trust
Account or to make itself personally liable for any damages, costs, expenses,
fines or penalties. Neither Exchangor nor Beneficiary is the agent of Trustee
for any purpose, and neither has any authority to act for, or in the name of
Trustee or to obligate Trustee personally or as Trustee.
ARTICLE 4
A. This Agreement shall be governed by and construed in accordance with
the law of the State of Illinois. In this Agreement, the plural includes the
singular and vice versa. Each of the terms and provisions of this Agreement is
and is deemed severable in whole or in part, and if any term or provision or
the application thereof in any circumstances should be invalid, illegal or
unenforceable, the remaining terms and provisions or application thereof to
circumstances other than those as to which a term or provision is held invalid,
illegal, unenforceable, shall not be affected and they shall remain in full
force and effect. This Agreement and the rights and obligations of the parties
hereto shall insure to the benefit of and
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shall bind the parties hereto and their respective successors and assigns. In
the event Beneficiary terminates, dissolves, or dies prior to that time of
distribution of any property otherwise distributable to Beneficiary, said
property shall be distributed to Beneficiary's successors or assigns or, in the
event of Beneficiary's death, to his estate.
B. All notices to be given under this Agreement shall be in writing and
served personally or by registered or certified mail, or overnight courier, to
the parties at the following addresses:
To Trustee: The Chicago Trust Company
Exchange Trust Division
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
To Exchangor: Chicago Deferred Exchange Corporation
000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
To Beneficiary: c/o American Publishing Company
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxx
Each such notice shall be deemed served on the date on which the return receipt
is signed or delivery is refused or the notice is designated by the postal
authorities as not deliverable, as the case may be.
C. The Exchangor, Trustee and Beneficiary hereby acknowledge and agree
that, for federal income tax purposes, income earned on the Exchange Trust
Account will be attributed to Beneficiary, and that the Trustee will report to
the Internal Revenue Service the income earned on the Exchange Trust Account in
the aforesaid manner.
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IN WITNESS WHEREOF, Trustee, Exchangor and Beneficiary have caused this
Qualified Exchange Trust Agreement to be signed as of this day of .
THE CHICAGO TRUST COMPANY
AS TRUSTEE
By: /s/ Xxxx Xxxxxxxxxx-Xxxxxx
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Vice President
CHICAGO DEFERRED EXCHANGE
CORPORATION AS EXCHANGOR
By: /s/ Xxxxxx Xxxxxx
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Vice President
AMERICAN PUBLISHING COMPANY
OF ILLINOIS
By: /s/ X. X. Xxxxxxxx
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