EXHIBIT 4.21
DECLARATION OF TRUST
OF
TEMPLE-INLAND TRUST I
DECLARATION OF TRUST, dated as of March 8, 2002, among Temple-Inland
Inc., a Delaware corporation, as Sponsor (the "Sponsor"), JPMorgan Chase Bank,
as trustee (the "Property Trustee"), Chase Manhattan Bank USA, National
Association, as trustee (the "Delaware Trustee"), and Xxxxx X. Xxxxxx, as
trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and
the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:
1. The Delaware business trust created hereby shall be known as
"Temple-Inland Trust I" (the "Trust"), in which name the Trustees, or the
Sponsor to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount from
the Sponsor, which amount shall constitute the initial trust estate. 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. Code
Section 3801 et seq. (the "Business Trust Act"), and that this document
constitutes the government instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve in accordance with the provisions of the Business Trust Act. The Trust
is hereby established by the Sponsor and the Trustees for the purposes of (i)
issuing preferred securities representing undivided beneficial interests in the
assets of the Trust ("Preferred Securities") in exchange for cash and investing
the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing undivided beneficial interests in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in debt securities of the Sponsor and (iii)
engaging in such other activities as are necessary or incidental thereto.
3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, 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. The Sponsor, as the sponsor of the Trust, is hereby authorized (i)
to prepare and file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 or on such other form or forms as may be
appropriate, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the
"Securities Act") (any such registration statement, whether on Form S-3, another
form or under Rule 462(b) being referred to herein as the "Securities Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration under
the Securities Act of the Preferred Securities and certain other securities of
the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration
Statement on Form 8-A (the "Exchange Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration of the Preferred Securities under Section 12 of the Securities
Exchange Act of 1934, as amended; (ii) if the Sponsor shall deem it desirable,
to prepare and file with New York Stock Exchange, Inc. or any other automated
quotation system, exchange or over-the-counter market (collectively, the
"Exchanges") and execute on behalf of the Trust a listing application or
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any Exchange; (iii) to prepare and file and execute
on behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Sponsor, on behalf of the Trust, may deem necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem
necessary or desirable; (iv) to negotiate the terms of and execute on behalf of
the Trust an underwriting or other purchase agreement among the Trust, the
Sponsor and any underwriter(s), dealer(s) or agent(s) relating to the Preferred
Securities, as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (v) to execute and deliver on behalf of the Trust letters or
documents to, or instruments for filing with, a depository relating to the
Preferred Securities. In the event that any filing referred to in clauses
(i)-(iii) above is required by the rules and regulations of the Commission, any
Exchange, the National Association of Securities Dealers, Inc. or state
securities or blue sky laws, to be executed on behalf of the Trustee by a
Trustee, any natural person appointed pursuant to Section 6 hereof, in his or
her capacity as trustee of the Trust, and the Sponsor are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Sponsor that may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon thirty days' prior notice to the Sponsor.
7. The Trust may be dissolved and terminated at the election of the
Sponsor.
8. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principals).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
TEMPLE-INLAND INC.,
as Sponsor
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Treasurer
JPMORGAN CHASE BANK,
as Property Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION,
as Delaware Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice President
XXXXX X. XXXXXX,
as Regular Trustee
/s/ Xxxxx X. Xxxxxx
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