Exhibit 4.3
DECLARATION OF TRUST
OF SIG CAPITAL TRUST I
This Declaration of Trust, dated as of August 4, 1997 (this
"Declaration of Trust"), among Xxxxxx International Group, Inc. as sponsor (the
"Sponsor"), Wilmington Trust Company, a Delaware banking corporation, as
trustee, and Xxxx X. Xxxxxx, as trustee (jointly, the "Trustees").
The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as "SIG
Capital Trust I" in which name the Trustees, or the Sponsor to
the extent provided herein, may engage in the transactions
contemplated hereby, make and execute contracts, and sue and be
sued.
2. The Sponsor hereby assigns, transfers conveys and sets over to
the Trust the sum of $10. The Trustees hereby acknowledge receipt
of such amount in trust 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.C.ss.3801, et seq. (the "Business Trust Act"), and that
this document constitutes the governing intrument of the Trust.
The Trustees are hereby authorized and directed to execute and
file a certifi- cate of trust with the Delaware Secretary of
State in accor- dance with the provisions of the Business Trust
Act.
3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party,
to provide for the contemplated operation of the Trust created
hereby and the issuance of the Capital 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 of any licenses, consents or approvals
required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, (i) to prepare one or more
offering memoranda in preliminary and final form relating to the
offering and sale of Capital Securities of the Trust in a
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and such
other forms or filings as may be required by the 1993 Act, the
Securities Exchange Act of 1934, as amended, or the Trust
Indenture Act of 1939, as amended, in each case relating to the
Capital Securities of the Trust; (ii) to 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 that shall be necessary or
desirable to register or establish the exemption from
registration of the Capital Securities of the Trust under
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the securities or "Blue Sky" laws of such jurisdictions as the
Sponsor, on behalf of the Trust, may deem necessary or desirable;
(iii) to execute and file an application, and all other
applications, statements, certificates, agreements and other
instruments that shall be necessary or desirable, to the Private
Offerings, Resales and Trading through Automated Linkages
("PORTAL") Market and, if and at such time as determined by the
Sponsor, to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market for listing or
quotation of the Capital Securities of the Trust; (iv) to execute
and deliver letters or documents to, or instruments for filing
with, a depository relating to the Capital Securities of the
Trust; and (v) to execute, deliver and perform on behalf of the
Trust one or more purchase agreements, dealer manager agreements,
escrow agreements and other related agreement providing for or
relating to the sale of the Capital Securities of the Trust.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be two (2) 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
which may increase or decrease the number of Trustees; provided,
however, 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
which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Sponsor is entitled
to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty (30) days' prior notice to the
Sponsor.
7. 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 of principles).
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.
XXXXXX INTERNATIONAL GROUP, INC.,
as Sponsor
By:_______________________________
Name:
Title:
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WILMINGTON TRUST COMPANY,
as trustee and not in its individual capacity
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
______________________________________
XXXX X. XXXXXX, as trustee and not in his
individual capacity
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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.
XXXXXX INTERNATIONAL GROUP, INC.,
as Sponsor
By:_______________________________
Name:
Title:
WILMINGTON TRUST COMPANY,
as trustee and not in its individual capacity
By:_______________________________
Name:
Title:
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX, as trustee and not in his
individual capacity
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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.
XXXXXX INTERNATIONAL GROUP, INC.,
as Sponsor
By: /s/ Xxxx X. Xxxxxx
Name: XXXX X. XXXXXX
Title: CHIEF EXECUTIVE OFFICER
WILMINGTON TRUST COMPANY,
as trustee and not in its individual capacity
By:_______________________________
Name:
Title:
/s/ Xxxx X. Xxxxxx
XXXX X. XXXXXX, as trustee and not in his
individual capacity
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