Exhibit 4.6
TRUST AGREEMENT
OF
CITIZENS COMMUNICATIONS CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of April 27, 2001 (this
"Declaration"), by and among Citizens Communications Company, a Delaware
corporation, as depositor (the "Depositor"), and Chase Manhattan Bank USA,
National Association, a Delaware banking corporation, as trustee (the
"Trustee"). The Depositor and the Trustee hereby agree as follows:
1. The trust created hereby shall be known as "Citizens
Communications Capital Trust I" (the "Trust"), in which name the Trustee or the
Depositor, to the extent provided herein, 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 Trust the sum of $10. Such 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. (S)3801, et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustee is hereby
authorized and directed to execute and file a certificate of trust with the
Delaware Secretary of State in such form as the Trustee may approve.
3. The Depositor and the Trustee will enter into an amended and
restated Trust Agreement or Declaration satisfactory to each such party 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 Trust Agreement
or Declaration, the Trustee 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.
Notwithstanding the foregoing, the Trustee may take all actions deemed proper as
are necessary to effect the transactions contemplated herein.
4. The Depositor is hereby authorized, in its sole discretion, (i)
to file with the Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) the
Registration Statement on Form S-3 (the "1933 Act Registration Statement"),
including pre- effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of the Preferred Securities of the Trust (including,
without limitation any Registration Statement on Form S-3 filed by the Depositor
and any pre-effective or post-effective amendments thereto), (b) any preliminary
prospectus or prospectus or supplement thereto relating to the Preferred
Securities required to be filed under the 1933 Act, and (c) if required, a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred Securities of
the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file
with the New York Stock Exchange or any other exchange (collectively, the
"Exchange") and execute on behalf of the Trust a listing application 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 the Exchange; (iii) 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 as shall be
necessary or desirable to register the Preferred Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable; (iv) to execute, deliver and perform on
behalf of the Trust, an underwriting agreement with the Depositor and the
underwriter or underwriters of the Preferred Securities of the Trust; (v) to
execute, deliver and perform a depository agreement with the initial clearing
agency, relating to the Preferred Securities; and (vi) to apply for and obtain a
tax identification number for the Trust.
In the event that any filing referred to in this Section 4 is
required by the rules and regulations of the Commission or state securities or
Blue Sky laws to be executed on behalf of the Trust by the Trustee, the Trustee,
in its capacity as trustee of the Trust, is hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Chase Manhattan Bank USA, National
Association, in its capacity as trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission or state
securities or Blue Sky laws. In connection with all of the foregoing, the
Depositor hereby constitutes and appoints each of Xxxxxx X. Xxxxxx and Xxxxxx X.
Xxxxxx as its true and lawful attorney-in-fact and agent, with full power of
substitution and resubsititution for the Depositor or in the Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including all pre-effective and post-effective amendments) to the 1933 Act
Registration Statement and any 1934 Act Registration Statement and to file the
same, with all exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attornies-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor might or could do in person, hereby
ratifying and confirming all that said attornies-in-fact and agents or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
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. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Depositor.
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7. This Declaration shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this
Declaration to be duly executed as of the day and year first above written.
CITIZENS COMMUNICATIONS COMPANY,
as Depositor
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President,
Chief Accounting Officer
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as trustee of the Trust
By: /s/ Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxx Xxxxx
Title: Assistant Vice President
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