EXHIBIT (a)(1)
DECLARATION OF TRUST OF ELMS TRUST
Declaration of Trust, dated as of February 6, 1997,
between Xxxxx X. Xxxxxxx, as sponsor (the "Sponsor") , and
Xxxxxx X. Xxxxxx, as trustee (the "Trustee"). The Sponsor and
the Trustee hereby agree as follows:
1. The trust created hereby shall be known as "ELMS
Trust," in which name the Trustee, 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 Trustee the sum of $1. The Trustee hereby
acknowledges receipt of such amount in trust from the Sponsor,
which amount shall constitute the initial trust estate. The
Trustee hereby declares that it will hold the trust estate in
trust for the Sponsor. 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. Section
3801 et seq. 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 the form attached hereto or in
such form as the Trustee may approve.
3. The Sponsor and the Trustee 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. Prior to the execution and delivery of
such amended and restated Declaration of Trust, 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.
4. This Declaration of Trust may be executed in one
or more counterparts.
5. The Trustee may resign upon thirty days prior
notice to the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the date first
above written.
SPONSOR
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
as Sponsor
TRUSTEE
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
as Trustee
