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DECLARATION OF TRUST
OF
WESTERN ATLAS CAPITAL TRUST I
THIS DECLARATION OF TRUST, dated as of March 9, 1998 (this "Declaration of
Trust"), by and among Western Atlas Inc., a Delaware corporation, as depositor
(the "Depositor"), Chase Manhattan Bank Delaware, as trustee (the "Delaware
Trustee"), and Xxxxx X. Xxxxxxx, as trustee (the "Administrative Trustee") (the
Delaware Trustee and the Administrative Trustee being hereinafter jointly
referred to as the "Trustees"). The Depositor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as Western Atlas Capital
Trust I (the "Trust"), in which name the Trustees or the Depositor, to the
extent provided herein, may conduct the business of the Trust, make and
execute contracts and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trust the sum of $10. 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. (the
"Business Trust Act"), and that this document constitutes the governing
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 accordance with the provisions of the Business Trust
Act in such form as the Trustees may approve.
3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form to be included as an exhibit to the 1933 Act
Registration Statement referred to below, or in such other form as the
parties thereto may approve, to provide for the contemplated operation of
the Trust created hereby and the issuance of the preferred securities and
common securities of the Trust to be 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
license, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed
proper as are necessary to effect the transactions contemplated herein.
4. The Depositor, as depositor of the Trust, is hereby authorized (i)
to file with the Securities and Exchange Commission (the "Commission") and
to execute, in the case of the 1933 Act Registration Statement and the 1934
Act Registration Statement referred to below, on behalf of the Trust, (a) a
Registration Statement relating to the registration under the Securities
Act of 1933, as amended (the "1933 Act"), of the preferred or common
securities of the Trust and certain other securities of the Trust, and any
Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462 promulgated under the 1933 Act (collectively,
the "1933 Act Registration Statement"), including all pre-effective and
post-effective amendments to the 1933 Act Registration Statement, (b) any
preliminary prospectus or prospectus or supplement thereto relating to the
preferred or common securities of the Trust required to be filed pursuant
to the 1933 Act, and (c) 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 or common securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange or other 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 or common securities of the Trust to be listed on the
New York Stock Exchange or such other 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 the
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Depositor, on behalf of the Trust, may deem necessary or desirable to
register the preferred or common securities of the Trust under the
securities or "Blue Sky" laws of any applicable jurisdiction; (iv) to
execute, deliver and perform on behalf of the Trust such underwriting or
purchase agreements with one or more underwriters, purchasers or agents
relating to the offering of the preferred or common securities of the Trust
as the Depositor, on behalf of the Trust, may deem necessary or desirable;
and (v) to execute on behalf of the Trust any and all documents, papers and
instruments as may be desirable in connection with any of the foregoing. If
any filing referred to in clauses (i), (ii) and (iii) above is required by
law or by the rules and regulations of the Commission, the New York Stock
Exchange or other exchange, or state securities or "Blue Sky" laws or any
applicable governmental agency, self-regulatory organization or other
person or organization to be executed on behalf of the Trust by a Trustee,
the Depositor and any Trustee of the Trust appointed pursuant to Section 6
hereof, in its capacity as Trustee of the Trust, are hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing. In connection with all of the foregoing, the
Trustees, solely in their capacities as trustees of the Trust, and the
Depositor hereby constitute and appoint Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx
and Xxxxxxx X. Xxxxxxxxx (each of whom may act alone without the joinder of
the others), as his, her or its, as the case may be, true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution for him, her or it or in his, her or its name, place and
stead, in any and all capacities, to sign on his, her or its behalf (i) the
1933 Act Registration Statement and any and all amendments thereto
(including all pre-effective and post-effective amendments) and (ii) the
1934 Act Registration Statement and any and all amendments thereto
(including all pre-effective and post-effective amendments), and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attorneys-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 he, she or it might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or his or her respective substitute or substitutes, shall do or cause to be
done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The Trustees shall initially be the only trustees of the Trust.
Thereafter, the Depositor may increase or decrease (but not below one) the
number of trustees of the Trust by executing a written instrument fixing
such number, provided, however, that so long as it is required by the
Business Trust Act, one Trustee of the Trust shall be either a natural
person who is a resident of the State of Delaware or an entity other than a
natural person that has its principal place of business in the State of
Delaware and that, in either case, otherwise meets the requirements of
applicable Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee of the Trust at any
time. The Trustees may resign upon thirty days' prior notice to the
Depositor.
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 principles).
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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.
WESTERN ATLAS INC., as Depositor
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity but
solely as Delaware Trustee
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx,
not in his individual capacity but
solely as Administrative Trustee
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