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Exhibit 4.7
TRUST AGREEMENT (herein called this "Agreement"), dated
as of October 30, 1979, among shareholders of CORPORATE
PROPERTY INVESTORS, a Massachusetts business trust ("CPI"),
whose executions appear at the foot hereof (herein called the
"Shareholders"), CORPORATE REALTY CONSULTANTS, INC., a
Delaware corporation ("CRC"), and FIRST JERSEY NATIONAL BANK,
as Trustee (herein called the "Trustee").
WHEREAS, the Shareholders hold outstanding shares of common stock,
no par value (the "Shares"), of CRC and outstanding(shares of beneficial
interest, par value $1 per share ("CPI Shares"), of CPI, whether Series A
(Voting) Shares or Series B (Nonvoting) Shares of CPI; and
WHEREAS the Shareholders desire to create hereunder a trust, to be
known as the "CRC Trust", the corpus of which is to consist of the Shares now
held by the Shareholders and any shares of stock of CRC received by the Trustee
with respect thereto and is to be held for the proportionate benefit of, or
distributed proportionately to the registered holders from time to time (herein
called the "Grantors") of CPI Shares who shall, respectively, be (i) a
Shareholder, or a transferee of the CPI Shares now held by a Shareholder who
deposits all his Shares hereunder in accordance with Section 1.1 hereof or a
transferee of the
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CPI Shares now held by First Jersey National Bank as Escrow Agent under an
Escrow Agreement dated as of February 29, 1973, (ii) a holder of CPI Shares the
issuance of which hereafter was, pursuant to Section 2.3 hereof, accompanied by
the transfer by CPI to the Trustee of a portion of the consideration received by
CPI therefor, or a transferee of any such CPI Shares, (iii) a holder of CPI
Shares (the "Conversion Shares") heretofore or hereafter issued upon the
conversion of CPI's presently outstanding 7-1/2% Convertible Subordinated
Debentures Due 1981, or a transferee of any Conversion Shares, or (iv) a holder
of CPI Shares (the "Option Shares") heretofore issued upon the exercise of
options of CPI or hereafter issued upon the exercise of options of CPI
outstanding at the date hereof, or a transferee of any Option Shares; and
WHEREAS the Trustee is willing to accept the trust property
hereinafter described and to hold and dispose of it upon the trusts herein set
forth;
NOW, THEREFORE, the parties hereto are agreed as follows:
ARTICLE I
Transfers of Shares to Trustee and Holding
of Beneficial Interest Therein
1.1. Transfer. (a) The Shareholders will, promptly after the date of
execution hereof, cause to be delivered to the Trustee certificates, duly
endorsed for
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transfer to the nominee of the Trustee and with proper transfer tax stamps
affixed thereto if any such stamps are required.
(b) The Grantors may from time to time cause to be delivered to the
Trustee certificates, duly endorsed for transfer to the nominee of the Trustee
and with proper transfer tax stamps affixed thereto if any such stamps are
required, representing additional shares of stock of any class of CRC.
1.2. Beneficial Interest in Shares and Distributions with Respect
Thereto. (a) The Trustee agrees that (i) all shares of stock of CRC transferred
to the nominee Trustee as described in Section 1.1 hereof, (ii) all shares of
stock of any class of CRC received by the Trustee as a stock dividend or other
distribution on, or as a result of a split-up of, shares of stock of CRC held by
the Trustee or received in exchange for such shares as a result of a merger,
consolidation, recapitalization or reclassification of CRC or otherwise and
(iii) all shares of stock of any class of CRC received by the Trustee upon its
purchase thereof pursuant to Section 2.3 hereof or upon its exercise, pursuant
to Section 2.4 hereof, of warrants or rights to subscribe to or purchase such
shares, will be held by it as Trustee hereunder for the benefit of the Grantors
in proportion to the respective numbers of CPI Shares held by them, and, subject
to Section 5.4, will not be sold or
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otherwise disposed of during the term of the CRC Trust. The Trustee further
agrees that, subject to Section 5.1 hereof, all cash dividends and other assets
received by the Trustee with respect to any of the foregoing (including all
assets received pursuant to Section 3.5 hereof and all property other than cash
or securities, all debt obligations, all shares of stock and all warrants or
rights to purchase stock or other securities which the Trustee shall receive)
exclusive of shares of stock, and warrants and rights to purchase shares of
stock, of CRC, will be distributed currently by the Trustee to the Grantors in
proportion to the respective numbers of CPI Shares held by them.
1.3 Holding Trust Assets. All Shares and other assets held in the
CRC Trust may be held of record in the name of the Trustee's nominee.
ARTICLE III
Transfer of Beneficial Interest, Issuance
of Additional CPI Shares and Warrants and
Rights Offering by CRC
2.1. List. The Trustee shall maintain a list in alphabetical order
of the names and addresses of the Grantors and the number and series of CPI
Shares held by each Grantor, all as certified to the Trustee by CPI or its agent
for the transfer of CPI Shares. Upon written request from CPI or CRC, the
Trustee shall furnish a certified copy of such list as of the date specified in
such request to CPI
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or CRC or to their respective authorized representatives or successors in
interest.
2.2. Transfer. The beneficial interest of the Grantors in the shares
of stock of CRC held in the CRC Trust shall not be transferable separately but
only by and as part of a transfer of CPI Shares, and every sale or transfer by
any Grantor of all or part of his CPI Shares shall include all or a
proportionate part of his undivided beneficial interest in the shares of stock
of CRC or in any other assets in the CRC trust then held by the Trustee. The
sale of transfer of such an undivided beneficial interest shall be evidenced by
the transfer of a certificate representing CPI Shares.
2.3. Issuance of Additional CPI Shares. It is anticipated that, if
CPI shall issue any additional CPI Shares (other than Conversion Shares or
Option Shares) after the date hereof, (a) CPI will (i) receive therefor an
amount equal to the aggregate fair value (as determined by the Trustees of CPI)
of such CPI Shares and of the number of the Shares of CRC which will represent
the beneficial interests in the CRC Trust to be acquired by the purchasers of
such CPI Shares as herein provided and (ii) transfer to the Trustee the portion
of the consideration received by CPI for such CPI Shares which represents the
value of such beneficial interests in the CRC Trust, and (b) in that event, CRC
will simultaneously offer to sell additional
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Shares of CRC proportionately to its shareholders at a price equal to the value
of CRC's Shares determined as aforesaid and in such aggregate number that the
Trustee will be entitled to subscribe to the number of such Shares determined as
aforesaid. The Trustee will apply the consideration transferred to it by CPI as
aforesaid to the purchase of Shares of CRC pursuant to its aforesaid offer. The
Trustee will be advised of any action taken by CPI as described in this Section
and may properly rely on such advice.
2.4. Warrants and Rights for Stock of CRC. Upon the receipt by the
Trustee from CRC of warrants or rights to subscribe to or purchase shares of
stock of any class of CRC, the Trustee shall inform the Grantors thereof and
advise the Grantors that if they desire and provide the Trustee with their
respective portions (proportionately to the respective numbers of CPI Shares
held by them) of the consideration required for the exercise in full of all such
warrants or rights, the Trustee will exercise the same. The Trustee will
exercise such warrants or rights upon its receipt of the total consideration
required of the exercise of all such warrants or rights, but in the event the
Trustee does not receive the total consideration for the exercise of all such
warrants or rights it shall permit all such warrants or rights to lapse and
shall refund the consideration which it did receive.
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ARTICLE III
Dividends and Distributions
3.1. Definition of "Additional Assets". Any cash, any property other
than cash or securities, any debt obligations, any shares of stock and any
warrants or rights to subscribe to or purchase securities (hereinafter
collectively called "Additional Assets") which the Trustee shall receive as a
dividend or other distribution on shares of stock of CRC held by the Trustee, or
as a result of a split-up of such shares or in exchange for such shares pursuant
to a merger, consolidation, recapitalization or reclassification or CRC or
otherwise, or upon the dissolution, liquidation or bankruptcy of CRC, shall be
dealt with by the Trustee as provided in Sections 2.4, 3.2, 3.3, 3.4 and 3.5
hereof.
3.2. Trustee to Distribute Additional Assets Other Than Stock of CRC
or Warrants or Rights for Stock of CRC. Additional Assets (including (i)
property other than cash or securities, (ii) debt obligations of CRC and
warrants or rights to purchase securities of CRC other than shares of its stock,
and (iii) debt obligations of, shares of stock of, and warrants or rights to
purchase stock or other securities of, any corporation other than CRC) other
than shares of stock of any class of CRC and warrants or rights to purchase
shares of stock of any class of CRC which
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the Trustee shall receive shall be distributed by the Trustee to the Grantors on
the record date fixed by CRC for purposes of the payment or delivery of such
Additional Assets to its stockholders, in proportion to the respective numbers
of CPI Shares held by such Grantors. The Trustee may direct that any such
Additional Assets be paid or distributed by CRC or by its dividend paying or
distribution or exchange agent directly to the Grantors and, upon acceptance of
such direction by CRC or such agent, such direction shall relieve the Trustee
from all further responsibility with respect thereto.
3.3. Trustee to Retain Stock of CRC and Warrants or Rights for Stock
of CRC. Additional Assets consisting of shares of stock of any class of CRC or
warrants or rights to purchase shares of stock of any class or CRC which the
Trustee shall receive shall be added to the corpus of the CRC Trust and held by
the Trustee, subject to all the terms and provisions of this Agreement, for the
benefit of the Grantors.
3.4. Handling of Rights and Warrants. Additional Assets received by
the Trustee consisting of warrants or rights to subscribe to or purchase any
securities of CRC other than shares of its stock or to subscribe to or purchase
any securities of any corporation other than CRC shall be distributed by the
Trustee in the manner described in Section 3.2 hereof. The Trustee shall not
sell or
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distribute any warrants or rights to subscribe to or purchase additional shares
of stock of any class of CRC and shall exercise such rights or warrants if but
only if the Grantors shall provide the Trustee funds appropriate for such
exercise pursuant to Section 2.4 hereof. Any shares of stock of CRC acquired by
the Trustee upon such exercise shall be added to the corpus of the CRC Trust and
held by the Trustee, subject to all the terms and provisions of this Agreement,
for the benefit of the Grantors.
3.5. Responsibility of Trustee of Dissolution, Liquidation and
Bankruptcy of CRC. In the event that CRC should be dissolved or completely
liquidated or be adjudged a bankrupt or institute proceedings to be adjudged a
bankrupt or take advantage of any bankruptcy or insolvency laws or if a receiver
is appointed for CRC or its property, the Trustee shall not be charged with any
responsibility with respect to the dissolution, liquidation, bankruptcy,
insolvency, receivership or other proceedings except (i) to mail to the Grantors
a copy of any notice the Trustee may receive of the institution of any such
proceedings; and (ii) to pay and distribute moneys and other property received
by the Trustee to the Grantors, as of the date of receipt by the Trustee, in
proportion to their respective beneficial interests in the CRC Trust, against
the submission to the Trustee of their certificates for CPI Shares for
appropriate notation thereon of such payment and
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upon final distribution for notation thereon to the effect that the CRC Trust
has been terminated. If in connection with the final distribution made to the
Trustee the certificates evidencing stock of CRC held in trust are required to
be surrendered, the Trustee is authorized to surrender the same against the
receipt of such distribution. If such certificates are not required to be
surrendered in connection with such final distribution, the Trustee, after the
receipt thereof, shall deliver the certificates to the Grantors in accordance
with their respective interests, or as may be otherwise directed in such
dissolution, liquidation, bankruptcy, insolvency, receivership and other
proceedings.
ARTICLE IV
Voting and Proxies
4.1. Directors of CRC. The Trustee shall, to the extent of and in
accordance with instructions received by it from CPI, vote the Shares held by it
so that each director of CRC shall at all times also be a trustee of CPI.
4.2. Other Matters--Delivery of Notices and Proxies to Trustee. With
respect to each meeting of stockholders of CRC, the Trustee, as holder of all
the voting stock of CRC, will cause CRC to furnish to the Trustee copies of the
notice of and proxy and proxy statements (if any) for such meeting in sufficient
number
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and sufficiently in advance of such meeting so that the Trustee may mail the
same to each Grantor on the date fixed by CRC for determining stockholders
entitled to vote at such meeting and request instructions from each Grantor as
to how the Shares held in the CRC Trust at such date for the benefit of such
Grantor should be voted. Subject to Section 4.1 hereof, the Trustee shall file
with CRC a proxy or proxies in accordance with the instructions received from
the Grantors in respect of the Shares covered by such instructions. Subject to
Section 4.1 hereof, the Trustee shall not cast any vote in respect of the Shares
held in the CRC Trust as to which voting instructions were not given to the
Trustee by the Grantors.
4.3. Financial Information. The Trustee shall mail to the Grantors,
as shown by a list of Grantors maintained by the Trustee as provided in Section
2.1 hereof, copies of all reports, financial statements and other communications
which CRC mails to its stockholders of record.
4.4. Inspection of Records. The Trustee shall, upon request of one
or more Grantors, as shown by a list of Grantors maintained by the Trustee as
provided in Section 2.1 hereof, exercise for their benefit such rights to
inspect and make copies of all corporate records of CRC as such Grantors would
have if they were holders of record of the Shares held in the CRC Trust for
their benefit.
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ARTICLE V
Concerning the Trustee
5.1. Duties and Responsibilities. The Trustee shall be obligated to
perform and be liable for only such acts as are specifically provided for
herein. The Trustee shall have no responsibility with respect to the voting of
stock held in the CRC Trust, except as provided in Article IV hereof, or with
respect to the operation or carrying on of the business of CRC. The Trustee
shall not be liable for any error of judgment made in good faith by an
authorized officer of the Trustee.
5.2. Certain Rights of Trustee. The Trustee may rely, and shall be
protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, consent, order or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties. The Trustee may consult with counsel of its own choosing and any
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by it in good faith and in accordance
with such opinion.
5.3. Recitals. The recitals contained herein and any recital or
provision contained in certificates representing CPI Shares shall be taken as
the statements of
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CPI or CRC, and the Trustee assumes no responsibility for the correctness of the
same.
5.4. Compensation, Indemnification and Lien of Trustee. CRC agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to
receive, reasonable compensation. CRC also agrees to pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance herewith, including reasonable
compensation and the expenses and disbursements of its counsel or agents, except
any such expense, disbursement or advance arising from the Trustee's negligence
or bad faith. CRC agrees to indemnify the Trustee for and to hold itharmless
against any loss, liability, tax or expense incurred without wilful misconduct,
negligence or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of the CRC Trust or this
Agreement, including the costs and expenses of defending itself against any
claim or liability in the premises. The Trustee shall have the right to pay or
reimburse itself for all such compensation, expenses, disbursements, advances,
losses, liabilities, taxes, expenses and costs, out of any or all cash dividends
and all other assets received by the Trustee pursuant to Section 1.2 hereof. The
Trustee shall have a lien prior to that of the Grantors upon all the corpus of
the CRC Trust to secure such
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payment or reimbursement, and if CRC fails to make any such payment or
reimbursement after a reasonable lapse of time after being requested to do so
the Trustee shall have the right to make such payment or reimbursement to itself
out of any or all of such corpus and to sell at public or private sale without
notice any or all trust assets to the extent necessary to make such payment or
reimbursement.
5.5. Merger or Consolidation of Trustee. In the extent that the
Trustee shall merge into or consolidate with another bank or trust company, the
surviving corporation shall act as the Trustee hereunder without further action
of the parties hereto.
5.6. Resignation and Removal, Appointment of Successor Trustee.
(a) The Trustee may at any time resign by giving written notice of
resignation to CRC and all Grantors. Upon receiving such notice of
resignation Grantors shall, by the vote, at a meeting or by proxy, of
Grantors holding a majority of the outstanding CPI Shares held by
Grantors, promptly appoint a successor trustee by written instrument, in
triplicate, one copy of which instrument shall be delivered to the
Trustee, one copy to the successor trustee and one copy to CRC. If no
successor trustee shall have been so appointed and have accepted
appointment within thirty days after the giving of such notice of
resignation, the resigning
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Trustee or any Grantor may petition any court of competent jurisdiction
for the appointment of a successor trustee.
(b) In case at any time the Trustee shall fail to comply with the
provisions of this Agreement or if the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent, or if a receiver of
the Trustee or its property shall be appointed, or if any public officer
shall take charge or control of the Trustee or its property or affairs,
then and in any such case the Grantors may by the vote, at a meeting or by
proxy, of Grantors holding a majority of the outstanding CPI Shares held
by the Grantors remove the Trustee and appoint a successor trustee by
written instrument, in triplicate, one copy of which instrument shall be
delivered to the Trustee so removed, one copy to the successor trustee and
one copy to CRC.
(c) The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of the United
States of America or of the State of New Jersey or the State of New York
having its principal office and place of business in Jersey City, New
Jersey, or New York, New York, and having capital and surplus of at least
$5,000,000 and which is authorized to exercise corporate trust powers.
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(d) Any resignation or removal of the Trustee and appointment of a
successor trustee shall become effective upon the acceptance in writing of
the appointment by the successor trustee and the agreement by such
successor trustee to the terms and provisions of this Agreement.
(e) Upon the appointment and acceptance of a successor trustee, the
Trustee shall promptly assign and transfer to such successor trustee,
subject to the provisions of Section 5.4 hereof, all shares of stock and
other assets held in the CRC Trust and shall deliver to such successor
trustee a certified list of all the Grantors together with any other
assets or property held in the CRC Trust.
ARTICLE VI
Duration of CRC Trust
6.1. Duration of Trust. The CRC Trust shall continue until the
expiration of twenty (20) years after the death of the last survivor of the
following persons (provided, however, that as to any part of the trust estate
located in any jurisdiction in which such duration is not permitted, the CRC
Trust created hereby shall terminate on the latest date permitted by the law of
such jurisdiction, using Xxxxxxxx Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Xxxx X.
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Xxxxxx, the Initial Trustees of CPI, and the following persons as measuring
lives if so permitted):
Date of
Name Birth Address
---- ----- -------
Xxxxxxxx X. Xxxxx July 7, 1955 )
Xxxxxxx X. Xxxxx June 28, 1956 ) 00 Xxxx 00xx Xxxxxx
Disque X. Xxxxx, Xx. Sept. 23, 1959) New York, N.Y.
Xxxxxx X. Xxxxx Sept. 24, 1962)
Xxxx X. Xxxxxx, III May 19, 1955 )
Xxxxxx Xxxxxx Xxxxxx Xxxx 8, 1957 ) 00 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx Xxxxxx Dec. 5, 1959 ) Bronxville, N.Y.
Xxxxx Xxxxxxx Xxxxxx July 13, 1962 )
Xxxxxxxxx Xxxxxxxx Xxxxxx Dec. 5, 1964 )
Xxxxxxx Xxxxxx Xxxxxx July 23, 1968 )
Xxxxxxx X. X'Xxxxxx May 27, 1969 ) 000 Xxxxxxxxx Xxxx
Xxxxxxxxxxx X. X'Xxxxxx May 8, 1970 ) Bronxville, N.Y.
6.2. Termination. The CRC Trust shall terminate prior thereto (i)
upon the termination of CPI or (ii) upon notification to the Trustee of the vote
to that effect, at a meeting or by proxy, of Grantors holding two-thirds of the
outstanding CPI Shares held by Grantors. As used in this Section 6.2,
termination of CPI shall mean the termination of CPI otherwise than in a
transaction contemplated by Sections 7.1 or 7.2 hereof.
6.3. Effect of Termination of Trust. Upon the termination of the CRC
Trust, all assets then held in the CRC Trust by the Trustee shall be transferred
and assigned by the Trustee to the Grantors in proportion to their beneficial
interests herein.
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ARTICLE VII
CPI Shares
7.1. Conversion of CPI into Corporation. If the trust creating CPI
shall be converted into a corporation, the term "CPI Shares" shall be deemed to
refer to the shares of common stock of such corporation, regardless of class or
series.
7.2. Merger, Consolidation or Exchange of CPI Shares. If (i) CPI
shall merge or consolidate with or into, or sell all or substantially all of its
assets to, any other business entity ("CPI Transaction") and (ii) all CPI Shares
are canceled or deemed canceled as a result of the CPI Transaction and (iii) CPI
(and/or its shareholders) shall receive shares of common stock of such entity or
an entity affiliated therewith as a result of the CPI Transaction, the term "CPI
Shares" shall be deemed to refer to such shares of common stock, regardless of
class or series.
7.3. Reclassification of CPI Shares. If any CPI Shares are
reclassified, the term "CPI Shares" as used in this Agreement shall be deemed to
refer to the common shares of CPI, after such reclassification, regardless of
class or series.
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7.4. CPI. The term "CPI" as used in this Agreement shall be deemed
to refer to any issuer from time to time of CPI Shares.
7.5. Substituted CPI Issuer or Shares. If other shares of CPI or of
any corporation shall be deemed pursuant to this ARTICLE VII to be CPI Shares,
appropriate descriptions of such shares (and of any other shares which shall
subsequently be deemed to be CPI Shares) and of the certificates representing
them shall be deemed to be substituted for references to CPI Shares and to
certificates representing CPI Shares wherever used in this Agreement and the
name of any such other corporation shall be deemed substituted for or added to
"CPI".
ARTICLE VIII
Miscellaneous Provisions
8.1. Amendments. This Agreement may be amended by the affirmative
vote or written consent of Grantors holding at least two-thirds of the
outstanding CPI Shares held by Grantors; provided, however, that no amendment
shall (i) change the proportionate beneficial interests of the Grantors in the
CRC Trust without the affirmative vote or written consent of all such Grantors;
or (ii) make any provision not uniformly applicable to all stock of CRC
theretofore or thereafter deposited in the CRC Trust, regardless of the time of
deposit or (iii) require or
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authorize the Trustee to engage in any business; or (iv) change the termination
provisions in ARTICLE VI hereof. In the event that any such amendment, in the
opinion of the Trustee, adversely affects its obligations, rights or
responsibilities, such amendment shall not become effective until thirty days
after a copy thereof has been delivered to the Trustee or until such time as a
resignation of the Trustee, written notice of which shall have been given after
such copy of such amendment shall have been so delivered to the Trustee, shall
take place under Section 5.6(a) hereof, whichever is later, unless prior thereto
the Trustee consents to such amendment.
8.2. Communications. Any notice or communication by the Grantors or
CRC to the Trustee will be deemed to have been sufficiently given or made for
all purposes if it is given or made in writing addressed to the Trustee at its
principal office, attention of Corporate Trust Division. Any notice or
communication by the Trustee to any Grantor will be deemed to have sufficiently
given or made for all purposes if it is given or made in writing addressed to
the Grantor at the address shown on the books of CPI. Any notice or
communication by the Trustee to CRC will be deemed to have been sufficiently
given or made for all purposes if it is given or made in writing addressed to
CRC at its office at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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8.3. Definition of "Trustee". Wherever used in this Agreement the
term "Trustee" shall refer to the Trustee herein named and to any successor
trustee appointed as herein provided which accepts the office as Trustee.
8.4. Execution and Governing Law. This Agreement is executed and
acknowledged with reference to the statutes and laws of the State of New York
and the rights of all parties and the construction and effect of every provision
hereof shall be subject to and construed according to the statutes and laws of
said State.
8.5. Securities Laws. If any Grantor has made or hereafter makes any
representation or warranty that he has acquired any CPI Shares for investment
and not with a view to the sale or distribution thereof or has agreed or
hereafter agrees that he will not effect any transfer of any CPI Shares or any
interest therein or right to purchase same except upon satisfying certain
conditions designed to ensure compliance with the securities laws, such
representation, warranty or agreement shall apply to his beneficial interest in
the CRC Trust and to any securities received by him from the Trustee pursuant
hereto to the same extent as such representation, warranty or agreement applies
to his CPI Shares (or would apply to his CPI Shares but for CPI's termination as
contemplated in Section 6.2 hereof), except that any references therein
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to CPI shall be deemed to mean CRC. Upon any registration of CPI Shares under
the Securities Act of 1933 or the securities laws of any state, the Trustee
shall cause CRC at its expense to cause such of its securities held by the CRC
Trust which correspond to the CPI Shares being registered to be registered
thereunder, to the extent CPI deems appropriate in connection therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
EACH OF THE SHAREHOLDERS NAMED ON
EXHIBIT A HERETO,
by
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Attorney-in-Fact
CORPORATE REALTY CONSULTANTS,
INC.,
Attest:
by
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Secretary President
FIRST JERSEY NATIONAL BANK,
Attest:
by
------------------------ -----------------------------
Assistant Secretary