Exhibit 10.43
SUPPLEMENT NO. 1 TO GRANTOR TRUST AGREEMENT
THIS SUPPLEMENT TO GRANTOR TRUST AGREEMENT (this "Supplement") is made and
entered into as of the 16th day of July, 1996, by USTRAILS INC., a Nevada
corporation (the "Company"), in favor of UNION BANK OF CALIFORNIA, N. A., the
successor to The Bank of California, N. A., as trustee (the "Trustee"), and the
persons named from time to time as beneficiaries under the Grantor Trust
Agreement, dated as of September 30, 1991 (the "Trust Agreement"), with the
Trustee.
RECITALS
A. Thousand Trails, Inc., a Washington corporation (the "Predecessor
Corporation"), entered into the Trust Agreement to provide, among other things,
for the funding of its indemnification obligations (the "Subject Obligations")
to its directors and certain of its officers under indemnification agreements,
its constituent instruments and law applicable to the Predecessor Corporation.
B. The Company is the successor by merger (the "Merger") to the
Predecessor Corporation, which Merger became effective as of July 16, 1996.
C. As a result of the Merger, the Company has succeeded to the Subject
Obligations as well as the obligations of the Predecessor Corporation under the
Trust Agreement.
D. From and after the effectiveness of the Merger, the Subject Obligations
will include the Company's indemnification obligations to its directors and
certain of its officers under indemnification agreements, its constituent
instruments and law applicable to the Company (the "Successor Obligations;" the
Subject Obligations and the Successor Obligations being herein collectively
called the "Obligations").
E. The Company desires to confirm the application of the Trust Agreement
to the Subject Obligations and the Successor Obligations, consistent with
Section 92A.250 of the Nevada Corporation Law.
NOW, THEREFORE, the Company, intending to be legally bound, hereby agrees
as follows:
1. The Company, as successor to the Predecessor Corporation, hereby agrees
to all of the terms and conditions of the Trust Agreement, as supplemented
hereby.
2. From and after the date hereof, the term "Indemnification Obligations"
(as defined in the Trust Agreement) shall include the Obligations and, to the
extent the law of Nevada may be applicable to the Obligations, such law shall
govern the obligations of the Company under the Trust Agreement as supplemented
hereby.
3. Nothing in this Supplement is intended to, or shall adversely affect
the rights of the Beneficiaries under the Trust Agreement in respect of the
Subject Obligations or the application of the law of Washington thereto in
respect of acts or omissions prior to the effectiveness of the Merger.
IN WITNESS WHEREOF, this Supplement has been executed and delivered as of
the date first above written.
USTRAILS INC.
By: /s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President
