Liquidating Trust Agreement
This Liquidating Trust Agreement, hereinafter called the Trust Agreement, is made as of
__________________ (date) by and between _____________________________ (Name of
Liquidating Corporation) , a Corporation organized and existing under the laws of the state of
_________________, with its principal office located at ________________________________
_____________________________________ (street address, city, county, state, zip code) ,
referred to herein Corporation , and _________________ (Name of Trustee) , a Corporation
organized and existing under the laws of the state of ______________, with its principal office
located at ____________________________________________________________________
__________ (street address, city, county, state, zip code) , referred to herein as Trustee and
not in its individual capacity (except as expressly stated otherwise).
Whereas, at the annual meeting of the Stockholders to be held on ______________
(date) , the Stockholders of Corporation (collectively, the Stockholders ) will be asked to approve
the contribution by Corporation for their benefit of all of the outstanding capital stock of
Corporation to a grantor liquidating trust and to approve the form of this Trust Agreement, the
Trust to be hereby created, in each case by a majority vote of the Stockholders at said annual
meeting ( Stockholder Approval );
Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Transfer to Trustee
A. Effective upon receipt of Stockholder Approval , Corporation , on behalf of the
Stockholders , will transfer and assign to the Trustee, and the Trustee will accept, the
Stockholders ’ entire right, title and interest in and to all of the Common Stock (the Stock) of the
Corporation and all proceeds and income in respect thereof, hereinafter called the Trust
Property, such transfer, assignment and acceptance to be deemed to have occurred without
any further act or deed of the parties hereto immediately upon certification by Corporation to
Trustee of Stockholder Approval and delivery to the Trustee of a certificate or certificates,
properly endorsed, representing the Stock.
B. It is the intention of the parties that the Trustee shall acquire title to the Stock so
that the liquidation of the Stock shall be completed on or before ________________ (date) .
Although Corporation is transferring the Stock directly to the Trustee, such transfer will be
effected at the direction of the Stockholders and on their behalf, as evidenced by the
Stockholder Approval , and the parties intend that, for all purposes, including Federal income tax
purposes, such transfer is to be considered in substance a transfer from Corporation to the
Record Stockholders (as hereinafter defined) and from them to the Trustee. The Stock will be
transferred and assigned to the Trustee and the Trustee shall hold, sell and/or distribute the
Stock, in trust for the sole benefit of the Beneficiaries (as hereinafter defined), on the terms and
conditions herein set forth.
2. Beneficiaries
A. Corporation will cause its transfer agent to submit to the Trustee a certified copy
of the list (the List ) of Stockholders as of the close of business on ________________ (date)
(the Record Date ) which will be the date used to determine the Stockholders entitled to become
Beneficiaries (collectively, the Record Stockholders ). The Record Stockholders shall be the
initial Beneficiaries with the same beneficial interest ( Beneficial Interest ) in the Trust as shown
on the List. For this purpose, the term Beneficial Interest shall mean, for each Beneficiary, the
percentage determined by dividing the number of shares of Stock of Corporation held by the
Beneficiary on the Record Date (as shown on the List ) by the total number of shares of Stock
(as shown on the List ) outstanding on such Record Date. For ease of administration, the
Trustee shall express the Beneficial Interest of each Stockholder in terms of units. Each
distribution by the Trustee to the Beneficiaries shall be made to the Record Stockholders , or
their legal representatives or successors in interest authorized by this Section 2 (together with
the Record Stockholders , the “ Beneficiaries ”), pro rata according to their Beneficial Interest in
the Trust.
B. The Trustee shall maintain at its place of business a record of the names of each
Beneficiary and his Beneficial Interest in the Trust.
C. No certificates representing units of Beneficial Interests shall be issued. The
Beneficial Interest of a Beneficiary in the Trust may not be transferred in any manner
whatsoever (including, without limitation, by sale, exchange, gift, pledge or creation of a security
interest) except (a) by bequest or inheritance in the case of an individual Stockholder or (b) by
operation of law. The death of any Beneficiary shall not entitle his transferee to an account or
valuation for any purpose, but such transferee shall succeed to all rights of the deceased
Beneficiary under this Trust Agreement upon proper proof of title satisfactory to the Trustee.
D. A Missing Beneficiary shall be defined as a Stockholder (a) who, on the Record
Date, has failed to give Corporation an effective address or (b) who is described in the next
succeeding sentence. If a notice or distribution is mailed by the Trustee to a Beneficiary and
either the notice is returned by the United States Postal Service to the Trustee as undeliverable
or any check or draft included in such notice is not cashed within a reasonable period of time or
any receipt requested for the delivery of property is not given, then in any such case such
Beneficiary shall thereafter be a Missing Beneficiary.
E. The Beneficiaries shall own pro rata the Beneficial Interests and shall be entitled
to participate pro rata in the rights and benefits of the Beneficiaries under this Trust Agreement.
Each Beneficiary holds the same subject to all the terms and provisions of this Trust Agreement,
which shall be binding upon and inure to the benefit of the successors, legatees, heirs and
personal representatives of the Beneficiary . The Beneficial Interests shall be held and construed
to be in all respects intangible personal property, and upon the death, insolvency or incapacity
of an individual Beneficiary , his interest shall pass to his legal representative as intangible
personal property, and such death, incapacity or insolvency shall in no way terminate or affect
this Trust Agreement. The sole interest of each Beneficiary shall be his Beneficial Interest and
the obligation of the Trustee to hold, manage and dispose of the Trust Property and to account
for the same as in this Trust Agreement provided. No Beneficiary shall have the right to call for
or demand or secure any partition during the continuance of the Trust.
3. Name, Purpose, Limitations and Distribution to Beneficiaries
A. The name of the Trust shall be _____________________ (Name) Liquidation
Trust. This Trust is established for the sole purpose of holding the Stock transferred to it by
Corporation on behalf of the Beneficiaries , enforcing the rights of the Beneficiaries thereto,
collecting the income, if any, therein, disposing of the Stock to another party (or parties acting
together as a Group (a Group ) for the benefit of the Beneficiaries , if appropriate as hereinafter
set forth, distributing the Trust Property to the Beneficiaries , and, subject to Sections 4 and 5
hereof, taking such other action as is necessary to conserve and protect the Trust Property and
to provide for the orderly disposition of any and all of the Stock after payment or provision for
payment of expenses and liabilities of the Trust. The Trustee shall not be required to obtain the
approval of the Beneficiaries before taking any of the foregoing actions. Under no
circumstances shall the Trust or the Trustee hereunder have any power to engage in any trade
or business, nor shall the Trustee engage in any other activity except as is necessary to the
orderly disposition of any and all of the Stock.
B. On or promptly after the date of delivery of the Stock to the Trustee, the Trustee
shall engage ___________________________ (Name of Company) , unless such firm declines
to act in such capacity (in which case the Trustee shall engage another financial advisor), to
determine whether the Beneficiaries will receive greater value from a distribution of the Stock to
the Beneficiaries or from the sale of such stock to a third party or Group in accordance with
Subsection C below. The Trustee shall exercise its best efforts to arrange for the financial
advisor to render an opinion with respect to such matters on or before ________________
(date) . The Trustee shall instruct the financial advisor to consult with the Board of Directors and
senior management of Corporation in formulating its opinion. Promptly following receipt of the
opinion of the financial advisor, in reliance thereon the Trustee shall either (i) determine to sell
the Stock to a third party or Group (a Sale Determination ) or (ii) make a Distribution
Determination pursuant to Subsection D below.
C. After making a Sale Determination, the Trustee shall exercise its best efforts to
sell the Stock prior to ______________ (date) . Any sale of the Stock to a third party or Group
shall be made only on an all-cash, all-shares, as-is where-is basis, without any representations
or warranties other than representations and warranties by the Trustee as to its own authority to
act as Trustee, and by Corporation as to corporate organization and good standing and due
authorization and enforceability.
D. In the event that (i) the financial advisor opines that the Beneficiaries will receive
greater value from a distribution of the Stock to the Beneficiaries than they would receive if the
Stock were sold to a third party or Group or (ii) the Trustee otherwise determines in its sole
discretion that a sale of the Stock to a third party or Group would not be feasible or would be
inadvisable for any reason (including without limitation reasons of timing, seller liability, terms of
sale or uncertainty of closing) or would result in insufficient proceeds being received in
exchange therefore, the Trustee shall determine to distribute the Stock to the Beneficiaries (a
Distribution Determination ). In order to facilitate an orderly distribution to Beneficiaries upon a
Distribution Determination, such Distribution Determination will be irrevocable. Following any
such determination, Corporation shall either (i) exercise its best efforts to cause the Stock to be
registered pursuant any applicable Federal and/or State securities laws, or (ii) exercise its best
efforts to have delivered to the Trustee an opinion of counsel that such registration is not
necessary. As soon as practicable following such registration or the receipt of such opinion, the
Trustee shall exercise its best efforts to distribute the Stock to the Beneficiaries .
E. The Trustee shall pay over to the Beneficiaries any cash which is received as a
result of any sale of the Trust Property. Distributions of any cash received by the Trustee shall
be made pro rata according to the Beneficiaries ’ respective Beneficial Interests in the Trust. In
connection with any distribution of the Stock, the Trustee shall pay cash.
F. Prior to any distribution of cash or of the Stock, the Trustee shall establish a
reserve for the reasonable expenses incurred or to be incurred by the Trustee to the extent not
provided for by Corporation . If there are any Missing Beneficiaries , the Trustee shall establish a
reasonable reserve for cash (if any) to be paid to Missing Beneficiaries or transfer to
Corporation shares of Stock attributable to such Missing Beneficiaries (subject to state escheat
and abandoned property laws). After such transfer, Beneficiaries shall look solely to Corporation
for any distribution hereunder.
G. The Trustee shall take such action as it in its sole discretion deems appropriate
to enforce its rights to the Trust Property so that Beneficiaries may receive the full benefit
thereof.
H. In no event shall any part of the Trust Property revert to or be distributed to
Corporation or to any other person other than a Beneficiary , except to Corporation under the
circumstances described in Section 3-F above.
4. Authority of Trustee
A. Subject to the limitations set forth in this Trust Agreement, the Trustee is
authorized to take such action as in its judgment is necessary or advisable to achieve best the
purpose of the Trust, including the authority to sell at any time in the manner set forth in Section
3 all (but not less than all) of the Trust Property (that is not cash) provided that such sale not be
unlawful and, in the event the Trustee makes a Distribution Determination, the Trustee is further
authorized to distribute all of the Trust property in kind to the Beneficiaries (subject to Section
3 ).
B. The Trustee shall not engage in any income-producing activity, except that (a) to
the extent the Trust Property at any time includes cash, the Trustee may, subject to the
provision of Section 5 hereof, keep such cash invested in interest-bearing obligations of the
United States of America or of banks or savings and loan associations, such obligations having
a maturity not in excess of three months and (b) the Trustee may continue to hold the Trust
Property and receive income attributable thereto. Any investment made pursuant to clause (a)
hereof must be held to maturity and the proceeds thereof not reinvested except in the same
kinds of investments maturing no later than _______________ (date) , unless the term of the
Trust Agreement is extended pursuant to Section 9 .
C. The Trustee is authorized to prosecute or defend, and to settle by arbitration or
otherwise, any claim of or against the Trustee, the Trust or the Trust Property, to waive or
release rights in the Trust Property of any kind and to pay or satisfy any debt, tax or claim of or
on the Trust Property, upon any evidence deemed to be sufficient by the Trustee.
D. In the administration of the Trust, the Trustee is empowered to employ or
contract for services with financial advisors, consultants, accountants, attorneys and other
Professionals and experts (which, in each case may (but need not be) the same ones currently
used by Corporation ), hereinafter called Professionals, and to employ or contract for clerical and
other administrative assistance and, unless reimbursed by Corporation pursuant to Section 5 ,
to make payments from the Trust Property of all fees for services or expenses in any manner
thus incurred.
E. Nothing in this Trust Agreement shall be deemed to grant the Trustee any
authority, and the Trustee shall have no authority, to exercise control over the management of
the business of Corporation , which authority shall remain with the board of directors and
authorized officers of Corporation , provided, that the Trustee shall have the rights of the
stockholder of record of Corporation under ________________ (Name of State) law and
provided, further, that the Trustee shall be required to act in its role as stockholder of record of
Corporation only where stockholder action is required by ________________ (Name of State)
law.
5. The Trustee
A. The Trustee shall perform such duties as are specifically set forth in this Trust
Agreement and shall have such powers as are necessary for the performance of such duties or
are reasonably implied for the administration of this Trust.
B. No provision of this Trust Agreement shall be construed to relieve the Trustee
from liability for its own grossly negligent action, its own grossly negligent failure to act or its
own fraud or willful misconduct, except that:
1. The Trustee shall be liable only for the performance of such duties and
obligations as are specifically set forth in this Trust Agreement and no implied covenants
or obligations shall be read into this Trust Agreement against the Trustee;
2. The Trustee shall not be liable for any error of judgment made in good
faith, unless the Trustee is grossly negligent;
3. The Trustee shall not be liable with respect to any action taken or omitted
to be taken in good faith upon advice of Professionals , except if the Trustee itself is
grossly negligent or engages in willful misconduct;
4. The Trustee shall not be liable with respect to any action taken or omitted
to be taken at the direction of Beneficiaries holding more than half the Beneficial
Interests ;
5. Except as expressly described in this Section 3 , the Trustee need not
take or refrain from taking any action hereunder unless it shall have been indemnified in
a manner and form satisfactory to it against any and all costs, expenses, demands,
losses and liabilities which have been or could be asserted against it;
6. The Trustee need not take any action if it shall have been advised in
writing by independent counsel that such action is contrary to law or this Trust
Agreement (as same may be from time to time amended) or is likely to result in liability
to the Trustee in its individual capacity;
7. No provision of this Trust Agreement shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, unless it has been
furnished with indemnity in form and substance satisfactory to the Trustee.
C. Except as otherwise provided in Section 5 :
1. The Trustee may rely, and shall be protected in acting or in refraining
from acting in reliance, upon, any resolution, certificate, statements, instruments,
opinion, report, notice, request, 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 and
shall not be bound to make any investigation into any of the matters contained in any of
the foregoing;
2. The Trustee may consult with Professionals to be selected by it, and the
Trustee shall not be liable for any action taken or omitted to be taken by it in accordance
with the advice of such Professionals ;
3. Persons dealing with the Trustee shall look only to the Trust Property to
satisfy any liability incurred by the Trustee to such person in carrying out the terms of
this Trust, and the Trustee shall have no personal obligation to satisfy any such liability;
4. Persons dealing with the Trustee shall be fully protected in relying upon
the Trustee’s certificate that it has authority to take any action under this Trust, and any
persons dealing with the Trustee shall be fully protected in relying upon the Trustee’s
certificate;
5. The Trustee shall not be responsible in any manner whatsoever for the
correctness of the recitals herein contained; and the Trustee shall not be responsible or
accountable in any manner whatsoever for or with respect to the insuring or operation of
any property owned by Corporation or any subsidiary thereof, the validity or sufficiency
of this Trust Agreement or for the value of the Trust Property or the properties of
Corporation or any part thereof, or for title thereto, and the Trustee makes no
representation with respect thereto, except that Trustee in its individual capacity
represents that it has full power and authority to enter into this Trust Agreement and act
as Trustee hereunder;
6. The Trustee shall not be liable for any action taken or omitted to be taken
by it in good faith and reasonably believed by it to be within the discretion or powers
conferred upon it, or in good faith omitted to be taken by it because such action is
reasonably believed to be beyond the discretion or powers conferred upon it, or taken by
it pursuant to any direction or instruction by which it is governed under this Trust
Agreement or omitted to be taken for any reason or the lack of direction or instruction
required for such action, or be responsible for the consequences of any error of
judgment reasonably made by it. The Trustee shall in no event be liable for the
application or misapplication of funds, or for other acts or defaults, by any person, firm or
Corporation except by its own officers and employees, its liability with respect to acts or
defaults of any kind of agent appointed by it being limited to liability for any lack of due
care in the appointment of such agent. No recourse shall be had by Corporation or any
Beneficiary for any claim based on this Trust Agreement against any officer, agent or
employee of the Trustee unless such claim is based upon fraud or deceit or intentional
violation of law by such person.
D. All moneys and other assets received by the Trustee shall, until distributed or
paid over as herein provided, be held in trust for the benefit of the Beneficiaries , but need not be
segregated from other trust assets, unless and to the extent required by law. The Trustee shall
be under no liability for interest or for producing income on any moneys received by the Trustee
hereunder and held for distribution or payments to the Beneficiaries , except as such interest
shall actually be received by the Trustee.
E. The Trustee shall be entitled to reimbursement from Corporation for all out-of-
pocket expenses and to receive from Corporation reasonable compensation for all services
rendered by it in the execution of the Trust and in the exercise and performance of any of its
powers and duties, which compensation shall not be limited by any provision of law in regard to
compensation of a trustee of any express trust but only by the limit of reasonableness.
Reimbursement and compensation due hereunder, if not paid by Corporation , shall be a first
charge on the Trust Property. The provisions of this Section shall survive termination of the
Trust Agreement.
F. The Trustee shall serve without bond.
G. The Trustee shall be indemnified, and shall be entitled to reimbursement from
Corporation against and from any and all loss, liability, expense or damage which the Trustee
may sustain in good faith and without willful misconduct, gross negligence or fraud in the
exercise and performance of any of the powers and duties of the Trustee under this Trust
Agreement. The provisions of this Section shall survive termination of the Trust Agreement and
shall remain available to any former Trustee replaced or resigning under Section 6 .
H. The Trustee, either individually or in its representative or fiduciary capacities,
may be a Beneficiary to the same extent as if it were not Trustee hereunder and have all the
rights of a Beneficiary , including, without limitation, the right to receive distributions to the same
extent as if it were not a Beneficiary .
I. In the event of any disagreement between persons claiming to be transferees of
any Beneficiary under Section 2 hereof, the Trustee shall be entitled at its option to refuse to
recognize any such claims so long as such disagreement shall continue. In so refusing, the
Trustee may elect to make no payment or distribution in respect of the Beneficial Interest
involved, or any part thereof, and, in so doing, the Trustee shall not be or become liable to any
person for the failure or refusal of the Trustee to comply with such conflicting claims, and the
Trustee shall be entitled to continue so to refrain and refuse so to act, until:
1. The rights of the adverse claimants have been adjudicated by a final
judgment of a court assuming and having jurisdiction of the parties and the interest and
money involved; or
2. All differences have been adjusted by valid agreement between such
parties and the Trustee shall have been notified thereof in writing signed by all of the
interested parties.
6. Successor Trustee
A. The Trustee may resign by giving not less than sixty days’ prior written notice
thereof to the Beneficiaries . Such resignation shall become effective on the day specified in
such notice or upon the appointment of a successor and the acceptance by such successor of
such appointment, whichever is earlier. The Trustee may be removed at any time, with or
without cause, by action of Beneficiaries holding more than half of the Beneficial Interests .
B. In the event of the Trustee’s resignation, a successor Trustee shall be selected
by the resigning Trustee, provided that such successor is a financial institution with assets of at
least $100,000,000. In the event of the removal of the Trustee by action of Beneficiaries holding
more than half of the Beneficial Interests , such Beneficiaries shall concurrently therewith appoint
a successor Trustee.
C. Any successor Trustee appointed hereunder shall execute an instrument
accepting such appointment hereunder and shall file such acceptance with the trust records.
Thereupon, such successor Trustee shall, without any further act, become vested with all the
estates, properties, rights, powers, trusts and duties of its predecessor in the Trust with like
effect as if originally named herein; provided, however, that a resigning Trustee shall,
nevertheless, when requested in writing by the successor Trustee, execute and deliver an
instrument or instruments conveying and transferring to such successor Trustee under the Trust
all the estates, properties, rights, powers and trusts of such predecessor Trustee.
7. Reports to Beneficiaries
A. As soon as practicable after the end of each calendar quarter and upon
termination of the Trust, Corporation shall furnish to the Trustee unaudited financial statements
of Corporation for the period then ending, and the Trustee shall submit a written report and
account to the Beneficiaries showing (i) such financial statements; (ii) the assets and liabilities of
the Trust at the end of such calendar quarter or upon such termination and the receipts and
disbursements of the Trustee for such period; (iii) any material changes in the Trust Property
(excluding any changes in the business or financial condition of Corporation ) not previously
reported and (iv) any action taken by the Trustee in the performance of its duties which
materially affects the Trust.
B. As soon as practicable after _______________ (date) , and after the close of
each other calendar year during which the Trust will have existed (if any), the Trustee shall mail
to each Beneficiary a statement showing on a unit basis (i) the dates and amounts of all
distributions made by the Trustee, (ii) all items of income, deduction and credit against federal
income tax of the Trust for the preceding year and (iii) such other information as is reasonably
available to the Trustee which may be helpful in determining the amount of taxable income from
the Trust that such Beneficiary should include in his federal income tax return for such year. In
addition, after receipt of a request in good faith, the Trustee may furnish to any person who has
been a Beneficiary at any time during the preceding year a statement containing such further
information as is reasonably available to the Trustee which may be helpful in determining the
amount of taxable income which such person should include in his federal income tax return.
8. Consent of Corporation
A. By its signature hereto, Corporation is agreeing to pay the obligations of
Corporation set forth herein by the declaration of a cash dividend on the Stock or by any other
method permitted by law, and is also agreeing to perform any or all obligations herein
contemplated to be performed by it.
9. Termination of Trust
A. This Trust Agreement shall terminate on __________________ (date) or upon
the payment or distribution to the Beneficiaries of all of the Trust Property (other than reserves
retained pursuant to Section 3 hereof), whichever is earlier, provided that the term of the Trust
Agreement will be extended to the extent necessary to permit the completion of the registration
of the Stock contemplated by Section 3 hereto.
B. After the termination of this Trust and solely for the purpose of liquidating and
winding up the affairs of this Trust, the Trustee shall continue to act as such until its duties have
been fully performed. Upon distribution of all the Trust Property, the Trustee shall retain the
books, records, shareholder lists, share certificates and files which shall have been delivered to
or created by the Trustee. At the Trustee’s discretion, all of such records and documents may
be destroyed at any time after seven years from the distribution of all the Trust Property. Except
as otherwise specifically provided herein, upon the distribution of all the Trust Property, the
Trustee shall have no further duties or obligations hereunder except to the extent, if any, that
the Trustee shall hold the reserve amounts described in Section 3 hereof.
10. Amendments
A. No amendment may be made to any provision of the Trust Agreement that
would:
1. Create any power in the Trustee, except such, if any, as may be
specifically stated in this Trust Agreement, to engage in business or investment
activities;
2. Create any power in the Beneficiaries , except such, if any, as may be
specifically stated in this Trust Agreement, respecting the management of the Trust
Property or the selection of a successor Trustee; or
3. Alter the rights of the Beneficiaries vis-a-vis each other.
B. The Trustee may from time to time and at any time make or execute a
declaration amending this Trust Agreement without the consent of Beneficiaries for the purpose
of (a) curing any ambiguity or correcting or supplementing any provision contained herein or in
any amendment to this Trust Agreement that may be defective or inconsistent with any other
provision contained herein or in any amendment to this Trust Agreement, (b) making such other
provisions or modifications in regard to matters or questions relating to this Trust Agreement or
any amendment hereto, provided the same shall not adversely affect the interests of the
Beneficiaries hereunder, (c) having the Trust continue to qualify as a grantor liquidation trust for
Federal income tax purposes or (d) obtaining a no-action letter from the Staff of the Securities
and Exchange Commission with respect to the creation and operation of the Trust under the
Federal securities laws.
11. Miscellaneous Provisions
A. This Trust Agreement is not intended to create, and shall not be interpreted as
creating, an association, partnership or joint venture of any kind. It is intended as a trust to be
governed and construed in all respects as a trust.
B. This Trust Agreement shall be governed by and construed in accordance with the
laws of the State of ___________________ (Name of State) .
C. The invalidity of any portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. If any provision of this Agreement is held to be invalid,
the parties agree that the remaining provisions shall be deemed to be in full force and effect as
if they had been executed by both parties subsequent to the expungement of the invalid
provision.
D. Any notice or other communications hereunder shall be deemed to have been
sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box,
addressed to the person for whom such notice is intended at his address last known to the
person giving such notice; provided that notice to the Trustee shall be effective only upon
receipt by the Trustee.
E. Neither a change of name of the Trustee nor any merger or consolidation of its
corporate powers with another bank or with a trust company nor the transfer of its trust
operations to a separate Corporation shall affect its right or capacity to act hereunder.
F. Neither this Trust Agreement nor any executed copy hereof need be filed in any
county in which any of the Trust Property is located, but the same may be filed for record in any
county by the Trustee.
G. This Trust Agreement may be executed in counterparts, each of which shall
constitute an original, but such counterparts shall together constitute but one and the same
instrument.
H. Any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall
select one arbitrator and both arbitrators shall then select a third. The third arbitrator so
selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the
American Arbitration Association then in force and effect.
I. This Agreement shall constitute the entire agreement between the parties and
any prior understanding or representation of any kind preceding the date of this Agreement shall
not be binding upon either party except to the extent incorporated in this Agreement.
J. In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.
The parties have executed this Agreement on the day and year first above written.
_______________________________
Name of Trustee
By: ______________________________________
(Name and Office in Corporation)
________________________________
Name of Liquidating Corporation
By: ______________________________________
(Name and Office in Corporation)
(Acknowledgments before Notary Public)
Exhibit A
Consent and Acknowledgement
The undersigned, ________________________________________________________
______________________________________________________ (Names of Stockholders)
hereby acknowledges receipt of, and consents to all of the terms of that certain Trust
Agreement dated as of ________________ (date) , including without limitation the obligation of
the undersigned to make payments under the circumstances described in said Agreement (by
the declaration of a cash dividend on the Corporation’s Common Stock (as therein defined) or
by any other method permitted by law) and the undersigned further agrees to cooperate in the
performed any and all obligations contemplated in the Agreement to be performed by the
Trustee or Corporation.
________________________________
________________________________
________________________________
________________________________
(Names and Signatures of Stockholders)
