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EXHIBIT 99.3
PACECO FINANCIAL SERVICES, INC.
and
BILL J. ENGLISH
Trustee
TRUST AGREEMENT
Dated as of December 20, 2000
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TABLE OF CONTENTS
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PARTIES 1
RECITALS OF THE COMPANY....................................................................................1
ARTICLE I DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 1.01 Definitions.................................................................1
ARTICLE II TERMS AND PURPOSE OF THE TRUST
SECTION 2.01 Creation of Trust...........................................................3
SECTION 2.02 Creation of Fund............................................................3
SECTION 2.03 Powers......................................................................3
SECTION 2.04 Execution of Documents......................................................4
ARTICLE III APPOINTMENT, DUTIES AND POWERS OF TRUSTEE
SECTION 3.01 Appointment.................................................................4
SECTION 3.02 Duties of the Trustee.......................................................4
a. Sale of PalWeb Shares.............................................................4
b. Exercise of the Put...............................................................5
c. Receipt and Investment of the Proceeds............................................5
d. Distribution of the Trust Assets..................................................5
e. Compliance with Securities Laws...................................................6
f. Insurance Policy..................................................................6
g. Voting PalWeb Shares..............................................................6
h. Reports...........................................................................6
i. Records...........................................................................6
SECTION 3.03 Powers of the Trustee.......................................................7
SECTION 3.04 Reliance on Trustee's Authority.............................................7
SECTION 3.05 Access......................................................................7
SECTION 3.06 Delegation of Powers........................................................7
SECTION 3.07 Administrative Support......................................................7
SECTION 3.08 Bonds.......................................................................7
ARTICLE IV PROTECTIONS AFFORDED TO THE TRUSTEE
SECTION 4.01 Limitation of Liability............................................................7
SECTION 4.02 No Third Party Beneficiary.........................................................8
ARTICLE V REVOCATION AND MODIFICATION
SECTION 5.01 Modification................................................................8
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SECTION 5.02 Termination of the Trust...........................................................8
ARTICLE VI CERTIFICATE HOLDERS' LISTS AND REPORTS BY
TRUSTEE AND COMPANY
SECTION 6.01 Certificate Holders' Lists..................................................8
SECTION 6.02 Communication to Certificate Holders........................................8
SECTION 6.03 Reports by Trustee..........................................................9
SECTION 6.04 Reports by Company..........................................................9
ARTICLE VII MISCELLANEOUS
SECTION 7.01 Resignation, Death or Removal of a Trustee..................................9
SECTION 7.02 Successors and Assigns......................................................9
SECTION 7.03 Notices....................................................................10
SECTION 7.04 Savings Clause.............................................................10
SECTION 7.05 Articles and Section Headings..............................................10
SECTION 7.06 Acceptance of Trust........................................................10
SECTION 7.07 Limitation of Liability....................................................10
SECTION 7.08 Governing Law..............................................................11
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TRUST AGREEMENT
This TRUST AGREEMENT, is entered into as of December 20, 2000,
between PACECO FINANCIAL SERVICES, INC., a corporation duly organized and
existing under the laws of the State of Oklahoma (herein called the
"Company") and Bill J. English (herein called the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company has developed a plan (the "Plan") for the sale
of certain assets of the Company to facilitate the redemption or partial
redemption of investment certificates ("Certificates");
WHEREAS, the Plan provides for the creation of a Trust to sell
certain assets of the Company and to distribute the proceeds to the
Certificate Holders in accordance with the terms of this Agreement and the
Plan;
WHEREAS, the Plan provides for and requires the appointment of the
Trustee to sell those certain assets of the Company and to distribute the
proceeds to the Certificate Holders in accordance with the terms of this
Agreement and the Plan;
NOW THEREFORE, the Company and the Trustee do hereby agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINITIONS. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;
(b) the terms defined in the introductory provisions of
this Agreement shall have the meanings so ascribed to them throughout this
Agreement;
(c) the words "herein", "hereof", and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision;
(d) the term "Account Balance" shall mean on any given date
the balance of Deposits plus accrued interest in a Certificate Holder's
account.
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(e) the term "Administration Costs" shall mean the fee of
the Trustee and all costs incurred by or on behalf of the Trustee in the
administration of the Trust;
(f) the term "Agreement" shall mean this Trust Agreement;
(g) the term "Balance of Deposits" shall mean on any given
date the outstanding balance of all the Deposits plus accrued interest;
(h) the term "Bank-Quality Investments" shall mean
investments in which a federally insured bank may invest deposits;
(i) the term "Certificate Holders" shall mean the persons
who hold one or more Certificates;
(j) the term "Certificates" shall mean the investment
certificates issued by the Company consisting of both passbook savings and
time certificates;
(k) the term "Department" shall mean The Oklahoma
Department of Securities;
(l) the term "Deposits" shall mean the passbook savings and
time certificate accounts of the Company;
(m) the term "Designated Trust Assets" shall mean (i) the
43,500,000 shares of PalWeb Corporation common stock transferred by the
Company to the Trustee pursuant to this Agreement and any other securities or
other property received in exchange for, or as a distribution or dividend on,
such shares, as in the case of a merger, consolidation, stock dividend, stock
split or other similar transaction (the "PalWeb Shares"), and (ii) the life
insurance policy on the life of Paul A. Kruger in the face amount of
$5,000,000 with Jefferson Pilot Financial Insurance Company (the "Insurance
Policy");
(n) the term "Disposition Price" shall mean the Balance of
Deposits on any given date divided by the number of PalWeb Shares held by the
Trustee on that date;
(o) the term "Effective Date" shall mean the date of this
Agreement;
(p) the term "pro rata" when used in the Agreement to
describe distributions to Certificate Holders shall mean in the proportion
that each Certificate Holder's Account Balance bears to the total of the
Balance of Deposits at the time of the distribution.
(q) the term "Proceeds" shall mean the consideration for
any sale, assignment, or conveyance of the PalWeb Shares plus any death
benefit under the Insurance Policy;
(r) the term "Put" shall have that meaning set forth in the
Put Agreement;
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(s) the term "Put Agreement" shall mean that certain
agreement dated December 20, 2000, whereby Paul Kruger granted the Trustee
the Put.
(t) the term "Selling Costs" shall mean all selling
commissions, finders fees and other costs and expenses reasonably incurred in
connection with the sale of the PalWeb Shares;
(u) the term "Trust" shall mean the trust created by this
Agreement;
(v) the term "Trust Fund" shall mean the fund created by
this Agreement;
(w) the term "Trust Fund Liabilities" shall mean the
liabilities incurred by the Trust during the term of the Trust;
ARTICLE II
TERMS AND PURPOSE OF THE TRUST
Section 2.01 CREATION OF TRUST AND BENEFICIARIES. The Company hereby
transfers, assigns and conveys to the Trustee, the PalWeb Shares and, when
issued, will transfer the Insurance Policy, to be held by such Trustee for
the uses and purposes and on the terms and conditions set forth herein. The
beneficiaries of the Trust shall be the Certificate Holders to the extent of
the Balance of Deposits, the Company to the extent the Proceeds of the PalWeb
Shares exceed the Balance of Deposits, and in the event of the death of Paul
A. Kruger, the Estate of Paul A. Kruger to the extent the Proceeds of the
Insurance Policy exceed the Balance of Deposits.
Section 2.02 CREATION OF FUND. The Company on behalf of the Trustee
hereby creates the Trust Fund to consist of the Designated Trust Assets to be
held, managed, sold and distributed by the Trustee for the purposes and on
the terms and conditions set forth herein.
Section 2.03 POWERS. The Company does hereby irrevocably grant,
convey and transfer to the Trustee the sole power and authority in accordance
with the terms hereof to convey, sell, transfer or otherwise dispose of any
or all of the Designated Trust Assets and to distribute all Proceeds and
other cash to the Certificate Holders, together with interest, if any, as
provided herein. Sale of the PalWeb Shares shall be made in a manner
reasonably calculated under the then existing circumstances to maximize the
Proceeds within the period necessary to timely fund the redemption of the
Deposits. The Company shall execute such other documents as the Trustee deems
necessary to effectuate the respective grant of powers hereunder. The Trustee
shall also have such further powers as are set forth herein in Articles 3 and
4, respectively and the power to bring suit to enforce this Agreement and the
Put Agreement.
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Section 2.04 EXECUTION OF DOCUMENTS. The Company shall execute such
documents (including, without limitation, powers of attorney and of
appointment) and shall perform such other and additional acts as may be
necessary and appropriate to evidence and confirm the powers and interests
transferred and granted to the Trustee herein.
ARTICLE III
APPOINTMENT, DUTIES AND POWERS OF TRUSTEE
Section 3.01 APPOINTMENT. Bill J. English is hereby designated as
Trustee to serve from and after the date of this Agreement until it resigns
or is discharged and a successor Trustee is appointed, all as set forth
herein.
Section 3.02 DUTIES OF THE TRUSTEE. The Trustee shall have the
duties, (a) to sell, transfer or otherwise dispose of the Designated Trust
Assets in such manner and at such time or times and at such price or prices
as will redeem all of the outstanding Deposits, including principal and
accrued interest, plus Administration Costs and Selling Costs, such sale to
be conducted in either a public or private transaction; (b) to exercise the
Put according to the terms of the Put Agreement (c) to receive, hold and
temporarily reinvest the Proceeds of such Designated Trust Assets in
Bank-Quality Investments, if and to the extent the Trustee deems temporary
investments to be an efficient use of funds while accumulating enough
Proceeds to make a distribution to Certificate Holders; (d) to pay all
expenses incurred in connection with the administration of the Trust Fund;
and (e) to distribute the Proceeds of the Designated Trust Assets to the
Certificate Holders, all as set forth herein.
a. SALE OF PALWEB SHARES. Commencing on the Effective
Date, the Trustee shall be obligated to sell or otherwise dispose of the
PalWeb Shares if and when the PalWeb Shares attain a market value equal to or
in excess of the Disposition Price per share plus Administration Costs and
Selling Costs. The Trustee will be obligated to sell the PalWeb Shares, as
and to the extent the market can absorb the PalWeb Shares in either a public
or private transaction, and distribute the net Proceeds of the PalWeb Shares
to the Certificate Holders pursuant to the provisions of this Agreement. The
Trustee may temporarily reinvest such Proceeds as authorized by Section
3.02(c) below. The parties acknowledge that the market for PalWeb Corporation
common stock may not be sufficient to absorb the entire number of such shares
held by the Trustee in a single transaction. Therefore, the Trustee shall
exercise its discretion as to the timing and amounts of the PalWeb Shares to
be sold. All Administration Costs and Selling Costs shall be paid from the
Trust Fund. The Trustee is prohibited from selling or otherwise disposing of
the PalWeb Shares, except as expressly provided in this Agreement, at a
market value less than the Disposition Price per share plus Administration
Costs and Selling Costs. If the Trustee is able to sell the PalWeb Shares in
a private transaction at a price in excess of the Disposition Price, all
Proceeds net of Administration Costs and Selling Costs will be distributed
pursuant to Section 3.02(d) below.
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b. EXERCISE OF THE PUT. The Trustee is authorized and
directed to exercise its rights under the Put Agreement according to the
terms and conditions of the Put Agreement.
c. RECEIPT AND TEMPORARY INVESTMENT OF THE PROCEEDS.
The Trustee shall collect and receive all Proceeds from the Designated Trust
Assets and shall be empowered in its discretion to invest and reinvest such
Proceeds in Bank-Quality Investments, if and to the extent the Trustee deems
temporary investments to be an efficient use of funds while accumulating
enough Proceeds to make a distribution to Certificate Holders.
d. DISTRIBUTION OF THE TRUST ASSETS.
(1) In the event of the death of Paul A. Kruger,
the Proceeds of the Insurance Policy, net of all Administration Costs then
owing or reasonably anticipated to be incurred in the foreseeable future,
shall be distributed pro rata to Certificate Holders to the extent of the
Balance of Deposits. Any such net Proceeds in excess of the Balance of
Deposits shall be distributed to the estate of Paul A. Kruger or such other
person or entity as Paul A. Kruger shall designate in writing to the Trustee.
(2) At such time as the PalWeb Shares are sold
pursuant to Section 3.02(a) above, the Trustee shall be authorized to
distribute the Proceeds of such sale net of Administration Costs and Selling
Costs to the Certificate Holders pursuant to the provisions of this
Agreement. If the Trustee exercises its rights under the Put Agreement
pursuant to Section 3.02(b) above, the Trustee shall distribute the Proceeds
of the Put according to the terms of the Put Agreement. The parties
acknowledge that the market for PalWeb Corporation common stock may not be
sufficient to absorb the entire number of such shares held by the Trustee in
a single transaction. Upon distribution of the Proceeds in full redemption of
all of the Certificate Holders' accounts, including payment of all accrued
interest, and payment of or provision for all costs, expenses and liabilities
of the Trust, the balance of the PalWeb Shares or Proceeds thereof, if any,
shall be distributed to the Company, its successor, or its designee.
(3) If Paul A. Kruger is released from his
obligations under the Put Agreement pursuant to Section 5 of that Agreement,
then the Trustee shall either, (i) distribute any remaining PalWeb Shares to
the Certificate Holders pro rata after making provision for Administration
and any Selling Costs, or (ii) sell the PalWeb Shares in either a public or
private transaction at a price that may be less than the Disposition Price
per share and distribute the Proceeds of such sale, net of Administration and
any Selling Costs, to the Certificate Holders pro rata. Any distribution made
pursuant to this paragraph shall reduce the Balance of Deposits accordingly.
The Trustee, in its discretion, may value the PalWeb Shares at their most
recent closing bid price in the event there is an established trading market
for the PalWeb Shares and, otherwise, based on appraisal by a qualified
independent appraiser.
(4) If a judgment is entered against Paul A.
Kruger on the basis of a determination that an Event of Default has occurred
under Section 7 of the Put Agreement, and any appeal has been exhausted, then
the Trustee shall either, (1) distribute any remaining PalWeb Shares, in the
same proportion that the judgment amount bears to the total Balance of
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Deposits, to the Certificate Holders pro rata, after making provision for
Administration and any Selling Costs, or (ii) sell such proportionate amount
of PalWeb Shares in either a public or private transaction at a price that
may be less than the Disposition Price per share and distribute the Proceeds
of such sale, net of Administration and any Selling Costs, to the Certificate
Holders pro rata. Any distribution made pursuant to this paragraph shall
reduce the Balance of Deposits accordingly. The Trustee, in his discretion,
may value the PalWeb Shares as provided in paragraph d.(3), above.
e. COMPLIANCE WITH SECURITIES LAWS. Any sale or
distribution of the PalWeb Shares pursuant to this Agreement or the Put
Agreement shall be subject to compliance with all applicable state and
federal securities laws.
f. INSURANCE POLICY. The payment of premiums on the
Insurance Policy shall be funded by the Company. At such time as the Account
Balances are reduced to zero, the Trustee shall so notify Paul A. Kruger and
request instructions regarding the disposition of the Insurance Policy. The
Trustee shall dispose of the Insurance Policy in accordance with such
instructions. If no instructions are received within 45 days following such
notice, the Trustee shall terminate the Insurance Policy.
g. VOTING PALWEB SHARES. Upon any vote or consent to
action of the stockholders of PalWeb Corporation the Trustee shall vote the
PalWeb Shares in accordance with, and in proportion to, the total votes cast
by all other stockholders, unless, in the judgment of the Trustee, such vote
of the PalWeb Shares would have an adverse affect on the rights of
Certificate Holders. In that event, the Trustee shall vote the shares as the
Trustee reasonably believes to be in the best interest of Certificate Holders.
h. REPORTS. The Trustee shall report to the Company
and to the Department within ten (10) days after a distribution to the
Certificate Holders the following information: the beginning principal
amount(s), accrued interest, distributions made, balances owing to each
Certificate Holder, and Administrative and Selling Costs paid.
i. RECORDS. The Trustee shall maintain accurate books
and records concerning the Designated Trust Assets. The Company shall be
responsible for providing the Trustee a complete and accurate list of
Certificate Holders which shall include names and mailing addresses of
Certificate Holders, the principal amount and accrued interest of each
Depositor's account, as of the date to be agreed upon between the Company and
the Trustee, and the annual interest rate applicable to each account. From
and after the Trustee's receipt of such information, the Trustee shall keep a
record of the Certificate Holders' accounts showing the beginning principal
and accrued interest, distributions made and balances owing. All
distributions by the Trustee will be applied first to principal. The records
maintained by the Trustee shall be available for inspection and copying by
the Company and the Department at any time and from time to time during
normal business hours. All such records shall be delivered to the Company
upon Termination of the Trust. All records as to the Deposits, accrual of
interest, distributions to Certificate Holders and Disposition Price per
share will be
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maintained by the Company. Such records shall be available for inspection by
the Department or the Trustee at any time and from time to time during normal
business hours.
Section 3.03 POWERS OF THE TRUSTEE. The Trustee shall have such
powers as are necessary to the proper performance of its duties as set forth
herein. Nothing contained herein shall obligate the Trustee to take any
action which it reasonably believes may subject itself or the Trust Fund to
any liability unless it is indemnified to its satisfaction against the
consequences of taking such action.
Section 3.04 RELIANCE ON THE TRUSTEE'S AUTHORITY. No entity dealing
with the Trustee with reference to the Designated Trust Assets or the Trust
Fund, if acting in good faith, shall be required to ascertain the authority
of the Trustee nor to see to the performance by the Trustee of any of the
provisions hereof, nor be responsible in any way for the proper application
of funds or properties paid or delivered to the Trustee, but if acting in
good faith, may deal with the Trustee as though the Trustee were the
unconditional owner of the Designated Trust Assets.
Section 3.05 ACCESS. The Trustee shall permit the duly authorized
representatives of the Company and the Department to have access to the books
and records pertaining to the Designated Trust Assets, the Trust Fund and all
instruments and documents related thereto as often as may be reasonably
requested.
Section 3.06 DELEGATION OF POWERS. The Trustee shall be entitled to
delegate such authority to its employees and agents as the Trustee shall
reasonably deem necessary to perform its duties under this Agreement.
Section 3.07 ADMINISTRATIVE SUPPORT. Nothing contained herein shall
prevent the Trustee from relying upon the Company for general or specific
administrative support including, but not limited to, printing, bulk mail,
check processing, and accounting.
Section 3.08 BONDS. Unless required by the Department or other
applicable law, the Trustee shall serve during the duration of the Trust
without a fidelity bond.
ARTICLE IV
PROTECTIONS AFFORDED TO THE TRUSTEE
Section 4.01 LIMITATION OF LIABILITY. The Trustee nor any of its
respective employees or agents shall have any liability for the payment of
the Trust Fund Liabilities or for any error of judgment made in good faith
other than as a result of gross negligence or willful misconduct or for any
act or omission of any of its employees or agents unless such entity acted
with gross negligence or willful misconduct in the selection or retention of
such employee or agent. The Trustee shall not be liable for any action taken
or omitted in good faith and believed by it to be authorized within the
respective discretion or rights or powers conferred upon it by this
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Agreement. In performing its duties hereunder, the Trustee may consult with
counsel selected by it who may be counsel for the Company, at the expense of
the Trust Fund, and shall have no liability for any action taken upon the
advice of such counsel. None of the provisions of this Agreement shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights and powers. The Trustee may
rely without inquiry upon any writing delivered to it hereunder which it
believes in good faith to be genuine and to have been given by a proper
entity.
Section 4.02 NO THIRD PARTY BENEFICIARY. This Agreement is entered
into for the sole and exclusive benefit of the Company, the Trustee, the
Certificate Holders and the Department, and other than the Department and the
successors, designees, and assigns of the foregoing, no other entities or
persons shall have any rights hereunder.
ARTICLE V
REVOCATION AND MODIFICATION
Section 5.01 MODIFICATION. This Agreement may be amended or modified
in any respect and at any time by an instrument or documents in writing
signed by the Company and the Trustee with notice to the Department.
Section 5.02 TERMINATION OF THE TRUST. The Trust shall terminate (a)
upon the date thirty days after the date upon which (i) all Designated Trust
Assets shall have been disposed of in accordance with the terms hereof, (ii)
all Proceeds shall have been distributed to Certificate Holders up to the
Balance of Deposits, (iii) all other liabilities of the Trust shall have been
paid, and (iv) all other cash shall have been distributed to the Company, its
successor, or designee; or (b) December 31, 2004, or as soon thereafter as
the Trustee can distribute the Designated Trust Assets, unless extended by a
vote of a majority in interest of the Certificate Holders at a meeting called
for that purpose.
ARTICLE VI
CERTIFICATE HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 6.01 CERTIFICATE HOLDERS' LISTS. The Company shall maintain
a complete and accurate list of the Certificate Holders which shall include
names and mailing addresses of the Certificate Holders and the principal
amount, accrued interest, and amounts owing in each Certificate Holders'
account.
Section 6.02 COMMUNICATION TO CERTIFICATE HOLDERS. Upon written
request by a Certificate Holder, the Trustee may, in its discretion, make
available any and all information regarding the Trust or Designated Trust
Assets. Neither the Company nor the Trustee nor any
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agent of either of them shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificate
Holders, regardless of the source from which such information was derived,
and the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under this Section.
Section 6.03 REPORTS BY TRUSTEE. The Trustee shall provide such
reports as required by Section 3.02(h) herein. In addition, the Trustee shall
report to each Certificate Holder within ten (10) days of a distribution the
following information with respect to his or her account: the beginning
principal amount(s), accrued interest, distributions made, and balance owing.
Section 6.04 REPORTS BY COMPANY. The Company shall file with the
Trustee, within 15 days after the Company is required to file the same with
the Department, copies of any annual reports and information, documents and
other reports (or copies of such portions of any of the foregoing as the
Department may from time to time prescribe) which the Company may be required
to file with the Department.
ARTICLE VII
MISCELLANEOUS
Section 7.01 RESIGNATION, DEATH OR REMOVAL OF A TRUSTEE. The Trustee
may (a) resign at any time upon thirty (30) days prior written notice to the
Company and the Department; (b) be removed upon the vote of a majority in
interest of the Certificate Holders at a meeting called for that purpose; or
(c) be removed by an order of the Department. The Trustee shall be replaced
by (a) a vote of a majority in interest of the Certificate Holders if the
Trustee dies, resigns or is removed by a vote of the Certificate Holders; or
(b) the Department if the Trustee is removed by the Department. Any successor
Trustee must be independent of the Company and its affiliates. No successor
Trustee hereunder in any event shall have any liability or responsibility for
the acts or omissions of any of his predecessors. Every successor Trustee
appointed pursuant hereto shall execute, acknowledge and deliver to his
predecessor and to the Company an instrument in writing accepting such
appointment hereunder, and thereupon such successor Trustee without any
further act, deed or conveyance shall become fully vested with all of the
estates, properties, rights, titles, powers, trusts, duties and obligations
of his predecessor. Should any document or instrument in writing from the
prior Trustee be required more fully and certainly to vest in such successor
Trustee the estates, properties, rights, titles, powers, trusts, duties and
obligations hereby vested herein, any and all such documents or instruments
shall, on request of the successor Trustee, be executed acknowledged and
delivered by the respective predecessor Trustee, his executor or
administrator.
Section 7.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon each of the parties hereto and their respective successors and assigns
and shall inure to the benefit of the parties.
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Section 7.03 NOTICES. All notices provided for herein shall be in
writing and shall be deemed given when served personally, when mailed to the
entity at its address as shown below, or when received by facsimile
transmission at the telephone number shown below, or at such other address or
telephone number as any such entity shall designate in a written notice
served on each other entity.
If to the Company:
Paceco Financial Services, Inc.
2500 S. McGee, Suite 147
Norman, OK 73072
Fax: (405) 360-5354
If to the Trustee:
Bill J. English
114 E. Main St.
Norman, OK 73072
Fax: (405) 321-0343
If to the Department:
Oklahoma Department of Securities
120 N. Robinson, Suite 860
Oklahoma City, OK 73102
Fax: (405) 280-7742
Section 7.04 SAVINGS CLAUSE. In the event any clause, provision or
provisions hereof proves to be or is judged to be invalid for any reason,
such invalid or void clause, provision or provisions shall not affect the
whole of this Agreement, but the balance of the provisions hereof shall
remain operative and shall be carried into effect insofar as legally possible.
Section 7.05 ARTICLES AND SECTION HEADINGS. Article and section
headings herein are for convenience of reference only and shall not affect
the meaning or interpretation of any provisions hereof.
Section 7.06 ACCEPTANCE OF TRUST. The Trustee hereby accepts the
trust imposed on him by this Agreement.
Section 7.07 LIMITATION OF LIABILITY. The Company shall not be
liable for actions of the respective Trustees pursuant to this Agreement.
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Section 7.08 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Oklahoma.
EXECUTED, the day and year first above written.
COMPANY: PACECO FINANCIAL SERVICES, INC.
By: /s/ Mark Kidd
----------------------------
President
TRUSTEE: /s/ Bill J. English
----------------------------
Bill J. English
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