Mills Music Trust (the "Trust") was created, by a Declaration of Trust dated December 3, 1964, for the purpose of acquiring, from Mills Music, Inc. ("Old Mills"), the rights to receive payment of a deferred contingent purchase price obligation payable to Old Mills. The purchase price obligation arose as the result of the sale by Old Mills of its musical copyright catalogue to a newly formed company ("New Mills") pursuant to an Asset Purchase Agreement.

In payment for the aforementioned catalogue, New Mills agreed in the Asset Purchase Agreement to make quarterly payments to Old Mills (the "Contingent Portion") measured by the royalty income generated from the catalogue...