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EXHIBIT 4.2
DECLARATION OF TRUST
DECLARATION OF TRUST, dated as of October 15, 1996, between UAL
Corporation, a Delaware corporation, as Sponsor, and The First National Bank of
Chicago, a national banking association, as trustee (the "Property Trustee")
and First Chicago Delaware Inc., a Delaware corporation not in its individual
capacity but solely as trustee (the "Delaware Trustee") (the Property Trustee
and the Delaware Trustee collectively referred to herein as the "Trustees").
The Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "UAL
Corporation Capital Trust I," in which name the Trustees, or the Sponsor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and
sets over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Sponsor, which amount shall constitute
the initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Sec. 3801 et seq. (the
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
substantially the form attached hereto.
3. The Sponsor and the Trustees will enter into an
amended and restated declaration of trust, satisfactory to each such party and
substantially in the form to be included as Exhibit 4.4 to the Registration
Statement referred to below, to provide for the contemplated operation of the
Trust created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
amended and restated declaration of trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and
direct the Sponsor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-4 (the
"Registration Statement") and any pre-
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effective or post-effective amendments to such Registration Statement, relating
to the registration under the Securities Act of 1933, as amended, of the
Preferred Securities of the Trust, (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended and (c) an Issuer Tender Offer Statement on
Schedule 13E-4 and any other tender offer statement required to be filed by the
Trust with the Commission (including, if necessary, Schedule 14D-1) relating to
the exchange offer (the "Offer") described in the Registration Statement
(collectively, the "Tender Offer Schedules") and any amendment or supplement
thereto; (ii) to file with the New York Stock Exchange and execute on behalf of
the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on the New York Stock
Exchange; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorneys for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or "Blue
Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may
deem necessary or desirable and (iv) to execute on behalf of the Trust that
certain Dealer Manager Agreement among the Trust, the Sponsor, Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Xxxxxx Inc. relating to the
Offer, substantially in the form to be included as Exhibit 1 to the
Registration Statement. In the event that any filing referred to in clauses
(i)-(iii) above is required by the rules and regulations of the Commission, the
New York Stock Exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by the Trustees, the Sponsor is hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust any
and all of the foregoing, it being understood that The First National Bank of
Chicago and First Chicago Delaware, Inc., in their capacities as Trustees of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the New York Stock Exchange or state securities or blue sky
laws. In connection with all of the foregoing, the Sponsor and the Trustees,
solely in their capacities as trustees of the Trust, hereby constitute and
appoint UAL Corporation, as his, her or its, as the case may be, true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Sponsor or such Trustee or in the Sponsor's or such
Trustee's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
the 1934 Act Registration Statement and the Tender Offer Schedules
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and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said attorney- in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Sponsor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes, shall do or cause to be done by
virtue hereof.
5. This Declaration of Trust may be executed in one or
more counterparts.
6. The number of Trustees initially shall be two (2) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase
or decrease the number of Trustees; provided that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty days prior notice to
the Sponsor. The Delaware Trustee shall be a Trustee hereunder for the sole
and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
7. This Declaration of Trust shall be governed by the
laws of the State of Delaware (without regard to conflict of laws principles),
all rights and remedies being governed by such laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
UAL CORPORATION,
as Sponsor
By: /s/ Xxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxx X. Xxxxx
Title: Vice President - Law and
Corporate Secretary
The First National Bank of Chicago,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
First Chicago Delaware Inc.,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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