1
EXHIBIT 4.2
DECLARATION OF TRUST
OF
BUDGET GROUP CAPITAL TRUST
THIS DECLARATION OF TRUST is made as of June 4, 1998 (the "Declaration of
Trust"), by and among Budget Group, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), The Bank of New York, as trustee (the "Property Trustee"), The
Bank of New York (Delaware), as trustee (the "Delaware Trustee"), and Xxxxx X.
Xxxxx, as trustee, Xxxxxx X. Xxxxxx, as trustee, and Xxxxxxx X. Xxxxxx, as
trustee (collectively, the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees being hereinafter
collectively referred to as the "Trustees"). The Sponsor and The Trustees
hereby agree as follows:
1. The trust created hereby shall be known as Budget Group Capital Trust
(the "Trust"), 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
Trust the sum of $10. 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. Section 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 accordance with the provisions of
the Business Trust Act.
3. An amended and restated Declaration of Trust satisfactory to each
party to it, in such form as the parties thereto may approve, will be entered
into to provide for the contemplated operation of the Trust created hereby and
the issuance of the Capital or 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. Notwithstanding the foregoing, the Trustees may
take all actions deemed proper as are necessary to effect the transactions
contemplated herein.
4. The Sponsor, as the sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare one or more offering memoranda or circular in
preliminary and final form relating to the offering and sale of Capital or
Preferred Securities of the Trust in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and such forms or filings as may be required by the 1933 Act, the
Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of
1939, as amended, in each case relating to the Capital or Preferred Securities
of the Trust; (ii) to file and execute on behalf of the Trust, such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents that shall be
necessary or desirable to register or establish the exemption from registration
of the Capital or Preferred Securities of the Trust under
2
the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iii) to execute and file
an application, and all other applications, statements, certificates,
agreements and other instruments that shall be necessary or desirable, to the
Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market; (iv) to execute and deliver letters or documents to, or instruments for
filing with, a depository relating to the Capital or Preferred Securities of
the Trust; and (v) to execute, deliver and perform on behalf of the Trust one
or more purchase agreements, dealer manager agreements, escrow agreements,
registration rights agreements and other related agreements providing for or
relating to the sale of the Capital or Preferred Securities of the Trust.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Securities and Exchange Commission (the
"Commission"), PORTAL or state securities or "Blue Sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as
trustees of the Trust, are hereby authorized 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 Trustees, in their capacity 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,
PORTAL or state securities or "Blue Sky" laws.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be five and
thereafter the number of trustees of the Trust 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 of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
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 of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Sponsor.
7. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
8. The Sponsor hereby agrees to indemnify the Trustees and any of the
officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") for, and to hold each Indemnified Person harmless against, any
liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.
2
3
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.
BUDGET GROUP, INC.,
as Sponsor
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President, General
Counsel and Secretary
THE BANK OF NEW YORK,
as Property Trustee
By:
---------------------------------------
Name:
Title:
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By:
---------------------------------------
Name:
Title:
/s/ Xxxxx X. Xxxxx
--------------------------------------------
XXXXX X. XXXXX, as Administrative Trustee
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
XXXXXX X. XXXXXX, as Administrative Trustee
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
XXXXXXX X. XXXXXX, as Administrative Trustee
3
4
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.
BUDGET GROUP, INC.,
as Sponsor
By:
---------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Property Trustee
By: /s/ Xxxx Xx Xxxxxx
---------------------------------------
Name: XXXX XX XXXXXX
Title: ASSISTANT VICE PRESIDENT
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Authorized Signatory
--------------------------------------------
XXXXX X. XXXXX, as Administrative Trustee
--------------------------------------------
XXXXXX X. XXXXXX, as Administrative Trustee
--------------------------------------------
XXXXXXX X. XXXXXX, as Administrative Trustee
3
