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Exhibit 4.3
DECLARATION OF TRUST
DECLARATION OF TRUST, dated as of September 19, 1995, between Ford
Motor Company, a Delaware corporation, as Sponsor, and The Bank of New York, a
New York banking corporation, and The Bank of New York (Delaware), a Delaware
banking corporation, as Trustees. The Sponsor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as "Ford Motor Company
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 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 4.5 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-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,
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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 and Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Xxxx Xxxxxx Xxxxxxxx, Inc., X. X. Xxxxxxx & Sons,
Inc., Xxxxxxx, Sachs & Co., Xxxxxx Brothers, PaineWebber 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 Bank of
New York and The Bank of New York (Delaware), 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 each
Trustee, solely in its capacity as Trustee of the Trust, hereby constitutes and
appoints Xxxx X. Xxxxxxxxx, 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 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 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.
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.
FORD MOTOR COMPANY,
as Sponsor
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Secretary
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THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxx Xxxx Xxxxxxxxx
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Name: Xxxx Xxxx Xxxxxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK (Delaware),
as Trustee
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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