SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 21, 1994
Rollins Truck Leasing Corp.
(Exact name of registrant as specified in its charter)
Delaware 1-5728 51-0074022
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File number) Identification No.)
One Rollins Plaza, Wilmington, Delaware 19803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 426-2700
<PAGE>
ITEM 5. OTHER EVENTS.
On Monday, March 21, 1994, Registrant sold $60,000,000 of its 7%
Collateral Trust Debentures, Series M, due March 15, 2001, (the "Debentures")
pursuant to the terms of an Underwriting Agreement dated March 14, 1994 and
as set forth on Form S-3 with Registration Statement No. 33-67682.
Registration Statement No. 33-67682 was filed on August 20, 1993 and became
effective on September 8, 1993. A Prospectus and Prospectus Supplement was
filed with the Commission on March 15, 1994. The terms and provisions of the
Debentures as well as the rights of the Debentureholders, the obligations of
the Registrant and the duties of the Trustee are set forth in the
Registrant's Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986 and by the Eighth Supplemental Indenture dated as of May
15, 1990 and as last supplemented by the Twelfth Supplemental Indenture dated
as of March 15, 1994, between the Registrant and Continental Bank, National
Association, as Trustee.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Twelfth Supplemental Indenture dated as of March 15, 1994 to the
Collateral Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of February 20,
1986 and by the Eighth Supplemental Indenture dated as of May 15, 1990,
between the Registrant and Continental Bank, National Association, as
Trustee.
(ii) Underwriting Agreement dated March 14, 1994 between the
Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, covering
the purchase by the Underwriter from the Registrant of $60,000,000 of its 7%
Collateral Trust Debentures, Series M, due March 15, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Rollins Truck Leasing Corp.
DATE: March 21, 1994 BY: /s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
<PAGE>
ROLLINS TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of March 15, 1994
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7% COLLATERAL TRUST DEBENTURES, SERIES M, DUE MARCH 15, 2001
<PAGE>
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series M Debentures 1
Text of Forms:
Form of Face of Series M Debentures 1
Form of Trustee's Authentication Certificate
for Series M Debentures 3
Form of Reverse of Series M Debentures 4
All Things Done 5
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III - Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series M Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series M Debentures 8
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series M Debentures 8
SECTION 4. Original Indenture Ratified 8
SECTION 5. Trustee Not Responsible 8
SECTION 6. Defined Terms 9
SECTION 7. Counterparts 9
SECTION 8. Applicable Law 9
TESTIMONIUM 9
EXECUTION 9
ACKNOWLEDGEMENTS 9
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Twelfth Supplemental Indenture.
i TWELFTH SUPPLEMENTAL INDENTURE (herein called the "Twelfth Supplemental
Indenture"), dated as of March 15, 1994, between Rollins Truck Leasing Corp.,
(formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national
banking association, as Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986 and by an Eighth Supplemental Indenture dated May 15,
1990, (the "Original Indenture"; the Original Indenture, and as supplemented
by this Twelfth Supplemental Indenture, being herein called the "Indenture");
WHEREAS, the Original Indenture provides that the Corporation and the
Trustee may enter into indentures supplemental to the Original Indenture,
among other things, to provide for the issuance from time to time of
debentures (defined in the Original Indenture as "Debentures") of the
Corporation;
WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series M Debentures") to be designated as
"7% Collateral Trust Debentures, Series M, Due March 15, 2001", to be in the
aggregate principal amount of not in excess of $60,000,000;
WHEREAS, the Series M Debentures and the Trustee's certificate to be
endorsed on the Series M Debentures are to be substantially in the following
forms, with necessary or appropriate variations, omissions and insertions as
permitted or required by the Indenture:
(FORM OF FACE OF SERIES M DEBENTURES)
Rollins Truck Leasing Corp.
7% COLLATERAL TRUST DEBENTURE, SERIES M, DUE MARCH 15, 2001
$
No.
Rollins Truck Leasing Corp., a corporation organized and existing under
the laws of the State of Delaware (herein called the "Corporation", which
term shall include any successor corporation to the extent provided in the
Indenture hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the principal sum of
Dollars on March 15, 2001, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for public
and private debts, and to pay interest on said principal sum at the rate of
7% per annum (and at the same rate per annum on any overdue principal and, to
the extent legally enforceable, overdue installment of interest) in like coin
or currency from the fifteenth day of March or September, as the case may be,
to which interest on the Series M Debentures has been paid preceding the date
hereof (unless the date hereof is a March 15 or September 15 to which
interest has been paid, in which case from the date hereof, or unless no
interest has been paid on the Series M Debentures since the original issuance
of this Debenture, in which case from March 15, 1994), semiannually on March
15 and September 15 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after
March 1 or September 1, as the case may be, and before the following March 15
or September 15, this Debenture shall bear interest from such March 15 or
September 15; provided, however, that if the Corporation shall default in the
payment of interest due on such March 15 or September 15, then this Debenture
shall bear interest from the next preceding March 15 or September 15 to which
interest has been paid or, if no interest has been paid on the Series M
Debentures since the original issuance of this Debenture, from March 15,
1994. The interest so payable on any March 15 or September 15 will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Debenture is registered at
the close of business on March 1 or September 1, as the case may be, next
preceding such March 15 or September 15. Payment of the principal of and
interest on this Debenture will be made at the office or agency of the
Corporation in the City of Chicago, Illinois, or in the Borough of Manhattan,
The City of New York, New York; provided, however, that interest may be paid,
at the option of the Corporation, by check mailed to the registered holder
hereof at his address last appearing on the registry books for the Series M
Debentures.
Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory
for any purpose, unless the form of certificate of authentication hereon
shall have been executed by or on behalf of the Trustee (referred to on the
reverse hereof) or a successor trustee thereto under the Indenture.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.
DATED:
Rollins Truck Leasing Corp.
BY:
(Title)
(SEAL)
ATTESTED:
(Title)
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
AUTHORIZED OFFICER
<PAGE>
(FORM OF REVERSE OF SERIES M DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein called
the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to
be issued in one or more series from time to time under and equally secured
by a Collateral Trust Indenture dated as of March 21, 1983, between the
Corporation and Continental Bank, National Association, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture as hereinafter defined), as supplemented and amended by a Third
Supplemental Indenture thereto dated as of February 20, 1986, and by an
Eighth Supplemental Indenture, dated as of May 15, 1990, and as last
supplemented by the Twelfth Supplemental Indenture, dated as of March 15,
1994 (said Indenture, as so supplemented and amended, being herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the property thereby pledged,
the nature and extent of the security, the rights of the holders of the
Debentures in respect of the security, the rights, duties and immunities of
the Trustee and the rights and obligations of the Corporation in respect of
the Debentures, and the terms and conditions upon which the Debentures are,
and are to be, secured. The Debentures may be issued in series, for various
principal sums, may mature at different times, may bear interest at different
rates and may otherwise vary as in the Indenture provided. This Debenture is
one of a series designated as the "7% Collateral Trust Debentures, Series M,
due March 15, 2001" of the Corporation (herein called the "Series M
Debentures"), duly authorized and lawfully issued in an aggregate principal
amount not exceeding $60,000,000 under and secured by the Indenture.
The provisions of the Indenture may be waived, or modified or amended by
supplemental indenture, to the extent and in the manner provided in the
Indenture, but in certain instances only with the consent of the holders of
a majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of
the Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent
of the holder of this Debenture, no such modification or amendment shall be
made so as to (i) extend the fixed maturity of this Debenture or the time of
payment of interest hereon, or reduce or otherwise modify the terms of
payment of the principal of, or the rate of interest on, this Debenture, or
adversely affect the right of the holder hereof to institute suit for the
enforcement of any such payment, (ii) permit the creation of any lien ranking
prior to or on a parity with the lien of the Indenture with respect to, or
terminate the lien of the Indenture on, any of the property covered thereby,
or deprive the holder hereof of the security afforded by the lien of the
Indenture or (iii) reduce the percentage of the aggregate principal amount of
Debentures, or of Series M Debentures, required to authorize any such
modification or amendment or any waiver of any provision of, or default
under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall occur,
the principal of all the Debentures at any such time outstanding under the
Indenture may be declared or may become due and payable upon the conditions
and in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such Event of Default and its
consequences may be waived and such declaration may be rescinded by the
holders of outstanding Debentures in the manner provided in the Indenture.
Any request, demand, authorization, direction, declaration, notice,
consent, waiver or other action by the holder of this Debenture shall bind
the holder of every Debenture issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, in respect of anything done or
suffered to be done by or on behalf of the Trustee or the Corporation in
reliance thereon, whether or not notation of such action is made upon this
Debenture.
The Series M Debentures may not be redeemed prior to maturity.
The transfer of this Debenture may be registered by the registered holder
hereof or by his duly authorized attorney at the office or agency of the
Corporation in the City of Chicago, Illinois, or in the Borough of Manhattan,
the City of New York, New York, upon surrender of this Debenture for
cancellation, accompanied by a written instrument of transfer in a form
approved by the Corporation, duly executed by the registered holder of this
Debenture or by his duly authorized attorney, and thereupon one or more new
Debentures of the same series and aggregate principal amount will be issued
in the name of the transferee or transferees in exchange herefor without
service charge, except that the Corporation may require payment of a sum
sufficient to pay any stamp taxes or other governmental charges that may be
required with respect thereto, as provided in the Indenture.
The person in whose name this Debenture shall be registered shall be
deemed the absolute owner hereof for all purposes, and payment of or on
account of the principal of and interest on, this Debenture shall be made
only to or upon the written order of such registered owner or his duly
authorized attorney. All such payments shall satisfy and discharge the
liability upon this Debenture to the extent of the amounts so paid.
No recourse shall be had for the payment of the principal of, or interest
on, this Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
(END OF FORM OF REVERSE OF SERIES M DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series M Debentures, with such omissions,
insertions and variations as may be authorized and permitted by this
Indenture; and
WHEREAS, all acts and things prescribed by law, by the Articles of
Incorporation and the By-laws of the Corporation, and all other acts and
things necessary to make the Series M Debentures, when executed by the
Corporation, and authenticated and delivered by the Trustee as in this
Twelfth Supplemental Indenture provided, the valid, binding and legal
obligations of the Corporation, and to make this Twelfth Supplemental
Indenture a valid, binding and legal instrument for the security of the
Series M Debentures, in accordance with its terms, have been done and
performed;
NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH:
THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the Debentures
by the holders thereof, of the sum of $10 duly paid by the Trustee to the
Corporation at or before the ensealing and delivery of this Twelfth
Supplemental Indenture and for other valuable consideration, the receipt
whereof is hereby acknowledged, and in order to secure the payment of the
principal of, and premium, if any, and interest on, all Debentures at any
time issued and Outstanding under the Indenture, according to their tenor and
effect, and the performance and observance by the Corporation of all the
covenants and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon and
subject to which the Debentures are, and are to be, issued and secured, has
executed and delivered this Indenture and has granted, bargained, sold,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set
over, confirmed and warranted, and by these presents does grant, bargain,
sell, remise, release, convey, assign, transfer, mortgage, pledge, set over,
confirm and warrant, to the Trustee, and to its successors in the trusts and
its and their assigns forever, with power of sale, all and singular the
following:
GRANTING CLAUSE I
Securities
Note of Rollins Leasing Corp., a Delaware corporation dated March 15,
1994 in the aggregate principal amount of $60,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of March 15, 1994, between the Corporation
and Rollins Leasing Corp., which Loan Agreement shall be in the form attached
hereto as Exhibit A, with such insertions, omissions, substitutions and
variations as the Board of Directors and the Trustee may deem appropriate and
as shall not be inconsistent with the provisions of the Twelfth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of March 15, 1994, of the Loan Agreement
described in Subparagraph A of this Granting Clause II, which Assignment
shall be in the form attached hereto as Exhibit B, with such insertions,
omissions, substitutions and variations as the Board of Directors and the
Trustee may deem appropriate and as shall not be inconsistent with the
provisions of the Twelfth Supplemental Indenture or the Original Indenture.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any and all
security therefor of whatsoever nature, that may, from time to time
hereafter, by delivery or by writing of any kind, be subjected to the lien
hereof by the Corporation or by anyone on its behalf; and the Trustee is
hereby authorized to receive the same as additional security hereunder. Such
subjection to the lien hereof of such securities or other property, including
cash, as additional security hereunder may be made subject to any
reservations, limitations or conditions which shall not be prohibited by this
Indenture and which shall be set forth in a written instrument executed by
the Corporation or the person so acting on its behalf, respecting the use and
disposition of such property or the proceeds thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders from time to time of all the Debentures issued
hereunder and Outstanding, without any priority of any of said Debentures
over any of the others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures are
to be issued, authenticated and delivered, and that all property, including
cash, subject or to become subject hereto is to be held, subject to the
further covenants, conditions, uses and trusts hereinafter set forth, and the
Corporation, for itself and its successors and assigns, hereby covenants and
agrees to and with the Trustee and its successors in said trust for the equal
and proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.
SECTION 1. Series M Debentures: Terms and Provisions. Series M
Debentures shall be designated as "7% Collateral Trust Debentures, Series M,
due March 15, 2001" of the Corporation, and shall have the following terms
and provisions:
(a) Series M Debentures shall be substantially in the form set forth
in the recitals hereto.
(b) The aggregate principal amount of Series M Debentures which may
be issued shall be limited to $60,000,000, except Series M Debentures
issued in exchange for, in lieu of, in substitution for, or upon the
registration of transfer of, other Series M Debentures pursuant to the
provisions of Article II and Section 18.04 of the Original Indenture.
(c) Series M Debentures shall be dated as provided in Section 2.06(b)
of the Original Indenture.
(d) Series M Debentures shall mature March 15, 2001 and shall bear
interest (calculated on the basis of a 360 day year of twelve 30 day
months) as provided in Section 2.06(b) of the Original Indenture, payable
semiannually on March 15 and September 15 in each year, commencing
September 15, 1994, at the rate of 7% per annum until the principal
thereof shall become due and payable (whether at the stated maturity, by
declaration or otherwise), and at the same rate per annum on any overdue
principal, and (to the extent legally enforceable) any overdue
installment of interest. Payment of principal and interest shall be made
at the Corporate Trust Office or at the other office or agency maintained
by the Corporation as provided in Section 7.02(a) of the Original
Indenture, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts; provided, however, that interest may be paid, at the
option of the Corporation, by check mailed to the Person entitled thereto
at his address last appearing on the registry books required to be kept
pursuant to Section 2.05 of the Original Indenture.
(e) Series M Debentures shall be issued in denominations of $1,000
and integral multiples thereof and may be fully printed or printed on
steel engraved borders or fully or partly engraved.
(f) Series M Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series M Debentures. On or
after the date of execution and delivery of the Twelfth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series M Debentures (up to but not exceeding the
aggregate principal amount provided in Section 1 of the Twelfth Supplemental
Indenture) shall be executed by the Corporation and delivered to the Trustee,
and the Trustee shall, upon request, authenticate and deliver such Series M
Debentures upon the written order of the Corporation signed by its President
or one of its Vice Presidents and its Treasurer or Controller, an Assistant
Treasurer or an Assistant Secretary.
SECTION 3. Maintenance of Office or Agency; Authenticating Agent for
Series M Debentures. The provisions of Section 7.02 of the Original
Indenture shall apply in all respects to the Series M Debentures to the same
extent as if the words "Series M Debentures" were substituted for the words
"Series A Debentures" in each place in which the latter quotation was
employed in the aforesaid Section.
SECTION 4. Original Indenture Ratified. The Original Indenture as
amended by the Third Supplemental Indenture dated February 20, 1986 and by
the Eighth Supplemental Indenture dated May 15, 1990, and as supplemented by
this Twelfth Supplemental Indenture is in all respects ratified and confirmed
and the Twelfth Supplemental Indenture and all its provisions shall be deemed
a part thereof in the manner and to the extent herein provided, and the
Original Indenture, as modified in the manner and to the extent herein
provided, shall be deemed a part hereof as though fully set forth herein.
SECTION 5. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the
Twelfth Supplemental Indenture or the due execution hereof by the Corporation
or for or in respect of the recitals and statements contained herein, all of
which are made solely by the Corporation. The Trustee accepts the trusts
created by the Twelfth Supplemental Indenture upon the terms and conditions
hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Twelfth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Twelfth Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; and all such counterparts shall together
constitute but one and the same instrument.
SECTION 8. Applicable Law. The Twelfth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused the Twelfth
Supplemental Indenture to be executed on its behalf by its President or one
of its Vice Presidents and its corporate seal to be hereto affixed and said
seal and this Twelfth Supplemental Indenture to be attested by its Secretary
or Assistant Secretary, and Continental Bank, National Association, in
evidence of its acceptance of the trusts hereby created, has caused this
Twelfth Supplemental Indenture to be executed on its behalf and its corporate
seal to be affixed by one of its Vice Presidents and said seal and this
Indenture to be attested by its Secretary or one of its Trust Officers, as of
March 15, 1994.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:
Vice President-Finance and Treasurer
Attest:
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY:
Attest:
<PAGE>
EXHIBIT A
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of March 15, 1994
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of March 15, 1994
between Rollins Truck Leasing Corp., a corporation organized under the laws
of the State of Delaware (herein called the "Corporation"), and Rollins
Leasing Corp., a corporation organized under the laws of the State of
Delaware (herein called the "Borrower").
WHEREAS, the Borrower desires to borrow from the Corporation, and the
Corporation is willing to lend to the Borrower, a sum not exceeding
$60,000,000, all upon the terms, provisions and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Corporation do hereby agree as follows:
SECTION 1. Certain Definitions. The Corporation proposes to issue
its 7% Collateral Trust Debentures, Series M, due March 15, 2001 (herein
called the "Series M Debentures"), in an aggregate principal amount not
exceeding $60,000,000, pursuant to a Collateral Trust Indenture dated as of
March 21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986, and an Eighth Supplemental Indenture
dated as of May 15, 1990, between the Corporation and Continental Bank,
National Association, as Trustee (the "Original Indenture"; the Original
Indenture, as supplemented by the Twelfth Supplemental Indenture dated as of
March 15, 1994, being herein called the "Indenture"). A copy of the
Indenture has been delivered to the Borrower, receipt of which is hereby
acknowledged.
The term "Note" shall mean the 7% Demand Promissory Note issued by the
Borrower pursuant to this Agreement, substantially in the form attached
hereto as Annex 1.
In addition to the foregoing, the following terms shall in each case have
the same meaning in this Agreement as they have in the Indenture as amended:
"Debentures", "Equipment Indebtedness", "Note", "Outstanding",
"Participating Subsidiary", "Permitted Indebtedness", "Person", "Pledged
Property", "Series M Debentures", "Trustee" and "Vehicle".
SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from
the Borrower the Note in the principal amount of $60,000,000 at a price of
100% of such principal amount.
The sale of the Note will take place promptly after the execution and
delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly executed and
dated March 15, 1994, together with all such assignments, documents and
other instruments as may be required by the Corporation to enable it to
effect the issuance of Series M Debentures referred to in Section 1, and
(b) by the Corporation to the Borrower of a certified or official
bank check or checks in clearing house funds (or in such other form as
shall be acceptable to the Borrower) in an amount equal to $60,000,000;
provided, however, that the obligation of the Corporation to purchase the
Note shall be subject to the condition that, concurrently with the
closing in respect of such purchase, the Corporation shall have issued
and sold, and shall have received payment for, Series M Debentures in an
aggregate principal amount equal to the sum of the principal amount of
the Note.
SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the benefits
to be derived by the Borrower as a result of the sale of the Note, the
Borrower hereby agrees and consents to the pledge and assignment by the
Corporation of the Note and this Agreement to the Trustee under and pursuant
to the Indenture as security for the Debentures Outstanding and to be
Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:
(a) Payment of Principal and Interest. The Borrower will duly and
punctually pay, or cause to be paid, the principal of and interest on,
the Note according to its terms and the terms of this Agreement.
(b) Maintenance of Corporate Existence. Subject to the provisions of
subsection (e) of this Section 4, the Borrower will maintain and preserve
its corporate existence and right to carry on business.
(c) Borrower a Participating Subsidiary; Validity of Note. The
Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Section 4 of the Eighth
Supplemental Indenture dated as of May 15, 1990, and that the Note, when
delivered to the Corporation will be, and when pledged and assigned to
the Trustee as security under the Indenture, will continue to be, a legal
and valid outstanding obligation of the Borrower.
(d) Further Assurance. The Borrower will execute and deliver, or
cause to be executed and delivered, all such additional instruments and
do, or cause to be done, all such additional acts as (i) may be necessary
or proper to carry out the purposes of this Agreement and to subject the
Note to the lien of the Indenture, (ii) may be necessary or proper to
effect the transfer, pledge and assignment of the Note and this Agreement
to the Trustee or to any successor trustee and to confirm the lien of the
Indenture on the Note, (iii) may be necessary or proper in connection
with the granting of the security interest under subsection (f) of this
Section 4 or (iv) the Trustee or the Corporation may reasonably request
for any of the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer or
otherwise dispose of the beneficial interest in all or substantially all
its property or assets, or be a party to any consolidation, merger or
amalgamation; provided, however, that the Borrower may take any such
action or be such a party if:
(i) the surviving corporation (if other than the Borrower), or
the person to whom all, or substantially all, the property and assets
of the Borrower shall have been transferred, sold or otherwise
disposed of, shall execute and deliver to the Corporation and to the
Trustee an agreement of assumption in which such surviving
corporation or person shall expressly assume the due and punctual
payment of the principal of and interest on, the Note, according to
its tenor and effect, and the due and punctual performance and
observance of all the covenants and conditions of the Note and this
Agreement which are to be performed or observed by the Borrower, with
the same effect as if such surviving corporation or person had been
named herein as a party hereto in lieu of the Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no default
shall have occurred and be continuing under this Agreement; and
(iii) all the voting stock of the surviving corporation shall
be owned directly or indirectly by the Corporation.
(f) Creation of Security Interest. The Borrower will not create or
permit to exist any claim, lien, security interest or other encumbrance
on any of its Vehicles, or on its interest as lessor in any lease
agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances for taxes
which are not delinquent or which are being contested in good faith
or of mechanics or materialmen arising in the ordinary course of
business in respect of obligations which are not overdue or which are
being contested in good faith; unless (x) such claim, lien, security
interest or other encumbrance is for the benefit of a holder or
holders of Equipment Indebtedness and (y) prior to or simultaneously
with the inception of any such claim, lien, security interest or
other encumbrance, the Borrower shall have executed and delivered to
a Security Trustee (as hereinafter defined), a security agreement or
security agreements and such other documents as the Security Trustee
may reasonably request, each in form and substance satisfactory to
the Trustee, granting to the Security Trustee the right to perfect a
security interest in such Vehicles of the Borrower, such security
interest, when perfected, to be for the equal and ratable benefit of
the Trustee, as holder of the Notes, and such other holder or holders
of Equipment Indebtedness. Such security agreement or security
agreements may provide, at the option of the Borrower; that the
security interest granted to the Security Trustee shall terminate
upon the termination of all other claims, liens, security interests
and other encumbrances for the benefit of such other holder or
holders of Equipment Indebtedness. The Security Trustee shall be
such Person as may be selected by the Borrower or any such holder of
Equipment Indebtedness and who shall be entitled to act without
qualification or who shall qualify to act as such under the Trust
Indenture Act of 1939.
<PAGE>
SECTION 5. Payments of Principal and Interest. So long as the Note
shall be pledged with the Trustee under the Indenture, any payment of
principal or interest on the Note, or any payments to be made pursuant to
Section 6(a), shall be paid to the Trustee in Chicago Clearing House funds at
least one business day prior to the dates on which the Corporation would be
required to make related payments under the Indenture with respect to the
relevant Debentures. The Trustee shall apply such payments in accordance
with the provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayments Pursuant to Section 7.14 of the Original Indenture.
So long as the Note shall be pledged with the Trustee under the
Indenture, the Borrower shall pay, or cause to be paid, to the Trustee,
as prepayments on the Note, amounts which may be required to be paid by
the Borrower pursuant to Section 7.14 of the Original Indenture. Any
such amounts shall be paid as provided in Section 5 of this Agreement and
shall be applied as payment or prepayment on the Note in accordance with
subsection (c) of this Section 6.
(b) Notice of Certain Prepayments. If the Corporation is required to
make payments pursuant to Section 7.14 of the Original Indenture, the
Corporation shall give notice thereof to the Borrower, which notice shall
state the circumstances under which such payments are to be made. Such
notice shall be given not later than the first date on which the
Corporation is required to give notice to the Trustee or to take any
other action with respect to such payments. Failure to give any such
notice to the Borrower or any defect therein shall not, however, affect
the obligation of the Borrower to make the payments required under
subsection (a) of this Section 6.
(c) Prepayments on Principal Amount of Note. All payments made by
the Borrower, or for the account of the Borrower, pursuant to this
Section 6 shall be applied or credited as prepayments on the principal
amount of the Note on the date such payments are received by the Trustee;
provided, however, that to the extent a portion of such payments or
moneys shall be applied or applicable by the Trustee, directly or
indirectly, towards the payment of any interest or premium in respect of
Debentures, such portion shall not be applied or credited as prepayments
on the principal amount of the Note. It is the intention of this Section
6 that the principal amount of the Note shall be appropriately adjusted
at appropriate times in order that the obligations to pay principal,
premium, if any, and interest contained in all the Notes of all
Participating Subsidiaries shall be sufficient, after giving effect to
any moneys then held by the trustee under Section 9.01 of the Original
Indenture, in the aggregate, to pay all principal, premium, if any, and
interest on all Debentures then Outstanding as the same become due and
payable.
(d) Corporation To Make Certain Payments. When and if the Borrower
shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other action
with respect to the Debentures as shall be required to be made or taken
by the Corporation in accordance with and pursuant to this Agreement and
the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note shall
be pledged with Trustee under the Indenture, payments of principal thereof
and interest thereon, shall be made without need for any presentment of the
Note, but payments of principal shall be noted thereon by the Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note shall
be pledged with Trustee under the Indenture (a) this Agreement may be
modified, altered, supplemented or amended upon the execution and delivery of
a written amendment by the parties hereto pursuant to Article XVIII of the
Original Indenture, (b) any covenant or other condition of this Agreement may
be waived as and to the extent permitted in Section 11.02 of the Original
Indenture and (c) any default under this Agreement and its consequences may
be waived as and to the extent permitted in said Section 11.02 of the
Original Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of the
loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that
the written agreement of the Trustee to indemnify the Borrower shall
constitute such indemnity) and, in the case of any such mutilation, upon
surrender and cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental thereto,
the Borrower shall make and deliver a new Note of like tenor, in lieu of such
lost, stolen or destroyed Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or an
assignee of, this Agreement, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, whether for the
specific performance of any covenant or agreement contained herein or in the
Note or in aid of the exercise of any power granted herein or in the Note, or
may proceed to enforce the payment of the Note after demand, or to enforce
any other legal or equitable right as the holder of the Note, or may proceed
to take any action authorized or permitted under the terms of the Indenture
with respect to the Note or under any applicable law.
SECTION 11. Remedies Cumulative; Delay or Omission Not a Waiver. Every
remedy given hereunder to the holder of the Note shall not be exclusive of
any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given
by statute, law, equity or otherwise. No course of dealing between the
Borrower and the Corporation or the Borrower and the holder of the Note or
any delay or omission on the part of the Corporation or such holder to
exercise any right, remedy or power accruing upon any default hereunder shall
impair any such right, remedy or power or shall be construed to be a waiver
of any such default or of any right of the Corporation or such holder or
acquiescence therein. Every right, remedy and power given hereunder to the
Corporation or to the holder of the Note may be exercised from time to time
and as often as may be deemed expedient by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants, warranties and
agreements contained in this Agreement by or on behalf of the Corporation,
the Borrower or the holder of the Note shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.
<PAGE>
SECTION 13. Notices. All notices, presentments and demands to or upon
the Borrower in respect of the Note or this Agreement may be delivered or
mailed to the Borrower at One Rollins Plaza, PO Box 1791, Wilmington,
Delaware 19899, or at such other address as the Borrower may specify from
time to time in writing to the Corporation and the Trustee.
All notices to or demands upon the Corporation in respect of the Note or
this Agreement shall be delivered or mailed to the Corporation at One Rollins
Plaza, PO Box 1791, Wilmington, Delaware 19899, or at such other address as
the Corporation may specify from time to time in writing to the Borrower and
the Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If the
date of any payment or the giving of any notice under the Note or this
agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to be given or (b) a day on which
banking institutions at the place where payment is to be made or notice is to
be given are authorized by law to remain closed, then such payment or notice
shall be made not later than the next preceding business day which shall not
be a day specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Note should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 17. Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf by its President or one of its Vice Presidents
and its corporate seal to be hereto affixed and said seal and this Agreement
to be attested by its Secretary or one of its Assistant Secretaries, all as
of the day and year first above written.
Rollins Truck Leasing Corp.
BY:
Patrick J. Bagley
Vice President-Finance and
Treasurer
(CORPORATE SEAL)
Attest:
Secretary
Rollins Leasing Corp.
BY:
President
(CORPORATE SEAL)
Attest:
Secretary
<PAGE>
EXHIBIT B
ROLLINS TRUCK LEASING CORP.,
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
AND
ROLLINS LEASING CORP.
ASSIGNMENT OF LOAN AGREEMENT
Dated as of March 15, 1994
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of March 15, 1994, among Rollins
Truck Leasing Corp., a corporation organized under the laws of the State of
Delaware (herein called the "Corporation"), Continental Bank, National
Association, a national banking association, as Trustee under the Indenture
hereinafter referred to (herein called the "Trustee"), and Rollins Leasing
Corp., a corporation organized under the laws of the State of Delaware
(herein called the "Borrower").
WHEREAS, the Trustee is Trustee under a Collateral Trust Indenture dated
as of March 21, 1983, (the "Original Indenture"; the Original Indenture, as
supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986, and by an Eighth Supplemental Indenture dated as of May
15, 1990 and as supplemented by the Twelfth Supplemental Indenture dated as
of March 15, 1994, being herein called the "Indenture"), between the
Corporation and the Trustee under and pursuant to which there are being and
have been issued certain Collateral Trust Debentures of the Corporation
(herein called the "Debentures"); and
WHEREAS, pursuant to a Loan Agreement (herein called the "Loan
Agreement") dated as of March 15, 1994, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $60,000,000, which is evidenced by a 7% Demand
Promissory Note from the Borrower to the Corporation in the principal amount
of $60,000,000 (herein called the "Note"); and
WHEREAS, in order to secure the payment of the principal of, and premium,
if any, and interest on, all Debentures at any time issued and outstanding
under the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to be
observed and performed, the Corporation has endorsed, assigned and delivered
to the Trustee the Note and is required to assign to the Trustee the Loan
Agreement;
NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:
1. The Corporation hereby assigns to the Trustee all the right,
title and interest of the Corporation in, to and under the Loan Agreement
in order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and outstanding under
the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to
be observed and performed.
2. The Trustee will hold the Loan Agreement and the Note and the
right, title and interest of the Corporation therein in accordance with,
and subject to, the terms of the Indenture.
3. The Borrower acknowledges notice of, and consents to, the
assignment of the Loan Agreement and the Note and of the right, title and
interest of the Corporation therein, all as provided in, and subject to
the terms of, the Indenture and this Assignment.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment
to be executed on its behalf by its President or one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
said seal and this Assignment to be attested by its Secretary or one of its
Assistant Secretaries or Trust Officers, all as of the day and year first
above written.
Rollins Truck Leasing Corp.
BY:
Patrick J. Bagley
Vice President-Finance
and Treasurer
(CORPORATE SEAL)
Attest:
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee,
BY:
(Title)
(CORPORATE SEAL)
Attest:
(Title)
Rollins Leasing Corp.
BY:
President
(CORPORATE SEAL)
Attest:
Secretary
<PAGE>
Rollins Truck Leasing Corp.
Underwriting Agreement
March 14, 1994
Underwriter Listed on Schedule II
Dear Sirs:
Rollins Truck Leasing Corp., a Delaware corporation (the
"Company"), proposes to issue and sell to you (sometimes referred to
herein as the "Underwriter"), the principal amount of its securities
identified in Schedule I hereto to be issued under a Collateral Trust
Indenture, dated as of March 21, 1983 as amended by the Third
Supplemental Indenture thereto, dated as of February 20, 1986 and the
Eighth Supplemental Indenture thereto dated as of May 15, 1990, and
as supplemented by the Twelfth Supplemental Indenture thereto, to be
dated as of March 15, 1994 (the "Indenture"), between the Company and
Continental Bank National Association (formerly Continental Illinois
National Bank and Trust Company of Chicago) as trustee (the
"Trustee"). All or part, as the context may require, of such
securities are hereinafter called the "Securities".
1. Sale and Purchase of the Securities. The Company agrees to
sell to you, and you, on the basis of the representations, warranties
and agreements herein contained, but subject to the terms and
conditions herein stated, agree to purchase from the Company, at the
purchase price set forth in Schedule I hereto, the principal amount
of Securities also set forth in Schedule I hereto.
2. Payment and Delivery. Delivery by the Company of the
Securities to you and payment by you therefor by bank wire transfer
of immediately available funds to the Company shall take place at the
office, on the date and at the time specified in Schedule I hereto,
which date and time may be postponed by agreement between you and the
Company or as provided in Section 10 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").
The Securities shall be registered in such names and shall be in
such denominations as you shall request at least three full business
days before the Closing Date and shall be made available to you for
checking and packaging, at such place as is designated by you, at
least one full business day before the Closing Date.
3. Registration Statement and Prospectus. The Company represents
and warrants to you that the Company meets the requirements for the
use of Form S-3 under the Securities Act of 1933 (the "Securities
Act") and the rules and regulations adopted thereunder, and has
carefully prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3
(the file number of which is set forth in Schedule I hereto), which
has become effective, for the registration under the Securities Act
of the Securities. Such registration statement, as amended at the
date of this Agreement, meets the requirements set forth in Rule 415
(a)(1)(x) under the Securities Act and complies in all other material
respects with such Rule. The Company proposes to file with the
Commission pursuant to Rule 424 under the Securities Act ("Rule 424")
a supplement to the form of prospectus included in such registration
statement relating to the Securities and the plan of distribution
thereof and has previously advised you of all further information
(financial and other) with respect to the Company to be set forth
therein. Such registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in
which it shall be filed with the Commission pursuant to Rule 424
(including the Basic Prospectus as so supplemented) is hereinafter
called the "Final Prospectus". Any preliminary form of the Final
Prospectus which has heretofore been filed pursuant to Rule 424 is
hereinafter called the "Interim Prospectus". Any reference herein to
the Registration Statement, the Basic Prospectus, any Interim
Prospectus or the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange Act
of 1934 (the "Exchange Act") on or before the date of this Agreement,
or the issue date of the Basic Prospectus, any Interim Prospectus or
the Final Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any Interim Prospectus
or the Final Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus, any Interim
Prospectus or the Final Prospectus, as the case may be, and deemed to
be incorporated therein by reference.
The Company hereby confirms that you and the dealers have been
authorized to distribute or cause to be distributed any Interim
Prospectus and are authorized to distribute the Final Prospectus (as
from time to time amended or supplemented if the Company furnishes
amendments or supplements thereto to you and the dealers).
4. Representations. The Company represents to you as follows:
(a) The Commission has not issued an order preventing or
suspending the use of the Basic Prospectus or any Interim
Prospectus.
(b) The Basic Prospectus and any Interim Prospectus have
complied in all material respects with the requirements of the
Securities Act and of the rules and regulations adopted thereunder
and, as of their respective dates, did not include any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements, in light of the circumstances
under which they were made, not misleading.
(c) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424, when, before the Closing Date, any
amendment to the Registration Statement becomes effective, when,
before the Closing Date, any document incorporated by reference
in the Registration Statement is filed with the Commission, when
any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (1) the Registration
Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, and
the Indenture will comply in all material respects with the
applicable requirements of the Securities Act, the Trust Indenture
Act of 1939 (the "Trust Indenture Act") and the Exchange Act and
the respective rules and regulations adopted thereunder and (2)
neither the Registration Statement, as amended as of any such
time, nor the Final Prospectus, as amended or supplemented as of
any such time, will contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no
representations as to (1) that part of the Registration Statement
which shall constitute the Statement of Eligibility and
Qualification on Form T-1 of the Trustee under the Trust Indenture
Act, except statements or omissions in such Statement made in
reliance upon information furnished in writing to the Trustee by
or on behalf of the Company for use therein or (2) statements or
omissions in the Registration Statement or the Final Prospectus
(or in amendments or supplements thereto) made in reliance upon
information furnished in writing to the Company by you expressly
for use therein.
(d) The certificate delivered pursuant to paragraph (e) of
Section 5 hereof and all other documents delivered by the Company
or its representatives in connection with the issuance and sale
of the Securities were on the dates on which they were delivered,
or will be on the dates on which they are to be delivered, in all
material respects true and complete.
5. Conditions of the Underwriter's Obligations. The obligations
of the Underwriter hereunder are subject to the following conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 not later than 5:00 p.m. New York
City time on the business day after the date hereof.
(b) No order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall be in effect and
no proceedings for such purpose shall be pending before or
threatened by the Commission.
(c) Since the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, (1)
there shall not have been any material change in the capital stock
or long-term debt of the Company and its subsidiaries, (2) there
shall not have been any material adverse change in the general
affairs, management, financial position or results of operations
of the Company and its subsidiaries taken as a whole, whether or
not arising from transactions in the ordinary course of business,
in each case other than as set forth in or contemplated by the
Final Prospectus and (3) the Company and its subsidiaries shall
not have sustained any material loss or interference with their
business taken as a whole from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor
dispute or any court or legislative or other governmental action,
order or decree that is not set forth in the Final Prospectus if,
in the judgment of the Underwriter, any such development referred
to in clause (1), (2) or (3) above makes it impracticable or
inadvisable to proceed with the offering or the delivery of the
Securities as contemplated by the Registration Statement and the
Final Prospectus.
(d) The representations of the Company contained herein shall
be true and correct as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed
before the Closing Date, as of the date of the filing of any
document incorporated by reference therein before the Closing Date
and on and as of the Closing Date, and the Company shall have
performed all covenants and agreements herein contained to be
performed on its part at or before the Closing Date.
(e) You shall have received on the Closing Date a certificate,
dated the Closing Date, of the Chairman of the Board or the
President and the principal financial or accounting officer of the
Company, which shall certify that (1) no order suspending the
effectiveness of the Registration Statement or prohibiting the
sale of the Securities has been issued and no proceedings for such
purpose are pending before or, to the knowledge of such officers,
threatened by the Commission and (2) the representations of the
Company contained herein are true and correct on and as of the
Closing Date with the same effect as if made on the Closing Date
and the Company has performed all agreements herein contained to
be performed on its part at or before the Closing Date.
(f) You shall have received on the Closing Date a signed
letter from the firm of accountants identified in Exhibit A
hereto, dated the Closing Date, substantially in the form of such
Exhibit.
(g) You shall have received on the Closing Date from the
counsel for the Company identified in Exhibit B hereto, an
opinion, dated the Closing Date, substantially identical to the
proposed form of opinion set forth in such Exhibit.
(h) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's
debt securities by Moody's Investors Service, Inc. or Standard &
Poor's Corporation from those in effect at the date of this
Agreement nor shall Moody's Investors Services Inc. or Standard
and Poor's Corporation have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of the Company's debt securities.
(i) You shall have received on the Closing Date from Cravath,
Swaine & Moore, counsel for the Underwriter, an opinion, dated the
Closing Date, with respect to the Company, the Indenture, the
Securities, the Registration Statement, the Final Prospectus and
this Agreement and the form and sufficiency of all proceedings
taken in connection with the authorization, sale and delivery of
the Securities. Such opinion and proceedings shall be reasonably
satisfactory in all respects to you, and the Company shall have
furnished to counsel for the Underwriters such documents as they
may reasonably request for the purpose of enabling them to render
such opinion.
6. Additional Agreements. The Company agrees with you as
follows:
(a) Before the termination of the offering of the Securities,
not to file any amendment of the Registration Statement or
supplement (including the Final Prospectus) to the Basic
Prospectus unless the Company has first submitted a copy thereof
to you within a reasonable period of time before filing and not
to file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company
promptly will cause the Final Prospectus to be filed with the
Commission pursuant to Rule 424.
(b) As soon as the Company is advised thereof, to advise you
(1) when the Final Prospectus shall have been filed with the
Commission pursuant to Rule 424, (2) when any amendment to the
Registration Statement relating to the Securities shall have
become effective, (3) of the initiation or threatening by the
Commission of any proceedings for the issuance of any order
suspending the effectiveness of the Registration Statement or the
qualification of the Indenture, (4) of the receipt by the Company
or any representative of or attorney for the Company of any other
communication from the Commission relating to the Company, the
Registration Statement, the Basic Prospectus, any Interim
Prospectus or the Final Prospectus and (5) of the receipt by the
Company or any representative of or attorney for the Company of
any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose.
The Company will make every reasonable effort to prevent the
issuance of any order suspending the effectiveness of the
Registration Statement or the qualification of the Indenture and,
if any such order is issued, to obtain as soon as possible the
lifting thereof.
(c) To deliver to you, without charge, (1) signed copies of
the Registration Statement and each amendment thereto which shall
become effective on or before the Closing Date (including all
exhibits filed with, or incorporated by reference in, any such
document) and (2) as many conformed copies of the Indenture and
the Registration Statement and of each amendment thereto which
shall become effective on or before the Closing Date (excluding
exhibits) as you may reasonably request.
(d) During such period as a prospectus is required by law to
be delivered by an Underwriter or dealer, to deliver, without
charge, to you and to such dealers, at such office or offices as
you may designate, as many copies of any Interim Prospectus and
the Final Prospectus as you may reasonably request.
(e) During the period in which copies of the Final Prospectus
are to be delivered as provided in paragraph (d) of this Section
6, if any event occurs as a result of which it shall be necessary
to amend or supplement the Final Prospectus in order to ensure
that no part of the Final Prospectus contains any untrue statement
of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances
existing when the Final Prospectus is to be delivered to a
purchaser, not misleading, forthwith to prepare, submit to you
pursuant to paragraph (a) of this Section 6, file with the
Commission and deliver, without charge, to you and to dealers
(whose names and addresses you will furnish to the Company) to
whom Securities may have been sold by you, and to other dealers
upon request, either amendments or supplements to the Final
Prospectus so that the statements in the Final Prospectus, as so
amended or supplemented, will comply with the standard set forth
in this paragraph (e). Delivery by you of any such amendments or
supplements to the Final Prospectus shall not constitute a waiver
of any of the conditions set forth in Section 5 hereof.
(f) To make generally available to the Company's security
holders, as soon as practicable but in no event later than 60 days
after the end of the 12-month period beginning at the end of the
current fiscal quarter of the Company, an earnings statement
(which need not be audited) of the Company and its subsidiaries
that satisfies the provisions of Section 11(a) of the Securities
Act.
(g) To take such action as you may request in order to qualify
the Securities for offer and sale under the securities or "blue
sky" laws of such jurisdictions as you may reasonably request;
provided, however, that in no event shall the Company be obligated
to subject itself to taxation or to qualify to do business in any
jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other
than those arising out of the offering or sale of the Securities,
in any jurisdiction where it is not now so subject.
(h) For so long as any of the Securities remain outstanding,
to supply to you copies of such financial statements and other
periodic and special reports as the Company may from time to time
distribute to the holders of any class of its capital stock and
to furnish to you copies of each annual or other report the
Company shall be required to file with the Commission.
(i) To pay, or reimburse if paid by you, whether or not the
transactions contemplated hereby are consummated or this Agreement
is terminated, all costs and expenses incident to the performance
of the obligations of the Company under this Agreement, including
those relating to (1) the preparation, printing and filing of the
Registration Statement and exhibits thereto, the Basic Prospectus,
any Interim Prospectus and the Final Prospectus, all amendments
and supplements to the Registration Statement, any Interim
Prospectus and the Final Prospectus and the printing of the
Indenture and this Agreement, (2) the issuance of the Securities
and the preparation and delivery of certificates for the
Securities, (3) the registration or qualification of the
Securities for offer and sale under the securities or "blue sky"
laws of the various jurisdictions referred to in paragraph (g) of
this Section 6 and the determination of the legality of the
Securities for investment, including the fees and disbursements
of your counsel in connection therewith and the preparation and
printing of "blue sky" memoranda and legal investment memoranda,
(4) the furnishing to you of copies of any Interim Prospectus and
the Final Prospectus and all amendments or supplements to any
Interim Prospectus and the Final Prospectus, and of the several
documents required by this Section 6 to be so furnished, including
costs of shipping and mailing, (5) any fees required by the
National Association of Securities Dealers, Inc. in connection
with its review of corporate financings, (6) the furnishing to you
of copies of all reports and information required by paragraph (h)
of this Section 6, including costs of shipping and mailing, (7)
the fees charged by rating agencies in connection with the rating
of the Securities, (8) the fees and expenses of the Trustee, (9)
all transfer taxes, if any, with respect to the sale and delivery
of the Securities by the Company and (10) the fee, if any, for
listing the Securities on any national securities exchange.
(j) For a period ending on the later of the Closing Date or
the date on which any price restrictions on the sale of the
Securities are terminated, not to offer or sell, or announce the
offering of, any debt securities, without your prior written
consent.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter
within the meaning of Section 15 of the Securities Act against any
and all losses, claims, damages and liabilities, joint or several
(including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they,
or any of them, may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus, any
Interim Prospectus or the Final Prospectus, or such amendment or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as
any such untrue statement or omission or alleged untrue statement
or omission was made in (1) the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, or
such amendment or supplement, in reliance upon and in conformity
with information furnished in writing to the Company by the
Underwriter expressly for use therein or (2) that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification on Form T-1 of the Trustee under the
Trust Indenture Act, except statements or omissions in such
Statement made in reliance upon information furnished in writing
to the Trustee by or on behalf of the Company for use therein;
provided, however, that such indemnity with respect to the Basic
Prospectus or any Interim Prospectus shall not inure to the
benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any such loss, claim,
damage or liability purchased Securities that are the subject
thereof if such person did not receive a copy of the Final
Prospectus (not including the documents incorporated therein by
reference) at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is
required by the Securities Act and the untrue statement or
omission of a material fact contained in the Basic Prospectus or
any Interim Prospectus was corrected in the Final Prospectus,
unless such failure to deliver the Final Prospectus was a result
of noncompliance by the Company with paragraph (d) of Section 6
hereof.
(b) The Underwriter agrees to indemnify and hold harmless the
Company, each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act, each director of the
Company and each officer of the Company who signs the Registration
Statement to the same extent as the foregoing indemnity from the
Company to the Underwriter, but only insofar as such losses,
claims, damages or liabilities arise out of or are based upon any
untrue statement or omission or alleged untrue statement or
omission that was made in the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, or any
amendment or supplement thereto, in reliance upon and in
conformity with information furnished in writing to the Company
by the Underwriter expressly for use therein; provided, however,
that the obligation of the Underwriter to indemnify the Company
hereunder shall be limited to the total price at which the
Securities purchased by the Underwriter hereunder were offered to
the public. The Company acknowledges that the statements set
forth in the last paragraph of the cover page and under the
heading "Underwriting" or "Plan of Distribution" in any Interim
Prospectus or the Final Prospectus constitute the only information
furnished in writing by or on behalf of the Underwriter for
inclusion in the documents referred to in the foregoing indemnity
and you confirm that such statements are correct.
(c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
any such party in respect of which a claim is to be made against
an indemnifying party under this Section 7, notify each such
indemnifying party of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served, but the
omission so to notify such indemnifying party of any such action,
suit or proceeding shall not relieve it from any liability that
it may have to any indemnified party otherwise than under this
Section 7. In case any such action, suit or proceeding shall be
brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, such indemnifying
party or parties shall be entitled to participate in, and, to the
extent that it or they shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party or parties to such
indemnified party of its or their election so to assume the
defense thereof, the indemnifying party or parties shall not be
liable to such indemnified party for any legal or other expenses,
other than reasonable costs of investigation subsequently incurred
by such indemnified party in connection with the defense thereof.
The indemnified party shall have the right to employ separate
counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless
(1) the employment of counsel by such indemnified party has been
authorized by the indemnifying party or parties, (2) the
indemnified party shall have reasonably concluded that there may
be a conflict of interest between the indemnifying party or
parties and the indemnified party in the conduct of the defense
of such action (in which case the indemnifying party or parties
shall not have the right to direct the defense of such action on
behalf of the indemnified party) or (3) the indemnifying party or
parties shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and
expenses of separate counsel for the indemnified party shall be
at the expense of the indemnifying party or parties. An
indemnifying party shall not be liable for any settlement of any
action or claim effected without its written consent.
8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided
for in paragraph (a) of Section 7 hereof is applicable but for any
reason is held to be unavailable from the Company, the Company and the
Underwriter shall contribute to the aggregate losses, claims, damages
and liabilities (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claims asserted, but after deducting
any contribution received by the Company from persons other than the
Underwriter, such as persons who control the Company within the
meaning of the Securities Act, officers of the Company who signed the
Registration Statement and directors of the Company, who may also be
liable for contribution) to which the Company and the Underwriter may
be subject in such proportion so that the Underwriter is responsible
for that portion represented by the percentage that the underwriting
discount (the difference between the aggregate of the price or prices
at which the Securities are sold by the Underwriter and the purchase
price of the Securities set forth in Schedule I hereto) bears to the
sum of such discount and the purchase price of the Securities set
forth in Schedule I thereto and the Company is responsible for the
balance; provided, however, that (a) in no case shall the Underwriter
(except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting discount applicable to the
Securities purchased by the Underwriter hereunder and (b) no person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person, if any, who controls the
Underwriter within the meaning of the Securities Act shall have the
same rights to contribution as such Underwriter, and each person, if
any, who controls the Company within the meaning of the Securities
Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to
clauses (a) and (b) of this Section 8. Any party entitled to
contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or
parties under this Section 8, notify such party or parties from whom
contribution may be sought, but the omission so to notify such party
or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may
have hereunder or otherwise than under this Section 8. No party shall
be liable for contribution with respect to any action or claim settled
without its written consent.
9. Termination. This Agreement may be terminated by you by so
notifying the Company (in writing or by telephone or telegraph
confirmed in writing) at any time,
(a) prior to the earliest of (1) 11:00 a.m., New York City
time, on the business day following the day when the Final
Prospectus shall have been filed with the Commission pursuant to
Rule 424, (2) the time of release by the Underwriter for
publication of the first newspaper advertisement that is
subsequently published with respect to the Securities and (3) the
time when the Securities are first generally offered by the
Underwriter to dealers by letter or telegram;
(b) at or prior to the Closing Date if, in your judgment
proceeding with the public offering or payment for and delivery
of the Securities is rendered impracticable or inadvisable because
(1) additional material governmental restrictions, not in force
and effect on the date hereof, shall have been imposed upon
trading in securities generally or minimum or maximum prices shall
have been generally established on the New York Stock Exchange,
or trading in securities generally shall have been suspended on
such Exchange or a general banking moratorium shall have been
established by Federal or New York State authorities, (2) any
event shall have occurred or shall exist which makes untrue or
incorrect in any material respect any material statement or
information contained in the Registration Statement or the Final
Prospectus or which is not reflected in the Registration Statement
or the Final Prospectus but should be reflected therein in order
to make the statements or information contained therein not
misleading in any material respect or (3) there shall have
occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war or other
calamity or crisis that affects adversely the marketability of the
Securities; or
(c) at or prior to the Closing Date, if any of the conditions
specified in Section 5 hereof shall not have been fulfilled when
and as required by this Agreement.
If this Agreement is terminated pursuant to any of the provisions
hereof, the Company shall not be under any liability (except as
otherwise provided herein) to you and you shall not be under any
liability to the Company, except that (a) if this Agreement is
terminated by you because of any failure or refusal on the part of the
Company to comply with the terms or to fulfill any of the conditions
of this Agreement, the Company will reimburse you for all reasonable
out-of-pocket expenses (including the fees and disbursements of your
counsel) incurred by you and (b) if you have failed or refused to
purchase the Securities agreed to be purchased by you hereunder,
without some reason sufficient to justify your cancellation or
termination of your obligations hereunder, you shall not be relieved
of liability to the Company for damages occasioned by your default.
10. Default of Underwriter. If you shall fail (other than for a
reason sufficient to justify the termination of this Agreement) to
purchase on the Closing Date the Securities agreed to be purchased by
you, you may find one or more substitute underwriters to purchase such
Securities or make such other arrangements as you may deem advisable
within 24 hours after the Closing Date.
The provisions of this Section 10 shall not in any way affect your
liability arising out of a default. A substitute underwriter
hereunder shall become an Underwriter for all purposes of this
Agreement.
11. Miscellaneous. The reimbursement, indemnification and
contribution agreements contained in Sections 6(i), 7 and 8 hereof and
the representations and agreements of the Company in this Agreement
shall remain in full force and effect regardless of (a) any
termination of this Agreement except insofar as such termination
renders the performance of such agreements, other than those in
Section 6(i), 7 and 8, inappropriate, (b) any investigation made by
or on behalf of the Underwriter or controlling person or by or on
behalf of the Company or any controlling person, director or officer
and (c) delivery of and payment for the Securities under this
Agreement.
This Agreement has been and is made solely for the benefit of the
Underwriter and the Company, and their respective successors and
assigns, and, to the extent expressed herein, for the benefit of
persons controlling the Underwriter or the Company, directors and
officers of the Company and their respective successors and assigns,
and no other person, partnership, association or corporation shall
acquire or have any right under or by virtue of this Agreement. The
term "successors and assigns" shall not include any purchaser of
Securities from the Underwriter merely because of such purchase.
All notices and communications hereunder shall be in writing and
mailed or delivered, or by telephone or telegraph if subsequently
confirmed in writing, to you at the address specified in Schedule I
hereto, and to the Company at One Rollins Plaza, 2200 Concord Pike,
Wilmington, Delaware 19803, attention John C. Peet, Jr., Esq., Vice
President-General Counsel and Secretary.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
Please confirm that the foregoing correctly sets forth the
agreement between us.
Very truly yours,
ROLLINS TRUCK LEASING CORP.
By:____________________________
(Title)
Confirmed:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
_______________________________________
By:___________________________________
(Title)
<PAGE>
SCHEDULE I
Underwriting Agreement dated March 14, 1994
Registration Statement No. 33-67682
Underwriter:
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281
Attn: Mark Schulte
Title, Purchase Price and Description of Securities:
Title: 7% Collateral Trust Debentures, Series M, due March 15,
2001
Principal amount: $60,000,000
Purchase price: $59,346,600 plus accrued interest from March 15,
1994, if any
Redemption provisions: Not redeemable prior to maturity
Other provisions: Dated March 15, 1994; interest payable March
15 and September 15 in each year commencing
September 15, 1994; accrued interest from
March 15, 1994
Closing Date, Time and Location: 10:00 a.m., March 21, 1994,
Cravath, Swaine & Moore, 825
Eighth Avenue, New York, New York
10019
Delayed Delivery Arrangements: None
Fee: N/A
Minimum principal amount of each contract: N/A
Maximum aggregate principal amount of all contracts: N/A
<PAGE>
SCHEDULE II
Principal
Amount
of
Securities
to be
Underwriter Purchased
Merrill Lynch & Co. $60,000,000
Total $60,000,000
<PAGE>
EXHIBIT A
At the Closing Date,* the Company's Independent Accountants shall
furnish to the Underwriter a letter or letters (which may refer to
letters previously delivered to the Underwriter), dated as of the
Closing Date, in form and substance satisfactory to the Underwriter,
confirming that they are independent accountants within the meaning
of the Securities Act and the Exchange Act and the respective
applicable published rules and regulations thereunder, that the
response to Item 10 of the Registration Statement is correct insofar
as it relates to them and stating in effect that:
(a) in their opinion the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on
by them comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder with respect to
financial statements and financial statement schedules included
or incorporated in annual reports on Form 10-K under the Exchange
Act;
(b) on the basis of a reading of the "Five Year Selected
Financial Data" included or incorporated in the Registration
Statement and the Final Prospectus and the latest unaudited
financial statements made available by the Company and its
subsidiaries; carrying out certain specified procedures (but not
an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
stockholders, directors and executive committees of the Company
and Rollins Leasing Corp.; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to transactions
and events subsequent to the date of the most recent financial
statements included or incorporated in the Registration Statement
and the Final Prospectus, nothing came to their attention which
caused them to believe that:
(1) the amounts in the unaudited "Summary Financial
Data", if any, included or incorporated in the Final
Prospectus, the amounts in the unaudited "Five Year
Selected Financial Data" included or incorporated in the
Registration Statement and the Final Prospectus, do not
agree with the corresponding amounts in the audited
financial statements from which such amounts were derived;
(2) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply as to form in all material
respects with applicable accounting requirements and with
the published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange Act; and
said unaudited financial statements are not fairly
presented (except as permitted by Form 10-Q) in conformity
with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited
financial statements included or incorporated in the
Registration Statement and the Final Prospectus;
(3) with respect to the period subsequent to the date
of the most recent financial statements included or
incorporated in the Registration Statement and the Final
Prospectus, there were any changes, at a specified date not
more than five business days prior to the date of the
letter, in the equipment financing obligations or the long-
term debt of the Company and its subsidiaries consolidated
or capital stock of the Company or decreases in the
consolidated shareholders' equity of the Company and its
subsidiaries as compared with the amounts shown on the most
recent consolidated balance sheet included or incorporated
in the Registration Statement and the Final Prospectus, or
for the period from the date of the most recent financial
statements included or incorporated in the Registration
Statement and the Final Prospectus to such specified date
there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated
earnings before interest expenses, earnings of spun-off
operations and taxes on income, or in total or per share
amounts of net earnings from continuing operations, of the
Company and its subsidiaries, except in all instances for
changes or decreases set forth in such letter, in which
case the letter shall be accompanied by an explanation by
the Company as to the significance thereof unless said
explanation is not deemed necessary by the Underwriter; and
(c) they have performed certain other specified procedures
as a result of which they determined that certain information of
an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Final Prospectus, as
amended or supplemented, and in Exhibit 12 to the Registration
Statement, including the information included or incorporated in
Items 1,6 and 7 of the Company's Annual Report on Form 10-K
incorporated therein or in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included or
incorporated in any of the Company's Quarterly Reports on Form
10-Q incorporated therein, agrees with the accounting records of
the Company and its subsidiaries, excluding any questions of
legal interpretation.
____________
* All capitalized terms used herein shall have the meanings
ascribed to them in the Underwriting Agreement of which this Exhibit
A is a part.
<PAGE>
EXHIBIT B
The Company* shall furnish to the Underwriter the opinion of John
C. Peet, Jr., Esq., Vice President-General Counsel and Secretary of
the Company, dated the Closing Date, to the effect that:
(i) each of the Company and Rollins Leasing Corp. (the
"Subsidiary") has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized, with full
corporate power and authority to own its properties and conduct
its business as described in the Final Prospectus, and is duly
qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business;
(ii) all the outstanding shares of capital stock of the
Subsidiary have been duly and validly authorized and issued and
are fully paid and nonassessable, and all outstanding shares of
capital stock of the Subsidiary are owned by the Company either
directly or through wholly-owned subsidiaries free and clear of
any perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) the Company's authorized equity capitalization is
as set forth in the Final Prospectus; the Securities conform to
the description thereof contained in the Final Prospectus; and,
if the Securities are to be listed on the New York Stock
Exchange, authorization therefor has been given, subject to
official notice of issuance and evidence of satisfactory
distribution, or the Company has filed a preliminary listing
application and all required supporting documents with respect
to the Securities with the New York Stock Exchange and such
counsel has no reason to believe that the Securities will not be
authorized for listing, subject to official notice of issuance
and evidence of satisfactory distribution;
(iv) the Collateral Trust Indenture dated as of March 21,
1983 as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986 and an Eighth
Supplemental Indenture thereto dated May 15, 1990 (the "Original
Indenture"), between the Company and Continental Bank National
Association, as Trustee, and the Twelfth Supplemental Indenture
dated as of March 15, 1994 (the "Twelfth Supplemental Indenture")
to the Original Indenture, have been duly authorized, executed
and delivered, have been duly qualified under the Trust Indenture
Act of 1939, and constitute legal, valid and binding instruments
enforceable against the Company in accordance with their terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in
effect), and the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of
the Original Indenture, as supplemented by the Twelfth
Supplemental Indenture (the "Indenture"), and delivered to and
paid for by the Underwriter pursuant to the Underwriting
Agreement of which this Exhibit B is a part (the "Underwriting
Agreement"), will constitute legal, valid and binding obligations
of the Company entitled to the benefits of the Indenture;
(v) to the best knowledge of such counsel,there is no
pending or threatened action, suit or proceeding before any court
or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries, of a character
required to be disclosed in the Registration Statement which is
not adequately disclosed in the Final Prospectus, and there is
no franchise, contract or other document of a character required
to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements included
or incorporated in the Final Prospectus describing any legal
proceedings or material contracts or agreements relating to the
Company fairly summarize such matters;
(vi) the Registration Statement and any amendments thereto
have become effective under the Securities Act; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement, as amended, has been
issued; no proceedings for that purpose have been instituted or
threatened; the Registration Statement, the Final Prospectus and
each amendment thereof or supplement thereto as of their
respective effective or issue dates (other than the financial
statements and other financial and statistical information
contained therein as to which such counsel need express no
opinion) complied as to form in all material respects with the
applicable requirements of the Securities Act and the Exchange
Act and the respective rules and regulations adopted thereunder,
and such counsel has no reason to believe that the Registration
Statement, or any amendment thereof, at the time it became
effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading or
that the Final Prospectus, as amended or supplemented, includes
any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
(vii) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company;
(viii) no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated in the Underwriting
Agreement, except such as have been obtained under the Securities
Act and such as may be required under the "blue sky" laws of any
jurisdiction in connection with the purchase and distribution of
the Securities by the Underwriter and such other approvals
(specified in such opinion) as have been obtained;
(ix) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions contemplated in the
Underwriting Agreement nor the fulfillment of the terms of the
Underwriting Agreement will conflict with, result in a breach of,
or constitute a default under the charter or bylaws of the
Company or the terms of any indenture or other agreement or
instrument known to such counsel and to which the Company or any
of its subsidiaries is a party or bound, or any order or
regulation known to such counsel to be applicable to the Company
or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to
the registration of such securities under the Registration
Statement.
In rendering such opinion, such counsel may rely (A) as to
matters involving the applications of laws of any jurisdiction other
than the State of Delaware or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriter; and (B) as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials.
____________
* All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Underwriting Agreement
of which this Exhibit B is a part.
