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) May 16, 1995
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, May 15, 1995, Registrant sold $50,000,000 of its 7.25%
Collateral Trust Debentures, Series O, due May 15, 2005, (the "Debentures")
pursuant to the terms of an Underwriting Agreement dated May 9, 1995 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 Supplement was filed with the Commission on
May 11, 1995. 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 Fourteenth Supplemental Indenture dated as of May 15,
1995, between the Registrant and Bank of America Illinois, as Trustee.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Fourteenth Supplemental Indenture dated as of May 15, 1995 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 Bank of America Illinois (formerly known as
Continental Bank, National Association), as Trustee.
(ii) Underwriting Agreement dated May 9, 1995 between the
Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, covering
the purchase by the Underwriter from the Registrant of $50,000,000 of its
7.25% Collateral Trust Debentures, Series O, due May 15, 2005.
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: May 16, 1995 BY: /s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
Rollins Truck Leasing Corp.
Underwriting Agreement
May 9, 1995
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 Fourteenth Supplemental Indenture thereto, to
be dated as of May 15, 1995 (the "Indenture"), between the Company and
Bank of America Illinois, 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, agrees 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 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 the you).
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 of 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 second 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) The Underwriter 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 or 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 such Rule.
(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 or 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 of 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 Underwriters and dealers, at such
office or offices as you may designate, as many copies of any
Interim Prospectus and the Final Prospectus as the Underwriters
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 the
Underwriter and to dealers (whose names and addresses you will
furnish to the Company) to whom Securities may have been sold by
the Underwriter, 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 the Underwriter 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, this Agreement, and
agreements with dealers relating to the offering of the
Securities, (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 counsel for
the Underwriter in connection therewith and the preparation and
printing of "blue sky" memoranda and legal investment memoranda,
(4) the furnishing to the Underwriter 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 the Underwriter 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, as 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 of 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 of 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 subject to the immediately
succeeding sentence, 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 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 J. Carlisle Peet, III, Esq.,
Assistant General Counsel and Assistant 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 May 9, 1995
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: 7.25% Collateral Trust Debentures, Series O, due May
15, 2005
Principal amount: $50,000,000
Purchase price: $49,604,500 plus accrued interest from May 15,
1995, if any
Redemption provisions: Not redeemable prior to maturity
Other provisions: Dated May 15, 1995; interest payable May 15
and November 15
in each year commencing November 15, 1995; accrued
interest
from May 15, 1995
Closing Date, Time and Location: 10:00 a.m., May 15, 1995,
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. $50,000,000
Total $50,000,000
<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 and taxes on income, or
in total or per share amounts of net earnings, 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 J.
Carlisle Peet, III, Esq., Assistant General Counsel and Assistant
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 Bank of America Illinois
(formerly Continental Bank National Association), as Trustee, and
the Fourteenth Supplemental Indenture dated as of May 15, 1995
(the "Fourteenth 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 and amended by the Fourteenth
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 preceding 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
____________
* 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.
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, and 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 relay (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.
ROLLINS TRUCK LEASING CORP.
and
BANK OF AMERICA ILLINOIS
as Trustee
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of May 15, 1995
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7.25% COLLATERAL TRUST DEBENTURES, SERIES O, DUE MAY 15, 2005
<PAGE>
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series O Debentures 1
Text of Forms:
Form of Face of Series O Debentures 1
Form of Trustee's Authentication Certificate for Series O
Debentures 3
Form of Reverse of Series O 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 6
HABENDUM 6
GRANT IN TRUST 6
GENERAL COVENANT 6
SECTION 1. Series O Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series O Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series O Debentures 7
SECTION 4. Original Indenture Ratified 8
SECTION 5. Trustee Not Responsible 8
SECTION 6. Defined Terms 8
SECTION 7. Counterparts 8
SECTION 8. Applicable Law 8
TESTIMONIUM 8
EXECUTION 8
ACKNOWLEDGEMENTS 8
*Note:This Table of Contents has been inserted for convenience and does not
constitute a part of the Fourteenth Supplemental Indenture.
i
<PAGE>
FOURTEENTH SUPPLEMENTAL INDENTURE (herein called the "Fourteenth
Supplemental Indenture"), dated as of May 15, 1995, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and BANK OF AMERICA ILLINOIS, an Illinois banking corporation,
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
Fourteenth 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 O Debentures") to be designated as
"7.25% Collateral Trust Debentures, Series O, Due May 15, 2005", to be in the
aggregate principal amount of not in excess of $50,000,000;
WHEREAS, the Series O Debentures and the Trustee's certificate to be
endorsed on the Series O 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 O DEBENTURES)
Rollins Truck Leasing Corp.
7.25% COLLATERAL TRUST DEBENTURE, SERIES O, DUE MAY 15, 2005
$
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 May 15, 2005, 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 7.25% 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 May or November, as the case may be, to
which interest on the Series O Debentures has been paid preceding the date
hereof (unless the date hereof is a May 15 or November 15 to which interest
has been paid, in which case from the date hereof, or unless no interest has
been paid on the Series O Debentures since the original issuance of this
Debenture, in which case from May 15, 1995), semiannually on May 15 and
November 15 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after
May 1 or November 1, as the case may be, and before the following May 15 or
November 15, this Debenture shall bear interest from such May 15 or
November 15; provided, however, that if the Corporation shall default in
the payment of interest due on such May 15 or November 15, then this Debenture
shall bear interest from the next preceding May 15 or November 15 to which
interest has been paid or, if no interest has been paid on the Series O
Debentures since the original issuance of this Debenture, from May 15, 1995.
The interest so payable on any May 15 or November 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 May 1 or November 1, as the case may be, next preceding such
May 15 or November 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 O 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.
BANK OF AMERICA ILLINOIS
AS TRUSTEE
BY:
AUTHORIZED OFFICER
<PAGE>
(FORM OF REVERSE OF SERIES O 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 Bank of America Illinois, (formerly known as 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 Fourteenth Supplemental Indenture, dated as of May 15,
1995 (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 "7.25% Collateral Trust Debentures, Series O, due May 15, 2005" of the
Corporation (herein called the "Series O Debentures"), duly authorized and
lawfully issued in an aggregate principal amount not exceeding $50,000,000 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 O 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 O 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 O DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially
in the forms herein provided for Series O 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 O Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Fourteenth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Fourteenth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series O Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS FOURTEENTH 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 Fourteenth
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 May 15,
1995 in the aggregate principal amount of $50,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of May 15, 1995, 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 Fourteenth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of May 15, 1995, 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
Fourteenth 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 O Debentures: Terms and Provisions. Series O
Debentures shall be designated as "7.25% Collateral Trust Debentures, Series O,
due May 15, 2005" of the Corporation, and shall have the following terms and
provisions:
(a) Series O Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series O Debentures which
may be issued shall be limited to $50,000,000, except Series O
Debentures issued in exchange for, in lieu of, in substitution for,
or upon the registration of transfer of, other Series O Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series O Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series O Debentures shall mature May 15, 2005 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 May 15 and November 15 in each year,
commencing November 15, 1995, at the rate of 7.25% 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 O 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 O Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series O Debentures.
On or after the date of execution and delivery of the Fourteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the Original
Indenture, Series O Debentures (up to but not exceeding the aggregate principal
amount provided in Section 1 of the Fourteenth Supplemental Indenture) shall be
executed by the Corporation and delivered to the Trustee, and the Trustee shall,
upon request, authenticate and deliver such Series O 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 O Debentures. The provisions of Section 7.02 of the Original
Indenture shall apply in all respects to the Series O Debentures to the same
extent as if the words "Series O 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 Fourteenth Supplemental Indenture is in all respects ratified and
confirmed and the Fourteenth 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
Fourteenth 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 Fourteenth Supplemental Indenture upon the terms
and conditions hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Fourteenth
Supplemental Indenture which are defined in the Original Indenture shall have
the meanings assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Fourteenth 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 Fourteenth 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
Fourteenth 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 Fourteenth Supplemental Indenture to be attested by its
Secretary or Assistant Secretary, and Bank of America Illinois, in evidence of
its acceptance of the trusts hereby created, has caused this Fourteenth
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 May 15, 1995.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:
Vice President-Finance and Treasurer
Attest:
Secretary
BANK OF AMERICA ILLINOIS
as Trustee
(CORPORATE SEAL) BY:
Attest:
