Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
___
| X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
___
|___| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-5728
ROLLINS TRUCK LEASING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0074022
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Rollins Plaza, Wilmington, Delaware 19803
(Address of principal executive offices) (Zip Code)
(302) 426-2700
(Registrant's telephone number, including area code)
(Former name of registrant)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No _____
The number of shares of the registrant's common stock outstanding
as of March 31, 1996 was 44,448,064.
FORM 10-Q Page 2 of 9
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the quarter and six months ended March 31, 1996 are
not necessarily indicative of the results that may be expected for the year
ending September 30, 1996. These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1995.
ROLLINS TRUCK LEASING CORP.
CONSOLIDATED STATEMENT OF EARNINGS
($000 Omitted Except for Per Share Amounts)
Quarter Ended Six Months Ended
March 31, March 31,
1996 1995 1996 1995
Revenues $122,192 $116,671 $247,213 $235,750
Expenses:
Operating 52,852 48,137 104,053 94,732
Depreciation 38,588 35,569 77,014 70,992
Gain on sale of property
and equipment (2,480) (3,959) (4,379) (6,705)
Selling and administrative 12,535 10,802 24,439 21,507
101,495 90,549 201,127 180,526
Earnings before interest
and income taxes 20,697 26,122 46,086 55,224
Interest income - 148 - 272
Interest (expense) (11,864) (10,914) (23,667) (21,080)
Earnings before income taxes 8,833 15,356 22,419 34,416
Income taxes 3,401 6,083 8,631 13,634
Net earnings $ 5,432 $ 9,273 $ 13,788 $ 20,782
Earnings per share $ .12 $ .20 $ .31 $ .45
Average common shares
and equivalents
outstanding (000) 44,830 46,392
Dividends paid per
common share $ .045 $ .04 $ .09 $ .08
FORM 10-Q Page 3 of 7
ROLLINS TRUCK LEASING CORP.
CONSOLIDATED BALANCE SHEET
($000 Omitted)
March 31, September 30,
ASSETS 1996 1995
Current assets
Cash $ 11,626 $ 22,708
Accounts receivable, net of allowance for
doubtful accounts of: March-$1,716;
September-$1,635 54,329 56,946
Inventory of parts and supplies 9,009 8,612
Prepaid expenses 21,268 14,366
Refundable income taxes - 1,667
Deferred income taxes 6,241 6,241
Total current assets 102,473 110,540
Equipment on operating leases, at cost,
net of accumulated depreciation of:
March-$346,220; September-$330,750 778,400 727,893
Other property and equipment, at cost,
net of accumulated depreciation of:
March-$63,674; September-$58,297 189,869 171,343
Excess of cost over net assets of
businesses acquired 12,667 11,677
Other assets 5,802 5,576
Total assets $1,089,211 $1,027,029
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities (excluding equipment
financing obligations)
Accounts payable $ 7,478 $ 8,115
Accrued liabilities 42,068 43,167
Current maturities of long-term debt 137 150
Total current liabilities 49,683 51,432
Equipment financing obligations 625,420 573,554
Long-term debt 570 632
Other liabilities 12,054 10,028
Deferred income taxes 121,781 115,830
Commitments and contingent liabilities
See Part II Legal Proceedings
Shareholders' equity
Common stock, $1 par value,
100,000,000 shares authorized; issued
and outstanding: March-44,448,064;
September-44,954,679 44,448 44,955
Capital in excess of par value 6,330 11,453
Retained earnings 228,925 219,145
Total shareholders' equity 279,703 275,553
Total liabilities and shareholders' equity $1,089,211 $1,027,029
FORM 10-Q Page 4 of 9
ROLLINS TRUCK LEASING CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
($000 Omitted)
Six Months Ended
March 31,
1996 1995
Cash flows from operating activities:
Net earnings $ 13,788 $ 20,782
Reconciliation of net earnings to
net cash flows from operating activities:
Depreciation and amortization 77,174 71,106
Net gain on sale of property and equipment (4,379) (6,705)
Changes in assets and liabilities:
Note and accounts receivable 2,617 5,913
Accounts payable and accrued liabilities (1,736) (3,146)
Current and deferred income taxes 6,626 7,522
Other, net (4,507) (4,932)
Net cash provided by operating activities 89,583 90,540
Cash flows from investing activities:
Purchase of property and equipment (177,140) (180,524)
Proceeds from sales of equipment 35,472 36,546
Excess of cost over net assets of
business acquired (1,150) -
Net cash used in investing activities (142,818) (143,978)
Cash flows from financing activities:
Proceeds of equipment financing obligations 68,326 165,628
Repayment of equipment financing obligations (16,460) (106,201)
Repayment of long-term debt (75) (75)
Payment of dividends (4,008) (3,666)
Proceeds of stock options exercised 265 279
Common stock acquired and retired (5,895) -
Net cash provided by financing activities 42,153 55,965
Net (decrease) increase in cash (11,082) 2,527
Cash beginning of period 22,708 15,094
Cash end of period $ 11,626 $ 17,621
Supplemental information:
Interest paid $ 23,801 $ 20,608
Income taxes paid $ 2,005 $ 6,112
FORM 10-Q Page 5 of 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations: Six Months Ended March 31, 1996 vs. Six Months
Ended March 31, 1995
Revenues increased by $11,463,000 (4.9%) as full-service leasing and
dedicated logistics services revenues improved over the same period last
year. The economically sensitive short-term commercial rental business
continued to be competitive causing a decline in both revenues and margins
from this portion of the Company's business.
Operating expenses increased by $9,321,000 (9.8%) reflecting the
increase in revenues. Higher vehicle expenses and increased wages
associated with the growing dedicated logistics services business accounted
for the operating expense increases. Operating expenses as a percentage of
revenues were 42.1% and 40.2% in 1996 and 1995, respectively.
Depreciation expense increased by $6,022,000 (8.5%) due to the
increased investment in equipment on operating leases and related
transportation service facilities. The higher investment in property and
equipment reflects, in addition to the higher level of business, increased
prices for capital assets acquired.
Gain on the sale of property and equipment decreased by $2,326,000
(34.7%) principally due to lower prices realized from the sale of
transportation equipment.
Selling and administrative expenses increased by $2,932,000 (12.3%),
reflecting the increase in revenues along with higher compensation and
related costs of an expanded sales force. In addition, office and bad debt
expenses were also higher during the first six months of fiscal 1996.
As a percent of revenues, selling and administrative expenses increased to
9.9% in 1996 from 9.1% in 1995.
Interest expense increased by $2,587,000 (12.3%) due to the increase
in borrowings related to the purchase of additional facilities and
equipment.
The effective income tax rates for the first six months of 1996 and
1995 were 38.5% and 39.6%, respectively.
Net earnings decreased by $6,994,000 (33.7%) to $13,788,000 or $.31
per share from $20,782,000 or $.45 per share in fiscal 1995. The decrease
in net earnings was mainly due to the lower gain on the disposal of
equipment, the higher operating cost ratio, higher depreciation, selling
and administrative and interest expense.
Results of Operations: Quarter Ended March 31, 1996 vs. Quarter Ended
March 31, 1995
Revenues increased by $5,521,000 (4.7%) to $122,192,000 compared with
$116,671,000 for the same quarter last year. The Company recorded higher
revenues from full-service leasing and dedicated logistics services.
Short-term commercial rental revenues were negatively impacted by the
sluggish economic conditions which continued during the second fiscal
quarter.
FORM 10-Q Page 6 of 9
Operating expenses increased by $4,715,000 (9.8%) reflecting the
increase in revenues. Higher vehicle expenses and increased wages
associated with the growing dedicated logistics services business accounted
for the operating expense increases. Operating expenses as a percentage of
revenues were 43.3% and 41.3% in 1996 and 1995, respectively.
Depreciation expense increased by $3,019,000 (8.5%) due to the
increased investment in equipment on operating leases and related
transportation service facilities. As a percent of revenues, depreciation
expense increased to 31.6% in 1996 from 30.5% in 1995.
Gain on the sale of property and equipment decreased by $1,479,000
(37.4%) principally due to the sale of transportation equipment at lower
prices.
Selling and administrative expenses increased by $1,733,000 (16.0%),
reflecting the increase in revenues along with higher compensation and
related costs of an expanded sales force. During the second fiscal
quarter, office, data processing and bad debt expenses were also higher
than in the previous year. As a percent of revenues, selling and
administrative expenses increased to 10.2% in 1996 from 9.2% in 1995.
Interest expense increased by $950,000 (8.7%) due to the increase in
borrowings related to the purchase of additional facilities and equipment.
The effective income tax rates for the second fiscal quarter of 1996
and 1995 were 38.5% and 39.6%, respectively.
Net earnings decreased by $3,841,000 (41.4%) to $5,432,000 or $.12 per
share from $9,273,000 or $.20 per share in fiscal 1995. The decrease in
net earnings was due to the lower gain on the disposal of equipment, the
higher operating cost ratio, higher depreciation, selling and
administrative and interest expense.
Liquidity and Capital Resources
The Company's property and equipment purchases of $177,140,000 during
the first six months of fiscal 1996 were financed with its cash flow from
operations, the proceeds of equipment sales and borrowings under its
revolving credit facility.
On March 15, 1996, the Company closed on its previously announced
private placement of $75,000,000 of 6.89% Collateral Trust Debentures,
Series P, due March 15, 2004. The proceeds from this sale were used to
redeem $75,000,000 of outstanding Series H, 10.60% Collateral Trust
Debentures. In addition, the Company has a current shelf registration
statement under which it can sell an additional $90,000,000 of Collateral
Trust Debentures. Based on its access to the debt markets and
relationships with current lending institutions and others who have
expressed an interest in providing financing, the Company expects to be
able to obtain financing for its equipment and facility purchases at market
rates and under satisfactory terms and conditions. During the first six
months of fiscal 1996, the Company purchased for cash and retired 602,200
shares of its $1 par value common stock.
FORM 10-Q Page 7 of 9
Otherwise, there have been no material changes in the Company's
financial condition and its liquidity and capital resources since September
30, 1995. For further details, see page 4 of the Company's 1995 Annual
Report on Form 10-K for the year ended September 30, 1995.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Company or any of
its subsidiaries is a party. Certain subsidiaries of the Company are
involved in ordinary routine litigation incidental to the operation of its
business.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders was held on January 25,
1996. With regard to Proposal No. 1 of the NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JANUARY 25, 1996 to elect one Class I Director
to the Board of Directors, Gary W. Rollins was elected. At the meeting,
36,466,722 affirmative votes were cast for the nominee. There were no
votes cast against the nominee and 889,751 votes were withheld.
<PAGE>
FORM 10-Q Page 8 of 9
Item 5. Other Information
The unaudited condensed consolidated statement of earnings for the
twelve months ended March 31, 1996 shown below has been included in
accordance with provisions of the Securities Act of 1933. This statement
has been prepared in accordance with the instructions to Form 10-Q and does
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
ROLLINS TRUCK LEASING CORP.
CONSOLIDATED STATEMENT OF EARNINGS
($000 Omitted Except for Per Share Amounts)
Twelve Months Ended
March 31, 1996
Revenues $494,075
Expenses:
Operating 203,394
Depreciation 152,799
Gain on sale of property
and equipment (10,331)
Selling and administrative 46,078
391,940
Earnings before interest and
income taxes 102,135
Interest (expense) (47,040)
Earnings before income taxes 55,095
Income taxes 20,753
Net earnings $ 34,342
Earnings per share $ .77
Dividends paid per common share $ .17
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 4 - Instrument defining rights of security holders.
Fifteenth Supplemental Collateral Trust Indenture dated March 15,
1996 to the Collateral Trust Indenture dated March 21, 1983 as
supplemented and amended by a Third Supplemental Indenture
thereto dated February 20, 1986 and by an Eighth Supplemental
Indenture dated as of May 15, 1990 between Rollins Truck Leasing
Corp. and First Trust of Illinois, National Association, as
Trustee, was executed in connection with the Company's private
placement of $75,000,000 of 6.89% Series P Collateral Trust
Debentures due March 15, 2004. The Company arranged for the
private placement on June 7, 1995, as previously disclosed on
page 15 of the Company's Annual Report on Form 10-K for the year
ended September 30, 1995.
(b) Reports on Form 8-K.
None.
FORM 10-Q Page 9 of 9
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.
DATE: April 24, 1996 Rollins Truck Leasing Corp.
(Registrant)
/s/ John W. Rollins, Jr.
John W. Rollins, Jr.
President and Chief Operating Officer
/s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
Chief Financial Officer
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 11,626
<SECURITIES> 0
<RECEIVABLES> 56,045
<ALLOWANCES> (1,716)
<INVENTORY> 9,009
<CURRENT-ASSETS> 102,473
<PP&E> 1,378,163
<DEPRECIATION> (409,894)
<TOTAL-ASSETS> 1,089,211
<CURRENT-LIABILITIES> 49,683
<BONDS> 625,990
<COMMON> 44,448
0
0
<OTHER-SE> 235,255
<TOTAL-LIABILITY-AND-EQUITY> 1,089,211
<SALES> 247,213
<TOTAL-REVENUES> 247,213
<CGS> 0
<TOTAL-COSTS> 181,067
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,667
<INCOME-PRETAX> 22,419
<INCOME-TAX> 8,631
<INCOME-CONTINUING> 13,788
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,788
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
ROLLINS TRUCK LEASING CORP.
and
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
as Trustee
FIFTEENTH SUPPLEMENTAL INDENTURE
Dated as of March 15, 1996
to the
Collateral Trust Indenture
Dated as of March 21, 1983
6.89% COLLATERAL TRUST DEBENTURES, Series P, DUE MARCH 15, 2004
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series P Debentures 1
Text of Forms:
Form of Face of Series P Debentures 1
Form of Trustee's Authentication Certificate
for Series P Debentures 3
Form of Reverse of Series P Debentures 3
All Things Done 6
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 7
GRANTING CLAUSE II - Agreements and Assignments 7
GRANTING CLAUSE III - Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series P Debentures: Terms and Provisions 8
SECTION 2. Authentication and Delivery of Series P Debentures 9
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series P Debentures 9
SECTION 4. Original Indenture Ratified 9
SECTION 5. Trustee Not Responsible 10
SECTION 6. Defined Terms 10
SECTION 7. Counterparts 10
SECTION 8. Applicable Law 10
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
*Note: This Table of Contents has been inserted for convenience
and does not constitute a part of the Fifteenth
Supplemental Indenture.
<PAGE>
FIFTEENTH SUPPLEMENTAL INDENTURE (herein called the
"Fifteenth Supplemental Indenture"), dated as of March 15, 1996,
between Rollins Truck Leasing Corp., (formerly RLC CORP.) a
Delaware corporation (herein called the "Corporation"), and FIRST
TRUST OF ILLINOIS, NATIONAL 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 thereto dated May 15, 1990
(the "Original Indenture"; the Original Indenture, and as
supplemented by this Fifteenth 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 P Debentures")
to be designated as "6.89% Collateral Trust Debentures, Series
P, Due March 15, 2004", to be in the aggregate principal amount
of $75,000,000;
WHEREAS, the Series P Debentures and the Trustee's
certificate to be endorsed on the Series P Debentures are to be
in the following forms, with necessary or appropriate variations,
omissions and insertions as permitted or required by the
Indenture:
(FORM OF FACE OF Series P DEBENTURES)
Rollins Truck Leasing Corp.
6.89% COLLATERAL TRUST DEBENTURE, Series P, DUE MARCH 15, 2004
$____________________ (PPN 775741 A@0)
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, 2004, 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 6.89% per annum (and at the rate of
8.89% 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 P 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 P Debentures since the original issuance of
this Debenture, in which case from March 15, 1996), semiannually
on each 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 P
Debentures since the original issuance of this Debenture, from
March 15, 1996. 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 such holder's address last appearing on the
registry books for the Series P Debentures, or in such other
manner as the Corporation may agree with the holder hereof as
contemplated by Section 1(d) of the Fifteenth Supplemental
Indenture referred to on the reverse hereof.
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)
(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.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION, AS TRUSTEE
BY:
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series P 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 First Trust of Illinois, 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 Fifteenth Supplemental Indenture, dated as of
March 15, 1996 (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
"6.89% Collateral Trust Debentures, Series P, due March 15, 2004"
of the Corporation (herein called the "Series P Debentures"),
duly authorized and lawfully issued in an aggregate principal
amount of $75,000,000 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 P 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 P 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 P DEBENTURES)
WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series P
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
Certificate of Incorporation and the By-laws of the Corporation,
and all other acts and things necessary to make the Series P
Debentures, when executed by the Corporation, and authenticated
and delivered by the Trustee as in this Fifteenth Supplemental
Indenture provided, the valid, binding and legal obligations of
the Corporation, and to make this Fifteenth Supplemental
Indenture a valid, binding and legal instrument for the security
of the Series P Debentures, in accordance with its terms, have
been done and performed;
NOW, THEREFORE, THIS FIFTEENTH 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 Fifteenth 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, 1996, in the aggregate principal amount of $75,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of March 15, 1996, between the
Corporation and Rollins Leasing Corp., which Loan Agreement shall
be in the form attached hereto as Exhibit A.
B. Assignment of Loan Agreement, dated as of March 15, 1996,
assigning the Loan Agreement described in Subparagraph A of this
Granting Clause II to the Trustee, which Assignment shall be in
the form attached hereto as Exhibit B.
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 P Debentures: Terms and Provisions.
Series P Debentures shall be designated as "6.89% Collateral
Trust Debentures, Series P, due March 15, 2004" of the
Corporation, and shall have the following terms and provisions:
(a) Series P Debentures shall be in the form set forth in
the recitals hereto.
(b) The aggregate principal amount of Series P Debentures
which may be issued shall be $75,000,000, except Series P
Debentures issued in exchange for, in lieu of, in
substitution for, or upon the registration of transfer of,
other Series P Debentures pursuant to the provisions of
Article II and Section 18.04 of the Original Indenture.
(c) Series P Debentures shall be dated March 15, 1996.
(d) Series P Debentures shall mature March 15, 2004 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, 1996,
at the rate of 6.89% per annum until the principal thereof
shall become due and payable (whether at the stated maturity,
by declaration or otherwise), and at the rate of 8.89% 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.
Notwithstanding anything to the contrary above, the
Corporation may enter into a written agreement with any
person who is or is to become the holder of any of the Series
P Debentures providing for the making of all payments on the
account of such Series P Debentures directly to or for the
account of such holder in the manner specified in or pursuant
to such agreement without presentation or surrender thereof
if there shall be filed with the Trustee a copy of such
agreement. Notwithstanding any contrary provision hereof or
of the Debentures or the Original Indenture, the Trustee
shall act in accordance with any such agreement so filed with
it.
(e) Series P 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 P Debentures may not be redeemed prior to
maturity. All monies received by the Trustee as a result of
any prepayment of the Note made pursuant to Section 6(a) of
the Loan Agreement (as required by Section 7.14 of the
Original Indenture) shall be held by the Trustee as
additional collateral security for the Series P Debentures to
be applied thereto at the maturity thereof. Any monies so
held may be invested or reinvested by the Trustee pursuant to
Section 9.02 of the Original Indenture.
SECTION 2. Authentication and Delivery of Series P
Debentures. On or after the date of execution and delivery of
the Fifteenth Supplemental Indenture and upon compliance with the
provisions of Article IV of the Original Indenture, Series P
Debentures shall be executed by the Corporation and delivered to
the Trustee, and the Trustee shall, upon request, authenticate
and deliver such Series P 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 P Debentures. The provisions of Section 7.02 of
the Original Indenture shall apply in all respects to the Series
P Debentures to the same extent as if the words "Series P
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
as of February 20, 1986 and by the Eighth Supplemental Indenture,
dated as of May 15, 1990 and as supplemented by this Fifteenth
Supplemental Indenture is in all respects ratified and confirmed
and the Fifteenth 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 Fifteenth 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
Fifteenth Supplemental Indenture upon the terms and conditions
hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Fifteenth
Supplemental Indenture which are defined in the Original
Indenture shall have the meanings assigned to them in the
Original Indenture.
SECTION 7. Counterparts. The Fifteenth 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. This Fifteenth 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
this Fifteenth 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
Fifteenth Supplemental Indenture to be attested by its Secretary
or Assistant Secretary, and First Trust of Illinois, National
Association, in evidence of its acceptance of the trusts hereby
created, has caused this Fifteenth Supplemental Indenture to be
executed on its behalf and its corporate seal to be affixed by
one of its Vice Presidents or Assistant Vice Presidents and said
seal and this Indenture to be attested by its Assistant Secretary
or one of its Assistant Vice Presidents, as of March 15, 1996.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:
Vice President-Finance
and Treasurer
Attest:
Secretary
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY:
Attest:
EXHIBIT A
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of March 15, 1996
LOAN AGREEMENT (herein called the "Agreement") dated as of
March 15, 1996 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 $75,000,000, 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 6.89% Collateral Trust Debentures, Series P, due
March 15, 2004 (herein called the "Series P Debentures"), in an
aggregate principal amount not exceeding $75,000,000, 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 by an Eighth
Supplemental Indenture thereto dated as of May 15, 1990 between
the Corporation and First Trust of Illinois, National Association
(as successor to Bank of America Illinois), as Trustee (the
"Original Indenture"; the Original Indenture, as supplemented by
the Fifteenth Supplemental Indenture dated as of March 15, 1996,
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 6.89% 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 P
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 $75,000,000 at a price of 100% of such
principal amount.
The sale of the Note will take place immediately 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, 1996, 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 P 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 $75,000,000; 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
P 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.
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 the 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 the 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.
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,
P.O. 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, P.O. 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>
ANNEX 1
6.89% DEMAND PROMISSORY NOTE
$75,000,000
Date: March 15, 1996
Rollins Leasing Corp., a corporation organized under the
laws of Delaware, for value received, HEREBY PROMISES TO PAY to
Rollins Truck Leasing Corp., a Delaware corporation, or order,
upon demand, the principal sum of Seventy Five Million Dollars
($75,000,000), either in one sum or in several sums upon demand
made from time to time (the receipt of any such sum to be noted
hereon), in every case 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, at the corporate
trust office of First Trust of Illinois, National Association, in
the City of Chicago, Illinois, AND TO PAY interest, at the said
office and in like coin or currency, on the unpaid portion of the
said principal sum from March 15, 1996, until the said principal
sum shall have been paid, such interest to be paid semiannually
at the rate of 6.89% per annum on the 15th day of March and
September in each year commencing on the 15th day of September,
1996 (calculated on the basis of a 360-day year of twelve 30-day
months). If any or all installments of said principal sum shall
not be paid when demanded, such overdue principal and, to the
extent that payment of interest on overdue interest is
enforceable under applicable law, any overdue installment of
interest on this Demand Promissory Note, shall bear interest at
the rate of 8.89% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note
referred to in the Loan Agreement dated as of March 15, 1996,
between Rollins Truck Leasing Corp. and the maker hereof, and may
be prepaid only as provided in said Loan Agreement.
Rollins Leasing Corp.
BY:____________________________________
President
Pay to the order of First Trust of Illinois, National
Association, as Trustee under 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 an Eighth Supplemental Indenture thereto dated as of
May 15, 1990 and as supplemented by a Fifteenth Supplemental
Indenture dated as of March 15, 1996, between Rollins Truck
Leasing Corp. and said Trustee, as from time to time further
amended and supplemented.
Rollins Truck Leasing Corp.
BY:____________________________________
Vice President-Finance and Treasurer
EXHIBIT B
ROLLINS TRUCK LEASING CORP.,
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
as Trustee
AND
ROLLINS LEASING CORP.
ASSIGNMENT OF LOAN AGREEMENT
Dated as of March 15, 1996
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of March 15, 1996,
among Rollins Truck Leasing Corp., a corporation organized under
the laws of the State of Delaware (herein called the
"Corporation"), First Trust of Illinois, National 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 thereto dated as of May 15,
1990 and as supplemented by the Fifteenth Supplemental Indenture
dated as of March 15, 1996, 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, 1996, between the
Corporation and the Borrower, the Borrower has borrowed from the
Corporation, and the Corporation has loaned to the Borrower,
$75,000,000, which is evidenced by a 6.89% Demand Promissory Note
from the Borrower to the Corporation in the principal amount of
$75,000,000 (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.
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 Assistant 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 Assistant Vice Presidents, 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
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION,
as Trustee,
BY:
(Title)
(CORPORATE SEAL)
Attest:
(Title)
Rollins Leasing Corp.
BY:
President
(CORPORATE SEAL)
Attest:
Secretary
