As filed with the Securities and Exchange Commission on February 14, 1997.
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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 Identification No.)
incorporation or organization)
One Rollins Plaza, 2200 Concord Pike
Wilmington, Delaware 19803
(302) 426-2700
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------------
Michael B. Kinnard, Esq., Vice President- With Copies To:
General Counsel and Secretary Thomas R. Brome, Esq.
One Rollins Plaza, 2200 Concord Pike CRAVATH, SWAINE & MOORE
Wilmington, Delaware 19803 825 Eighth Avenue
(302) 426-2812 New York, NY 10019-7415
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Collateral Trust
Debentures $200,000,000 100% $200,000,000 $60,606
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. This
Registration Statement includes $30,000,000 of Collateral Trust Debentures
previously registered on Form S-3 (Registration No. 33-67682). The filing
fee associated with these Collateral Trust Debentures which has been
previously paid upon the filing of Registration Statement No. 33-67682
amounted to $9,375.
------------------------
Pursuant to Rule 429 of the rules and regulations of the Commission under
the Securities Act of 1993, the Prospectus contained herein also relates to
Registration Statement No. 33-67682 and this Registration Statement also
constitutes Post-Effective Amendment No. 1 to such Registration Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
PROSPECTUS SUBJECT TO COMPLETION, DATED ______________, 1997
ROLLINS TRUCK LEASING CORP.
COLLATERAL TRUST DEBENTURES ($230,000,000)
Rollins Truck Leasing Corp. (formerly RLC CORP. the "Company") from time to
time may offer its Collateral Trust Debentures (the "Debentures") up to an
aggregate principal amount of $230,000,000. The Debentures may be offered as
separate series in amounts, at prices and on terms to be set forth in
supplements to this Prospectus. The Company may sell the Debentures to or
through one or more underwriters, and also may sell the Debentures directly to
other purchasers or through agents or dealers. See "Plan of Distribution".
The terms of the Debentures, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, any terms for
redemption at the option of the Company, any terms for sinking fund payments,
the initial public offering price, the names of, and the principal amounts to be
purchased by, underwriters and the compensation of such underwriters, any
listing of the Debentures on a securities exchange and the other terms in
connection with the offering and sale of the Debentures in respect of which this
Prospectus is being delivered, are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement").
See "Risk Factors" on page 5 for a discussion of certain factors that
should be considered by prospective purchasers of the Collateral Trust
Debentures.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public(1) Discounting(2) Company (1)(3)
Per Debenture..........
- --------------------------------------------------------------------------------
Total..................
- --------------------------------------------------------------------------------
<PAGE>
(1) Plus accrued interest, if any, from _____________
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including certain liabilities under the Securities Act of
1993, as amended. See "Underwriting".
(3) Before deducting expenses of the Company estimated at $_________.
The date of this Prospectus is ___________, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained upon written request addressed to the Commission,
Public Reference Branch of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, such material may also be accessed
electronically by means of the SEC's home page on the Internet at
http://www.sec.gov. The Company's Common Stock is listed on both the New York
and Pacific Stock Exchanges and reports, proxy statements and other information
concerning the Company can be inspected at the offices of either Exchange.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement which may be inspected without
charge at the Public Reference Branch of the Commission, 450 Fifth Street, N.W.,
Washington, D.C.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
2. The Company's Proxy Statement relating to the Annual Meeting of
Shareholders held on January 30, 1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996;
4. All documents filed subsequent to the date of this Prospectus, and
prior to the termination of the offering of the Debentures, by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act shall be deemed to be incorporated by reference in this
Prospectus.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of any such person,
copies of any or all of the documents incorporated by reference herein, other
than exhibits to such documents. Requests for such copies should be directed to
Rollins Truck Leasing Corp., P. O. Box 1791, Wilmington, Delaware 19899,
Attention of Patrick J. Bagley, Vice President-Finance and Treasurer (Telephone:
(302) 426-3409).
<PAGE>
ROLLINS TRUCK LEASING CORP.
Rollins Truck Leasing Corp. (the "Company") is incorporated in the State of
Delaware. Its mailing address and telephone number for its principal executive
offices are One Rollins Plaza, P. O. Box 1791, Wilmington, Delaware 19899, and
(302) 426-2700. On January 25, 1990, the name of the Company was changed from
RLC CORP. to Rollins Truck Leasing Corp.
The Company operates principally in one industry segment and through its
principal subsidiaries, Rollins Leasing Corp. ("Rollins") and Rollins Logistics
Inc., is engaged primarily in full-service truck leasing and rentals and the
provision and management of complete truck transportation and distribution
systems. All of the Company's operations currently are conducted within the
United States.
Full-service leasing accounts for the major portion of Rollins' revenues.
Under these leases, Rollins purchases vehicles and components that are
custom-engineered to the customer's requirements. This equipment is then leased
to the customer for periods usually ranging from three to eight years. Rollins
provides fuel, oil, tires, washing and regularly scheduled maintenance and
repairs at its facilities. In addition, it arranges for licenses and insurance,
pays highway and use taxes and supplies a 24-hour-a-day emergency road service
to its customers.
Another service that the Company provides its customers through Rollins
Logistics Inc. and its subsidiaries is Logistics Services and Dedicated Carriage
Services ("DCS"). DCS analyzes the customer's specific distribution needs and
then designs and operates a customized transportation service, which can include
any of the services mentioned previously plus management, drivers and other
operating personnel. Logistics Services addresses the needs of companies which
desire to outsource their distribution and warehousing functions to a third
party provider. These functions can range from selection and negotiation of core
carrier contracts to selection of the most cost effective carrier for specific
traffic lane movements.
The commercial rental fleet which at September 30, 1996 consisted of more
than 7,500 units with payload capacities ranging from 4,000 to 45,000 pounds
offers tractors, trucks and a limited number of trailers to customers for short
periods of time ranging from one day to several months. The Company's commercial
rental fleet also provides additional vehicles to full-service lease customers
to handle their peak or seasonal business needs. The rental fleet's average age
is approximately two years. The utilization rate of the rental fleet during
fiscal year 1996 was in excess of 83%. Rollins does not offer services in the
consumer one-way truck rental market.
Rollins also furnishes a guaranteed maintenance service to private fleet
customers who choose to own their vehicles. This service includes preventive
maintenance, fuel procurement, tax reporting, permitting, licensing and access
to the Rollins 24-hour-a day emergency road service.
<PAGE>
The Company, through its principal subsidiaries maintains more than 32,000
vehicles from 202 owned or leased facilities located throughout the United
States. The Company believes that Rollins is the third largest competitor in the
field of full-service, long-term leasing and short-term commercial rental of
heavy duty trucks in the United States.
<PAGE>
SUMMARY FINANCIAL DATA
($ In Thousands, except per share amounts)
The following summary has been prepared to reflect the operations of the
Company and is qualified in its entirety by the detailed information and
financial statements available as described under "Incorporation of Certain
Documents by Reference".
<TABLE>
<CAPTION>
Quarter Ended
December 31, Fiscal Year Ended September 30,
- ----------------------------------------------------------- ----------------------------------------------------
1996 1995 1996 1995 1994 1993 1992
- ----------------------------------------------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 133,697 $ 125,021 $ 513,779 $ 482,612 $450,903 $408,778 $380,384
Expenses:
Operating 54,646 51,201 211,919 194,073 183,222 167,248 160,023
Depreciation 41,774 38,426 158,407 146,777 130,512 118,144 109,603
Gain on sale of property
and equipment (2,429) (1,899) (7,950) (12,657) (8,530) (6,139) (3,110)
Selling and administrative 11,498 11,904 47,995 43,146 42,473 40,440 37,855
- ----------------------------------------------------------- ----------------------------------------------------
105,489 99,632 410,371 371,339 347,677 319,693 304,371
- ----------------------------------------------------------- ----------------------------------------------------
Operating earnings 28,208 25,389 103,408 111,273 103,226 89,085 76,013
Interest income - - - 272 593 1,023 1,500
Interest expense (12,104) (11,803) (47,481) (44,453) (37,429) (35,451) (36,845)
- ----------------------------------------------------------- ----------------------------------------------------
Earnings before income taxes 16,104 13,586 55,927 67,092 66,390 54,657 40,668
Income taxes 6,281 5,230 21,811 25,756 26,562 24,241 16,029
- ----------------------------------------------------------- ----------------------------------------------------
Net earnings $ 9,823 $ 8,356 $ 34,116 $ 41,336 $ 39,828 $ 30,416 $ 24,639
=========================================================== ====================================================
Earnings per share $ .23 $ .19 $ .78 $ .91 $ .86 $ .66 $ .53
=========================================================== ====================================================
Average common shares and
equivalents outstanding 43,110 44,818 43,730 45,365 46,310 46,260 46,007
- ----------------------------------------------------------- ----------------------------------------------------
Total assets $1,110,866 $1,042,273 $1,125,212 $1,027,029 $909,717 $781,161 $708,483
Equipment financing obligations $ 620,308 $ 580,566 $ 640,854 $ 573,554 $498,365 $427,307 $390,256
Long-term debt $ 475 $ 601 $ 508 $ 632 $ 782 $ 922 $ 6,826
Shareholders' equity $ 280,689 $ 276,333 $ 284,048 $ 275,553 $251,197 $216,750 $191,027
Ratio of earnings to
fixed charges (1) 2.25 2.08 2.10 2.41 2.64 2.43 2.03
</TABLE>
- ----------
(1) For purposes of computing the ratio of earnings to fixed charges, fixed
charges consist of interest, the portion of rental expenses identified as
interest and amortization of debt expense. Earnings are computed by adding
the amount of such fixed charges to earnings before income taxes.
<PAGE>
RISK FACTORS
Prospective Debentureholders should carefully consider the following
factors, in addition to the other information in this Prospectus, before
purchasing Debentures. This Prospectus contains certain statements of a
forward-looking nature relating to future events or the future financial
performance of the Company. Prospective Debentureholders are cautioned that such
statements are only predictions and involve a number of risks and uncertainties.
Actual events or results may differ materially. In evaluating such statements,
prospective Debentureholders should specifically consider the following factors,
and other information in this Prospectus, which could cause actual results to
differ materially from those indicated by such forward-looking statements.
Redemption - In an environment of falling interest rates, any provisions
for the redemption of Debentures prior to maturity or for optional additional
sinking fund payments could adversely affect Debentureholders whose securities
were redeemed if they were unable to reinvest their proceeds at comparable
interest rates. See "Description of Debentures - Redemption Provisions."
Limitation on Dividends - The Company may not, so long as any of the
Offered Debentures are outstanding, declare or pay any dividend or make any
distribution on any shares of its capital stock (other than dividends or
distributions payable in shares of capital stock of the Company) or make or
permit any subsidiary to make any payment to purchase, redeem or otherwise
acquire any shares of capital stock of the Company if, upon giving effect
thereto, the aggregate amount expended for all such purposes subsequent to
September 30, 1984 (the "Applicable Date") would exceed the sum of Consolidated
Net Earnings since the Applicable Date and $10,000,000, except that the Company
may credit against such purchases, redemptions and retirements of capital stock
of the Company the net consideration received by the Company subsequent to the
Applicable Date from the issue or sale of additional capital stock of the
Company. See "Description of Debentures - Certain Covenants of the Company -
Limitation of Dividends." At December 31, 1996, the Company was permitted to pay
dividends and make other distributions of up to $183,691,000 pursuant to the
limitation on dividends covenant.
Limitation on Consolidated Indebtedness - As long as any of the Offered
Debentures are outstanding, the Company may not, nor may it permit any of its
subsidiaries to, create, incur or assume any Indebtedness unless immediately
after such creation, incurring or assumption, and after giving effect to the
utilization of the proceeds thereof, the aggregate amount of Consolidated
Indebtedness of the Company shall be less than 400% of the Consolidated Net
Worth of the Company. See "Description of Debentures - Limitation on
Consolidated Indebtedness."
Other than the limitation on dividends and the limitation on consolidated
indebtedness described above, the Collateral Trust Indenture contains no
provisions that may afford Debentureholders protection in the event of any
restructuring, recapitalization or other highly leveraged transaction.
Tender Offers - Although no such transaction is contemplated, the Company
will comply with any applicable tender offer rules, including, but
<PAGE>
not limited to, Rule 14e-1 of the Securities Exchange Act of 1934, with respect
to any repurchase of securities by the Company.
USE OF PROCEEDS
The proceeds to be received by the Company from the sale of the Debentures
will be advanced to Rollins (the "Participating Subsidiary") which will use such
funds to purchase vehicles and related equipment, reduce indebtedness under its
individual revolving credit agreement or retire other existing equipment
financing obligations. Each Prospectus Supplement will include the specific
amount of the proceeds from the sale of the Debentures offered thereby to be
applied to asset purchases or debt reductions as noted in the preceding
sentence. Pending such application by Rollins the proceeds may be temporarily
invested in short-term marketable securities.
PLAN OF DISTRIBUTION
The Company may sell the Debentures to or through one or more underwriters,
who will be named in the applicable Prospectus Supplement, and also may sell the
Debentures directly to other purchasers or through agents or dealers. Only
underwriters named in the Prospectus Supplements are deemed to be underwriters
in connection with the Debentures offered thereby.
The distribution of the Debentures may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
In connection with the sale of the Debentures, such underwriters may
receive compensation from the Company, or from purchasers of the Debentures for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of the Debentures may be deemed to be underwriters and any
discounts or commissions received by them and any profit on the resale of the
Debentures by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter, dealer or agent will be
identified, and any such compensation will be described, in the Prospectus
Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Debentures may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
Delayed Delivery Arrangements
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agents to solicit offers by
certain institutions to purchase the Offered Debentures from the Company
pursuant to contracts providing for payment and delivery on a specified future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension
<PAGE>
funds, investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will not be subject to any
conditions except that (i) the purchase of the Offered Debentures shall not at
the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject, and (ii) if the Offered Debentures are also being
sold to underwriters, the Company shall have sold to such underwriters the
Offered Debentures not sold for delayed delivery. The dealers or such other
persons will not have any responsibility in respect of the validity or
performance of such contracts.
DESCRIPTION OF DEBENTURES
The following description of the Debentures sets forth certain general
terms and provisions of the Debentures to which any Prospectus Supplement may
relate. The particular terms of the Debentures offered by any Prospectus
Supplement (the "Offered Debentures") and the extent, if any, to which such
general provisions may apply to the Offered Debentures will be described in the
Prospectus Supplement relating to such Offered Debentures.
The Offered Debentures will be issued under a Collateral Trust Indenture
dated as of March 21, 1983 (the "Collateral Trust Indenture"), between the
Company and Continental Bank, National Association (formerly Continental
Illinois National Bank and Trust Company of Chicago) as Trustee (the "Trustee"),
as supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986 (the "Third Supplemental Indenture") and by the Eighth
Supplemental Indenture dated as of May 15, 1990 (the "Eighth Supplemental
Indenture") and as supplemented and amended from time to time, including
supplemental indentures setting forth the terms of each series of the Offered
Debentures. The Collateral Trust Indenture, as amended by the Third Supplemental
Indenture and the Eighth Supplemental Indenture, is herein called the
"Indenture". The following statements are subject to the detailed provisions of
the Indenture, a copy of which is incorporated by reference as an exhibit to the
Registration Statement. References appearing below are to the Collateral Trust
Indenture unless otherwise indicated and wherever particular provisions are
referred to such provisions are incorporated by reference as a part of the
statement made and the statement is qualified in its entirety by such reference.
Whenever a defined term is referred to and not herein defined, the definition
thereof is contained in the Indenture. As of the date of this Prospectus, an
aggregate of $545,000,000 of Collateral Trust Debentures are outstanding under
the Collateral Trust Indenture. Reference is made to the Prospectus Supplement
for any subsequent Series of Debentures issued under the Indenture.
General
The Offered Debentures will be obligations of the Company secured at the
time of issuance by the pledge of unsecured demand promissory notes issued by
one or more Participating Subsidiaries, which notes may in turn thereafter be
secured by liens on Vehicles and vehicle leases under the circumstances set
forth below under "Security Provisions". The Company and Rollins are prohibited
(at their own volition) from securing the Notes by creating a security interest
in the Vehicles. A Participating Subsidiary, as defined in the Indenture, means
a wholly-owned subsidiary of the Company
<PAGE>
engaged primarily in the business of renting and/or leasing Vehicles and/or
providing carriage by Vehicles and which has executed and delivered one or more
Loan Agreements and issued one or more Notes. As of the date of this Prospectus,
Rollins is the only subsidiary of the Company that qualifies as a Participating
Subsidiary. As of the date of this Prospectus the outstanding Debentures are
secured by the pledge of $545,000,000 principal amount of the unsecured demand
promissory notes of Rollins.
The Indenture does not limit the amount of Debentures that may be issued
thereunder and provides that Debentures may be issued thereunder from time to
time in one or more series.
Redemption Provisions
All or any part of the Debentures of any series may be redeemed before
maturity at such time or from time to time, and on such terms, subject to the
provisions of the Indenture, as the Board of Directors of the Company may
determine and as shall be expressed in the Supplemental Indenture establishing
the Debentures of such series. The Supplemental Indenture establishing a series
of Debentures may also provide for mandatory and optional sinking fund payments
to redeem the Debentures including the amounts of such payments, the payment
dates and the redemption prices.
In an environment of falling interest rates, any provisions for the
redemption of Debentures prior to maturity or for optional additional sinking
fund payments could adversely affect Debentureholders whose securities were
redeemed if they were unable to reinvest their proceeds at comparable interest
rates.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debentures offered thereby for the following terms of the
Offered Debentures: (i) the title of the Offered Debentures; (ii) any limit on
the aggregate principal amount of the Offered Debentures; (iii) the price or
prices at which the Offered Debentures will be issued; (iv) the date or dates on
which the Offered Debentures will mature; (v) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debentures will bear interest;
(vi) the interest payment dates on which such interest will be payable, the date
on which payment of such interest will commence and the regular record dates for
such interest payment dates; (vii) the dates, if any, on which, and the price or
prices at which, the Offered Debentures will, pursuant to any mandatory sinking
fund provisions, or may, pursuant to any optional sinking fund provisions, be
redeemed by the Company, and the other detailed terms and provisions of such
sinking fund; and (viii) the date, if any, after which, and the price or prices
at which, the Offered Debentures may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company and the other detailed
terms and provisions of such optional redemption.
Principal and any premium will be payable at the agency of the Company in
Chicago, Illinois, or New York, New York. The Debentures may be presented for
registration of transfer or exchange at such offices, subject to the limitations
provided in the Indenture, without any service charge, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 2.06, 2.08, 2.11, 2.12 and
7.02).
<PAGE>
The Indenture requires that funds equal to the principal amount of
Debentures issued from time to time will, on the date of such issuance, be
advanced to one or more Participating Subsidiaries. In exchange, each
Participating Subsidiary will issue to the Company a promissory note (in the
aggregate, "Notes") in the principal amount of any advances to it. The Company
in turn will pledge the Notes to the Trustee as security for all Debentures.
Notes will be payable as to principal on demand and will bear interest at the
same rate, payable at the same time, as interest on the Debentures being so
issued. The Indenture requires that after giving effect to the issue of
additional Debentures and to any concurrent retirement of other Debentures by
use of any proceeds from such issue and any moneys then held by the Trustee, the
obligations to pay principal, premium, if any, and interest contained in all the
Notes shall be sufficient, in the aggregate, to pay all principal, premium, if
any, and interest on all Outstanding Debentures. (Granting Clauses and Section
4.01).
Certain Covenants of the Company
Limitation on Equipment Indebtedness of Participating Subsidiaries. The
Company covenants that if the aggregate amount of the Equipment Indebtedness of
any Participating Subsidiary (which, for the purposes of this covenant only,
includes the wholly-owned subsidiaries of a Participating Subsidiary) exceeds
90% of the Net Book Value of its Vehicles at the end of any fiscal quarter, the
Company will, on or before 45 days after the expiration of such fiscal quarter,
cause such Participating Subsidiary to prepay one or more of its Notes to the
extent necessary to reduce such percentage to not more than 90%. (Section 7.14).
Certain Definitions. Equipment Indebtedness means all indebtedness other
than (i) Permitted Indebtedness, (ii) indebtedness expressly subordinated to the
prior payment of the Debentures or the Notes, as the case may be, (iii)
indebtedness secured by real estate or improvements thereon (to the extent such
indebtedness does not exceed the greater of cost or appraised value of such real
estate and improvements) and (iv) trade indebtedness payable within 90 days from
the date incurred. Net Book Value with respect to a Vehicle means initial cost
depreciated on a monthly basis at the faster of (x) the fastest rate prescribed
by any instrument at the time in effect evidencing or pursuant to which there is
outstanding any indebtedness of the Vehicle owner, or (y) the rate then utilized
for the purpose of financial statements submitted to the Company's stockholders.
Permitted Indebtedness means indebtedness originally created in favor of a
manufacturer or seller or financial institution incurred to finance the purchase
of vehicles and secured by a lien on such purchased vehicles and indebtedness
secured by a lien on vehicles which predates the acquisition by the Company of
the business owning such vehicles. Vehicle means a self-propelled chattel and
all related equipment and accessories or a chattel which customarily moves with
a self-propelled chattel, including a truck, truck tractor, truck trailer,
container, automobile, bus, or other similar unit and materials handling
equipment, but does not include any such vehicle leased from another or any
vehicle which has been pledged to secure Permitted Indebtedness. (Article 1).
Limitation on Dividends. The Company may not, so long as any of the Offered
Debentures are outstanding, declare or pay any dividend or make any distribution
on any shares of its capital stock (other than dividends or
<PAGE>
distributions payable in shares of capital stock of the Company) or make or
permit any subsidiary to make any payment to purchase, redeem or otherwise
acquire any shares of capital stock of the Company if, upon giving effect
thereto, the aggregate amount expended for all such purposes subsequent to
September 30, 1984 (the "Applicable Date") would exceed the sum of Consolidated
Net Earnings since the Applicable Date and $10,000,000, except that the Company
may credit against such purchases, redemptions and retirements of capital stock
of the Company the net consideration received by the Company subsequent to the
Applicable Date from the issue or sale of additional capital stock of the
Company. (Section 7 of the Third Supplemental Indenture).
Limitation on Consolidated Indebtedness. As long as any of the Offered
Debentures are outstanding, the Company may not, nor may it permit any of its
subsidiaries to, create, incur or assume any Indebtedness unless immediately
after such creation, incurring or assumption, and after giving effect to the
utilization of the proceeds thereof, the aggregate amount of Consolidated
Indebtedness of the Company shall be less than 400% of the Consolidated Net
Worth of the Company. (Section 7.13). Other than the limitation on consolidated
indebtedness, the Indenture contains no provisions that may afford debt holders
protection in the event of a highly leveraged transaction.
Security Provisions
All Offered Debentures will be obligations of the Company secured by Notes
pledged to the Trustee. Any additional series of Debentures will be secured by
Notes of Participating Subsidiaries pledged to the Trustee. Such Notes will be
unsecured obligations of the makers thereof, except that if any Participating
Subsidiary grants or otherwise permits to exist any security interest in its
Vehicles or its vehicle leases (except statutory liens), the Indenture requires
that there be created a security interest in such Vehicles or vehicle leases for
the benefit of the Trustee as holder of the Notes of such Participating
Subsidiary ranking equally and ratably with, and existing for at least the same
length of time as, such other security interests. (Sections 4.01 and 7.15 and
Exhibit A to the Indenture).
An agreement among the Company, Rollins and the lenders under the existing
unsecured bank revolving credit agreement between Rollins and such lenders
requires Rollins to create, at the option of the relevant lenders (and restricts
them from otherwise creating), a security interest in its Vehicles in favor of a
trustee designated by such lenders and for the benefit of the Trustee (as holder
of the Notes of Rollins), the lenders under Rollins' bank revolving credit
agreement and the holders of such other indebtedness as may be entitled to share
in such security interests. Neither the Trustee nor the Debentureholders may
initiate the creation of such a security interest.
Modification of Indenture and Waiver of Certain Covenants
With the consent of the holders of a majority in aggregate principal amount
of all Outstanding Debentures, and of at least 66 2/3% in aggregate principal
amount of each series of Debentures then Outstanding which is affected thereby,
the Trustee and the Company may modify or waive any provisions of the Indenture
or modify in any manner the rights of the
<PAGE>
Debentureholders, except that, without the consent of the holder of each such
Outstanding Debenture of any series so affected, no such modification or waiver
shall, among other things, (i) extend the maturity of principal or interest on
such Debenture, or reduce or modify the principal amount thereof or the interest
thereon or any premium payable upon the redemption thereof, (ii) permit the
creation of any prior or pari passu lien on any of the Notes or other pledged
property, if any, or terminate the lien of the Indenture thereon or (iii) reduce
the aforesaid percentage of holders of Debentures whose consent shall be
required for such modification or waiver. (Sections 11.02 and 18.02).
Defaults and Certain Rights on Default
An Event of Default is defined in the Indenture as being: (i) default for
30 days in payment of any interest on any Debenture; (ii) default in payment of
principal or of premium, if any, on any Debenture; (iii) default in payment of
any Sinking Fund installment in respect of any Debenture; (iv) default in the
performance of the covenants described under "Certain Covenants of the Company -
Limitation on Equipment Indebtedness of Participating Subsidiaries", "Certain
Covenants of the Company - Limitation on Dividends", and "Security Provisions"
or default for 30 days in the performance of certain covenants contained in a
loan agreement relating to any Note; (v) default for 60 days after written
notice in performance of any other covenant in the Indenture or in the
Debentures; (vi) default with respect to other Indebtedness or Lease Obligation
of the Company or any subsidiary of the Company continuing for 30 days or
acceleration of the stated maturity of any such Indebtedness or Lease Obligation
in an aggregate principal amount of $2,000,000 or more; or (vii) certain events
of bankruptcy, insolvency, receivership or reorganization relating to the
Company or any Participating Subsidiary. The Company will be required to file
with the Trustee annually a written statement as to the fulfillment of its
obligations under the Indenture. In case an Event of Default should occur and be
continuing, the Trustee or the holders of at least 25% in principal amount of
the Debentures then Outstanding (or 25% of any series of Debentures as to which
an event of Default in respect of principal, premium, if any, interest or
Sinking Fund installments has occurred) may declare the principal of all the
Debentures to be due and payable. Such declaration may, under certain
circumstances, be rescinded by the holders of a majority in principal amount of
the Debentures (and of any such series) at the time Outstanding. (Article X and
Section 7.11).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an event of Default shall occur and be continuing, the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders of the Debentures,
unless such holders shall have offered to the Trustee reasonable security or
indemnity. Subject to such provisions for indemnification and certain
limitations contained in the Indenture, the holders of a majority in principal
amount of the Debentures at the time Outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee.
(Sections 10.07, 10.08, 12.01 and 12.02).
<PAGE>
EXPERTS
The financial statements and financial statement schedules incorporated in
this Prospectus by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996 have been so incorporated in reliance on
the report of KPMG Peat Marwick LLP, independent certified public accountants,
which report is incorporated by reference herein, given on the authority of said
firm as experts in auditing and accounting.
LEGAL OPINIONS
Certain legal matters relating to the Offered Debentures will be passed
upon for the Company by Michael B. Kinnard, Esq., Vice President-General
Counsel and Secretary of the Company, and by attorneys for the underwriters, if
any, who are identified in the Prospectus Supplement. As of the date of this
Prospectus, Mr. Kinnard owns beneficially 1,500 shares of the Common Stock of
the Company and owns directly options to purchase 24,715 shares of such stock.
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
------------
TABLE OF CONTENTS
Page
----
Available Information 2
Incorporation of Certain
Documents by Reference 2
Rollins Truck Leasing Corp. 3
Summary Financial Data 4
Risk Factors 5
Use of Proceeds 6
Plan of Distribution 6
Description of Debentures 7
Experts 12
Legal Opinions 12
$230,000,000
Rollins Truck Leasing Corp.
____% Collateral Trust Debentures
Series ____,
Due _______________
PROSPECTUS
________________, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Registration Fee $ 60,606
Rating Agency Fees 215,000
Accounting Fees and Expenses 50,000
Trustee's Fees and Expenses 25,000
Blue Sky Fees and Expenses 10,000
Printing and Engraving Fees 25,000
Legal Fees 100,000
Miscellaneous 10,000
--------
Total $495,606
========
- ----------
*All amounts are estimated except for registration fee.
Item 15. Indemnification of Directors and Officers.
The Company is incorporated under the General Corporation Law of the State
of Delaware (the "Delaware Law"). Delaware Law permits a corporation to
indemnify its directors (and officers) against expenses, judgements, settlement
payments and other costs incurred in connection with litigation or similar
proceedings, subject to certain limitations. The By-Laws of the Company provide
for indemnification of directors to the fullest extent legally permissible under
Delaware Law. Delaware Law authorizes a Delaware corporation to include in its
certificate of incorporation (and the Company's Restated Certificate of
Incorporation contains) a provision that eliminates or limits the ability of the
corporation and its shareholders to recover monetary damages from a director for
breach of fiduciary duty as a director; but Delaware Law does not permit such a
provision to eliminate or limit the liability of a director for (i) any breach
of the duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase which is illegal under certain
provisions of Delaware Law, or (iv) any transaction from which the director
derived an improper personal benefit.
ARTICLE VII of the By-Laws of the Company provides as follows:
Indemnification
Section 7.1. General. The Company shall indemnify, and advance Expenses (as
hereinafter defined) to, Indemnitee (as hereinafter defined) to the fullest
extent permitted by applicable law in effect on July 23, 1986, and to such
greater extent as applicable law may thereafter from time to time permit. The
rights of Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other Sections of this
Article.
Section 7.2. Proceedings Other Than Proceedings By Or In The Right Of The
Company. Indemnitee shall be entitled to the indemnification rights provided in
this Section 2 if, by reason of his Corporate Status (as hereinafter defined),
he is, or is threatened to be made, a party to any
<PAGE>
threatened, pending, or completed Proceeding (as hereinafter defined), other
than a Proceeding by or in the right of the Company. Pursuant to this Section 2,
Indemnitee shall be indemnified against Expenses, judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 7.3. Proceedings By Or In The Right Of The Company. Indemnitee
shall be entitled to the indemnification rights provided in this Section 3 to
the fullest extent permitted by law if, by reason of his Corporate Status, he
is, or is threatened to be made, a party to any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company.
Section 7.4. Indemnification For Expenses Of A Party Who Is Wholly Or
Partly Successful. Notwithstanding any other provision of this Article, to the
extent that Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.
Section 7.5. Indemnification For Expenses Of A Witness. Notwithstanding any
other provision of this Article, to the extent that Indemnitee is, by reason of
his Corporate Status, a witness in any Proceeding, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.
Section 7.6. Advancement Of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within twenty days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such
Expenses.
<PAGE>
Section 7.7. Procedure For Determination Of Entitlement To Indemnification.
(a) To obtain indemnification under this Article, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The determination of Indemnitee's entitlement to
indemnification shall be made not later than 60 days after receipt by the
Company of the written request for indemnification. The Secretary of the Company
shall, promptly upon receipt of such a request for indemnification, advise the
Board of Directors in writing that Indemnitee has requested indemnification.
(b) Indemnitee's entitlement to indemnification under any of Sections
2, 3 or 4 of this Article shall be determined in the specific case: (i) by the
Board of Directors by a majority vote of a quorum of the Board consisting of
Disinterested Directors (as hereinafter defined); or (ii) by Independent Counsel
(as hereinafter defined), in a written opinion, if (A) a Change of Control (as
hereinafter defined) shall have occurred and Indemnitee so requests, or (B) if a
quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, such quorum of Disinterested Directors so
directs; or (iii) by the stockholders of the Company; or (iv) as provided in
Section 8 of this Article.
(c) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 7.7(b) of this Article,
the Independent Counsel shall be selected as provided in this Section 7.7(c). If
a Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board of Directors, and the Company shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel so selected.
If a Change of Control shall have occurred, and if so requested by Indemnitee in
his written request for indemnification, the Independent Counsel shall be
selected by Indemnitee, and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either
event, Indemnitee or the Company, as the case may be, may, within 7 days after
such written notice of selection shall have been given, deliver to the Company
or to Indemnitee, as the case may be, a written objection to such selection.
Such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of "Independent Counsel" as defined
in Section 13 of this Article, and the objection shall set forth with
particularity the factual basis of such assertion. If such written objection is
made, the Independent Counsel so selected shall be disqualified from acting as
such. If, within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 7.7(a) hereof, no Independent Counsel shall
have been selected, or if selected shall have been objected to, in accordance
with this Section 7.7(c), either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware for the appointment as Independent
Counsel of a person selected by the Court or by such other person as the Court
shall designate, and the person so appointed shall act as Independent Counsel
under Section 7.7(b) hereof. The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in
acting pursuant to Section 7.7(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the
<PAGE>
procedures of this Section 7.7(c), regardless of the manner in which such
Independent Counsel was selected or appointed.
Section 7.8. Presumptions And Effect Of Certain Proceedings. If a Change of
Control shall have occurred, Indemnitee shall be presumed (except as otherwise
expressly provided in this Article) to be entitled to indemnification under this
Article upon submission of a request for indemnification in accordance with
Section 7.7(a) of this Article, and thereafter the Company shall have the burden
of proof to overcome that presumption in reaching a determination contrary to
that presumption. Whether or not a Change of Control shall have occurred, if the
person or persons empowered under Section 7.7 of this Article to determine
entitlement to indemnification shall not have made a determination within 60
days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification unless (i)
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification, or (ii) such indemnification is prohibited by law.
The termination of any Proceeding described in any of Sections 2, 3, or 4 of
this Article, or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Article) of itself
adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his conduct was unlawful.
Section 7.9. Remedies Of Indemnitee.
(a) In the event that (i) a determination is made pursuant to Section
7.7 of this Article that Indemnitee is not entitled to indemnification under
this Article, (ii) advancement of Expenses is not timely made pursuant to
Section 7.6 of this Article, or (iii) payment of indemnification is not made
within five (5) days after a determination of entitlement to indemnification has
been made or deemed to have been made pursuant to Sections 7.7 or 7.8 of this
Article, Indemnitee shall be entitled to an adjudication in an appropriate court
of the State of Delaware, or in any other court of competent jurisdiction, of
his entitlement to such indemnification or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association. The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to
Section 7.7 of this Article that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 7.9
shall be conducted in all respects as a de novo trial, or arbitration, on the
merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. If a Change of Control shall have occurred, in any judicial
proceeding or arbitration commenced pursuant to this Section 7.9 the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.
<PAGE>
(c) If a determination shall have been made or deemed to have been
made pursuant to Sections 7.7 or 7.8 of this Article that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 7.9,
unless (i) Indemnitee misrepresented or failed to disclose a material fact in
making the request for indemnification, or (ii) such indemnification is
prohibited by law.
(d) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 7.9 that the
procedures and presumptions of this Article are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Article.
(e) In the event that Indemnitee, pursuant to this Section 7.9, seeks
a judicial adjudication of, or an award in arbitration to enforce his rights
under, or to recover damages for breach of, this Article, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all expenses (of the types described in the definition of
Expenses in Section 7.12 of this Article) actually and reasonably incurred by
him in such judicial adjudication or arbitration, but only if he prevails
therein. If it shall be determined in said judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification
or advancement of Expenses sought, the expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.
Section 7.10. Non-Exclusivity And Survival Of Rights. The
rights of indemnification and to receive advancement of Expenses as
provided by this Article shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the
Certificate of Incorporation, the By-Laws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. Notwithstanding
any amendment, alteration or repeal of any provision of this Article,
Indemnitee shall, unless otherwise prohibited by law, have the rights of
indemnification and to receive advancement of Expenses as provided by this
Article in respect of any action taken or omitted by Indemnitee in his
Corporate Status and in respect of any claim asserted in respect thereof at
any time when such provision of this Article was in effect. The provisions
of this Article shall continue as to an Indemnitee whose Corporate Status
has ceased and shall inure to the benefit of his heirs, executors and
administrators.
Section 7.11. Severability. If any provision or provisions of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining
provisions of this Article (including without limitation, each portion of any
Section of this Article containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and
<PAGE>
(b) to the fullest extent possible, the provisions of this Article
(including, without limitation, each portion of any Section of this Article
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
Section 7.12. Certain Persons Not Entitled To Indemnification Or
Advancement Of Expenses. Notwithstanding any other provision of this Article, no
person shall be entitled to indemnification or advancement of Expenses under
this Article with respect to any Proceeding, or any claim therein, brought or
made by him against the Company.
Section 7.13. Definitions. For purposes of this Article:
(a) "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934
(the "Act"), whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities without the prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (ii) the Company is a
party to a merger, consolidation, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Board of Directors in
office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board of Directors.
(b) "Corporate Status" describes the status of a person who is or was
a director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.
(c) "Disinterested Director" means a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.
(d) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or
<PAGE>
preparing to be a witness in a Proceeding.
(e) "Indemnitee" includes any person who is, or is threatened to be
made, a witness in or a party to any Proceeding as described in Sections 2, 3 or
4 of this Article by reason of his Corporate Status.
(f) "Independent Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past five (5) years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this Article.
(g) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his
rights under this Article.
Section 7.14. Miscellaneous. Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.
<PAGE>
Item 16. Exhibits
1 Form of Underwriting Agreement.
4(a) Collateral Trust Indenture dated as of March 21, 1983, between Rollins
Truck Leasing Corp. (formerly RLC CORP.) and Continental Bank,
National Association (formerly Continental Illinois National Bank and
Trust Company of Chicago), as Trustee, as filed with Registration
Statement No. 33-40476 dated May 10, 1991 is incorporated herein by
reference.
4(b) Third Supplemental Collateral Trust Indenture dated as of February 20,
1986 between Rollins Truck Leasing Corp. (formerly RLC CORP.) and
Continental Bank, National Association (formerly Continental Illinois
National Bank and Trust Company of Chicago), as Trustee, as filed with
Registration Statement No. 33-40476 dated May 10, 1991 is incorporated
herein by reference.
4(c) Eighth Supplemental Collateral Trust Indenture dated as of May 15,
1990 to the Collateral Trust Indenture dated March 21, 1983 as
supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986, between Rollins Truck Leasing Corp. and
Bank of America Illinois (formerly Continental Bank, N.A.), as
Trustee, as filed with the Company's Registration Statement No.
33-67682 dated August 20, 1993 is incorporated herein by reference.
4(d) Form of __________ Supplemental Collateral Trust Indenture dated as of
____________, between Rollins Truck Leasing Corp. and First Union
National Bank, as Trustee.
4(e) Form of Series _______ Debentures (Included in Exhibit 4(d) on pages 1
through 5)
4(f) Ninth Supplemental Collateral Trust Indenture dated as of December 1,
1991 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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as Trustee.
4(g) Tenth Supplemental Collateral Trust Indenture dated as of April 28,
1992 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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as Trustee.
4(h) Eleventh Supplemental Collateral Trust Indenture dated as of March 15,
1993 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 an Eighth Supplemental Indenture
dated as of May 15,
<PAGE>
1990, between Rollins Truck Leasing Corp. and Bank of America
Illinois (formerly Continental Bank, N.A.), as Trustee.
4(i) Twelfth Supplemental Collateral Trust Indenture dated as of March 15,
1994 to the Collateral Trust Indenture dated as of March 21, 1983 as
supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986 and by an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as Trustee.
4(j) Thirteenth Supplemental Collateral Trust Indenture dated as of March
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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as Trustee.
4(k) Fourteenth Supplemental Collateral Trust 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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as Trustee.
4(l) Fifteenth Supplemental Collateral Trust Indenture dated as of March
15, 1996 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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and
First Trust of Illinois, National Association, as Trustee.
4(m) Sixteenth Supplemental Collateral Trust Indenture dated as of August
7, 1996 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 an Eighth Supplemental Indenture
dated as of May 15, 1990, between Rollins Truck Leasing Corp. and
First Trust of Illinois, National Association, as Trustee.
4(n) RLC CORP. (now known as Rollins Truck Leasing Corp.) Rights Agreement
dated as of June 14, 1989 as filed as an Exhibit to Registration
Statement on Form 8-A filed by Registrant on June 15, 1989 is
incorporated herein by reference.
5 Opinion of Counsel for the Company
12 Computation of Ratio of Earnings to Fixed Charges
23(a) Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
23(b) Consent of Counsel for the Company (included in Exhibit 5)
<PAGE>
24 Power of Attorney - included on page 13 of Part II of this
Registration Statement.
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act"), unless the information required to be
included in such post-effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and incorporated herein by reference;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement,
unless the information required to be included in such post-effective amendment
is contained in a periodic report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein by reference;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act each
such post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing by-law provisions, state statute or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such
<PAGE>
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of New Castle, State of Delaware as of the 14th day
of February, 1997.
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
and Chief Accounting Officer
<PAGE>
POWER OF ATTORNEY
Know All Men by these Presents, that each person whose signature appears
below constitutes and appoints John W. Rollins, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ William B. Philipbar, Jr. Director February 14, 1997
- -----------------------------
/s/ Gary W. Rollins Director February 14, 1997
- -----------------------------
Gary W. Rollins
/s/ John W. Rollins Chairman of the Board February 14, 1997
- ----------------------------- and Chief Executive
John W. Rollins Officer
/s/ Henry B. Tippie Vice Chairman of the February 14, 1997
- ----------------------------- Board and Chairman of
Henry B. Tippie the Executive Committee
/s/ Patrick J. Bagley Vice President-Finance and February 14, 1997
- ----------------------------- Treasurer, Chief Financial
Patrick J.Bagley Officer and Chief
Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
- ----------- --------
1. Form of Underwriting Agreement...............................
4(d) Form of ______________ Supplemental Collateral Trust
Indenture dated as of __________________, between Rollins
Truck Leasing Corp. and First Union National Bank, as
Trustee......................................................
4(e) Form of Series ___ Debentures (Included in Exhibit 4(d) on
pages 1 through 5)...........................................
4(f) Ninth Supplemental Collateral Trust Indenture dated as of
December 1, 1991 between Rollins Truck Leasing Corp. and
Bank of America Illinois (formerly Continental Bank, N.A.),
as Trustee.
4(g) Tenth Supplemental Collateral Trust Indenture dated as of
April 28, 1992 between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as
Trustee.
4(h) Eleventh Supplemental Collateral Trust Indenture dated as of
March 15, 1993 between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as
Trustee.
4(i) Twelfth Supplemental Collateral Trust Indenture dated as of
March 15, 1994 between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as
Trustee.
4(j) Thirteenth Supplemental Collateral Trust Indenture dated as
of March 15, 1995 between Rollins Truck Leasing Corp. and
Bank of America Illinois (formerly Continental Bank, N.A.),
as Trustee.
4(k) Fourteenth Supplemental Collateral Trust Indenture dated as
of May 15, 1995 between Rollins Truck Leasing Corp. and Bank
of America Illinois (formerly Continental Bank, N.A.), as
Trustee.
<PAGE>
Exhibit No. Page No.
- ----------- --------
4(l) Fifteenth Supplemental Collateral Trust Indenture dated as
of March 15, 1996 between Rollins Truck Leasing Corp. and
First Trust of Illinois, National Association, as Trustee.
4(m) Sixteenth Supplemental Collateral Trust Indenture dated as
of August 7, 1996 between Rollins Truck Leasing Corp. and
First Trust of Illinois, National Association, as Trustee.
5. Opinion of Michael B. Kinnard, Vice President-General
Counsel and Secretary of the Company
12. Computation of Ratio of Earnings to Fixed Charges
23(a) Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants..........................................
23(b) Consent of Counsel for the Company (Included in Exhibit
5)..........................................................
24. Power of Attorney (Included on page 13 of Part
II).........................................................
25. Form T-1 Statement of Eligibility Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as a
Trustee.....................................................
EXHIBIT 1
Form of Underwriting Agreement
<PAGE>
Rollins Truck Leasing Corp.
Underwriting Agreement
------------------------
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 ________ Supplemental Indenture thereto, to
be dated as of ____________ (the "Indenture"), between the Company and First
Union National Bank, as trustee (the "Trustee"). All or part, as the context may
require, of such securities are hereinafter called the "Securities".
1. Sale and Purchase of the Securities. The Company agrees to sell
to you, and you, on the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein stated, agree
purchase from the Company, at the purchase price set forth in Schedule I hereto,
to 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,
1
<PAGE>
as amended at the date of this Agreement, meets the requirements set forth in
Rule 415 (a)(1)(x) under the Securities Act and complies in all other material
respects with such Rule. The Company proposes to file with the Commission
pursuant to Rule 424 under the Securities Act ("Rule 424") a supplement to the
form of prospectus included in such registration statement relating to the
Securities and the plan of distribution thereof and has previously advised you
of all further information (financial and other) with respect to the Company to
be set forth therein. Such registration statement, including the exhibits
thereto, as amended at the date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it shall be filed with the
Commission pursuant to Rule 424 (including the Basic Prospectus as so
supplemented) is hereinafter called the "Final Prospectus". Any preliminary form
of the Final Prospectus which has heretofore been filed pursuant to Rule 424 is
hereinafter called the "Interim Prospectus". Any reference herein to the
Registration Statement, the Basic Prospectus, any Interim Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the date of this Agreement, or the issue date of the Basic Prospectus,
any Interim Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, any Interim Prospectus or
the Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Interim Prospectus or the Final Prospectus, as
the case may be, and deemed to be incorporated therein by reference.
The Company hereby confirms that you and the dealers have been
authorized to distribute or cause to be distributed any Interim Prospectus and
are authorized to distribute the Final Prospectus (as from time to time amended
or supplemented if the Company furnishes amendments or supplements thereto to
you).
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
2
<PAGE>
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
3
<PAGE>
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 of accountants identified in Exhibit A hereto,
dated the Closing Date, substantially in the form of such Exhibit.
(g) You shall have received on the Closing Date from the
counsel for the Company identified in Exhibit B hereto, an opinion,
dated the Closing Date, substantially identical to the proposed form
of opinion set forth in such Exhibit.
(h) Subsequent to the execution of this Agreement, there
shall not have been any decrease in the ratings of any of the
Company's debt securities by Moody's Investors Service, Inc. or
Standard & Poor's Corporation from those in effect at the date of
this Agreement nor shall Moody's Investors Services Inc. or
Standard and Poor's Corporation have publicly announced that it has
under surveillance or review, with possible negative implications,
its rating of the Company's debt securities.
(i) You shall have received on the Closing Date from
Cravath, Swaine & Moore, counsel for the Underwriter, an opinion,
dated the Closing Date, with respect to the Company, the Indenture,
the Securities, the Registration Statement, the Final Prospectus
and this Agreement and the form and sufficiency of all
proceedings taken in
4
<PAGE>
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 mailed or to be delivered to the
Commission for filing pursuant to Rule 424 and 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 for filing pursuant to Rule 424, (2) when any amendment
to the Registration Statement relating to the Securities shall have
become effective, (3) of the initiation or threatening by the
Commission of any proceedings for the issuance of any order
suspending the effectiveness of the Registration Statement or the
qualification of the Indenture, (4) of the receipt by the Company or
any representative of or attorney for the Company of any other
communication from the Commission relating to the Company, the
Registration Statement, the Basic Prospectus, any Interim Prospectus
or the Final Prospectus and (5) of the receipt by the Company or any
representative of or attorney for the Company of any notification
with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will make every reasonable
effort to prevent the issuance of any order suspending the
effectiveness of the Registration Statement or the qualification of
the Indenture and, if any such order is issued, to obtain as soon as
possible the lifting thereof.
(c) To deliver to you, without charge, (1) signed copies of
the Registration Statement and each amendment thereto which shall
become effective on or before the Closing Date (including all
exhibits filed with, or incorporated by reference in, any such
document) and (2) as many conformed copies of the Indenture and the
Registration Statement and of each amendment thereto which shall
become effective on or before the Closing Date (excluding exhibits)
as you may reasonably request.
(d) During such period as a prospectus is required by law
to be delivered by an Underwriter or dealer, to deliver, without
charge, to you and to the Underwriter and dealers, at such office
or offices
5
<PAGE>
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
6
<PAGE>
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 in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any of
them, may become subject under the Securities Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement,
the Basic Prospectus, any Interim Prospectus or the Final Prospectus,
or such amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
except insofar as any such untrue statement or omission or alleged
untrue statement or omission was made in (1) the Registration
Statement, the Basic Prospectus, any Interim Prospectus or the Final
Prospectus, or such amendment or supplement, in reliance upon and in
7
<PAGE>
conformity with information furnished in writing to the Company by
the Underwriter expressly for use therein or (2) that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification on Form T-1 of the Trustee under the
Trust Indenture Act, except statements or omissions in such Statement
made in reliance upon information furnished in writing to the Trustee
by or on behalf of the Company for use therein; provided, however,
that such indemnity with respect to the Basic Prospectus or any
Interim Prospectus shall not inure to the benefit of the Underwriter
(or any person controlling the Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased
Securities that are the subject thereof if such person did not
receive a copy of the Final Prospectus (not including the documents
incorporated therein by reference) at or prior to the confirmation of
the sale of such Securities to such person in any case where such
delivery is required by the Securities Act and the untrue statement
or omission of a material fact contained in the Basic Prospectus or
any Interim Prospectus was corrected in the Final Prospectus, unless
such failure to deliver the Final Prospectus was a result of
noncompliance by the Company with paragraph (d) of Section 6 hereof.
(b) The Underwriter agrees to indemnify and hold harmless
the Company, each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act, each director of the
Company and each officer of the Company who signs the Registration
Statement to the same extent as the foregoing indemnity from the
Company to the Underwriter, but only insofar as such losses, claims,
damages or liabilities arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission that
was made in the Registration Statement, the Basic Prospectus, any
Interim Prospectus or the Final Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company by the Underwriter
expressly for use therein; provided, however, that the obligation of
the Underwriter to indemnify the Company hereunder shall be limited
to the total price at which the Securities purchased by the
Underwriter hereunder were offered to the public. The Company
acknowledges that the statements set forth in the last paragraph of
the cover page and under the heading "Underwriting" or "Plan of
Distribution" in any Interim Prospectus or the Final Prospectus
constitute the only information furnished in writing by or on behalf
of the Underwriter for inclusion in the documents referred to in the
foregoing indemnity and you confirm that such statements are correct.
(c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action, suit or proceeding against any
such party in respect of which a claim is to be made against an
indemnifying party under this Section 7, notify each such
indemnifying party of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served, but the omission
so to notify such indemnifying party of any such action, suit or
proceeding shall not relieve it from any liability that it may have
to any indemnified party otherwise than under this Section 7. In case
any such action, suit
8
<PAGE>
or proceeding shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, such
indemnifying party or parties shall be entitled to participate in,
and, to the extent that it or they shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party or parties to such indemnified party of
its or their election so to assume the defense thereof, the
indemnifying party or parties shall not be liable to such indemnified
party for any legal or other expenses, other than reasonable costs of
investigation subsequently incurred by such indemnified party in
connection with the defense thereof. The indemnified party shall have
the right to employ separate counsel in any such action, but the fees
and expenses of such counsel shall be at the expense of such
indemnified party unless (1) the employment of counsel by such
indemnified party has been authorized by the indemnifying party or
parties, (2) the indemnified party shall have reasonably concluded
that there may be a conflict of interest between the indemnifying
party or parties and the indemnified party in the conduct of the
defense of such action (in which case the indemnifying party or
parties shall not have the right to direct the defense of such action
on behalf of the indemnified party) or (3) the indemnifying party or
parties shall not in fact have employed counsel to assume the defense
of such action, in each of which cases the fees and expenses of
separate counsel for the indemnified party shall be at the expense of
the indemnifying party or parties. An indemnifying party shall not be
liable for any settlement of any action or claim effected without its
written consent.
8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
paragraph (a) of Section 7 hereof is applicable but for any reason is held to be
unavailable from the Company, the Company and the Underwriter shall contribute
to the aggregate losses, claims, damages and liabilities (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting any contribution received by the Company from
persons other than the Underwriter, such as persons who control the Company
within the meaning of the Securities Act, officers of the Company who signed the
Registration Statement and directors of the Company, who may also be liable for
contribution) to which the Company and the Underwriter may be subject in such
proportion so that the Underwriter is responsible for that portion represented
by the percentage that the underwriting discount (the difference between the
aggregate of the price or prices at which the Securities are sold by the
Underwriter and the purchase price of the Securities set forth in Schedule I
hereto) bears to the sum of such discount and the purchase price of the
Securities set forth in Schedule I thereto and the Company is responsible for
the balance; provided, however, that (a) in no case shall the Underwriter
(except as may be provided in any agreement among underwriters relating to the
offering of the Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by the Underwriter
hereunder and (b) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
9
<PAGE>
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 mailed for filing 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
10
<PAGE>
(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 Michael B. Kinnard, Esq., Vice President-General Counsel
11
<PAGE>
and Secretary.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
Please confirm that the foregoing correctly sets forth the agreement
between us.
Very truly yours,
ROLLINS TRUCK LEASING CORP.
By:
------------------------
(Title)
Confirmed:
(Name of Representatives)
- ---------------------------------------
By:
------------------------------------
(Title)
Acting on behalf of itself and the several Underwriters, if any, named in
Schedule II annexed hereto.
12
<PAGE>
SCHEDULE I
Underwriting Agreement dated ____________________
Registration Statement No. _________________
Underwriter:
Title, Purchase Price and Description of Securities:
Title: ____% Collateral Trust Debentures, Series ___, due ______________
Principal amount: $__________
Purchase price: $__________ plus accrued interest from ___________,
if any
Sinking fund provisions: _________________________________
Redemption provisions: ________________________________
Other provisions: ___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
Closing Date, Time and Location: ______________________________________
______________________________________
______________________________________
Delayed Delivery Arrangements: _______________________________________________
Fee: ________________________________
Minimum principal amount of each contract: ___________________________
Maximum aggregate principal amount of all contracts: _________________
<PAGE>
SCHEDULE II
Principal
Amount
of
Securities
to be
Underwriter Purchased
- ----------- ----------
$ __________
Total $ ==========
<PAGE>
SCHEDULE III*
Delayed Delivery Contract
(Name and Address of Representatives)
Dear Sirs:
The undersigned hereby agrees to purchase from Rollins Truck Leasing
Corp. (the "Company"), and the Company agrees to sell to the undersigned, on
__________________ (the "Delivery Date"), $______________ principal amount of
the Company's Collateral Trust Debentures (the "Securities") offered by the
Company's Final Prospectus dated ________________, receipt of a copy of which is
hereby acknowledged, at a purchase price of ___% of the principal amount
thereof, plus accrued interest, ** if any, thereon from _____________________,
to the date of payment and delivery, and on the further terms and conditions set
forth in this contract.
Payment for the Securities to be purchased by the undersigned shall be
made on or before 11:00 a.m. New York City time on the Delivery Date to or upon
the order of the Company in New York Clearing House (next-day) funds, at your
office or at such other place as shall be agreed between the Company and the
undersigned upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and registered in
such names as the undersigned may request by written or telegraphic
communication addressed to the Company not less than five full business days
prior to the Delivery Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a denomination equal to
the aggregate principal amount of Securities to be purchased by the undersigned
on the Delivery Date.
- ------------
* Include this Schedule III only if delayed delivery arrangements are used.
** Insert "amortization" in place of "interest" if zero coupon or deep
discount securities are involved.
1
<PAGE>
The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date, and the obligation of the Company to sell
and deliver Securities on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the undersigned, which
purchase the undersigned represents is not prohibited on the date hereof, shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject, and (2) the Company, on or before the Delivery
Date, shall have sold to certain underwriters (the "Underwriters") such
principal amount of the Securities as is to be sold to them pursuant to the
Underwriting Agreement referred to in the Final Prospectus mentioned above.
Promptly after completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith. The obligation of the
undersigned to take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and delivered,
shall not be affected by the failure of any purchaser to take delivery of and
make payment for the Securities pursuant to other contracts similar to this
contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first serve basis. If this contract is
acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance with
the laws of the State of New York.
Very truly yours,
--------------------------------
(Name of Purchaser)
By:
--------------------------------
(Signature and Title of Officer)
--------------------------------
(Address)
Accepted:
Rollins Truck Leasing Corp.
By:____________________________
(Authorized Signature)
2
<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 Financial Highlights
and 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
1
<PAGE>
10-Q under the Exchange Act; and said unaudited financial
statements are not fairly presented (except as permitted by
Form 10-Q) in conformity with generally accepted accounting
principles applied on a basis substantially consistent with
that of the audited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus;
(3) with respect to the period subsequent to the date
of the most recent financial statements included or
incorporated in the Registration Statement and the Final
Prospectus, there were any changes, at a specified date not
more than five business days prior to the date of the letter,
in the equipment financing obligations or the long-term debt
of the Company and its subsidiaries consolidated or capital
stock of the Company or decreases in the consolidated
shareholders' equity of the Company and its subsidiaries as
compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the
Registration Statement and the Final Prospectus, or for the
period from the date of the most recent financial statements
included or incorporated in the Registration Statement and the
Final Prospectus to such specified date there were any
decreases, as compared with the corresponding period in the
preceding year, in consolidated earnings before interest
expenses, earnings from spun-off operations and taxes on
income, or in total or per share amounts of net earnings from
continuing operations, of the Company and its subsidiaries,
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by
an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the
Underwriter; and
(c) they have performed certain other specified procedures
as a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Final Prospectus, as
amended or supplemented, and in Exhibit 12 to the Registration
Statement, including the information included or incorporated in Items
1,6 and 7 of the Company's Annual Report on Form 10-K incorporated
therein or in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in any of
the Company's Quarterly Reports on Form 10-Q incorporated therein,
agrees with the accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.
- -------------
* All capitalized terms used herein shall have the meanings ascribed to
them in the Underwriting Agreement of which this Exhibit A is a part.
2
<PAGE>
EXHIBIT B
The Company* shall furnish to the Underwriter the opinion of Michael
B. Kinnard, Esq., Vice President-General Counsel and Secretary of the
Company, dated the Closing Date, to the effect that:
(i) each of the Company and Rollins Leasing Corp. (the
"Subsidiary") has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction in
which it is chartered or organized, with full corporate power and
authority to own its properties and conduct its business as described
in the Final Prospectus, and is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business;
(ii) all the outstanding shares of capital stock of the
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and all outstanding shares of capital
stock of the Subsidiary are owned by the Company either directly or
through wholly-owned subsidiaries free and clear of any perfected
security interest and, to the knowledge of such counsel, after due
inquiry, any other security interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is as
set forth in the Final Prospectus; the Securities conform to the
description thereof contained in the Final Prospectus; and, if the
Securities are to be listed on the New York Stock Exchange,
authorization therefor has been given, subject to official notice of
issuance and evidence of satisfactory distribution, or the Company has
filed a preliminary listing application and all required supporting
documents with respect to the Securities with the New York Stock
Exchange and such counsel has no reason to believe that the Securities
will not be authorized for listing, subject to official notice of
issuance and evidence of satisfactory distribution;
(iv) the Collateral Trust Indenture dated as of March 21,
1983 as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986 and an Eighth Supplemental
Indenture thereto dated as of May 15, 1990 (the "Original
Indenture"), between the Company and Continental Bank, National
Association, as Trustee, and the _______ Supplemental Indenture dated
as of _____________ (the "_______ 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 _______ Supplemental Indenture (the "Indenture"), and
delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement of which this
1
<PAGE>
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 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
2
<PAGE>
counsel and to which the Company or any of its subsidiaries is a party
or bound, or any order or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to
the registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the applications of laws of any jurisdiction other than the State of
Delaware or the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Underwriter; and (B) as to
matters of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials.
- -------------------------
* All capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Underwriting Agreement of which this
Exhibit B is a part.
** For appropriate changes if delayed delivery arrangements are used,
see Exhibit C to the Underwriting Agreement.
3
<PAGE>
EXHIBIT C
If delayed delivery arrangements are used, the following changes should
be made in the Underwriting Agreement of which this Exhibit C is a part (the
"Underwriting Agreement") and in Exhibit B to the Underwriting Agreement.
1. At the end of the first sentence of Section 1 of the
Underwriting Agreement, add the following:
"except that if Schedule I hereto provides for the sale of
Securities pursuant to delayed delivery arrangements, the
respective principal amounts of Securities to be purchased by
the Underwriters shall be as set forth in Schedule II hereto,
less the respective amounts of Contract Securities determined
as provided below. Securities to be purchased by the
Underwriters are herein sometimes called the 'Underwriters'
Securities' and Securities to be purchased pursuant to Delayed
Delivery Contracts (as hereinafter defined) are herein called
'Contract Securities'."
2. Add the following as a new second paragraph of Section
I of the Underwriting Agreement:
"If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ('Delayed
Delivery Contracts') substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorized or approve. The Underwriters will endeavor to make
such arrangements, and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date (as hereinafter defined),
the fee set forth in Schedule I hereto with respect to the
principal amount of Securities for which delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The
Company will make Delayed Delivery Contracts in all cases
where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the total principal
amount of Contract Securities may not exceed the maximum
principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of
the validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion to
the total principal amount of Contract Securities as the
principal amount of Securities set forth opposite the name of
such Underwriter bears to the total principal amount of
Securities set forth in
1
<PAGE>
Schedule II hereto, except to the extent that you, the
Representatives, determine that such reduction shall be
otherwise than in such proportion and so advise the Company in
writing; provided, however, that the total principal amount of
Securities to be purchased by all Underwriters shall be the
total principal amount set forth in Schedule II hereto less
the total principal amount of Contract Securities".
3. Change the three references to "Securities" in
Section 2 of the Underwriting Agreement to "Underwriters' Securities".
4. In the fourth line of Section 5(i) of the Underwriting
Agreement, replace "and" before "this Agreement" with a comma and add
"and any Delayed Delivery Contracts" after "this Agreement".
5. Add the following as a new Section 5(j) of the
Underwriting Agreement:
"(j) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company."
6. Replace the last sentence of Section 7(b) of the
Underwriting Agreement with the following sentence:
"The Company acknowledges that the statements set forth in the
last paragraph of the cover page, under the heading
'Underwriting' or 'Plan of Distribution' and, if Schedule I
hereto provides for sales of Securities pursuant to delayed
delivery arrangements, under the heading 'Delayed Delivery
Arrangements' in any Interim Prospectus or the Final
Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing
indemnity and you, as the Representatives, confirm that such
statements are correct."
7. Add the following between "Agreement" and "will" one line
from the end of clause (iv) of Exhibit B to the Underwriting Agreement:
"in the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery Contracts, in
the case of any Contract Securities,".
8. Replace clause (vii) of Exhibit B to the Underwriting
Agreement with the following:
"(vii) the Underwriting Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by
the Company:"
9. Add "or in any Delayed Delivery Contracts" after
"Agreement" in the third line of clause (viii) and in the second line
of clause (ix) of Exhibit B to the Underwriting Agreement.
2
<PAGE>
10. Add "or of any Delayed Delivery Contracts" after
"Agreement" in the third line of clause (ix) of Exhibit B to the
Underwriting Agreement.
3
Exhibit 4(d)
Form of __________ Supplemental Collateral Trust Indenture
dated as of _____________, between Rollins Truck Leasing Corp. and First Union
National Bank, as Trustee.
<PAGE>
================================================================================
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
______ SUPPLEMENTAL INDENTURE
Dated as of ___________________________
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
_______ % COLLATERAL TRUST DEBENTURES, SERIES _____, DUE ________________
================================================================================
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series __ Debentures 1
Text of Forms:
Form of Face of Series __ Debentures 1
Form of Trustee's Authentication Certificate for Series __
Debentures 3
Form of Reverse of Series __ Debentures 4
All Things Done 6
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III- Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series __ Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series __ Debentures 8
SECTION 3. Redemption of Series __ Debentures
(a) Redemption Prices 8
(b) Minimum Amounts 8
SECTION 4. Redemption Out of Moneys Held Under Article IX of the
Original Indenture
(a) Series __ Debentures May be Redeemed 8
(b) Provisions Relating to Redemption 8
SECTION 5. Sinking Funds for Series __ Debentures
(a) Series __ Mandatory Sinking Fund 9
(b) Series __ Optional Sinking Fund 9
(c) Sinking Fund Redemption Price 9
(d) Selection of Debentures for Sinking Funds;
Notice Thereof 9
(e) Credit for Debentures Delivered by Corporation 9
(f) Payment of Series __ Sinking Fund Obligations;
Surrender of Series __ Debentures 10
SECTION 6. Maintenance of Office or Agency; Authenticating
Agent for Series __ Debentures 10
SECTION 7. Original Indenture Ratified 10
SECTION 8. Trustee Not Responsible 10
SECTION 9. Defined Terms 10
SECTION 10. Counterparts 10
SECTION 11. Applicable Law 10
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
</TABLE>
- ------------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the _____ Supplemental Indenture.
i
<PAGE>
_________ SUPPLEMENTAL INDENTURE (herein called the "________
Supplemental Indenture"), dated as of ________________, between Rollins Truck
Leasing Corp., a Delaware corporation (herein called the "Corporation"), and
FIRST UNION NATIONAL BANK, a national banking association, as Trustee (herein
called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated as of May 15,
1990 (the "Original Indenture"; the Original Indenture, as supplemented and
amended by this ________ 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 __ Debentures") to be designated as
"______ Collateral Trust Debentures, Series __, Due ________________", to be in
the aggregate principal amount of not in excess of $____________;
WHEREAS, the Series __ Debentures and the Trustee's certificate to be
endorsed on the Series __ 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 __ DEBENTURES)
Rollins Truck Leasing Corp.
______ COLLATERAL TRUST DEBENTURE, SERIES __, DUE _______________
$_____________________________ 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 ____________
on _____________________ 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 ______ per annum
(and at the same rate per annum on any overdue principal, premium, if any, and,
to the extent legally enforceable, overdue installment of interest) in like coin
or currency from the _____ day of ___ or ________ as the case may be, to which
interest on the Series __ Debentures has been paid preceding the date hereof
(unless the date hereof is a ______ or __________ to which interest has been
paid, in which case from the date hereof, or unless no interest has been paid on
the Series __ Debentures since the original issuance of this Debenture, in which
case from _________________), semiannually on ______ and __________ until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing,
1
<PAGE>
if the date hereof is after ______ or ___________ as the case may be, and before
the following ______ or ________ this Debenture shall bear interest from such
______ or _________ ; provided, however, that if the Corporation shall default
in the payment of interest due on such ______ or ___________ then this Debenture
shall bear interest from the next preceding ______ or __________ to which
interest has been paid or, if no interest has been paid on the Series __
Debentures since the original issuance of this Debenture, from _______________.
The interest so payable on any _______ or __________ 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 ______ or ___________ as the case may be, next preceding such ______
or __________. Payment of the principal of, premium, if any, 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 __ 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 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)
ATTESTED:
- --------------------------------
(Title)
2
<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.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY:_________________________________________
Authorized Officer
3
<PAGE>
(FORM OF REVERSE OF SERIES __ 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, 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, between the
Corporation and First Union National Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee), as last supplemented and
amended by a ______ Supplemental Indenture, dated as of ________________ (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 "______
Collateral Trust Debentures, Series __, due ________________" of the Corporation
(herein called the "Series __ Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $__________ 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 premium, if any, 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 __ 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.
4
<PAGE>
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.
In the manner and with the effect set forth in the Indenture, the
Series __ Debentures may be redeemed on or after ________________ as a whole or
in part at the option of the Corporation at a price equal to 100% of the
principal amount thereof together with interest accrued thereon to the date
fixed for redemption. The Series __ Debentures are also redeemable through
mandatory and optional sinking funds provided for in the Indenture payable
annually on _________________ and ________________, at 100% of the principal
amount thereof together with interest accrued thereon to the date fixed for
redemption.
Each such redemption shall be on at least 30 days' prior notice as
provided in the Indenture.
Upon any partial redemption of this Debenture, it shall, without charge
to the registered holder hereof, be surrendered in exchange for one or more
Debentures of the same series and maturity, for the principal amount of the
unredeemed portion of this Debenture.
If this Debenture or any portion hereof shall be called for redemption
(whether for the sinking funds or otherwise) and payment be duly provided
therefor as specified in the Indenture, interest shall cease to accrue hereon or
on such portion hereof from and after the date fixed for redemption.
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 premium, if any, 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
premium, if any, 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
5
<PAGE>
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 __ DEBENTURES)
6
<PAGE>
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series __ 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 Bylaws of the Corporation, and all other acts and things
necessary to make the Series __ Debentures, when executed by the Corporation,
and authenticated and delivered by the Trustee as in this ______ Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this ______ Supplemental Indenture a valid, binding and legal
instrument for the security of the Series __ Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS ______ 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 ______ 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
A note of Rollins Leasing Corp., a Delaware corporation, dated
________________ in the aggregate principal amount of $__________.
GRANTING CLAUSE II
Agreement and Assignment
The following agreement and assignment:
A. A Loan Agreement dated as of ________________, 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 ______ Supplemental
Indenture or the Original Indenture.
7
<PAGE>
B. Assignment dated as of ________________, 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 ______
Supplemental Indenture or the Original Indenture.
8
<PAGE>
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 __ Debentures: Terms and Provisions. Series __
Debentures shall be designated as "______ Collateral Trust Debentures, Series
__, due ________________" of the Corporation, and shall have the following terms
and provisions:
(a) Series __ Debentures shall be substantially in the form
set forth in the recitals hereto.
(b) The aggregate principal amount of Series __ Debentures
which may be issued shall be limited to $__________, except Series __
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration or transfer of, other Series __ Debentures
pursuant to the provisions of Article II and Sections 5.01(e) and 18.04
of the Original Indenture.
(c) Series __ Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series __ Debentures shall mature ________________, and
shall bear interest as provided in Section 2.06(b) of the Original
Indenture, payable semi-annually on ______ and __________ in each year,
commencing
9
<PAGE>
____________, at the rate of _____% per annum (except that the first
semi-annual interest payment will be for the period ________________
through ____________) until the principal thereof shall become due and
payable (whether at the stated maturity, upon redemption, by
declaration or otherwise), and at the same rate per annum on any
overdue principal, premium, if any, and (to the extent legally
enforceable) any overdue installment of interest. Payment of principal,
premium, if any, 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 __ 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 __ Debentures shall be subject to redemption at the
option of the Corporation in the manner specified in, and subject to
the provisions of, Article V of the Original Indenture and Sections 3
and 4 of this ______ Supplemental Indenture.
(g) Series __ Debentures shall be subject to redemption from
the sinking funds provided for Series __ Debentures in the manner
specified in, and subject to the provisions of, Section 5 of this
______ Supplemental Indenture.
SECTION 2. Authentication and Delivery of Series __ Debentures. On or
after the date of execution and delivery of the ______ Supplemental Indenture
and upon compliance with the provisions of Article IV of the Original Indenture,
Series __ Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the ______ Supplemental Indenture) shall be executed by
the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series __ 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. Redemption of Series __ Debentures.
(a) Redemption Prices. Subject to the provisions of subsection
(b) of this Section 3, the Corporation may, at its option, redeem, in
the manner and with the effect provided in Article V of the Original
Indenture, the Series __ Debentures as a whole at any time or in part
from time to time by the payment of a Redemption Price set forth in the
form of the Series __ Debentures included in the recitals hereto;
provided, however, that no such redemption may be made prior to
________________.
(b) Minimum Amounts. No redemption of Series __ Debentures
pursuant to the optional redemption provisions of subsection (a) of
this Section 3 or pursuant to Section 4 of this ______ Supplemental
Indenture shall be
10
<PAGE>
made in an aggregate principal amount of less than $1,000,000 on the
occasion of any such redemption in part.
SECTION 4. Redemption Out of Moneys Held Under Article IX of the
Original Indenture.
(a) Series __ Debentures May Be Redeemed. Subject to the time
restriction set forth in subsection (a) of Section 3 of this ______
Supplemental Indenture and to the provisions of Sections 5.03(a), 9.01
and 9.03 of the Original Indenture, the Corporation may elect to redeem
in whole or in part before maturity Series __ Debentures at a
Redemption Price equal to the Redemption Price set forth in subsection
(a) of Section 3 of this ______ Supplemental Indenture, at such time or
from time to time as the Board of Directors may determine, out of the
moneys held by the Trustee under Article IX of the Original Indenture.
(b) Provisions Relating to Redemption. The provisions of
Section 5.03 (b), (c), (d) and (e) of the Original Indenture shall
apply in all respects to redemptions pursuant to this Section 4, except
that, for the purposes of the Series __ Debentures, the words "the
provisions of subsection (a) of this Section 5.03" in the last line of
Section 5.03(b)(ii) of the Original Indenture shall be deemed to read
"subsection (b) of Section 3 and subsection (a) of Section 4 of the
______ Supplemental Indenture hereto".
SECTION 5. Sinking Funds for Series __ Debentures.
(a) Series __ Mandatory Sinking Fund. As and for a mandatory
sinking fund (herein called the "Series __ Mandatory Sinking Fund") for
the redemption of Series __ Debentures, the Corporation will, so long
as any Series __ Debentures shall be Outstanding, pay, or cause to be
paid, to the Trustee annually, on or before ________________, and
_________, ____ (each of said dates being hereinafter called a "Series
__ Sinking Fund Payment Date"), an amount sufficient to redeem at the
Sinking Fund Redemption Price specified in subsection (c) of this
Section 5, $___________ in principal amount of Series __ Debentures.
(b) Series __ Optional Sinking Fund. As and for an optional
sinking fund (herein called the "Series __ Optional Sinking Fund") for
the redemption of Series __ Debentures, the Corporation may, at its
option, pay to the Trustee on or before any Series __ Sinking Fund
Payment Date an additional amount equal to or less than the amount
required to be paid pursuant to subsection (a) of this Section 5 on
such Series __ Sinking Fund Payment Date. No Series __ Optional Sinking
Fund payment shall have the effect of reducing the amount of any Series
__ Mandatory Sinking Fund payment, and the right to make any Series __
Optional Sinking Fund payment, if not exercised on a particular Series
__ Sinking Fund Payment Date, shall not be cumulative.
If the Corporation shall intend to exercise its right to make any
Series __ Optional Sinking Fund payment on any Series __ Sinking Fund
Payment Date, it shall deliver to the Trustee, at least 45 days prior
to such Series __ Sinking Fund Payment Date, an Officers' Certificate
stating that the Corporation intends to make such payment, specifying
the amount
11
<PAGE>
thereof. Upon the delivery of such Officers' Certificate, the
Corporation's Sinking Fund Obligation with respect to Series __
Debentures (hereinafter called the "Series __ Sinking Fund Obligation")
payable on such Series __ Sinking Fund Payment Date shall be deemed to
be increased by the amount specified in such Officers' Certificate. If
such Officers' Certificate shall not be so delivered, the right to make
such payment on such Series __ Sinking Fund Payment Date shall expire.
(c) Sinking Fund Redemption Price. The Sinking Fund Redemption
Price of the Series __ Debentures to be redeemed for the Series __
Mandatory or Optional Sinking Fund shall be the sum of (i) 100% of the
principal amount of such Series __ Debentures to be redeemed and
(ii) interest accrued and unpaid on said principal amount to the
Redemption Date of such Series __ Debentures.
(d) Selection of Debentures for Sinking Funds; Notice Thereof.
On or before the 30th day prior to each Series __ Sinking Fund Payment
Date, the Trustee shall, in the manner provided in Section 5.01 of the
Original Indenture:
(i) select for the Series __ Mandatory Sinking Fund
and the Series __ Optional Sinking Fund, if applicable, the
Series __ Debentures or portions thereof to be redeemed on
such Series __ Sinking Fund Payment Date;
(ii) notify the Corporation in writing of the numbers
of the Series __ Debentures and portions thereof to be
redeemed; and
(iii) give, or cause to be given, on behalf of the
Corporation a notice of redemption for such sinking fund or
funds of the Series __ Debentures or portions thereof so
selected, which notice shall contain the information specified
in Section 5.01(b) of the Original Indenture.
(e) Credit for Debentures Delivered by Corporation. The
Corporation shall have the right, subject to the conditions contained
in this subsection (e), to satisfy any Series __ Sinking Fund
Obligation, in whole or in part, by delivering to the Trustee
Outstanding Series __ Debentures in transferable form and the Trustee
shall credit such Series __ Sinking Fund Obligation with an amount
equal to the Series __ Sinking Fund Redemption Price of such Debentures
so delivered. If the Corporation shall elect so to deliver Series __
Debentures for credit on any Series __ Sinking Fund Obligation, it
shall deliver such Debentures uncancelled to the Trustee 45 (or such
lesser number, not less than 30, as the Trustee may permit) days prior
to the Series __ Sinking Fund Payment Date on which such Sinking Fund
Obligation is required to be paid, and also an Officers' Certificate
stating or setting forth (i) that the accompanying Series __ Debentures
are to be used as a credit towards the next Series __ Sinking Fund
Obligation and (ii) the serial numbers of the Series __ Debentures so
delivered. In case of the failure of the Corporation, at or before the
time so required, to deliver such Series __ Debentures or such
Officers' Certificate, the Series __ Sinking Fund Obligation shall be
paid entirely in cash.
(f) Payment of Series __ Sinking Fund Obligations; Surrender
of Series
12
<PAGE>
__ Debentures. On or before any Series __ Sinking Fund Payment Date,
the Corporation shall pay, or cause to be paid, to the Trustee the
amount in cash required, after any reduction pursuant to subsection (e)
of this Section 5, to redeem the Series __ Debentures or portions
thereof selected for redemption. The Trustee shall hold, and on and
after such Series __ Sinking Fund Payment Date, the Trustee shall
apply, or cause to be applied, such amount, and the Debentures or
portions thereof called for redemption shall be surrendered or
presented, all in the manner, with the effect and subject to the
conditions provided in Article V of the Original Indenture for the
redemption of Debentures.
SECTION 6. Maintenance of Office or Agency; Authenticating Agent for
Series __ Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series __ Debentures to the same extent as if
the words "Series __ Debentures" were substituted for the words "Series A
Debentures" in each place in which the latter quotation was employed in the
aforesaid Section.
SECTION 7. Original Indenture Ratified. The Original Indenture is in
all respects ratified and confirmed and the ______ 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 8. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the ______
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
______ Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 9. Defined Terms. All terms used in the ______ Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 10. Counterparts. The ______ 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 11. Applicable Law. The ______ Supplemental Indenture shall be
construed in accordance with and governed by the law of the State of Delaware.
13
<PAGE>
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused the ______
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 ______ Supplemental Indenture to be attested by its Secretary, and
First Union National Bank, in evidence of its acceptance of the trusts hereby
created, has caused this ______ 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 ________________.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:_________________________________
(Title)
Attest:
- ---------------------------------
(Title)
FIRST UNION NATIONAL BANK
(CORPORATE SEAL) BY:_________________________________
(Title)
Attest:
- ---------------------------------
(Title)
14
<PAGE>
EXHIBIT A
(FORM OF LOAN AGREEMENT)
================================================================================
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of _________________________________
================================================================================
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of
_____________, ______ 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 $__________,
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
_____% Collateral Trust Debentures, Series __, due __________, _____ (herein
called the "Series __ Debentures"), in an aggregate principal amount not
exceeding $__________, 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
dated as of May 15, 1990, between the Corporation and First Union National Bank,
as Trustee (the "Original Indenture"; the Original Indenture, as supplemented by
this _____ Supplemental Indenture dated as of ___________, _______, 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 _____% 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:
"Debentures", "Equipment Indebtedness", "Note", "Outstanding", "Participating
Subsidiary", "Permitted Indebtedness", "Person", "Pledged Property", "Series __
Debentures", "Series __ Mandatory Sinking Fund", "Series __ Optional Sinking
Fund", "Sinking Fund Obligation", "Sinking Fund Payment Date", "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 $__________ at a price of ___% of
such principal amount.
The sale of the Note will take place promptly after the execution and
delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly
executed and dated ___________, _______, 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 __ Debentures
referred to in Section 1, and
(b) by the Corporation to the Borrower of a certified or
official bank check or checks in ______________ funds (or in such other
form as shall be
1
<PAGE>
acceptable to the Borrower) in an amount equal to $__________;
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 __ Debentures in
an aggregate principal amount equal to the sum of the principal amount
of the Note issued by the Borrower in respect of the issuance of such
Series __ Debentures.
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, Premium and Interest. The Borrower
will duly and punctually pay, or cause to be paid, the principal of,
and premium, if any, 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 Article I of the Indenture as
amended by 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
2
<PAGE>
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 premium, if any, 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,
premium or interest on the Note, or any payments to be made pursuant to Section
3
<PAGE>
6(a) or Section 6(b), 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) Prepayment for Mandatory and Optional Redemptions and
Sinking Funds. 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, the amounts (i) which are
required to be paid by the Corporation to satisfy any Sinking Fund
Obligation for the Series __ Debentures set forth in the ______
Supplemental Indenture, on or prior to the Sinking Fund Payment Dates
for such Series __ Debentures, in accordance with Section 5 of the
______ Supplemental Indenture and (ii) which are required to be paid by
the Corporation to redeem Series __ Debentures pursuant to Section
5.01(a) of the Indenture and Sections 3 and 4 of the ______
Supplemental Indenture. Any such amounts shall be paid as provided in
Section 5 of this Agreement and shall be applied as a payment or
prepayment on the Note in accordance with subsection (d) of this
Section 6.
(b) 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 (d) of this Section 6.
(c) Notice of Certain Prepayments. If the Corporation shall
intend to make any payments, or cause any payments to be made, pursuant
to the Series __ Optional Sinking Fund, set forth in Section 5(b) of
the ______ Supplemental Indenture, or pursuant to Section 5.01(d) of
the Original Indenture, or if payments are required to be made 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) and (b) of this Section 6.
(d) 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
4
<PAGE>
the Note; provided, further, that the principal amount of the Note
shall be appropriately reduced in an amount equal to the aggregate
principal amount of any Series __ Debentures delivered to the Trustee
for credit against a Sinking Fund Obligation, if any, such reduction to
be made on the date of such delivery. 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.
(e) Corporation To Make Certain Payments. When and if the
Borrower shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other
action with respect to the Debentures as shall be required to be made
or taken by the Corporation in accordance with and pursuant to this
Agreement and the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note shall
be pledged with Trustee under the Indenture, payments of principal thereof, and
premium, if any, and interest thereon, shall be made without need for any
presentment of the Note, but payments of principal shall be noted thereon by the
Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note shall
be pledged with Trustee under the Indenture (a) this Agreement may be modified,
altered, supplemented or amended upon the execution and delivery of a written
amendment by the parties hereto pursuant to Article XVIII of the Original
Indenture, (b) any covenant or other condition of this Agreement may be waived
as and to the extent permitted in Section 11.02 of the Original Indenture and
(c) any default under this Agreement and its consequences may be waived as and
to the extent permitted in said Section 11.02 of the Original Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of the
loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that the
written agreement of the Trustee to indemnify the Borrower shall constitute such
indemnity) and, in the case of any such mutilation, upon surrender and
cancellation of the mutilated Note, and, in any case, upon reimbursement to the
Borrower of any reasonable expense incidental thereto, the Borrower shall make
and deliver a new Note of like tenor, in lieu of such lost, stolen or destroyed
Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or an
assignee of, this Agreement, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, whether for the
specific performance of any covenant or agreement contained herein or in the
Note or in aid of the exercise of any power granted herein or in the Note, or
may proceed to enforce the payment of the Note after demand, or to enforce any
other legal or equitable right as the holder of the Note, or may proceed to take
any action authorized or permitted under the terms of the Indenture with respect
to the Note or under any applicable law.
5
<PAGE>
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 right,
remedy or power accruing upon any default hereunder 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.
6
<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:________________________________
(Title)
(CORPORATE SEAL)
Attest:
- --------------------------------------
(Title)
Rollins Leasing Corp.
BY:________________________________
(Title)
(CORPORATE SEAL)
Attest:
- ----------------------------------
(Title)
7
<PAGE>
ANNEX 1
(FORM OF DEMAND PROMISSORY NOTE)
____% DEMAND PROMISSORY NOTE
$___________________________ Date: _______________________
Rollins Leasing Corp., a corporation organized under the laws of
Delaware, for value received, HEREBY PROMISES TO PAY to Rollins Truck Leasing
Corp., a Delaware corporation, or order, upon demand, the principal sum of
____________________________________ Dollars ($______________), 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
Union National Bank, a national banking association, in the City of Newark, New
Jersey, AND TO PAY interest, at the said office and in like coin or currency, on
the unpaid portion of the said principal sum from the date hereof until the said
principal sum shall have been paid, such interest to be paid semiannually at the
rate of _____% per annum on the ___ day of ____ and ________ in each year
commencing on the ___ day of _____________, ____. 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 ______% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note referred to
in the Loan Agreement dated as of _________________, between Rollins Truck
Leasing Corp. and the maker hereof, and may be prepaid as provided in said Loan
Agreement.
Rollins Leasing Corp.
BY:____________________________________
(Title)
Pay to the order of First Union National Bank, 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,
by an Eighth Supplemental Indenture dated as of May 15, 1990 and by the ______
Supplemental Indenture, dated as of __________, ____, between Rollins Truck
Leasing Corp. and said Trustee, as from time to time further amended and
supplemented.
Rollins Truck Leasing Corp.
BY:______________________________
(Title)
<PAGE>
EXHIBIT B
================================================================================
ROLLINS TRUCK LEASING CORP.,
FIRST UNION NATIONAL BANK,
as Trustee
AND
ROLLINS LEASING CORP.
ASSIGNMENT OF LOAN AGREEMENT
Dated as of __________________
================================================================================
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of ______________________, among
Rollins Truck Leasing Corp., a corporation organized under the laws of the State
of Delaware (herein called the "Corporation"), First Union National Bank, a
national banking association, as Trustee under the Indenture hereinafter
referred to (herein called the "Trustee"), and Rollins Leasing Corp., a
corporation organized under the laws of the State of Delaware (herein called the
"Borrower").
WHEREAS, the Trustee is Trustee under a Collateral Trust Indenture
dated as of March 21, 1983, (the "Original Indenture"; the Original Indenture,
as supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986 and by an Eighth Supplemental Indenture dated as of May 15,
1990 and as supplemented and amended by the ___________ Supplemental Indenture
dated as of ________________________, 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 _____________________, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $______________, which is evidenced by a _____%
Demand Promissory Note from the Borrower to the Corporation in the principal
amount of $______________ (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.
1
<PAGE>
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 Second Vice Presidents and its corporate seal to be hereto affixed
and said seal and this Assignment to be attested by its Secretary or one of its
Assistant Secretaries or Trust Officers, all as of the day and year first above
written.
Rollins Truck Leasing Corp.
BY:__________________________________________
Patrick J. Bagley
Vice President-Finance and Treasurer
(CORPORATE SEAL)
Attest:__________________________________
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
BY:__________________________________________
(Title)
(CORPORATE SEAL)
Attest:__________________________________
(Title)
Rollins Leasing Corp.
BY:__________________________________________
President
(CORPORATE SEAL)
Attest:__________________________________
Secretary
2
<PAGE>
EXHIBIT 4(e)
The form of Series _____ Debentures is set forth
on pages 1 through 5 of the
Supplemental Indenture
(See Exhibit 4(d))
================================================================================
ROLLINS TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
NINTH SUPPLEMENTAL INDENTURE
Dated as of December 1, 1991
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
8 5/8% COLLATERAL TRUST DEBENTURES, SERIES J, DUE DECEMBER 15, 1998
================================================================================
<PAGE>
TABLE OF CONTENTS*
Page
----
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series J Debentures 1
Text of Forms:
Form of Face of Series J Debentures 1
Form of Trustee's Authentication Certificate for
Series J Debentures 3
Form of Reverse of Series J 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 J Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series J Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series J 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 Ninth Supplemental Indenture.
i
<PAGE>
NINTH SUPPLEMENTAL INDENTURE (herein called the "Ninth Supplemental
Indenture"), dated as of December 1, 1991, between Rollins Truck Leasing Corp.,
(formerly RLC CORP.) a Delaware corporation (herein called the "Corporation"),
and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Ninth 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 J Debentures") to be designated as "8 5/8%
Collateral Trust Debentures, Series J, Due December 15, 1998", to be in the
aggregate principal amount of not in excess of $30,000,000;
WHEREAS, the Series J Debentures and the Trustee's certificate to be
endorsed on the Series J 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 J DEBENTURES)
Rollins Truck Leasing Corp.
8 5/8% COLLATERAL TRUST DEBENTURE, SERIES J, DUE DECEMBER 15, 1998
$_______________
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 December 15, 1998, 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 8 5/8% 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 June or December, as the case may be, to which
interest on the Series J Debentures has been paid preceding the date hereof
(unless the date hereof is a June 15 or December 15 to which interest has been
paid, in which case from the date hereof, or unless no interest has been paid on
the Series J Debentures since the original issuance of this Debenture, in which
case from December 12, 1991), semiannually on June 15 and December 15 until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after May 31 or November
30, as the case may be, and before the following June 15 or December 15, this
Debenture shall bear interest from such June 15 or December 15; provided,
however, that if the Corporation shall default in the payment of interest due on
such June 15 or December 15, then this Debenture shall bear interest from the
next preceding June 15 or December 15 to which interest has been paid or, if no
interest has been paid on the Series J Debentures since the original issuance of
this Debenture, from December 12, 1991.
1
<PAGE>
The interest so payable on any June 15 or December 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 31 or November 30, as the case may be, next preceding such June
15 or December 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 J 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)
2
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
--------------------------------------
AUTHORIZED OFFICER
3
<PAGE>
(FORM OF REVERSE OF SERIES J DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, between the Corporation
and Continental Bank, National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture as
hereinafter defined), as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, and by an Eighth Supplemental
Indenture, dated as of May 15, 1990, and as last supplemented by the Ninth
Supplemental Indenture, dated as of December 1, 1991 (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 "8 5/8%
Collateral Trust Debentures, Series J, due December 15, 1998" of the Corporation
(herein called the "Series J Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $30,000,000 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 J
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.
4
<PAGE>
The Series J 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 J DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series J 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 J Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Ninth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Ninth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series J Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS NINTH 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 Ninth 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,
5
<PAGE>
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 December
12, 1991 in the aggregate principal amount of $30,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of December 12, 1991, 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 Ninth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of December 12, 1991, 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 Ninth
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
6
<PAGE>
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 J Debentures: Terms and Provisions. Series J
Debentures shall be designated as "8 5/8% Collateral Trust Debentures, Series J,
due December 15, 1998" of the Corporation, and shall have the following terms
and provisions:
(a) Series J Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series J Debentures which
may be issued shall be limited to $30,000,000, except Series J
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series J Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series J Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series J Debentures shall mature December 15, 1998 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 June 15 and December 15 in each year,
commencing June 15, 1992, at the rate of 8 5/8% 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 J 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 J Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series J Debentures. On or
after the date of execution and delivery of the Ninth Supplemental Indenture and
upon compliance with the provisions of Article IV of the Original Indenture,
Series J Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Ninth Supplemental Indenture) shall be executed by
the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series J 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 J Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series J Debentures to the same
7
<PAGE>
extent as if the words "Series J 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
Ninth Supplemental Indenture is in all respects ratified and confirmed and the
Ninth 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 Ninth
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
Ninth Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 6. Defined Terms. All terms used in the Ninth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Ninth 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 Ninth 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 Ninth
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 Ninth Supplemental Indenture to be attested by its Secretary or
Assistant Secretary, and Continental Bank, National Association, in evidence of
its acceptance of the trusts hereby created, has caused this Ninth 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 December 12, 1991.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:/s/ Patrick J. Bagley
------------------------------------
Vice President
Attest:
- ---------------------------------
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY:/s/ Craig M. Robinson
------------------------------------
Trust Officer
Attest:
- ---------------------------------
8
================================================================================
ROLLINS TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of April 28, 1992
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7 3/4% COLLATERAL TRUST DEBENTURES, SERIES K, DUE APRIL 15, 1997
================================================================================
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series K Debentures 1
Text of Forms:
Form of Face of Series K Debentures 1
Form of Trustee's Authentication Certificate for Series K
Debentures 3
Form of Reverse of Series K 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 K Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series K Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series K 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
</TABLE>
- ----------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Tenth Supplemental Indenture.
i
<PAGE>
TENTH SUPPLEMENTAL INDENTURE (herein called the "Tenth Supplemental
Indenture"), dated as of April 28, 1992, between Rollins Truck Leasing Corp.,
(formerly RLC CORP.) a Delaware corporation (herein called the "Corporation"),
and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Tenth 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 K Debentures") to be designated as "7 3/4%
Collateral Trust Debentures, Series K, Due April 15, 1997", to be in the
aggregate principal amount of not in excess of $50,000,000;
WHEREAS, the Series K Debentures and the Trustee's certificate to be
endorsed on the Series K 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 K DEBENTURES)
Rollins Truck Leasing Corp.
7 3/4% COLLATERAL TRUST DEBENTURE, SERIES K, DUE APRIL 15, 1997
$______________________
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 April 15, 1997, 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 3/4% 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 April or October, as the case may be, to which interest on the
Series K Debentures has been paid preceding the date hereof (unless the date
hereof is an April 15 or October 15 to which interest has been paid, in which
case from the date hereof, or unless no interest has been paid on the Series K
Debentures since the original issuance of this Debenture, in which case from
April 28, 1992), semiannually on April 15 and October 15 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after April 1 or October 1, as the case may be, and before
the following April 15 or October 15, this Debenture shall bear interest from
such April 15 or October 15; provided, however, that if the Corporation shall
default in the payment of interest due on such April 15 or October 15, then this
Debenture shall bear interest from the next preceding April 15 or October 15 to
which interest has been paid or, if no interest has been paid on the Series K
Debentures since the original issuance of this Debenture, from
1
<PAGE>
April 28, 1992. The interest so payable on any April 15 or October 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 April 1 or October 1, as the case may be, next
preceding such April 15 or October 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 K 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)
2
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
-----------------------------------
AUTHORIZED OFFICER
3
<PAGE>
(FORM OF REVERSE OF SERIES K DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, between the Corporation
and Continental Bank, National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture as
hereinafter defined), as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, and by an Eighth Supplemental
Indenture, dated as of May 15, 1990, and as last supplemented by the Tenth
Supplemental Indenture, dated as of April 28, 1992 (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 3/4%
Collateral Trust Debentures, Series K, due April 15, 1997" of the Corporation
(herein called the "Series K 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 K
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.
4
<PAGE>
The Series K 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 K DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series K 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 K Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Tenth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Tenth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series K Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS TENTH 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 Tenth 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,
5
<PAGE>
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 April 28,
1992 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 April 28, 1992, 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 Tenth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of April 28, 1992, 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 Tenth
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
6
<PAGE>
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 K Debentures: Terms and Provisions. Series K
Debentures shall be designated as "7 3/4% Collateral Trust Debentures, Series K,
due April 15, 1997" of the Corporation, and shall have the following terms and
provisions:
(a) Series K Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series K Debentures
which may be issued shall be limited to $50,000,000, except Series K
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series K Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series K Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series K Debentures shall mature April 15, 1997 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 April 15 and October 15 in each year,
commencing October 15, 1992, at the rate of 7 3/4% 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 K 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 K Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series K Debentures. On or
after the date of execution and delivery of the Tenth Supplemental Indenture and
upon compliance with the provisions of Article IV of the Original Indenture,
Series K Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Tenth Supplemental Indenture) shall be executed by
the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series K 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 K Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series K Debentures to the same
7
<PAGE>
extent as if the words "Series K 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
Tenth Supplemental Indenture is in all respects ratified and confirmed and the
Tenth 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 Tenth
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
Tenth Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 6. Defined Terms. All terms used in the Tenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Tenth 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 Tenth 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 Tenth
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 Tenth Supplemental Indenture to be attested by its Secretary or
Assistant Secretary, and Continental Bank, National Association, in evidence of
its acceptance of the trusts hereby created, has caused this Tenth 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 April 28, 1992.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY: /s/ Patrick J. Bagley
--------------------------------
Vice President
Attest:
- ---------------------------------
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY: /s/ Greg Jordan
---------------------------------
Vice President
Attest:
- ---------------------------------
8
<PAGE>
================================================================================
ROLLINS TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of March 15, 1993
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7% COLLATERAL TRUST DEBENTURES, SERIES L, DUE MARCH 15, 2003
================================================================================
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series L Debentures 1
Text of Forms:
Form of Face of Series L Debentures 1
Form of Trustee's Authentication Certificate for Series L
Debentures 3
Form of Reverse of Series L 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 L Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series L Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series L 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
</TABLE>
- --------------------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Eleventh Supplemental Indenture.
i
<PAGE>
ELEVENTH SUPPLEMENTAL INDENTURE (herein called the "Eleventh
Supplemental Indenture"), dated as of March 15, 1993, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking
association, as Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Eleventh 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 L Debentures") to be designated as "7%
Collateral Trust Debentures, Series L, Due March 15, 2003", to be in the
aggregate principal amount of not in excess of $70,000,000;
WHEREAS, the Series L Debentures and the Trustee's certificate to be
endorsed on the Series L 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 L DEBENTURES)
Rollins Truck Leasing Corp.
7% COLLATERAL TRUST DEBENTURE, SERIES L, DUE MARCH 15, 2003
$___________________
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, 2003, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of 7% per annum
(and at the same rate per annum on any overdue principal and, to the extent
legally enforceable, overdue installment of interest) in like coin or currency
from the fifteenth day of March or September, as the case may be, to which
interest on the Series L Debentures has been paid preceding the date hereof
(unless the date hereof is an 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 L Debentures since the original issuance of this Debenture,
in which case from March 15, 1993), semiannually on March 15 and September 15
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after March 1 or September
1, as the case may be, and before the following March 15 or September 15, this
Debenture shall bear interest from such March 15 or September 15; provided,
however, that if the Corporation shall default in the payment of interest due on
such March 15 or September 15, then this Debenture shall bear interest from the
next preceding March 15 or September 15 to which interest has been paid or, if
no interest has been paid on the Series L Debentures since the original issuance
of this Debenture, from March
1
<PAGE>
15, 1993. The interest so payable on any March 15 or September 15 will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Debenture is registered at the
close of business on March 1 or September 1, as the case may be, next preceding
such March 15 or September 15. Payment of the principal of and interest on this
Debenture will be made at the office or agency of the Corporation in the City of
Chicago, Illinois, or in the Borough of Manhattan, The City of New York, New
York; provided, however, that interest may be paid, at the option of the
Corporation, by check mailed to the registered holder hereof at his address last
appearing on the registry books for the Series L 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)
2
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
-----------------------------------
AUTHORIZED OFFICER
3
<PAGE>
(FORM OF REVERSE OF SERIES L DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, between the Corporation
and Continental Bank, National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture as
herein after 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 Eleventh
Supplemental Indenture, dated as of March 15, 1993 (said Indenture, as so
supplemented and amended, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the property thereby pledged, the nature and extent of the
security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The Debentures
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the "7%
Collateral Trust Debentures, Series L, due March 15, 2003" of the Corporation
(herein called the "Series L Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $70,000,000 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 L
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.
4
<PAGE>
The Series L 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 L DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series L 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 L Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Eleventh Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Eleventh Supplemental Indenture a valid, binding and legal
instrument for the security of the Series L Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS ELEVENTH 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 Eleventh 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,
5
<PAGE>
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,
1993 in the aggregate principal amount of $70,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of March 15, 1993, 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 Eleventh Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of March 15, 1993, 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 Eleventh
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
6
<PAGE>
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 L Debentures: Terms and Provisions. Series L
Debentures shall be designated as "7% Collateral Trust Debentures, Series L, due
March 15, 2003" of the Corporation, and shall have the following terms and
provisions:
(a) Series L Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series L Debentures which
may be issued shall be limited to $70,000,000, except Series L
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series L Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series L Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series L Debentures shall mature March 15, 2003 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, 1993, at the rate of 7% per annum until the
principal thereof shall become due and payable (whether at the stated
maturity, by declaration or otherwise), and at the same rate per annum
on any overdue principal, and (to the extent legally enforceable) any
overdue installment of interest. Payment of principal and interest
shall be made at the Corporate Trust Office or at the other office or
agency maintained by the Corporation as provided in Section 7.02(a) of
the Original Indenture, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that interest
may be paid, at the option of the Corporation, by check mailed to the
Person entitled thereto at his address last appearing on the registry
books required to be kept pursuant to Section 2.05 of the Original
Indenture.
(e) Series L 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 L Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series L Debentures. On or
after the date of execution and delivery of the Eleventh Supplemental Indenture
and upon compliance with the provisions of Article IV of the Original Indenture,
Series L Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Eleventh Supplemental Indenture) shall be executed
by the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series L 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 L Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series L Debentures to the same
7
<PAGE>
extent as if the words "Series L 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
Eleventh Supplemental Indenture is in all respects ratified and confirmed and
the Eleventh 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 Eleventh
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
Eleventh Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 6. Defined Terms. All terms used in the Eleventh Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Eleventh 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 Eleventh 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 Eleventh
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 Eleventh Supplemental Indenture to be attested by its Secretary or
Assistant Secretary, and Continental Bank, National Association, in evidence of
its acceptance of the trusts hereby created, has caused this Eleventh
Supplemental Indenture to be executed on its behalf and its corporate seal to be
affixed by one of its Vice Presidents and said seal and this Indenture to be
attested by its Secretary or one of its Trust Officers, as of March 15, 1993.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:/s/ Patrick J. Bagley
------------------------------------
Vice President-Finance and Treasurer
Attest:
- ---------------------------------
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY:/s/ Greg Jordan
------------------------------------
Vice President
Attest:
- ---------------------------------
8
================================================================================
ROLLINS TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of March 15, 1994
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7% COLLATERAL TRUST DEBENTURES, SERIES M, DUE MARCH 15, 2001
================================================================================
<PAGE>
TABLE OF CONTENTS*
Page
----
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series M Debentures 1
Text of Forms:
Form of Face of Series M Debentures 1
Form of Trustee's Authentication Certificate
for Series M Debentures 3
Form of Reverse of Series M Debentures 4
All Things Done 5
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III - Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series M Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series M Debentures 8
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series M Debentures 8
SECTION 4. Original Indenture Ratified 8
SECTION 5. Trustee Not Responsible 8
SECTION 6. Defined Terms 9
SECTION 7. Counterparts 9
SECTION 8. Applicable Law 9
TESTIMONIUM 9
EXECUTION 9
ACKNOWLEDGEMENTS 9
- ---------------------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Twelfth Supplemental Indenture.
i
<PAGE>
TWELFTH SUPPLEMENTAL INDENTURE (herein called the "Twelfth Supplemental
Indenture"), dated as of March 15, 1994, between Rollins Truck Leasing Corp.,
(formerly RLC CORP.) a Delaware corporation (herein called the "Corporation"),
and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Twelfth Supplemental Indenture, being herein called the "Indenture");
WHEREAS, the Original Indenture provides that the Corporation and the
Trustee may enter into indentures supplemental to the Original Indenture, among
other things, to provide for the issuance from time to time of debentures
(defined in the Original Indenture as "Debentures") of the Corporation;
WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series M Debentures") to be designated as "7%
Collateral Trust Debentures, Series M, Due March 15, 2001", to be in the
aggregate principal amount of not in excess of $60,000,000;
WHEREAS, the Series M Debentures and the Trustee's certificate to be
endorsed on the Series M Debentures are to be substantially in the following
forms, with necessary or appropriate variations, omissions and insertions as
permitted or required by the Indenture:
(FORM OF FACE OF SERIES M DEBENTURES)
Rollins Truck Leasing Corp.
7% COLLATERAL TRUST DEBENTURE, SERIES M, DUE MARCH 15, 2001
$______________
No.______________
Rollins Truck Leasing Corp., a corporation organized and existing under
the laws of the State of Delaware (herein called the "Corporation",
which term shall include any successor corporation to the extent provided in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _____________, or registered assigns, the principal sum of___________ Dollars
on March 15, 2001, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for public and private debts, and
to pay interest on said principal sum at the rate of 7% per annum (and at the
same rate per annum on any overdue principal and, to the extent legally
enforceable, overdue installment of interest) in like coin or currency from the
fifteenth day of March or September, as the case may be, to which interest on
the Series M Debentures has been paid preceding the date hereof (unless the date
hereof is a March 15 or September 15 to which interest has been paid, in which
case from the date hereof, or unless no interest has been paid on the Series M
Debentures since the original issuance of this Debenture, in which case from
March 15, 1994), semiannually on March
1
<PAGE>
15 and September 15 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after March 1
or September 1, as the case may be, and before the following March 15 or
September 15, this Debenture shall bear interest from such March 15 or September
15; provided, however, that if the Corporation shall default in the payment of
interest due on such March 15 or September 15, then this Debenture shall bear
interest from the next preceding March 15 or September 15 to which interest has
been paid or, if no interest has been paid on the Series M Debentures since the
original issuance of this Debenture, from March 15, 1994. The interest so
payable on any March 15 or September 15 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Debenture is registered at the close of business on
March 1 or September 1, as the case may be, next preceding such March 15 or
September 15. Payment of the principal of and interest on this Debenture will be
made at the office or agency of the Corporation in the City of Chicago,
Illinois, or in the Borough of Manhattan, The City of New York, New York;
provided, however, that interest may be paid, at the option of the Corporation,
by check mailed to the registered holder hereof at his address last appearing on
the registry books for the Series M Debentures.
Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall have
been executed by or on behalf of the Trustee (referred to on the reverse hereof)
or a successor trustee thereto under the Indenture.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and by
its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.
DATED:
---------------------------------
Rollins Truck Leasing Corp.
BY:
-------------------------------
(Title)
(SEAL)
ATTESTED:
- --------------------------------------
(Title)
2
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
-------------------------------------
AUTHORIZED OFFICER
3
<PAGE>
(FORM OF REVERSE OF SERIES M DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, between the Corporation
and Continental Bank, National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture as
hereinafter defined), as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, and by an Eighth Supplemental
Indenture, dated as of May 15, 1990, and as last supplemented by the Twelfth
Supplemental Indenture, dated as of March 15, 1994 (said Indenture, as so
supplemented and amended, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the property thereby pledged, the nature and extent of the
security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The Debentures
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the "7%
Collateral Trust Debentures, Series M, due March 15, 2001" of the Corporation
(herein called the "Series M Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $60,000,000 under and secured by
the Indenture.
The provisions of the Indenture may be waived, or modified or amended
by supplemental indenture, to the extent and in the manner provided in the
Indenture, but in certain instances only with the consent of the holders of a
majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of the
Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent of
the holder of this Debenture, no such modification or amendment shall be made so
as to (i) extend the fixed maturity of this Debenture or the time of payment of
interest hereon, or reduce or otherwise modify the terms of payment of the
principal of, or the rate of interest on, this Debenture, or adversely affect
the right of the holder hereof to institute suit for the enforcement of any such
payment, (ii) permit the creation of any lien ranking prior to or on a parity
with the lien of the Indenture with respect to, or terminate the lien of the
Indenture on, any of the property covered thereby, or deprive the holder hereof
of the security afforded by the lien of the Indenture or (iii) reduce the
percentage of the aggregate principal amount of Debentures, or of Series M
Debentures, required to authorize any such modification or amendment or any
waiver of any provision of, or default under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall occur,
the principal of all the Debentures at any such time outstanding under the
Indenture may be declared or may become due and payable upon the conditions and
in the manner and with the effect provided in the Indenture. The Indenture
provides that in certain events such Event of Default and its
4
<PAGE>
consequences may be waived and such declaration may be rescinded by the holders
of outstanding Debentures in the manner provided in the Indenture.
Any request, demand, authorization, direction, declaration, notice,
consent, waiver or other action by the holder of this Debenture shall bind the
holder of every Debenture issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, in respect of anything done or suffered to
be done by or on behalf of the Trustee or the Corporation in reliance thereon,
whether or not notation of such action is made upon this Debenture.
The Series M Debentures may not be redeemed prior to maturity.
The transfer of this Debenture may be registered by the registered
holder hereof or by his duly authorized attorney at the office or agency of the
Corporation in the City of Chicago, Illinois, or in the Borough of Manhattan,
the City of New York, New York, upon surrender of this Debenture for
cancellation, accompanied by a written instrument of transfer in a form approved
by the Corporation, duly executed by the registered holder of this Debenture or
by his duly authorized attorney, and thereupon one or more new Debentures of the
same series and aggregate principal amount will be issued in the name of the
transferee or transferees in exchange herefor without service charge, except
that the Corporation may require payment of a sum sufficient to pay any stamp
taxes or other governmental charges that may be required with respect thereto,
as provided in the Indenture.
The person in whose name this Debenture shall be registered shall be
deemed the absolute owner hereof for all purposes, and payment of or on account
of the principal of and interest on, this Debenture shall be made only to or
upon the written order of such registered owner or his duly authorized attorney.
All such payments shall satisfy and discharge the liability upon this Debenture
to the extent of the amounts so paid.
No recourse shall be had for the payment of the principal of, or
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
(END OF FORM OF REVERSE OF SERIES M DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series M Debentures, with such omissions,
insertions and variations as may be authorized and permitted by this Indenture;
and
WHEREAS, all acts and things prescribed by law, by the Articles of
Incorporation and the By-laws of the Corporation, and all other acts and things
necessary to make the Series M Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this
5
<PAGE>
Twelfth Supplemental Indenture provided, the valid, binding and legal
obligations of the Corporation, and to make this Twelfth Supplemental Indenture
a valid, binding and legal instrument for the security of the Series M
Debentures, in accordance with its terms, have been done and performed;
NOW, THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH:
THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual covenants
herein contained, of the purchase and acceptance of the Debentures by the
holders thereof, of the sum of $10 duly paid by the Trustee to the Corporation
at or before the ensealing and delivery of this Twelfth Supplemental Indenture
and for other valuable consideration, the receipt whereof is hereby
acknowledged, and in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
Outstanding under the Indenture, according to their tenor and effect, and the
performance and observance by the Corporation of all the covenants and
conditions herein and therein contained on its part to be performed and
observed, and to declare the terms and conditions upon and subject to which the
Debentures are, and are to be, issued and secured, has executed and delivered
this Indenture and has granted, bargained, sold, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, confirmed and warranted,
and by these presents does grant, bargain, sell, remise, release, convey,
assign, transfer, mortgage, pledge, set over, confirm and warrant, to the
Trustee, and to its successors in the trusts and its and their assigns forever,
with power of sale, all and singular the following:
GRANTING CLAUSE I
Securities
Note of Rollins Leasing Corp., a Delaware corporation dated March 15,
1994 in the aggregate principal amount of $60,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of March 15, 1994, between the Corporation
and Rollins Leasing Corp., which Loan Agreement shall be in the form attached
hereto as Exhibit A, with such insertions, omissions, substitutions and
variations as the Board of Directors and the Trustee may deem appropriate and as
shall not be inconsistent with the provisions of the Twelfth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of March 15, 1994, of the Loan Agreement
described in Subparagraph A of this Granting Clause II, which Assignment shall
be in the form attached hereto as Exhibit B, with such insertions, omissions,
substitutions and variations as the Board of Directors and the Trustee may deem
appropriate and as shall not be inconsistent with the
6
<PAGE>
provisions of the Twelfth Supplemental Indenture or the Original Indenture.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any and
all security therefor of whatsoever nature, that may, from time to time
hereafter, by delivery or by writing of any kind, be subjected to the lien
hereof by the Corporation or by anyone on its behalf; and the Trustee is hereby
authorized to receive the same as additional security hereunder. Such subjection
to the lien hereof of such securities or other property, including cash, as
additional security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this Indenture and
which shall be set forth in a written instrument executed by the Corporation or
the person so acting on its behalf, respecting the use and disposition of such
property or the proceeds thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders from time to time of all the Debentures issued hereunder
and Outstanding, without any priority of any of said Debentures over any of the
others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures
are to be issued, authenticated and delivered, and that all property, including
cash, subject or to become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts hereinafter set forth, and the
Corporation, for itself and its successors and assigns, hereby covenants and
agrees to and with the Trustee and its successors in said trust for the equal
and proportionate benefit and security of those who shall hold the Debentures,
as hereinafter set forth.
SECTION 1. Series M Debentures: Terms and Provisions. Series M
Debentures shall be designated as "7% Collateral Trust Debentures, Series M, due
March 15, 2001" of the Corporation, and shall have the following terms and
provisions:
(a) Series M Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series M Debentures which
may be issued shall be limited to $60,000,000, except Series M
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series M Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series M Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series M Debentures shall mature March 15, 2001 and shall
bear interest (calculated on the basis of a 360 day year of twelve 30
day
7
<PAGE>
months) as provided in Section 2.06(b) of the Original Indenture,
payable semiannually on March 15 and September 15 in each year,
commencing September 15, 1994, at the rate of 7% per annum until the
principal thereof shall become due and payable (whether at the stated
maturity, by declaration or otherwise), and at the same rate per annum
on any overdue principal, and (to the extent legally enforceable) any
overdue installment of interest. Payment of principal and interest
shall be made at the Corporate Trust Office or at the other office or
agency maintained by the Corporation as provided in Section 7.02(a) of
the Original Indenture, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that interest
may be paid, at the option of the Corporation, by check mailed to the
Person entitled thereto at his address last appearing on the registry
books required to be kept pursuant to Section 2.05 of the Original
Indenture.
(e) Series M Debentures shall be issued in denominations of
$1,000 and integral multiples thereof and may be fully printed or
printed on steel engraved borders or fully or partly engraved.
(f) Series M Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series M Debentures. On or
after the date of execution and delivery of the Twelfth Supplemental Indenture
and upon compliance with the provisions of Article IV of the Original Indenture,
Series M Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Twelfth Supplemental Indenture) shall be executed
by the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series M Debentures upon the written
order of the Corporation signed by its President or one of its Vice Presidents
and its Treasurer or Controller, an Assistant Treasurer or an Assistant
Secretary.
SECTION 3. Maintenance of Office or Agency; Authenticating Agent for
Series M Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series M Debentures to the same extent as if
the words "Series M Debentures" were substituted for the words "Series A
Debentures" in each place in which the latter quotation was employed in the
aforesaid Section.
SECTION 4. Original Indenture Ratified. The Original Indenture as
amended by the Third Supplemental Indenture dated February 20, 1986 and by the
Eighth Supplemental Indenture dated May 15, 1990, and as supplemented by this
Twelfth Supplemental Indenture is in all respects ratified and confirmed and the
Twelfth Supplemental Indenture and all its provisions shall be deemed a part
thereof in the manner and to the extent herein provided, and the Original
Indenture, as modified in the manner and to the extent herein provided, shall be
deemed a part hereof as though fully set forth herein.
SECTION 5. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the Twelfth
Supplemental Indenture or the due execution hereof by the Corporation or for or
in respect of the recitals and statements contained herein, all of which are
made solely by the Corporation. The Trustee accepts the trusts
8
<PAGE>
created by the Twelfth Supplemental Indenture upon the terms and conditions
hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Twelfth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Twelfth Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; and all such counterparts shall together
constitute but one and the same instrument.
SECTION 8. Applicable Law. The Twelfth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused the Twelfth
Supplemental Indenture to be executed on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this Twelfth Supplemental Indenture to be attested by its Secretary or
Assistant Secretary, and Continental Bank, National Association, in evidence of
its acceptance of the trusts hereby created, has caused this Twelfth
Supplemental Indenture to be executed on its behalf and its corporate seal to be
affixed by one of its Vice Presidents and said seal and this Indenture to be
attested by its Secretary or one of its Trust Officers, as of March 15, 1994.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:/s/ Patrick J. Bagley
------------------------------------
Vice President-Finance and Treasurer
Attest:
- ---------------------------------
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY:/s/ David A. Vick
------------------------------------
Vice President
Attest:
- ---------------------------------
9
================================================================================
ROLLINS TRUCK LEASING CORP.
and
BANK OF AMERICA ILLINOIS
as Trustee
THIRTEENTH SUPPLEMENTAL INDENTURE
Dated as of March 15, 1995
to the
Collateral Trust Indenture
Dated as of March 21, 1983
8.27% COLLATERAL TRUST DEBENTURES, SERIES N, DUE MARCH 15, 2002
================================================================================
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series N Debentures 1
Text of Forms:
Form of Face of Series N Debentures 1
Form of Trustee's Authentication Certificate
for Series N Debentures 3
Form of Reverse of Series N Debentures 4
All Things Done 5
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III - Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series N Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series N Debentures 8
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series N Debentures 8
SECTION 4. Original Indenture Ratified 8
SECTION 5. Trustee Not Responsible 8
SECTION 6. Defined Terms 8
SECTION 7. Counterparts 9
SECTION 8. Applicable Law 9
TESTIMONIUM 9
EXECUTION 9
ACKNOWLEDGEMENTS 9
</TABLE>
- ----------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Thirteenth Supplemental Indenture.
i
<PAGE>
THIRTEENTH SUPPLEMENTAL INDENTURE (herein called the "Thirteenth
Supplemental Indenture"), dated as of March 15, 1995, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and BANK OF AMERICA ILLINOIS, a national banking association, as
Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture thereto dated May 15,
1990, (the "Original Indenture"; the Original Indenture, and as supplemented by
this Thirteenth 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 N Debentures") to be designated as "8.27%
Collateral Trust Debentures, Series N, Due March 15, 2002", to be in the
aggregate principal amount of $100,000,000;
WHEREAS, the Series N Debentures and the Trustee's certificate to be
endorsed on the Series N 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 N DEBENTURES)
Rollins Truck Leasing Corp.
8.27% COLLATERAL TRUST DEBENTURE, SERIES N, DUE MARCH 15, 2002
$______________________
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, 2002, 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 8.27% per annum (and at the
rate of 10.27% 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 N 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 N
Debentures since the original issuance of this Debenture, in which case from
March 15, 1995), 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
1
<PAGE>
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 N Debentures since the original issuance of
this Debenture, from March 15, 1995. 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 N Debentures, or in such other manner as the Corporation may agree
with the holder 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)
2
<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
3
<PAGE>
(FORM OF REVERSE OF SERIES N 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, 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 Thirteenth Supplemental Indenture,
dated as of March 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 "8.27% Collateral Trust
Debentures, Series N, due March 15, 2002" of the Corporation (herein called the
"Series N Debentures"), duly authorized and lawfully issued in an aggregate
principal amount of $100,000,000 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 N
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
4
<PAGE>
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 N 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 N DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series N 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 N Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Thirteenth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Thirteenth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series N Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS THIRTEENTH 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
5
<PAGE>
to the Corporation at or before the ensealing and delivery of this Thirteenth
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,
1995, in the aggregate principal amount of $100,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of March 15, 1995, between the
Corporation and Rollins Leasing Corp., which Loan Agreement shall be in the form
attached hereto as Exhibit A.
B. Assignment, dated as of March 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.
6
<PAGE>
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 N Debentures: Terms and Provisions. Series N
Debentures shall be designated as "8.27% Collateral Trust Debentures, Series N,
due March 15, 2002" of the Corporation, and shall have the following terms and
provisions:
(a) Series N Debentures shall be in the form set forth in the
recitals hereto.
(b) The aggregate principal amount of Series N Debentures
which may be issued shall be $100,000,000, except Series N Debentures
issued in exchange for, in lieu of, in substitution for, or upon the
registration of transfer of, other Series N Debentures pursuant to the
provisions of Article II and Section 18.04 of the Original Indenture.
(c) Series N Debentures shall be dated March 15, 1995.
(d) Series N Debentures shall mature March 15, 2002 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, 1995, at the rate of 8.27% 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 8.27% 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
7
<PAGE>
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 N Debentures providing
for the making of all payments on the account of such Series N
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 N 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 N Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series N Debentures. On or
after the date of execution and delivery of the Thirteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the Original
Indenture, Series N Debentures shall be executed by the Corporation and
delivered to the Trustee, and the Trustee shall, upon request, authenticate and
deliver such Series N 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 N Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series N Debentures to the same extent as if
the words "Series N 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 Thirteenth Supplemental Indenture is in all respects
ratified and confirmed and the Thirteenth 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
Thirteenth 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 Thirteenth Supplemental Indenture upon the terms and conditions hereof
and of the Original Indenture.
8
<PAGE>
SECTION 6. Defined Terms. All terms used in the Thirteenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Thirteenth 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 Thirteenth 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
Thirteenth 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 Thirteenth 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 Thirteenth
Supplemental Indenture to be executed on its behalf and its corporate seal to be
affixed by one of its Vice Presidents and said seal and this Indenture to be
attested by its Secretary or one of its Trust Officers, as of March 15, 1995.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY: /s/ Patrick J. Bagley
------------------------------------
Vice President-Finance and Treasurer
Attest:
- ---------------------------------
Secretary
BANK OF AMERICA ILLINOIS
as Trustee
(CORPORATE SEAL) BY: /s/ David A. Vick
-------------------------------
Vice President
Attest:
- ---------------------------------
9
<PAGE>
================================================================================
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 1/4% 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 1/4%
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 1/4% 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 1/4% 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
1
<PAGE>
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)
2
<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
3
<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 1/4% 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.
4
<PAGE>
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,
5
<PAGE>
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
6
<PAGE>
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 1/4% 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 1/4% 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
7
<PAGE>
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:/s/ Patrick J. Bagley
------------------------------------
Vice President-Finance and Treasurer
Attest:
- ---------------------------------
Secretary
BANK OF AMERICA ILLINOIS
as Trustee
(CORPORATE SEAL) BY:/s/ Larry Kusch
------------------------------------
Assistant Vice President
Attest:
- ---------------------------------
8
===============================================================================
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
===============================================================================
<PAGE>
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
<PAGE>
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
- 2 -
<PAGE>
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
- 3 -
<PAGE>
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
- 4 -
<PAGE>
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.
- 5 -
<PAGE>
(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.
- 6 -
<PAGE>
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.
- 7 -
<PAGE>
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.
- 8 -
<PAGE>
(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
- 9 -
<PAGE>
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.
- 10 -
<PAGE>
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: /s/ Patrick J. Bagley
-----------------------------------
Vice President-Finance
and Treasurer
Attest:
- ---------------------------------------
Secretary
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY: /s/ David A. Vick
----------------------------------
Vice President
Attest:
- --------------------------------------
- 11 -
================================================================================
ROLLINS TRUCK LEASING CORP.
and
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
as Trustee
SIXTEENTH SUPPLEMENTAL INDENTURE
Dated as of August 7, 1996
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
6 7/8% COLLATERAL TRUST DEBENTURES, SERIES Q, DUE AUGUST 1, 2001
================================================================================
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
Page
----
<S> <C>
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series Q Debentures 1
Text of Forms:
Form of Face of Series Q Debentures 1
Form of Trustee's Authentication Certificate for Series Q
Debentures 3
Form of Reverse of Series Q 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 Q Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series Q Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series Q 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
</TABLE>
- ----------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Sixteenth Supplemental Indenture.
i
<PAGE>
SIXTEENTH SUPPLEMENTAL INDENTURE (herein called the "Sixteenth
Supplemental Indenture"), dated as of August 7, 1996, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, a National
banking association, as Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Sixteenth 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 Q Debentures") to be designated as "6 7/8%
Collateral Trust Debentures, Series Q, Due August 1, 2001", to be in the
aggregate principal amount of not in excess of $60,000,000;
WHEREAS, the Series Q Debentures and the Trustee's certificate to be
endorsed on the Series Q 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 Q DEBENTURES)
Rollins Truck Leasing Corp.
6 7/8% COLLATERAL TRUST DEBENTURE, SERIES Q, DUE AUGUST 1, 2001
$______________________
No. __________________
Rollins Truck Leasing Corp., a corporation organized and existing under
the laws of the State of Delaware (herein called the "Corporation", which term
shall include any successor corporation to the extent provided in the Indenture
hereinafter referred to), for value received, hereby promises to pay to _______
_______________ , or registered assigns, the principal sum of _________________
Dollars on August 1, 2001, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of 6 7/8% 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 first day of February or August, as the case may be, to which interest
on the Series Q Debentures has been paid preceding the date hereof (unless the
date hereof is a February 1 or August 1 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid on the
Series Q Debentures since the original issuance of this Debenture, in which case
from August 7, 1996), semiannually on February 1 and August 1 until payment of
said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after January 15 or July 15, as the case may
be, and before the following February 1 or August 1, this Debenture shall bear
interest from such February 1 or August 1; provided, however, that if the
Corporation shall default in the payment of interest due on such February 1 or
August 1, then this Debenture shall bear interest from the next preceding
February 1 or August 1 to which interest has been paid or, if no interest has
been paid on the Series Q Debentures since the original issuance of this
Debenture, from August 7, 1996.
1
<PAGE>
The interest so payable on any February 1 or August 1 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 January 15 or July 15, as the case may be, next preceding such
February 1 or August 1. 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 Q 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)
2
<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.
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
AS TRUSTEE
BY:
------------------------------------
AUTHORIZED OFFICER
3
<PAGE>
(FORM OF REVERSE OF SERIES Q 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 Sixteenth
Supplemental Indenture, dated as of August 7, 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 7/8%
Collateral Trust Debentures, Series Q, due August 1, 2001" of the Corporation
(herein called the "Series Q Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $60,000,000 under and secured by
the Indenture.
The provisions of the Indenture may be waived, or modified or amended
by supplemental indenture, to the extent and in the manner provided in the
Indenture, but in certain instances only with the consent of the holders of a
majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of the
Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent of
the holder of this Debenture, no such modification or amendment shall be made so
as to (i) extend the fixed maturity of this Debenture or the time of payment of
interest hereon, or reduce or otherwise modify the terms of payment of the
principal of, or the rate of interest on, this Debenture, or adversely affect
the right of the holder hereof to institute suit for the enforcement of any such
payment, (ii) permit the creation of any lien ranking prior to or on a parity
with the lien of the Indenture with respect to, or terminate the lien of the
Indenture on, any of the property covered thereby, or deprive the holder hereof
of the security afforded by the lien of the Indenture or (iii) reduce the
percentage of the aggregate principal amount of Debentures, or of Series Q
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.
4
<PAGE>
The Series Q 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 Q DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series Q 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 Q Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Sixteenth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Sixteenth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series Q Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS SIXTEENTH 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 Sixteenth 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,
5
<PAGE>
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 August 7,
1996 in the aggregate principal amount of $60,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of August 7, 1996, 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 Sixteenth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of August 7, 1996, 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
Sixteenth 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
6
<PAGE>
proportionate benefit and security of those who shall hold the Debentures, as
hereinafter set forth.
SECTION 1. Series Q Debentures: Terms and Provisions. Series Q
Debentures shall be designated as "6 7/8% Collateral Trust Debentures, Series Q,
due August 1, 2001" of the Corporation, and shall have the following terms and
provisions:
(a) Series Q Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series Q Debentures
which may be issued shall be limited to $60,000,000, except Series Q
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series Q Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series Q Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series Q Debentures shall mature August 1, 2001 and shall
bear interest (calculated on the basis of a 360 day year of twelve 30
day months) as provided in Section 2.06(b) of the Original Indenture,
payable semiannually on February 1 and August 1 in each year,
commencing February 1, 1997, at the rate of 6 7/8% 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 Q 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 Q Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series Q Debentures. On or
after the date of execution and delivery of the Sixteenth Supplemental Indenture
and upon compliance with the provisions of Article IV of the Original Indenture,
Series Q Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Sixteenth Supplemental Indenture) shall be executed
by the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series Q 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 Q Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series Q Debentures to the same extent as if
the words "Series Q Debentures" were substituted for the words "Series A
Debentures" in each place in which the latter quotation was employed in the
aforesaid Section.
7
<PAGE>
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
Sixteenth Supplemental Indenture is in all respects ratified and confirmed and
the Sixteenth 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 Sixteenth
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
Sixteenth Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 6. Defined Terms. All terms used in the Sixteenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Sixteenth 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 Sixteenth 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
Sixteenth 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 Sixteenth 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 Sixteenth 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 Assistant Secretary or one of its Trust
Officers, as of August 7, 1996.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY: /s/ Patrick J. Bagley
-------------------------------
Vice President-Finance and Treasurer
Attest:
- ---------------------------------
Secretary
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION
as Trustee
(CORPORATE SEAL) BY: /s/ David A. Vick
-------------------------------
Vice President
Attest:
- ---------------------------------
Assistant Secretary
8
EXHIBIT 5
Opinion of Counsel for
the Company
<PAGE>
February 14, 1997
Rollins Truck Leasing Corp.
P. O. Box 1791
Wilmington, Delaware 19899
Gentlemen:
In connection with the Registration of $200,000,000 in principal amount of
Collateral Trust Debentures (the "Debentures"), proposed to be issued by Rollins
Truck Leasing Corp. (the "Company") under an Indenture, or Supplemental
Indentures, between the Company and First Union National Bank, pursuant to the
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, I have examined the
proceedings heretofore taken, and am familiar with the additional proceedings
proposed to be taken by the Company in connection with the authorization,
issuance and sale of the Debentures.
It is my opinion that, subject to completion of the additional proceedings
referred to above, the Debentures will, upon issuance and sale thereof in the
manner described in the Registration Statement, be legally and validly issued
and binding obligations of the Company.
I consent to the use of this opinion as an exhibit to said Registration
Statement, and I further consent to the use of my name under the caption "Legal
Opinions" in the Prospectus which is a part thereof.
Very truly yours,
/s/ Michael B. Kinnard
Michael B. Kinnard
MBK/s
EXHIBIT 12
Computation of Ratio of Earnings to Fixed Charges
<PAGE>
EXHIBIT 12
Rollins Truck Leasing Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
December 31, Fiscal Year Ended September 30,
------------------ -------------------------------------------------------
1996 1995 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed charges
Interest $11,936 $11,642 $ 46,876 $ 43,893 $ 36,963 $35,059 $36,522
Interest portion of
rental expense 818 773 3,180 3,146 3,144 2,684 2,688
Amortization of debenture
commissions and debt expense 168 161 605 560 466 392 323
------- ------- -------- -------- -------- ------- -------
Total fixed charges 12,922 12,576 50,661 47,599 40,573 38,135 39,533
Earnings before income taxes 16,104 13,586 55,927 67,092 66,390 54,657 40,668
------- ------- -------- -------- -------- ------- -------
Total $29,026 $26,162 $106,588 $114,691 $106,963 $92,792 $80,201
======= ======= ======== ======== ======== ======= =======
Ratio of earnings to fixed charges 2.25 2.08 2.10 2.41 2.64 2.43 2.03
------- ------- -------- -------- -------- ------- -------
</TABLE>
EXHIBIT 23(a)
Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
<PAGE>
Consent of Independent Certified Public Accountants
The Shareholders and Board of Directors
Rollins Truck Leasing Corp.:
We consent to the incorporation herein by reference of our report dated October
22, 1996 relating to the consolidated balance sheets of Rollins Truck Leasing
Corp. and subsidiaries as of September 30, 1996 and 1995 and the related
consolidated statements of earnings and cash flows and related schedules for
each of the years in the three-year period ended September 30, 1996, which
report appears on page 12 of the 1996 Annual Report on Form 10-K of Rollins
Truck Leasing Corp.
We also consent to the reference to our firm under the heading "Experts" in the
Prospectus.
KPMG PEAT MARWICK LLP
Philadelphia, Pennsylvania
February 13, 1997
EXHIBIT 23(b)
Consent of Counsel for the Company is
included in Exhibit 5
EXHIBIT 24
Power of Attorney is
included on page 10 of Part II
EXHIBIT 25
Form T-1 Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to
Act as a Trustee
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS A TRUSTEE
--------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) __
--------------------
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
101 NORTHSIDE PLAZA, ELKTON, MARYLAND 21921
(Address of Principal Executive Offices) (Zip Code)
--------------------
ROLLINS TRUCK LEASING CORP.
(Name of Obligor)
Delaware 51-0074022
(State of Incorporation) (I.R.S. Employer
Identification No.)
ONE ROLLINS PLAZA, 2200 CONCORD PIKE, WILMINGTON, DELAWARE 19803
(Address of Principal Executive Offices) (Zip Code)
<PAGE>
COLLATERAL TRUST DEBENTURES
(Title of Indenture Securities)
GENERAL
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
Not applicable
Item 4. Trusteeship under Other Indentures:
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
Not Applicable
<PAGE>
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D.
- -------------------------------------------------------------------------------
Percentage of Voting
securities represented
Name of Title of Amount owned by amount given in
owner class beneficially Col. C.
- -------------------------------------------------------------------------------
Not Applicable
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D.
- -------------------------------------------------------------------------------
Percentage of
voting securities
represented by
Name of Amount owned Amount given in
owner Title of Class beneficially Col. C.
- -------------------------------------------------------------------------------
Not Applicable
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
Not applicable
Item 9. Securities of the Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D.
- -------------------------------------------------------------------------------
Amount owned beneficially Percent of class
Name of or held as collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C.
- -------------------------------------------------------------------------------
Not applicable
<PAGE>
Item 10. Ownership or Holdings by the Trustee of Voting Securities
of Certain Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D.
- -------------------------------------------------------------------------------
Amount owned beneficially Percent of Voting
Name of or held as collateral securities
issuer and Amount security for obligations represented by amount
title of class outstanding in default by Trustee given in Col. C.
- -------------------------------------------------------------------------------
Not Applicable
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C. Col. D.
- -------------------------------------------------------------------------------
Amount owned beneficially Percent of class
Name of or held as collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C.
- -------------------------------------------------------------------------------
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
- -------------------------------------------------------------------------------
Col. A. Col. B. Col. C.
- -------------------------------------------------------------------------------
Nature of indebtedness Amount outstanding Date due
- -------------------------------------------------------------------------------
Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
<PAGE>
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
<TABLE>
<S> <C>
1* -Copy of Articles of Association of the Trustee as now in effect.
2 -No certificate of authority of the Trustee to commence business is furnished
since this authority is contained in the Articles of Association of the Trustee.
3* -Copy of the authorization of the Trustee to exercise corporate trust powers.
4* -Copy of the existing By-Laws of the Trustee, as now in effect.
5 -Not applicable.
6* -The consent of the Trustee required by Section 321 (b) of the Act.
7 -A copy of the latest report of Condition of the Trustee published pursuant to the
law or the requirements of its supervising or examining authority.
8 -Not Applicable
9 -Not Applicable
</TABLE>
*Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 22-13279).
In answering any item in this statement of eligibility and qualification
which relates to matters peculiarly within the knowledge of the obligor or of
its directors or officers, or an underwriter for the obligor, the undersigned,
First Union National Bank, has relied upon information furnished to it by the
obligor or such underwriter.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
First Union National Bank, a national banking association organized and existing
under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Newark, and State of New Jersey, on the 14th day
of February, 1997.
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By: /s/ Stephanie Roche
------------------------
Vice President
<PAGE>
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National Bank
of Elkton in the State of Maryland, at the close of business on September 30,
1996, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161. Charter Number 33869 Comptroller of
the Currency Northeastern District. Statement of Resources and Liabilities
ASSETS
Thousands of Dollars
<TABLE>
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin ........................... 1,744,126
Interest-bearing balances .................................................... 32,119
Securities ..................................................................... /////////
Hold-to-maturity securities .................................................. 471,801
Available-for-sale securities ................................................ 2,420,442
Federal funds sold and securities purchased under agreements //////////
to resell in domestic offices of the bank and of it //////////
Edge and Agreement subsidiaries, and in IBFs: //////////
Federal funds sold ......................................................... 1,543,706
Securities purchased under agreements to resell ............................ 324,410
Loans and lease financing receivables:
Loan and leases, net of unearned income .................................... 23,027,860
LESS: Allowance for loan and lease losses .................................. 469,305
LESS: Allocated transfer risk reserve ...................................... 0
Loans and leases, net of unearned income, allowance, and
reserve .................................................................... 18,843,971
Assets held in trading accounts ................................................ 0
Premises and fixed assets (including capitalized leases) ....................... 398,122
Other real estate owned ........................................................ 45,179
Investment in unconsolidated subsidiaries and associated ....................... //////////
companies ...................................................................... 25,832
Customer's liability to this bank on acceptances outstanding ................... 54,463
Intangible assets .............................................................. 405,536
Other assets ................................................................... 736,026
Total assets ................................................................... 27,045,733
LIABILITIES
Deposits:
In domestic offices ........................................................ 21,878,186
Noninterest-bearing ...................................................... 4,706,658
Interest-bearing ......................................................... 17,171,528
In foreign offices, Edge and Agreement subsidiaries,
and IBFs ................................................................... 228,345
Noninterest-bearing ...................................................... 702
Interest-bearing ......................................................... 227,713
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
IBFs
Federal fund purchased ..................................................... 92,227
Securities sold under agreements to repurchase ............................. 1,010,374
Demand notes issued to the U.S. Treasury ....................................... 99,359
Trading liabilities ............................................................ 0
Other borrowed money: .......................................................... /////////
With original maturity of one year or less ................................. 53,992
With original maturity of more than one year ............................... 10,453
Mortgage indebtedness and obligations under capitalized leases ................. 6,268
Bank's liability on acceptances executed and outstanding ....................... 54,756
Subordinated notes and debentures .............................................. 175,000
Other liabilities .............................................................. 688,684
Total liabilities .............................................................. 24,297,644
Limited-life preferred stock and related surplus ............................... 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus .................................. 160,540
Common Stock ................................................................... 452,156
Surplus ........................................................................ 1,300,080
Undivided profits and capital reserves ......................................... 861,789
Net unrealized holding gains (losses) on available-for-sale .................... /////////
securities .................................................................... (26,476)
Cumulative foreign currency translation adjustments ............................ 0
Total equity capital ........................................................... 2,748,089
Total liabilities, limited-life preferred stock and equity ..................... //////////
capital ...................................................................... 27,045,733
</TABLE>
