SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 10, 1997
Rollins Truck Leasing Corp.
(Exact name of registrant as specified in its charter)
Delaware 1-5728 51-0074022
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File number) Identification No.)
One Rollins Plaza, Wilmington, Delaware 19803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 426-2700
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ITEM 5. OTHER EVENTS.
On Monday, March 10, 1997, Registrant sold $75,000,000 of its 7.30%
Collateral Trust Debentures, Series R, due March 1, 2007, (the "Debentures")
pursuant to the terms of an Underwriting Agreement dated March 5, 1997 and as
set forth on Form S-3 with Registration Statement No. 333-21835.
Registration Statement No. 333-21835 was filed on February 14, 1997 and
became effective on February 18, 1997. A Prospectus Supplement was filed
with the Commission on March 7, 1997. The terms and provisions of the
Debentures as well as the rights of the Debentureholders, the obligations of
the Registrant and the duties of the Trustee are set forth in the
Registrant's Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986, by the Eighth Supplemental Indenture dated as of May
15, 1990 and as last supplemented and amended by the Seventeenth Supplemental
Indenture dated as of March 10, 1997, between the Registrant and First Union
National Bank, as Trustee.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Seventeenth Supplemental Indenture dated as of March 10, 1997 to
the Collateral Trust Indenture dated as of March 21, 1983, as supplemented
and amended by a Third Supplemental Indenture thereto dated as of February
20, 1986 and by the Eighth Supplemental Indenture dated as of May 15, 1990,
between the Registrant and First Union National Bank, as Trustee.
(ii) Underwriting Agreement dated March 5, 1997 between the
Registrant and Goldman, Sachs & Co., covering the purchase by the Underwriter
from the Registrant of $75,000,000 of its 7.30% Collateral Trust Debentures,
Series R, due March 1, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Rollins Truck Leasing Corp.
DATE: March 10, 1997 BY: /s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of March 10, 1997
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7.30% COLLATERAL TRUST DEBENTURES, SERIES R, DUE MARCH 1, 2007
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series R Debentures 1
Text of Forms:
Form of Face of Series R Debentures 1
Form of Trustee's Authentication Certificate for
Series R Debentures 2
Form of Reverse of Series R Debentures 3
All Things Done 5
GRANTING CLAUSES
GRANTING CLAUSE I - Securities 5
GRANTING CLAUSE II - Agreements and Assignments 5
GRANTING CLAUSE III- Other Securities and Property 6
HABENDUM 6
GRANT IN TRUST 6
GENERAL COVENANT 6
SECTION1. Series R Debentures: Terms and Provisions 6
SECTION2. Authentication and Delivery of Series R
Debentures 7
SECTION3. Maintenance of Office or Agency;
Authenticating Agent for
Series R Debentures 7
SECTION 4. Debentures Issuable in the Form of
a Global Security 7
SECTION 5. Registration and Transfer 10
SECTION6. Requirement and Eligibility of Trustee 10
SECTION7. Original Indenture Ratified 10
SECTION8. Trustee Not Responsible 10
SECTION9. Defined Terms 11
SECTION10. Counterparts 11
SECTION11. Applicable Law 11
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
____________
*Note: This Table of Contents has been inserted for
convenience and does not constitute a part of the
Seventeenth Supplemental Indenture.
i
<PAGE>
SEVENTEENTH SUPPLEMENTAL INDENTURE (herein called the "Seventeenth
Supplemental Indenture"), dated as of March 10, 1997, 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 Seventeenth 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 R Debentures") to be
designated as "7.30% Collateral Trust Debentures, Series R, Due March
1, 2007", to be in the aggregate principal amount of not in excess of
$75,000,000;
WHEREAS, the Series R Debentures and the Trustee's certificate to
be endorsed on the Series R 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 R DEBENTURES)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, A New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
Rollins Truck Leasing Corp.
7.30% COLLATERAL TRUST DEBENTURE, SERIES R, DUE MARCH 1, 2007
$_____________________________ 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 March 1, 2007
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 7.30% 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 first day of March or
September, as the case may be, to which interest on the Series R
Debentures has been paid preceding the date hereof (unless the date
hereof is a March 1 or September 1 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid on
the Series R Debentures since the original issuance of this Debenture,
in which case from March 1, 1997), semiannually on March 1 and
September 1 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is
after February 15 or August 15, as the case may be, and before the
following March 1 or September 1 this Debenture shall bear interest
from such March 1 or September 1; provided, however, that if the
Corporation shall default in the payment of interest due on such March
1 or September 1 then this Debenture shall bear interest from the next
preceding March 1 or September 1 to which interest has been paid or, if
no interest has been paid on the Series R Debentures since the original
issuance of this Debenture, from March 1, 1997. The interest so
payable on any March 1 or September 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 February 15 or August 15, as the case may be, next
preceding such March 1 or September 1. 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 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 R 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)
(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
(FORM OF REVERSE OF SERIES R 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 under the Indenture as hereinafter
defined), as last supplemented and amended by a Seventeenth
Supplemental Indenture, dated as of March 10, 1997 (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 "7.30% Collateral Trust Debentures, Series R, due
March 1, 2007" of the Corporation (herein called the "Series R
Debentures"), duly authorized and lawfully issued in an aggregate
principal amount not exceeding $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 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 R Debentures, required to authorize
any such modification or amendment or any waiver of any provision of,
or default under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall
occur, the principal of all the Debentures at any such time outstanding
under the Indenture may be declared or may become due and payable upon
the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that in certain events such Event of
Default and its consequences may be waived and such declaration may be
rescinded by the holders of outstanding Debentures in the manner
provided in the Indenture.
Any request, demand, authorization, direction, declaration,
notice, consent, waiver or other action by the holder of this Debenture
shall bind the holder of every Debenture issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, in respect
of anything done or suffered to be done by or on behalf of the Trustee
or the Corporation in reliance thereon, whether or not notation of such
action is made upon this Debenture.
The Series R 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 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 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 R DEBENTURES)
<PAGE>
WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series R 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 R Debentures, when executed by
the Corporation, and authenticated and delivered by the Trustee as in
this Seventeenth Supplemental Indenture provided, the valid, binding
and legal obligations of the Corporation, and to make this Seventeenth
Supplemental Indenture a valid, binding and legal instrument for the
security of the Series R Debentures, in accordance with its terms, have
been done and performed;
NOW, THEREFORE, THIS SEVENTEENTH 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 Seventeenth 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
March 10, 1997 in the aggregate principal amount of $75,000,000.
GRANTING CLAUSE II
Agreement and Assignment
The following agreement and assignment:
A. A Loan Agreement dated as of March 10, 1997, 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 Seventeenth Supplemental Indenture or the Original
Indenture.
B. Assignment dated as of March 10, 1997, 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 Seventeenth Supplemental
Indenture or the Original Indenture.
<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 R Debentures: Terms and Provisions.
Series R Debentures shall be designated as "7.30% Collateral Trust
Debentures, Series R, due March 1, 2007" of the Corporation, and shall
have the following terms and provisions:
(a) Series R Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series R Debentures
which may be issued shall be limited to $75,000,000, except Series
R Debentures issued in exchange for, in lieu of, in substitution
for, or upon the registration or transfer of, other Series R
Debentures pursuant to the provisions of Article II and Sections
5.01(e) and 18.04 of the Original Indenture.
(c) Series R Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series R Debentures shall mature March 1, 2007, and shall
bear interest as provided in Section 2.06(b) of the Original
Indenture, payable semi-annually on March 1 and September 1 in
each year, commencing September 1, 1997, at the rate of 7.30% per
annum 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
office of the Trustee in the Borough of Manhattan, 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 R 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 R Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series R
Debentures. On or after the date of execution and delivery of the
Seventeenth Supplemental Indenture and upon compliance with the
provisions of Article IV of the Original Indenture, Series R Debentures
(up to but not exceeding the aggregate principal amount provided in
Section 1 of the Seventeenth Supplemental Indenture) shall be executed
by the Corporation and delivered to the Trustee, and the Trustee shall,
upon request, authenticate and deliver such Series R 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 R Debentures. Paragraph (a) of Section 7.02 of the
Original Indenture is amended and restated to read as follows:
The Corporation will cause to be maintained an office or
agency in the City of Chicago, Illinois, or the Borough of
Manhattan, The City of New York, New York, where Debentures may
be authenticated and presented for exchange, registration of
transfer or payment of principal and interest, and notices and
demands in respect of Debentures or this Indenture may be
served. The Corporation will give to the Trustee notice of the
location of any such office or agency and of any change of
location thereof. In case the Corporation shall fail to
maintain such office or agency or shall fail to give such
notice of the location or of any change in the location
thereof, such office or agency shall be the office of the
Trustee in the Borough of Manhattan, The City of New York, New
York.
SECTION 4. Debentures Issuable in the Form of a Global
Security.
(a) Section 1.01 of the Original Indenture is amended to add
new definitions thereto, in the appropriate alphabetical sequence,
as follows:
"Depository" means, unless otherwise specified by the
Corporation pursuant to either Section 2.02 or 2.17, with
respect to Debentures of any series issuable or issued in whole
or in part in the form of one or more Global Securities, The
Depository Trust Corporation, New York, New York, or any
successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulations.
"Global Security" means with respect to any series of
Debentures issued hereunder, a Debenture which is executed by
the Corporation and authenticated and delivered by the Trustee
to the Depository or its custodian or pursuant to the
Depository's instruction, all in accordance with this Indenture
and any indentures supplemental hereto, which shall be
registered in the name of the Depository or its nominee and
which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all the Outstanding
Debentures of such series or any portion thereof, in either
case having the same terms, including, without limitation, the
same original issue date, date or dates on which principal is
due and interest rate or method of determining interest.
(b) Article II of the Original Indenture is amended to add a
new Section 2.17, which reads in its entirety as follows:
SECTION 2.17. Debentures Issuable in the Form of a Global
Security. (a) If the Corporation shall establish pursuant to
Section 2.02 that the Debentures of a particular series are to
be issued in whole or in part in the form of one or more Global
Securities, then the Corporation shall execute and the Trustee
or its agent shall, in accordance with Section 4.01,
authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the
Outstanding Debentures of such series to be represented by such
Global Security or Securities, (ii) shall be registered in the
name of the Depository for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee or its
agent to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole
or in part for the individual Debentures represented hereby,
this Global Security may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to
a successor Depository or a nominee of such successor
Depository", or such other legend as may then be required by
the Depository for such Global Security or Securities.
(b) Notwithstanding any other provision of this
Section 2.17 or of Section 2.06 to the contrary, and subject
to the provisions of paragraph (c) below, unless the terms of
a Global Security expressly permit such Global Security to be
exchanged in whole or in part for definitive Debentures in
registered form, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 2.06,
only by the Depository to a nominee of the Depository for such
Global Security, or by a nominee of the Depository to the
Depository or another nominee of the Depository, or by the
Depository or a nominee of the Depository to a successor
Depository for such Global Security selected or approved by the
Corporation, or to a nominee of such successor Depository.
(c) (i) If at any time the Depository for a Global
Security or Securities notifies the Corporation that it is
unwilling or unable to continue as Depository for such Global
Security or Securities or if at any time the Depository for the
Debentures for such series shall no longer be eligible or in
good standing under the Exchange Act or other applicable
statute, rule or regulation, the Corporation shall appoint a
successor Depository with respect to such Global Security or
Securities. If a successor Depository for such Global Security
or Securities is not appointed by the Corporation within 90
days after the Corporation receives such notice or becomes
aware of such ineligibility, the Corporation shall execute, and
the Trustee or its agent, upon receipt of a Request for the
authentication and delivery of such individual Debentures of
such series in exchange for such Global Security or Securities,
will authenticate and deliver individual Debentures of such
series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the
Global Security or Securities in exchange for such Global
Security or Securities.
(ii) The Corporation may at any time and in its sole
discretion determine that the Debentures of any series or
portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global
Security or Securities. In such event, the Corporation will
execute, and the Trustee, upon receipt of a Request for the
authentication and delivery of individual Debentures of such
series in exchange in whole or in part for such Global Security
or Securities, will authenticate and deliver individual
Debentures of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal
amount of such series or portion thereof in exchange for such
Global Security or Securities.
(iii) If specified by the Corporation pursuant to
Section 2.02 with respect to Debentures issued or issuable in
the form of a Global Security, the Depository for such Global
Security may surrender such Global Security in exchange in
whole or in part for individual Debentures of such series of
like tenor and terms in definitive form on such terms as are
acceptable to the Corporation, the Trustee and such Depository.
Thereupon the Corporation shall execute, and the Trustee or its
agent upon receipt of a Request for the authentication and
delivery of definitive Debentures of such series shall
authenticate and deliver, without service charge, (1) to each
Person specified by such Depository a new Debenture or
Debentures of the same series of like tenor and terms and of
any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and (2)
to such Depository a new Global Security of like tenor and
terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount
of Debentures delivered to Holders thereof.
(iv) In any exchange provided for in any of the
preceding three paragraphs, the Corporation will execute and
the Trustee or its agent will authenticate and deliver
individual Debentures. Upon the exchange of the entire
principal amount of a Global Security for individual
Debentures, such Global Security shall be cancelled by the
Trustee or its agent. Except as provided in the preceding
paragraph, Debentures issued in exchange for a Global Security
pursuant to this Section 2.17 shall be registered in such names
and in such authorized denominations as the Depository for such
Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Debentures to the Persons in
whose names such Debentures are so registered or to such other
Person as the Depository shall designate.
(v) Payments in respect of the principal of and
interest on any Debentures registered in the name of the
Depository or its nominee will be payable to the Depository or
such nominee in its capacity as the registered owner of such
Global Security. The Corporation and the Trustee may treat the
Person in whose names the Debentures, including the Global
Security, are registered as the owner thereof for the purpose
of receiving such payments and for any and all other purposes
whatsoever. None of the Corporation, the Trustee or any agent
of the Corporation or the Trustee will have any responsibility
or liability for (a) any aspect of the records relating to or
payments made on account of the beneficial ownership interests
of the Global Security by the Depository or its nominee or any
of the Depository's direct or indirect participants, or for
maintaining, supervising or reviewing any records of the
Depository, its nominee or any of its direct or indirect
participants relating to the beneficial ownership interests of
the Global Security, (b) the payments to the beneficial owners
of the Global Security of amounts paid to the Depository or its
nominee, or (c) any other matter relating to the actions and
practices of the Depository, its nominee or any of its direct
or indirect participants. None of the Corporation, the Trustee
or any such agent will be liable for any delay by the
Depository, its nominee, or any of its direct or indirect
participants in identifying the beneficial owners of the
Debentures, and the Corporation and the Trustee may
conclusively rely on, and will be protected in relying on,
instructions from the Depository or its nominee for all
purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the
Debentures to be issued).
SECTION 5. Registration of Transfer.
(a) The first sentence of paragraph (a) of Section 2.06 of the
Original Indenture is amended and restated to read as follows:
"Subject to Section 2.17, the transfer of any Debenture may be
registered on the books required to be kept pursuant to Section
2.04 upon the surrender of such Debenture at the office or agency
of the Corporation required to be maintained under Section 7.02(a)
in the City of Chicago, Illinois, or the Borough of Manhattan, The
City of New York, New York, or in the case of Debentures of any
Additional Series, at any such office or agency required by any
supplemental indenture, in each case accompanied by delivery of
instruments of transfer, in form approved by the Corporation, duly
executed by the registered owner thereof or by his duly authorized
attorney, and thereupon the Corporation shall execute in the name
of the transferee or transferees, and the Trustee or appropriate
authenticating agent shall authenticate and deliver, a new
Debenture or Debentures of the same series, maturity and aggregate
principal amount."
(b) Section 2.06 of the Original Indenture is amended to add
a new paragraph (c), which reads in its entirety as follows: "(c)
None of the Corporation, the Trustee, or any agent of the
Corporation or the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests."
SECTION 6. Requirement and Eligibility of Trustee. The first
paragraph of Section 12.04 of the Original Indenture is amended and
restated to read as follows:
There shall at all times be a Trustee under this
Indenture, which shall be an incorporated bank or trust company
in good standing organized and doing business under the laws
of the United States or of the State of New York, or the State
of Illinois, or of the Commonwealth of Pennsylvania, having a
combined capital and surplus of not less than $10,000,000,
which is authorized under the laws of its jurisdiction of
incorporation to exercise corporate trust powers and subject
to supervision or examination by Federal or State authority.
If the Trustee publishes reports of condition at least
annually, pursuant to law or to the requirement of the
aforesaid supervising or examining authority, the combined
capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall at all
times satisfy the requirements of Section 310(a)(v) of the
Trust Indenture Act of 1939.
SECTION 7. 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 and amended by this Seventeenth Supplemental
Indenture is in all respects ratified and confirmed and the Seventeenth
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
Seventeenth 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 Seventeenth Supplemental
Indenture upon the terms and conditions hereof and of the Original
Indenture.
SECTION 9. Defined Terms. All terms used in the Seventeenth
Supplemental Indenture which are defined in the Original Indenture
shall have the meanings assigned to them in the Original Indenture.
SECTION 10. Counterparts. The Seventeenth 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 Seventeenth 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
Seventeenth 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 Seventeenth Supplemental
Indenture to be attested by its Secretary or Assistant Secretary, and
First Union National Bank, in evidence of its acceptance of the trusts
hereby created, has caused this Seventeenth 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 March
10, 1997.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:/s/ Patrick J. Bagley
Vice President-Finance and Treasurer
Attest:
/s/ J. Carlisle Peet, III
Assistant Secretary
FIRST UNION NATIONAL BANK
as Trustee
(CORPORATE SEAL) BY:/s/ Stephanie Roche
Vice President
Attest:
/s/ Paul O'Brien
Assistant Vice President
Rollins Truck Leasing Corp.
Underwriting Agreement
March 5, 1997
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 and amended by the Seventeenth Supplemental Indenture
thereto, to be dated as of March 10, 1997 the "Indenture"), between the
Company and First Union National Bank, as successor trustee (the
"Trustee"). All or part, as the context may require, of such
securities are hereinafter called the "Securities".
1. Sale and Purchase of the Securities. The Company agrees to
sell to you, and you, on the basis of the representations, warranties
and agreements herein contained, but subject to the terms and
conditions herein stated, agree to purchase from the Company, at the
purchase price set forth in Schedule I hereto, the principal amount of
Securities also set forth in Schedule I hereto.
2. Payment and Delivery. Delivery by the Company of the
Securities to you and payment by you therefor by bank wire transfer of
immediately available funds to the Company shall take place at the
office, on the date and at the time specified in Schedule I hereto,
which date and time may be postponed by agreement between you and the
Company or as provided in Section 10 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").
The Securities shall be registered in such names and shall be in
such denominations as you shall request at least three full business
days before the Closing Date and shall be made available to you for
checking and packaging, at such place as is designated by you, at least
one full business day before the Closing Date.
3. Registration Statement and Prospectus. The Company represents
and warrants to you that the Company meets the requirements for the use
of Form S-3 under the Securities Act of 1933 (the "Securities Act") and
the rules and regulations adopted thereunder, and has carefully
prepared and filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the file number of
which is set forth in Schedule I hereto), which has become effective,
for the registration under the Securities Act of the Securities. Such
registration statement, as amended at the date of this Agreement, meets
the requirements set forth in Rule 415 (a)(1)(x) under the Securities
Act and complies in all other material respects with such Rule. The
Company proposes to file with the Commission pursuant to Rule 424 under
the Securities Act ("Rule 424") a supplement to the form of prospectus
included in such registration statement relating to the Securities and
the plan of distribution thereof and has previously advised you of all
further information (financial and other) with respect to the Company
to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is
hereinafter called the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement is hereinafter
called the "Basic Prospectus"; and such supplemented form of
prospectus, in the form in which it shall be filed with the Commission
pursuant to Rule 424 (including the Basic Prospectus as so
supplemented) is hereinafter called the "Final Prospectus". Any
preliminary form of the Final Prospectus which has heretofore been
filed pursuant to Rule 424 is hereinafter called the "Interim
Prospectus". Any reference herein to the Registration Statement, the
Basic Prospectus, any Interim Prospectus or the Final Prospectus shall
be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the date of this Agreement, or the issue date of the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of the
Basic Prospectus, any Interim Prospectus or the Final Prospectus, as
the case may be, and deemed to be incorporated therein by reference.
The Company hereby confirms that you and the dealers have been
authorized to distribute or cause to be distributed any Interim
Prospectus and are authorized to distribute the Final Prospectus (as
from time to time amended or supplemented if the Company furnishes
amendments or supplements thereto to you).
4. Representations. The Company represents to you as follows:
(a) The Commission has not issued an order preventing or
suspending the use of the Basic Prospectus or any Interim
Prospectus.
(b) The Basic Prospectus and any Interim Prospectus have
complied in all material respects with the requirements of the
Securities Act and of the rules and regulations adopted thereunder
and, as of their respective dates, did not include any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements, in light of the circumstances
under which they were made, not misleading.
(c) As of the date hereof, when the Final Prospectus is
first filed pursuant to Rule 424, when, before the Closing Date,
any amendment to the Registration Statement becomes effective,
when, before the Closing Date, any document incorporated by
reference in the Registration Statement is filed with the
Commission, when any supplement to the Final Prospectus is filed
with the Commission and at the Closing Date, (1) the Registration
Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, and
the Indenture will comply in all material respects with the
applicable requirements of the Securities Act, the Trust Indenture
Act of 1939 (the "Trust Indenture Act") and the Exchange Act and
the respective rules and regulations adopted thereunder and (2)
neither the Registration Statement, as amended as of any such
time, nor the Final Prospectus, as amended or supplemented as of
any such time, will contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no
representations as to (1) that part of the Registration Statement
which shall constitute the Statement of Eligibility and
Qualification on Form T-1 of the Trustee under the Trust Indenture
Act, except statements or omissions in such Statement made in
reliance upon information furnished in writing to the Trustee by
or on behalf of the Company for use therein or (2) statements of
omissions in the Registration Statement or the Final Prospectus
(or in amendments or supplements thereto) made in reliance upon
information furnished in writing to the Company by you expressly
for use therein.
(d) The certificate delivered pursuant to paragraph (e) of
Section 5 hereof and all other documents delivered by the Company
or its representatives in connection with the issuance and sale of
the Securities were on the dates on which they were delivered, or
will be on the dates on which they are to be delivered, in all
material respects true and complete.
5. Conditions of the Underwriter's Obligations. The obligations
of the Underwriter hereunder are subject to the following conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 not later than 5:00 p.m. New York
City time on the second business day after the date hereof.
(b) No order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall be in
effect and no proceedings for such purpose shall be pending before
or threatened by the Commission.
(c) Since the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, (1)
there shall not have been any material change in the capital stock
or long-term debt of the Company and its subsidiaries, (2) there
shall not have been any material adverse change in the general
affairs, management, financial position, business prospects or
results of operations of the Company and its subsidiaries taken as
a whole, whether or not arising from transactions in the ordinary
course of business, in each case other than as set forth in or
contemplated by the Final Prospectus and (3) the Company and its
subsidiaries shall not have sustained any material loss or
interference with their business taken as a whole from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or any court or legislative
or other governmental action, order or decree that is not set
forth in the Final Prospectus if, in the judgment of the
Underwriter, any such development referred to in clause (1), (2)
or (3) above makes it impracticable or inadvisable to proceed with
the offering or the delivery of the Securities as contemplated by
the Registration Statement and the Final Prospectus.
(d) The representations of the Company contained herein
shall be true and correct as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement
filed before the Closing Date, as of the date of the filing of any
document incorporated by reference therein before the Closing Date
and on and as of the Closing Date, and the Company shall have
performed all covenants and agreements herein contained to be
performed on its part at or before the Closing Date.
(e) The Underwriter shall have received on the Closing Date
a certificate, dated the Closing Date, of the Chairman of the
Board or the President and the principal financial or accounting
officer of the Company, which shall certify that (1) no order
suspending the effectiveness of the Registration Statement or
prohibiting the sale of the Securities has been issued and no
proceedings for such purpose are pending before or, to the
knowledge of such officers, threatened by the Commission and (2)
the representations of the Company contained herein are true and
correct on and as of the Closing Date with the same effect as if
made on the Closing Date and the Company has performed all
agreements herein contained to be performed on its part at or
before the Closing Date.
(f) You shall have received on the Closing Date a signed
letter from the firm of accountants identified in Exhibit A
hereto, dated the Closing Date, substantially in the form of such
Exhibit.
(g) You shall have received on the Closing Date from the
counsel for the Company identified in Exhibit B hereto, an
opinion, dated the Closing Date, substantially identical to the
proposed form of opinion set forth in such Exhibit.
(h) Subsequent to the execution of this Agreement, there
shall not have been any decrease in the ratings of any of the
Company's debt securities by Moody's Investors Service, Inc. or
Standard & Poor's Corporation from those in effect at the date of
this Agreement nor shall Moody's Investors Services Inc. or
Standard and Poor's Corporation have publicly announced that it
has under surveillance or review, with possible negative
implications, its rating of the Company's debt securities.
(i) You shall have received on the Closing Date from
Cravath, Swaine & Moore, counsel for the Underwriter, an opinion,
dated the Closing Date, with respect to the Company, the
Indenture, the Securities, the Registration Statement, the Final
Prospectus and this Agreement and the form and sufficiency of all
proceedings taken in connection with the authorization, sale and
delivery of the Securities. Such opinion and proceedings shall be
reasonably satisfactory in all respects to you, and the Company
shall have furnished to counsel for the Underwriters such
documents as they may reasonably request for the purpose of
enabling them to render such opinion.
6. Additional Agreements. The Company agrees with you as follows:
(a) Before the termination of the offering of the
Securities, not to file any amendment of the Registration
Statement or supplement (including the Final Prospectus) to the
Basic Prospectus unless the Company has first submitted a copy
thereof to you within a reasonable period of time before filing
and not to file any such proposed amendment or supplement to which
you reasonably object. Subject to the foregoing sentence, the
Company promptly will cause the Final Prospectus to be 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 as you may designate, as many copies of any Interim
Prospectus and the Final Prospectus as the Underwriters may
reasonably request.
(e) During the period in which copies of the Final
Prospectus are to be delivered as provided in paragraph (d) of
this Section 6, if any event occurs as a result of which it shall
be necessary to amend or supplement the Final Prospectus in order
to ensure that no part of the Final Prospectus contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the
circumstances existing when the Final Prospectus is to be
delivered to a purchaser, not misleading, forthwith to prepare,
submit to you pursuant to paragraph (a) of this Section 6, file
with the Commission and deliver, without charge, to the
Underwriter and to dealers (whose names and addresses you will
furnish to the Company) to whom Securities may have been sold by
the Underwriter, and to other dealers upon request, either
amendments or supplements to the Final Prospectus so that the
statements in the Final Prospectus, as so amended or supplemented,
will comply with the standard set forth in this paragraph (e).
Delivery by the Underwriter of any such amendments or supplements
to the Final Prospectus shall not constitute a waiver of any of
the conditions set forth in Section 5 hereof.
(f) To make generally available to the Company's security
holders, as soon as practicable but in no event later than 60 days
after the end of the 12-month period beginning at the end of the
current fiscal quarter of the Company, an earnings statement
(which need not be audited) of the Company and its subsidiaries
that satisfies the provisions of Section 11(a) of the Securities
Act.
(g) To take such action as you may request in order to
qualify the Securities for offer and sale under the securities or
"blue sky" laws of such jurisdictions as you may reasonably
request; provided, however, that in no event shall the Company be
obligated to subject itself to taxation or to qualify to do
business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to service of process in
suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject.
(h) For so long as any of the Securities remain outstanding,
to supply to you copies of such financial statements and other
periodic and special reports as the Company may from time to time
distribute to the holders of any class of its capital stock and to
furnish to you copies of each annual or other report the Company
shall be required to file with the Commission.
(i) To pay, or reimburse if paid by you, whether or not the
transactions contemplated hereby are consummated or this Agreement
is terminated, all costs and expenses incident to the performance
of the obligations of the Company under this Agreement, including
those relating to (1) the preparation, printing and filing of the
Registration Statement and exhibits thereto, the Basic Prospectus,
any Interim Prospectus and the Final Prospectus, all amendments
and supplements to the Registration Statement, any Interim
Prospectus and the Final Prospectus and the printing of the
Indenture, this Agreement, and agreements with dealers relating to
the offering of the Securities, (2) the issuance of the Securities
and the preparation and delivery of certificates for the
Securities, (3) the registration or qualification of the
Securities for offer and sale under the securities or "blue sky"
laws of the various jurisdictions referred to in paragraph (g) of
this Section 6 and the determination of the legality of the
Securities for investment, including the fees and disbursements of
counsel for the Underwriter in connection therewith and the
preparation and printing of "blue sky" memoranda and legal
investment memoranda, (4) the furnishing to the Underwriter of
copies of any Interim Prospectus and the Final Prospectus and all
amendments or supplements to any Interim Prospectus and the Final
Prospectus, and of the several documents required by this Section
6 to be so furnished, including costs of shipping and mailing, (5)
any fees required by the National Association of Securities
Dealers, Inc. in connection with its review of corporate
financings, (6) the furnishing to the Underwriter of copies of all
reports and information required by paragraph (h) of this Section
6, including costs of shipping and mailing, (7) the fees charged
by rating agencies in connection with the rating of the
Securities, (8) the fees and expenses of the Trustee, (9) all
transfer taxes, if any, with respect to the sale and delivery of
the Securities by the Company and (10) the fee, if any, for
listing the Securities on any national securities exchange.
(j) For a period ending on the later of the Closing Date or
the date on which any price restrictions on the sale of the
Securities are terminated, not to offer or sell, or announce the
offering of, any debt securities, without your prior written
consent.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter
within the meaning of Section 15 of the Securities Act against any
and all losses, claims, damages and liabilities, joint or several
(including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any
of them, may become subject under the Securities Act, the Exchange
Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Interim
Prospectus or the Final Prospectus, or such amendment or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as
any such untrue statement or omission or alleged untrue statement
or omission was made in (1) the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus, or
such amendment or supplement, in reliance upon and in conformity
with information furnished in writing to the Company by the
Underwriter expressly for use therein or (2) that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification on Form T-1 of the Trustee under the
Trust Indenture Act, except statements or omissions in such
Statement made in reliance upon information furnished in writing
to the Trustee by or on behalf of the Company for use therein;
provided, however, that such indemnity with respect to the Basic
Prospectus or any Interim Prospectus shall not inure to the
benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any such loss, claim,
damage or liability purchased Securities that are the subject
thereof if such person did not receive a copy of the Final
Prospectus (not including the documents incorporated therein by
reference) at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is
required by the Securities Act and the untrue statement or
omission of a material fact contained in the Basic Prospectus or
any Interim Prospectus was corrected in the Final Prospectus,
unless such failure to deliver the Final Prospectus was a result
of noncompliance by the Company with paragraph (d) of Section 6
hereof.
(b) The Underwriter agrees to indemnify and hold harmless
the Company, each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, each director of
the Company and each officer of the Company who signs the
Registration Statement to the same extent as the foregoing
indemnity from the Company to the Underwriter, but only insofar as
such losses, claims, damages or liabilities arise out of or are
based upon any untrue statement or omission or alleged untrue
statement or omission that was made in the Registration Statement,
the Basic Prospectus, any Interim Prospectus or the Final
Prospectus, or any amendment or supplement thereto, in reliance
upon and in conformity with information furnished in writing to
the Company by the Underwriter expressly for use therein;
provided, however, that the obligation of the Underwriter to
indemnify the Company hereunder shall be limited to the total
price at which the Securities purchased by the Underwriter
hereunder were offered to the public. The Company acknowledges
that the statements set forth in the last paragraph of the cover
page and under the heading "Underwriting" or "Plan of
Distribution" in any Interim Prospectus or the Final Prospectus
constitute the only information furnished in writing by or on
behalf of the Underwriter for inclusion in the documents referred
to in the foregoing indemnity and you confirm that such statements
are correct.
(c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
any such party in respect of which a claim is to be made against
an indemnifying party under this Section 7, notify each such
indemnifying party of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served, but the
omission so to notify such indemnifying party of any such action,
suit or proceeding shall not relieve it from any liability that it
may have to any indemnified party otherwise than under this
Section 7. In case any such action, suit or proceeding shall be
brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, such indemnifying
party or parties shall be entitled to participate in, and, to the
extent that it or they shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party or parties to such
indemnified party of its or their election so to assume the
defense thereof, the indemnifying party or parties shall not be
liable to such indemnified party for any legal or other expenses,
other than reasonable costs of investigation subsequently incurred
by such indemnified party in connection with the defense thereof.
The indemnified party shall have the right to employ separate
counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless
(1) the employment of counsel by such indemnified party has been
authorized by the indemnifying party or parties, (2) the
indemnified party shall have reasonably concluded that there may
be a conflict of interest between the indemnifying party or
parties and the indemnified party in the conduct of the defense of
such action (in which case the indemnifying party or parties shall
not have the right to direct the defense of such action on behalf
of the indemnified party) or (3) the indemnifying party or parties
shall not in fact have employed counsel to assume the defense of
such action, in each of which cases the fees and expenses of
separate counsel for the indemnified party shall be at the expense
of the indemnifying party or parties. An indemnifying party shall
not be liable for any settlement of any action or claim effected
without its written consent.
8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for
in paragraph (a) of Section 7 hereof is applicable but for any reason
is held to be unavailable from the Company, the Company and the
Underwriter shall contribute to the aggregate losses, claims, damages
and liabilities (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claims asserted, but after deducting
any contribution received by the Company from persons other than the
Underwriter, such as persons who control the Company within the meaning
of the Securities Act, officers of the Company who signed the
Registration Statement and directors of the Company, who may also be
liable for contribution) to which the Company and the Underwriter may
be subject in such proportion so that the Underwriter is responsible
for that portion represented by the percentage that the underwriting
discount (the difference between the aggregate of the price or prices
at which the Securities are sold by the Underwriter and the purchase
price of the Securities set forth in Schedule I hereto) bears to the
sum of such discount and the purchase price of the Securities set forth
in Schedule I thereto and the Company is responsible for the balance;
provided, however, that (a) in no case shall the Underwriter (except as
may be provided in any agreement among underwriters relating to the
offering of the Securities) be responsible for any amount in excess of
the underwriting discount applicable to the Securities purchased by the
Underwriter hereunder and (b) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person, if any, who controls the Underwriter
within the meaning of the Securities Act shall have the same rights to
contribution as such Underwriter, and each person, if any, who controls
the Company within the meaning of the Securities Act, each officer of
the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as
the Company, subject in each case to clauses (a) and (b) of this
Section 8. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 8, notify such
party or parties from whom contribution may be sought, but the omission
so to notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation
it or they may have hereunder or otherwise than under this Section 8.
No party shall be liable for contribution with respect to any action or
claim settled without its 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
(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 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: /s/ Patrick J. Bagley
Vice President-Finance and Treasurer
Confirmed:
Goldman, Sachs & Co.
By: /s/ John Curtis
Vice President
SCHEDULE I
Underwriting Agreement dated March 5, 1997
Registration Statement No. 333-21835
Underwriter:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Title, Purchase Price and Description of Securities:
Title: 7.30% Collateral Trust Debentures, Series R,
due March 1, 2007
Principal amount: $75,000,000
Purchase price: $74,462,250 plus accrued interest from
March 1, 1997 , if any
Sinking fund provisions: None
Redemption provisions: At Maturity - March 1, 2007; not redeemable
prior to maturity
Other provisions: Dated March 10, 1997, interest payable March 1
and September 1 in each year commencing
September 1, 1997
Closing Date, Time and Location: March 10, 1997; 10:00 a.m.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Delayed Delivery Arrangements: None
Fee: N/A
Minimum principal amount of each contract: N/A
Maximum aggregate principal amount of all contracts: N/A
SCHEDULE II
Principal
Amount
of
Securities
to be
Underwriter Purchased
Goldman, Sachs & Co.
$75,000,000
Total $75,000,000
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 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.
EXHIBIT B
The Company* shall furnish to the Underwriter the opinion of J.
Carlisle Peet, III, Esq., Assistant General Counsel and Assistant
Secretary of the Company, dated the Closing Date, to the effect that:
(i) each of the Company and Rollins Leasing Corp. (the
"Subsidiary") has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized, with full
corporate power and authority to own its properties and conduct
its business as described in the Final Prospectus, and is duly
qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business;
(ii) all the outstanding shares of capital stock of the
Subsidiary have been duly and validly authorized and issued and
are fully paid and nonassessable, and all outstanding shares of
capital stock of the Subsidiary are owned by the Company either
directly or through wholly-owned subsidiaries free and clear of
any perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) the Company's authorized equity capitalization is as
set forth in the Final Prospectus; the Securities conform to the
description thereof contained in the Final Prospectus; and, if the
Securities are to be listed on the New York Stock Exchange,
authorization therefor has been given, subject to official notice
of issuance and evidence of satisfactory distribution, or the
Company has filed a preliminary listing application and all
required supporting documents with respect to the Securities with
the New York Stock Exchange and such counsel has no reason to
believe that the Securities will not be authorized for listing,
subject to official notice of issuance and evidence of
satisfactory distribution;
(iv) the Collateral Trust Indenture dated as of March 21,
1983 as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986 and an Eighth Supplemental
Indenture thereto dated as of May 15, 1990 (the "Original
Indenture"), between the Company and Continental Bank, National
Association, as Trustee, and the Seventeenth Supplemental
Indenture dated as of March 10, 1997 (the "Seventeenth
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
Seventeenth Supplemental Indenture (the "Indenture"), and
delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement of which this Exhibit B is a part (the
"Underwriting Agreement"),** will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the
Indenture;
(v) to the best knowledge of such counsel,there is no pending or
threatened action, suit or preceding before any court or governmental
agency, authority or body or any arbitrator involving the Company or
any of its subsidiaries, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or other document of
a character required to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit, which is not described
or filed as required; and the statements included or 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, as of its date or at the date hereof, includes any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;
(vii) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company;**
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the consummation
of the transactions contemplated in the Underwriting Agreement,**
except such as have been obtained under the Securities Act and such as
may be required under the "blue sky" laws of any jurisdiction in
connection with the purchase and distribution of the Securities by the
Underwriter and such other approvals (specified in such opinion) as
have been obtained;
(ix) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions contemplated in the
Underwriting Agreement** nor the fulfillment of the terms of the
Underwriting Agreement** will conflict with, result in a breach of, or
constitute a default under the charter or bylaws of the Company or the
terms of any indenture or other agreement or instrument known to such
counsel and to which the Company or any of its subsidiaries is a party
or bound, or any order or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the applications of laws of any jurisdiction other than the State
of Delaware or the United States, to the extent deemed proper and specified
in such opinion, upon the opinion of other counsel of good standing believed
to be reliable and who are satisfactory to counsel for the Underwriter; and
(B) as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
_________________________
* All capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Underwriting Agreement of which
this Exhibit B is a part.
** For appropriate changes if delayed delivery arrangements are used,
see Exhibit C to the Underwriting Agreement.
