As filed with the Securities and Exchange Commission on January 27, 2000.
Registration No. 333-
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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
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(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)
-------------------------
Klaus M. Belohoubek, 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) 426-2806 New York, NY 10019-7415
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(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
- --------------------------------------------------------------------------------
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit1 Offering Price1 Fee
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Collateral Trust $295,000,000 100% $295,000,000 $77,880
Debentures
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(1) Estimated solely for the purpose of calculating the registration fee.
This Registration Statement includes $55,000,000 of Collateral Trust
Debentures previously registered on Form S-3 (Registration No.
333-21835). The filing fee associated with these Collateral Trust
Debentures which has been previously paid upon the filing of
Registration Statement No. 333-21835 amounted to $16,667.
------------------------
Pursuant to Rule 429 of the rules and regulations of the Commission
under the Securities Act of 1933, the Prospectus contained herein also relates
to Registration Statement No. 333-21835 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>
The information in this prospectus is not complete and may be changed. An
effective registration statement relating to these securities has been filed
with the Securities and Exchange Commission. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 27, 2000
PROSPECTUS
ROLLINS TRUCK LEASING CORP.
COLLATERAL TRUST DEBENTURES ($350,000,000)
---------------
We plan to issue from time to time up to $350,000,000 of collateral
trust debentures. We will provide specific terms of these debentures and their
offering prices in supplements to this prospectus. You should read this
prospectus and any prospectus supplement carefully before you invest.
---------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
---------------
This prospectus may not be used to consummate the sale of debentures
unless accompanied by a prospectus supplement.
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The date of this prospectus is ___________, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Prospectus.....................................................................5
Where You Can Find More Information............................................5
Rollins Truck Leasing Corp.....................................................7
Summary Financial Data.........................................................8
Use Of Proceeds................................................................9
Description of Debentures......................................................9
General....................................................................9
Terms of a Particular Series..............................................10
Our Covenants.............................................................10
Security Provisions.......................................................12
Modification of Indenture and Waiver of Certain Covenants.................12
Defaults and Certain Rights on Default....................................13
Plan of Distribution..........................................................14
Legal Matters.................................................................14
Experts.......................................................................15
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
We may sell the debentures described in this prospectus in one or more offerings
up to a total dollar amount of $350,000,000.
This prospectus provides you with a general description of the
debentures we may offer. Each time we sell debentures, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
You should rely only on the information provided in this prospectus
and in any prospectus supplement including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the debentures in any state where the offer is
not permitted. You should not assume that the information in this prospectus, or
any supplement to this prospectus, is accurate at any date other than the date
on the front of those documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the following SEC locations.
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, DC 20549 New York, NY 10048 Suite 1400
Chicago, Illinois 60661-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our
SEC filings are available to the public at the SEC's website at
http://www.sec.gov.
Our common stock is listed on both the New York and Pacific Stock
Exchanges. You can inspect our reports, proxy statements and other information
at the offices of either Exchange.
The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
<PAGE>
the SEC will automatically update and supersede this information. We
incorporate by reference our documents listed below:
o our Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
o our Current Report on Form 8-K dated January 18, 2000;
o our Proxy Statement relating to the Annual Meeting of
Shareholders held on January 27, 2000; and
o any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all of the securities.
You may request a copy of these documents at no cost, by writing or
telephoning us at the following address:
Patrick J. Bagley
Vice President-Finance and Treasurer
Rollins Truck Leasing Corp.
P.O. Box 1791
Wilmington, Delaware 19899
(302) 426-3409
<PAGE>
ROLLINS TRUCK LEASING CORP.
We operate principally in one industry segment and through our
principal subsidiary, Rollins Leasing Corp., engage primarily in full-service
truck leasing and rentals. We currently conduct all of our operations within the
United States and Canada.
Full-service leasing accounts for the major portion of Rollins Leasing
Corp.'s revenues. Under these leases, Rollins Leasing Corp. 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 Leasing Corp. 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.
Our commercial rental fleet which at September 30, 1999 consisted of
more than 9,600 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. Our 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 1999 was in excess of 85%. Rollins Leasing Corp. does not offer
services in the consumer one-way truck rental market.
Rollins Leasing Corp. 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 Leasing Corp. 24-hour-a-day emergency road
service.
On January 3, 2000, we acquired all of the issued and outstanding
shares of capital stock of UPS Truck Leasing, which provides full-service lease
and rental services on more than 10,000 vehicles to 4,000 customers throughout
the United States, from the UPS Logistics Group, a unit of United Parcel
Service, Inc. UPS Truck Leasing was then merged into Rollins Leasing Corp.
Concurrently, we sold our dedicated carriage and logistics subsidiary's assets
and business to the UPS Logistics Group.
There are many companies engaged in all aspects of vehicle rental and
leasing, some of which also operate on a nationwide basis and are larger than
our business. Ryder System, Inc. and Penske Truck Leasing Co., L.P., Inc. are
respectively the largest and second largest competitors in the truck leasing
industry. We believe Rollins Leasing Corp. is the third largest competitor in
the field of full-service leasing and short-term rental of heavy duty trucks in
the United States. Since the unit cost of vehicles and the cost of the borrowed
funds used to purchase such vehicles are believed to be similar for most vehicle
leasing companies, successful competition is based in part on service.
We are incorporated in the State of Delaware. Our mailing address and
telephone number for our principal executive offices are One Rollins Plaza, P.
O. Box 1791, Wilmington, Delaware 19899, and (302) 426-2700. On January 25,
1990, our name was changed from RLC CORP. to Rollins Truck Leasing Corp.
<PAGE>
SUMMARY FINANCIAL DATA
The following summary reflects our operations. It is qualified by the
information described under the heading "Where You Can Find More Information."
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- -------
($ in thousands, except per share amounts)
Statement of Earnings Data
- --------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 627,397 $ 610,157 $ 556,704 $ 513,779 $ 482,612
Expenses:
Operating 239,162 244,260 228,957 211,919 194,073
Depreciation 199,342 183,465 170,039 158,407 146,777
Gain on sale of property
and equipment (17,007) (9,787) (12,230) (7,950) (12,657)
Selling and administrative 57,805 55,530 50,457 47,995 43,146
---------- ---------- ------------ ------------- -------------
479,302 473,468 437,223 410,371 371,339
---------- ---------- ------------ ------------- -------------
Operating earnings 148,095 136,689 119,481 103,408 111,273
Interest expense, net 55,364 51,586 49,270 47,481 44,181
---------- ---------- ------------ ------------- -----------
Earnings before income
taxes 92,731 85,103 70,211 55,927 67,092
Income taxes 36,258 33,080 27,417 21,811 25,756
---------- ---------- ------------ ------------- -------------
Net earnings $ 56,473 $ 52,023 $ 42,794 $ 34,116 $ 41,336
========== ========== ============ ============= =============
Earnings per share(1)
Basic $ .98 $ .86 $ .68 $ .52 $ .61
========== ========= ============ ============= =============
Diluted $ .97 $ .85 $ .68 $ .52 $ .61
========== ========= ============ ============= =============
Average common shares
and equivalents
outstanding (000's)(1)
Basic 57,833 60,340 62,681 65,076 67,432
========== =========== ============ ============= =============
Diluted 58,369 61,130 63,362 65,595 68,048
========== =========== ============ ============ =============
Balance Sheet Data
Total assets(2) $1,412,887 $1,297,474 $1,193,935 $1,126,981 $1,030,223
Equipment financing
obligations $802,458 $ 749,876 $ 671,882 $ 641,362 $ 574,186
Shareholders' equity(2) $320,386 $ 292,985 $ 289,982 $ 285,127 $ 277,501
Ratio of earnings to fixed
charges(3) 2.55 2.55 2.34 2.10 2.41
</TABLE>
- ------------------------
(1) Information for the fiscal years ended September 30, 1997 and prior
have been adjusted for the three-for-two common stock split
distributed on March 16, 1998.
(2) Information for the fiscal years ended September 30, 1997 and prior
have been reclassified to reflect the effects of adopting the
provisions of SFAS No. 130, "Reporting Comprehensive Income", during
1999.
(3) 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>
USE OF PROCEEDS
The proceeds we receive from the sale of the debentures will be
advanced to Rollins Leasing Corp., referred to as a "participating subsidiary".
It will use the 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 to
be applied to these asset purchases or debt reductions. Before this the proceeds
may be temporarily invested in short-term marketable securities.
DESCRIPTION OF DEBENTURES
This section describes the general terms and provisions of the
debentures to which any prospectus supplement may relate. The applicable
prospectus supplement will describe the specific terms of the debentures offered
through that prospectus supplement as well as any general terms described in
this section that will not apply to those debentures.
The offered debentures will be issued under a Collateral Trust
Indenture dated as of March 21, 1983, between us and Continental Bank, National
Association (formerly Continental Illinois National Bank and Trust Company of
Chicago) as trustee, as supplemented and amended by a Third Supplemental
Indenture dated February 20, 1986 and by the Eighth Supplemental Indenture dated
May 15, 1990 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 referred to as 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.
We have summarized certain provisions of the Collateral Trust
Indenture below. The summary is not complete. If we refer to particular
provisions of the indenture, the provisions, including definitions of certain
terms are incorporated by reference as a part of this summary.
As of the date of this prospectus, an aggregate of $800 million of
debentures are outstanding under the indenture. Reference is made to the
prospectus supplement for any subsequent series of debentures issued under the
indenture.
General
- -------
The offered debentures will be our obligations secured at the time of
issuance by the pledge of unsecured demand promissory notes issued by one or
more participating subsidiaries. These notes may in turn be secured by liens on
vehicles and vehicle leases under the circumstances described under the heading
"Security Provisions". We and Rollins Leasing Corp. are prohibited 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 ours
engaged primarily in the business of renting and/or leasing vehicles and/or
providing carriage by vehicles. A participating subsidiary has also executed and
delivered one or more loan agreements and issued one or more notes. As of the
date of this prospectus, Rollins Leasing Corp. is our only subsidiary that
qualifies as a participating subsidiary. As of the date of this prospectus, the
outstanding debentures are secured by the pledge of $800 million principal
amount of the unsecured demand promissory notes of Rollins Leasing Corp.
<PAGE>
The indenture does not limit the amount of debentures that may be
issued. The indenture provides that debentures may be issued under it from time
to time in one or more series.
Principal and any premium will be payable at the our agency in
Chicago, Illinois, or New York, New York. You may present the debentures for
registration of transfer or exchange at those offices, subject to the
limitations provided in the indenture, without any service charge, but we may
require you to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the registration.
The indenture requires that funds equal to the principal amount of
debentures issued from time to time will be advanced to one or more
participating subsidiaries on the date of the issuance. In exchange, each
participating subsidiary will issue us a promissory note in the principal amount
of any advances to it. We 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 the obligations to
pay principal premium, if any, and interest contained in all the notes are
sufficient, in the aggregate, to pay all principal, premium, if any, and
interest on all outstanding debentures after giving effect to the issue of
additional debentures and to any concurrent retirement of other debentures using
proceeds from that issue and money held by the trustee.
Terms of a Particular Series
- ----------------------------
The prospectus supplement relating to the particular series of offered
debentures will include the following terms of the offered debentures:
o the title;
o any limit on the aggregate principal amount;
o the price or prices;
o the maturity date or dates;
o the interest rate or rates and the method for calculating the
interest rate;
o the interest payment dates, the date on which interest payments
will commence and the regular record dates for the interest
payments;
o the terms of any mandatory or optional sinking fund provisions;
and
o the terms of any other optional redemption provisions.
Our Covenants
- ------------
Limitation on Equipment Indebtedness of Participating Subsidiaries. We
covenant 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, we
will, on or before 45 days after
<PAGE>
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%.
Certain Definitions. Equipment indebtedness means all indebtedness
other than:
o permitted indebtedness;
o indebtedness expressly subordinated to the prior payment of the
debentures or the notes, as the case may be;
o indebtedness secured by real estate or improvements on real
estate (to the extent that indebtedness does not exceed the
greater of cost or appraised value of the real estate and
improvements); and
o 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:
(1) the fastest rate prescribed by any instrument at the time in
effect evidencing any indebtedness of the vehicle owner; and
(2) the rate then utilized for the purpose of financial statements
submitted to our stockholders.
Permitted indebtedness means:
(1) 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 the purchased vehicles; and
(2) indebtedness secured by a lien on vehicles which predates our
acquisition of the business owning the vehicles.
Vehicle means 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.
Limitation on Dividends. We may not, so long as any of the offered
debentures are outstanding:
o declare or pay any dividend; or
o make any distribution on any shares of our capital stock (other
than dividends or distributions payable in shares of our capital
stock); or
o make or permit any subsidiary to make any payment to purchase,
redeem or otherwise acquire any shares of our capital stock if
the aggregate amount expended for all purposes subsequent to
September 30, 1984, referred to as the "applicable date", would
exceed the sum of consolidated net earnings since the applicable
date and $10,000,000.
<PAGE>
However, we may credit against the purchases, redemptions and
retirements of our capital stock the net consideration we receive subsequent to
the applicable date from the issue or sale of additional capital stock.
Limitation on Consolidated Indebtedness. As long as any of the offered
debentures are outstanding, we may not, nor may we permit any of our
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 our consolidated
indebtedness is less than 400% of our consolidated net worth. Other than the
limitation on consolidated indebtedness, the indenture contains no provisions
that may afford debentureholders protection in the event of a highly leveraged
transaction.
Security Provisions
- -------------------
All offered debentures will be our obligations secured by notes
pledged to the trustee. Notes of participating subsidiaries pledged to the
trustee will secure any additional series of debentures . The notes will be
unsecured obligations of the subsidiaries. However, if any participating
subsidiary grants or allows any security interest in its vehicles or its vehicle
leases (except statutory liens), the indenture requires the creation of a
security interest in the vehicles or vehicle leases for the benefit of the
trustee as holder of the notes of the participating subsidiary ranking equally
and ratably with, and existing for at least the same length of time as, such
other security interests.
An agreement among us, Rollins Leasing Corp. and the lenders under the
existing unsecured bank revolving credit agreement between Rollins Leasing Corp.
and those lenders requires Rollins Leasing Corp. 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 Leasing
Corp.), the lenders under Rollins Leasing Corp.'s 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
- ---------------------------------------------------------
We or the trustee may modify or waive any provision of the indenture
or modify the rights of the debentureholders with the consent of the following:
o the holders of a majority in aggregate principal amount of all
outstanding debentures which are affected by the modification or
waiver; and
o at least 66 2/3% in aggregate principal amount of each series of
outstanding debentures which are affected by the modification or
waiver.
However, without the consent of the holder of each outstanding
debenture of any affected series, no modification or waiver will
o extend the maturity of principal or interest;
o reduce or modify the principal, interest or any premium payable
on redemption;
<PAGE>
o permit the creation of any prior or pari passu lien on any of the
notes or other pledged property or terminate the indenture lien
on the notes or other pledged property; and
o reduce the percentage of debentureholders whose consent is
required for modification.
Defaults and Certain Rights on Default
- --------------------------------------
An event of default is defined in the indenture as being:
o default for 30 days in payment of any interest on any debenture;
o default in payment of principal or of premium, if any, on any
debenture;
o default in payment of any sinking fund installment required for
any debenture;
o default in the performance of the covenants described under "Our
Covenants Limitation on Equipment Indebtedness of Participating
Subsidiaries", "Our Covenants - 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;
o default for 60 days after written notice in performance of any
other covenant in the indenture or in the debentures;
o default with respect to other indebtedness or lease obligation of
ours or any subsidiary of ours continuing for 30 days;
o acceleration of the stated maturity of any indebtedness or lease
obligation in an aggregate principal amount of $2,000,000 or
more; or
o certain events of bankruptcy, insolvency, receivership or
reorganization relating to us or any participating subsidiary.
We will be required to file with the trustee annually a written
statement as to the fulfillment of our obligations under the indenture. In case
an event of default occurs and is 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. The 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.
Except with respect to its duties in case of default, the trustee is
not obligated to exercise any of its rights or powers under the indenture at the
request or direction of any holders of the debentures, unless those holders have
offered to the trustee reasonable security or indemnity. Subject to those
indemnification provisions and 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
<PAGE>
and place of conducting any proceeding for any remedy available to the trustee
or exercising of any of the trustee's trusts or powers.
PLAN OF DISTRIBUTION
We may sell the debentures as follows:
o to or through one or more underwriters, who will be named in the
applicable prospectus supplement;
o directly to other purchasers;
o through agents; or
o to dealers.
Only underwriters named in the prospectus supplements are deemed to be
underwriters in connection with the debentures offered thereby.
The distribution of debentures may be effected from time to time in one
or more transaction at:
o a fixed price or prices which may be changed;
o market prices prevailing at the time of sale;
o prices related to prevailing market prices; or
o negotiated prices.
Underwriters may receive compensation from us, or from purchasers of
the debentures, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of the
debentures may be underwriters as defined in the Securities Act and any
discounts or commissions they receive by us and any profit on the resale of the
debentures by them may be treated as underwriting discounts and commissions
under the Securities Act. Any underwriters, dealers or agents will be identified
and their compensation will be described in the prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain liabilities, including liabilities under the
Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
LEGAL MATTERS
Certain legal matters relating to the offered debentures will be passed
upon for us by Klaus M. Belohoubek, Esq., Vice President-General Counsel and
Secretary of the Company, and by any attorneys for the underwriters identified
in the prospectus supplement. As of the date of this prospectus, Mr. Belohoubek
owns beneficially 9,827 shares of our common stock and owns directly options to
purchase 49,000 shares of that stock.
<PAGE>
EXPERTS
The consolidated financial statements and financial statement schedules
of Rollins Truck Leasing Corp. and subsidiaries as of September 30, 1999 and
1998, and for each of the years in the three-year period ended September 30,
1999 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
-------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Registration Fee $ 77,880
Rating Agency Fees 215,000
Accounting Fees and Expenses 50,000
Trustee's Fees and Expenses 25,000
Printing and Engraving Fees 25,000
Legal Fees 100,000
Miscellaneous 10,000
----------
Total $502,880
========
.-------------
*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, judgments, 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 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
<PAGE>
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.
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
<PAGE>
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 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
<PAGE>
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.
(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.
<PAGE>
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
(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
preparing to be a witness in a Proceeding.
<PAGE>
(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.
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) Eleventh Supplemental Collateral Trust Indenture dated March 15,
1993 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, 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.
333-21835 on Form S-3 dated February 14, 1997 is incorporated herein
by reference.
4(e) Twelfth Supplemental Collateral Trust Indenture dated March 15, 1994
to the Collateral Trust Indenture dated March 21, 1983 as
supplemented and amended by a Third
<PAGE>
Supplemental Indenture thereto dated as of February 20, 1986 and by
an Eighth Supplemental Indenture dated May 15, 1990, 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. 333-21835 on From S-3 dated February 14,
1997 is incorporated herein by reference.
4(f) Thirteenth Supplemental Collateral Trust Indenture dated March 15,
1995 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, 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.
333-21835 on From S-3 dated February 14, 1997 is incorporated herein
by reference.
4(g) Fourteenth Supplemental Collateral Trust Indenture dated May 15,
1995 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, 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.
333-21835 on Form S-3 dated February 14, 1997 is incorporated herein
by reference.
4(h) Fifteenth Supplemental Collateral Trust Indenture dated March 15,
1996 to the Collateral Trust Indenture dated March 21, 1983 as
supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986 and by an Eighth Supplemental
Indenture dated May 15, 1990, between Rollins Truck Leasing Corp.
and First Trust of Illinois, National Association, as Trustee, as
filed with the Company's Registration Statement No. 333-21835 on
Form S-3 dated February 14, 1997 is incorporated herein by
reference.
4(i) Sixteenth Supplemental Collateral Trust Indenture dated August 7,
1996 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, between Rollins Truck Leasing Corp.
and First Trust of Illinois, National Association, as Trustee, as
filed with the Company's Registration Statement No. 333-21835 on
Form S-3 dated February 14, 1997 is incorporated herein by
reference.
4(j) Seventeenth Supplemental Collateral Trust Indenture dated March 10,
1997 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, between Rollins Truck Leasing Corp.
and First Union National Bank, as Trustee.
4(k) Eighteenth Supplemental Collateral Trust Indenture dated July 16,
1998 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, an Eighth Supplemental Indenture
dated May 15, 1990 and by the Seventeenth Supplemental Indenture
dated as of March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as Trustee.
<PAGE>
4(l) Nineteenth Supplemental Collateral Trust Indenture dated April 5,
1999 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, an Eighth Supplemental Indenture
dated May 15, 1990 and by the Seventeenth Supplemental Indenture
dated as of March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as Trustee.
4(m) Twentieth Supplemental Collateral Trust Indenture dated December 15,
1999 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, an Eighth Supplemental Indenture
dated May 15, 1990 and by the Seventeenth Supplemental Indenture
dated as of March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as Trustee.
5 Opinion of Klaus M. Belohoubek, Vice President-General Counsel and
Secretary of the Company.
12 Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of KPMG LLP, Independent Certified Public Accountants.
23(b) Consent of Counsel for the Company (included in Exhibit 5).
24 Power of Attorney (included on page 9 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,
<PAGE>
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 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 day 27 of January, 2000.
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. and Patrick J. Bagley, 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 pre-effective and
post-effective amendments or any other registration statement filed pursuant
to the provisions of Rule 462(b) under the Securities Act of 1933) 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/ John W. Rollins Chairman of the Board January 27, 2000
- ----------------------------- and Chief Executive
John W. Rollins Officer
/s/ Henry B. Tippie Vice Chairman of the January 27, 2000
- ----------------------------- Board and Chairman of
Henry B. Tippie the Executive Committee
/s/ John W. Rollins, Jr. President and Chief January 27, 2000
- ----------------------------- Operating Officer
John W. Rollins, Jr.
/s/ Patrick J. Bagley Vice President-Finance January 27, 2000
- ----------------------------- and Treasurer, Chief
Patrick J. Bagley Financial Officer and
Chief Accounting
Officer
/s/ Gary W. Rollins Director January 27, 2000
- -----------------------------
Gary W. Rollins
/s/ William B. Philipbar, Jr. Director January 27, 2000
- -----------------------------
William B. Philipbar, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
- ----------- --------
1. Form of Underwriting Agreement.............................. 31
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) Eleventh Supplemental Collateral Trust Indenture dated March 15,
1993 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 and by an Eighth Supplemental
Indenture dated May 15, 1990, 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.
333-21835 on Form S-3 dated February 14, 1997 is incorporated herein
by reference.
4(e) Twelfth Supplemental Collateral Trust Indenture dated March 15, 1994
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 and by an Eighth Supplemental
Indenture dated May 15, 1990, 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.
333-21835 on From S-3 dated February 14, 1997 is incorporated herein
by reference.
<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
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4(f) Thirteenth Supplemental Collateral Trust Indenture dated
March 15, 1995 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 and by an Eighth Supplemental Indenture dated May 15,
1990, 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. 333-21835 on From S-3 dated February 14, 1997 is
incorporated herein by reference.
4(g) Fourteenth Supplemental Collateral Trust Indenture dated
May 15, 1995 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 and by an Eighth Supplemental Indenture dated May 15,
1990, 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. 333-21835 on Form S-3 dated February 14, 1997 is
incorporated herein by reference.
4(h) Fifteenth Supplemental Collateral Trust Indenture dated
March 15, 1996 to the Collateral Trust Indenture dated
March 21, 1983 as supplemented and amended by a Third
Supplemental Indenture thereto dated as of February 20,
1986 and by an Eighth Supplemental Indenture dated May 15,
1990, between Rollins Truck Leasing Corp. and First Trust
of Illinois, National Association, as Trustee, as filed
with the Company's Registration Statement No. 333-21835 on
Form S-3 dated February 14, 1997 is incorporated herein by
reference.
4(i) Sixteenth Supplemental Collateral Trust Indenture dated
August 7, 1996 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 and by an Eighth Supplemental Indenture dated May 15,
1990, between Rollins Truck Leasing Corp. and First Trust
of Illinois, National Association, as Trustee, as filed
with the Company's Registration Statement No. 333-21835 on
Form S-3 dated February 14, 1997 is incorporated herein by
reference.
4(j) Seventeenth Supplemental Collateral Trust Indenture dated
March 10, 1997 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 and by an Eighth Supplemental Indenture dated May 15,
1990, between Rollins Truck Leasing Corp. and First Union
National Bank, as
Trustee..................................................... 49
<PAGE>
Exhibit No. Page No.
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4(k) Eighteenth Supplemental Collateral Trust Indenture dated
July 16, 1998 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, an Eighth Supplemental Indenture dated May 15, 1990
and by the Seventeenth Supplemental Indenture dated as of
March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as
Trustee...................................................... 66
4(l) Nineteenth Supplemental Collateral Trust Indenture dated
April 5, 1999 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, an Eighth Supplemental Indenture dated May 15, 1990
and by the Seventeenth Supplemental Indenture dated as of
March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as
Trustee...................................................... 87
4(m) Twentieth Supplemental Collateral Trust Indenture dated December 15,
1999 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, an Eighth Supplemental Indenture
dated May 15, 1990 and by the Seventeenth Supplemental Indenture
dated as of March 10, 1997, between Rollins Truck Leasing Corp. and
First Union National Bank, as
Trustee..................................................... 108
5. Opinion of Klaus M. Belohoubek, Vice President-General
Counsel and Secretary of the
Company..................................................... 137
12. Computation of Ratio of Earnings to Fixed Charges........... 138
23(a) Consent of KPMG LLP, Independent Certified Public
Accountants................................................ 139
23(b) Consent of Counsel for the Company (included in Exhibit
5)......................................................... 140
24. Power of Attorney (included on page 9 of Part II of this
Registration
Statement).................................................. 141
25. Form T-1 Statement of Eligibility Under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as a
Trustee..................................................... 142
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 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
<PAGE>
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
<PAGE>
Prospectus (or in amendments or supplements thereto) made in
reliance upon information furnished in writing to the Company by you
expressly for use therein.
(d) The certificate delivered pursuant to paragraph (e) of
Section 5 hereof and all other documents delivered by the Company or
its representatives in connection with the issuance and sale of the
Securities were on the dates on which they were delivered, or will
be on the dates on which they are to be delivered, in all material
respects true and complete.
5. Conditions of the Underwriter's Obligations. The obligations of
the Underwriter hereunder are subject to the following conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 not later than 5:00 p.m. New York
City time on the second business day after the date hereof.
(b) No order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall be in effect and no
proceedings for such purpose shall be pending before or threatened
by the Commission.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Final Prospectus, (1) there
shall not have been any material change in the capital stock or
long-term debt of the Company and its subsidiaries, (2) there shall
not have been any material adverse change in the general affairs,
management, financial position or results of operations of the
Company and its subsidiaries taken as a whole, whether or not
arising from transactions in the ordinary course of business, in
each case other than as set forth in or contemplated by the Final
Prospectus and (3) the Company and its subsidiaries shall not have
sustained any material loss or interference with their business
taken as a whole from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or
any court or legislative or other governmental action, order or
decree that is not set forth in the Final Prospectus if, in the
judgment of the Underwriter, any such development referred to in
clause (1), (2) or (3) above makes it impracticable or inadvisable
to proceed with the offering or the delivery of the Securities as
contemplated by the Registration Statement and the Final Prospectus.
(d) The representations of the Company contained herein shall
be true and correct as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed
before the Closing Date, as of the date of the filing of any
document incorporated by reference therein before the Closing Date
and on and as of the Closing Date, and the Company shall have
performed all covenants and agreements herein contained to be
performed on its part at or before the Closing Date.
(e) The Underwriter shall have received on the Closing Date a
certificate, dated the Closing Date, of the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, which shall certify that (1) no order suspending the
effectiveness of the Registration Statement or prohibiting the sale
of the Securities has been issued and no proceedings for such
purpose are pending before or, to the knowledge of such officers,
threatened by the Commission and (2) the representations of the
Company contained herein are true and correct on and as of the
Closing Date with
<PAGE>
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 and letter,
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, letter 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 and letter.
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
<PAGE>
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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 Klaus M. Belohoubek, Esq., Vice President-General Counsel and
Secretary.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
Please confirm that the foregoing correctly sets forth the agreement
between us.
Very truly yours,
ROLLINS TRUCK LEASING CORP.,
By:
--------------------------------
(Title)
Confirmed:
(Name of Representatives)
- --------------------------------
By:
-----------------------------
(Title)
Acting on behalf of itself and the several Underwriters,
if any, named in Schedule II annexed hereto.
<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: --------------------------------------
--------------------------------------
--------------------------------------
<PAGE>
SCHEDULE II
Principal
Amount
of
Securities
to be
Underwriter Purchased
- ----------- ---------
$
Total $
<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 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;
- --------
* All capitalized terms used herein shall have the meanings ascribed to
them in the Underwriting Agreement of which this Exhibit A is a part.
<PAGE>
(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.
<PAGE>
EXHIBIT B
The Company* shall furnish to the Underwriter the opinion of Klaus
M. Belohoubek, 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
Exhibit B is a part (the "Underwriting
- -----------------------
* 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.
<PAGE>
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 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
<PAGE>
(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.
EXHIBIT 4(j)
Seventeenth Supplemental Collateral Trust Indenture dated March 10, 1997
<PAGE>
EXHIBIT 4(j)
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
<PAGE>
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
SECTION 1. Series R Debentures: Terms and Provisions 6
SECTION 2. Authentication and Delivery of Series R
Debentures 7
SECTION 3. 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
SECTION 6. Requirement and Eligibility of Trustee 10
SECTION 7. Original Indenture Ratified 10
SECTION 8. Trustee Not Responsible 10
SECTION 9. Defined Terms 11
SECTION 10. Counterparts 11
SECTION 11. 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,
<PAGE>
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)
<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
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
EXHIBIT 4(k)
Eighteenth Supplemental Collateral Trust Indenture dated July 16, 1998
<PAGE>
EXHBIT 4(k)
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
EIGHTEENTH SUPPLEMENTAL INDENTURE
Dated as of July 16, 1998
to the
Collateral Trust Indenture
Dated as of March 21, 1983
6.52% COLLATERAL TRUST DEBENTURES, Series S, DUE JULY 15, 2005
<PAGE>
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series S Debentures 1
Text of Forms:
Form of Face of Series S Debentures 1
Form of Trustee's Authentication Certificate
for Series S Debentures 3
Form of Reverse of Series S 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 S Debentures: Terms and Provisions 8
SECTION 2. Authentication and Delivery of Series S Debentures 9
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series S 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 Eighteenth Supplemental
Indenture.
EIGHTEENTH SUPPLEMENTAL INDENTURE (herein called the "Eighteenth
Supplemental Indenture"), dated as of July 16, 1998, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and FIRST UNION NATIONAL BANK, 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, by an Eighth Supplemental Indenture thereto dated May 15,
1990 and by a Seventeenth Supplemental Indenture thereto dated as of March 10,
1997 (the "Original Indenture"; the Original Indenture, and as supplemented by
this Eighteenth 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 S Debentures") to be designated as
"6.52% Collateral Trust Debentures, Series S, Due July 15, 2005", to be in the
aggregate principal amount of $75,000,000;
WHEREAS, the Series S Debentures and the Trustee's certificate to be
endorsed on the Series S Debentures are to be in the following forms, with
necessary or appropriate variations, omissions and insertions as permitted or
required by the Indenture:
<PAGE>
(FORM OF FACE OF Series S DEBENTURES)
Rollins Truck Leasing Corp.
6.52% COLLATERAL TRUST DEBENTURE, Series S, DUE JULY 15, 2005
$____________________ PPN 775741 A# 8
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 July 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 6.52% per annum (and at the rate
of 8.52% 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 January or July, as the case may be, to which interest on
the Series S Debentures has been paid preceding the date hereof (unless the
date hereof is a January 15 or July 15 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid on the
Series S Debentures since the original issuance of this Debenture, in which
case from July 16, 1998), semiannually on each January 15 and July 15 until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after January 1 or July
1, as the case may be, and before the following January 15 or July 15, this
Debenture shall bear interest from such January 15 or July 15; provided,
however, that if the Corporation shall default in the payment of interest due
on such January 15 or July 15, then this Debenture shall bear interest from
the next preceding January 15 or July 15 to which interest has been paid or,
if no interest has been paid on the Series S Debentures since the original
issuance of this Debenture, from July 16, 1998. The interest so payable on any
January 15 or July 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 January 1 or
July 1, as the case may be, next preceding such January 15 or July 15. Payment
of the principal of 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 such
holder's address last appearing on the registry books for the Series S
Debentures, or in such other manner as the Corporation may agree with the
holder hereof as contemplated by Section 1(d) of the Eighteenth Supplemental
Indenture referred to on the reverse hereof.
Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall
have been executed by or on behalf of the Trustee (referred to on the reverse
hereof) or a successor trustee thereto under the Indenture.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.
DATED:
Rollins Truck Leasing Corp.
BY: ______________________________
(Title)
<PAGE>
(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 UNION NATIONAL BANK,
AS TRUSTEE
BY: ______________________________
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series S 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 Union National Bank, 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, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 and as last supplemented by the Eighteenth
Supplemental Indenture, dated as of July 16, 1998 (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 "6.52% Collateral Trust Debentures, Series S, Due July 15, 2005" of the
Corporation (herein called the "Series S 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
<PAGE>
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 S 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 S 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 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 S DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially
in the forms herein provided for Series S 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 S Debentures, when executed by the
Corporation, and authenticated and delivered by the Trustee as in this
Eighteenth Supplemental Indenture provided,
<PAGE>
the valid, binding and legal obligations of the Corporation, and to make this
Eighteenth Supplemental Indenture a valid, binding and legal instrument for
the security of the Series S Debentures, in accordance with its terms, have
been done and performed;
NOW, THEREFORE, THIS EIGHTEENTH 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 Eighteenth
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 July
16, 1998, in the aggregate principal amount of $75,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of July 16, 1998, 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 July 16, 1998,
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;
<PAGE>
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 S Debentures: Terms and Provisions. Series S
Debentures shall be designated as "6.52% Collateral Trust Debentures, Series
S, Due July 15, 2005" of the Corporation, and shall have the following terms
and provisions:
(a) Series S Debentures shall be in the form set forth in the
recitals hereto.
(b) The aggregate principal amount of Series S Debentures which may
be issued shall be $75,000,000, except Series S Debentures issued in
exchange for, in lieu of, in substitution for, or upon the registration
of transfer of, other Series S Debentures pursuant to the provisions of
Article II and Section 18.04 of the Original Indenture.
(c) Series S Debentures shall be dated July 16, 1998.
(d) Series S Debentures shall mature July 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 January 15 and July 15 in each year, commencing January
15, 1999 at the rate of 6.52% 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 8.52% 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 S Debentures providing for the making of all
payments on the account of such Series S 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 S Debentures shall be issued in denominations of $100,000
and integral multiples thereof and may be fully printed or printed on
steel engraved borders or fully or partly engraved.
(f) Series S 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 S Debentures to be applied
thereto at the maturity thereof. Any monies so held may be invested or
reinvested by the
<PAGE>
Trustee pursuant to Section 9.02 of the Original Indenture.
SECTION 2. Authentication and Delivery of Series S Debentures. On or
after the date of execution and delivery of the Eighteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series S Debentures shall be executed by the Corporation
and delivered to the Trustee, and the Trustee shall, upon request,
authenticate and deliver such Series S 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 S Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series S Debentures to the same extent as
if the words "Series S 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, by
the Eighth Supplemental Indenture, dated as of May 15, 1990, and by the
Seventeenth Supplemental Indenture, dated as of March 10, 1997, and as
supplemented by this Eighteenth Supplemental Indenture is in all respects
ratified and confirmed and the Eighteenth 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
Eighteenth 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 Eighteenth Supplemental Indenture upon the terms and
conditions hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Eighteenth
Supplemental Indenture which are defined in the Original Indenture shall have
the meanings assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Eighteenth 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 Eighteenth 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
Eighteenth 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 Eighteenth 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 Eighteenth 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 July 16, 1998.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:______________________________
Vice President-Finance
Title:
<PAGE>
Attest:
- ------------------------------
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
(CORPORATE SEAL) BY:____________________________
Title:
Attest:
- ------------------------------
EXHIBIT A
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of July 16, 1998
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of July 16,
1998 between Rollins Truck Leasing Corp., a corporation organized under the
laws of the State of Delaware (herein called the "Corporation"), and Rollins
Leasing Corp., a corporation organized under the laws of the State of Delaware
(herein called the "Borrower").
WHEREAS, the Borrower desires to borrow from the Corporation, and
the Corporation is willing to lend to the Borrower, a sum not exceeding
$75,000,000, all upon the terms, provisions and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Corporation do hereby agree as follows:
SECTION 1. Certain Definitions. The Corporation proposes to issue
its 6.52% Collateral Trust Debentures, Series S, due July 15, 2005 (herein
called the "Series S Debentures"), in an aggregate principal amount not
exceeding $75,000,000, pursuant to a Collateral Trust Indenture dated as of
March 21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 between the Corporation and First Union
National Bank, as Trustee (the "Original Indenture"; the Original Indenture,
as supplemented by the Eighteenth Supplemental Indenture dated as of July 16,
1998, being herein called the "Indenture"). A copy of the Indenture has been
delivered to the Borrower, receipt of which is hereby acknowledged.
The term "Note" shall mean the 6.52% Demand Promissory Note issued
by the Borrower pursuant to this Agreement, substantially in the form attached
hereto as Annex 1.
In addition to the foregoing, the following terms shall in each case
have the same meaning in this Agreement as they have in the Indenture as
amended: "Debentures", "Equipment Indebtedness", "Note", "Outstanding",
"Participating Subsidiary", "Permitted Indebtedness", "Person", "Pledged
Property", "Series S Debentures", "Trustee" and "Vehicle".
SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from
the Borrower the Note in the principal amount of $75,000,000 at a price of
100% of such principal amount.
The sale of the Note will take place immediately after the execution
and delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly executed
and dated July 16, 1998, 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 S Debentures referred to in Section 1,
and
(b) by the Corporation to the Borrower of a certified or official
bank check or checks in clearing house funds (or in such other form as
shall be acceptable to the Borrower) in an amount equal to $75,000,000;
provided, however, that the obligation of the Corporation to purchase the
Note shall be subject to the condition that, concurrently with the
closing in respect of such purchase, the Corporation shall have issued
and sold, and shall have received payment for, Series S Debentures in an
aggregate principal amount equal to the sum of the principal amount of
the Note.
SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the
<PAGE>
benefits to be derived by the Borrower as a result of the sale of the Note,
the Borrower hereby agrees and consents to the pledge and assignment by the
Corporation of the Note and this Agreement to the Trustee under and pursuant
to the Indenture as security for the Debentures Outstanding and to be
Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:
(a) Payment of Principal and Interest. The Borrower will duly and
punctually pay, or cause to be paid, the principal of and interest on,
the Note according to its terms and the terms of this Agreement.
(b) Maintenance of Corporate Existence. Subject to the provisions of
subsection (e) of this Section 4, the Borrower will maintain and preserve
its corporate existence and right to carry on business.
(c) Borrower a Participating Subsidiary; Validity of Note. The
Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Section 4 of the Eighth
Supplemental Indenture dated as of May 15, 1990, and that the Note, when
delivered to the Corporation will be, and when pledged and assigned to
the Trustee as security under the Indenture, will continue to be, a legal
and valid outstanding obligation of the Borrower.
(d) Further Assurance. The Borrower will execute and deliver, or
cause to be executed and delivered, all such additional instruments and
do, or cause to be done, all such additional acts as (i) may be necessary
or proper to carry out the purposes of this Agreement and to subject the
Note to the lien of the Indenture, (ii) may be necessary or proper to
effect the transfer, pledge and assignment of the Note and this Agreement
to the Trustee or to any successor trustee and to confirm the lien of the
Indenture on the Note, (iii) may be necessary or proper in connection
with the granting of the security interest under subsection (f) of this
Section 4 or (iv) the Trustee or the Corporation may reasonably request
for any of the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer or
otherwise dispose of the beneficial interest in all or substantially all
its property or assets, or be a party to any consolidation, merger or
amalgamation; provided, however, that the Borrower may take any such
action or be such a party if:
(i) the surviving corporation (if other than the Borrower), or
the person to whom all, or substantially all, the property and
assets of the Borrower shall have been transferred, sold or
otherwise disposed of, shall execute and deliver to the Corporation
and to the Trustee an agreement of assumption in which such
surviving corporation or person shall expressly assume the due and
punctual payment of the principal of and interest on, the Note,
according to its tenor and effect, and the due and punctual
performance and observance of all the covenants and conditions of
the Note and this Agreement which are to be performed or observed by
the Borrower, with the same effect as if such surviving corporation
or person had been named herein as a party hereto in lieu of the
Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no default
shall have occurred and be continuing under this Agreement; and
(iii) all the voting stock of the surviving corporation
<PAGE>
shall be owned directly or indirectly by the Corporation. (f)
Creation of Security Interest. The Borrower will not create or
permit to exist any claim, lien, security interest or other
encumbrance on any of its Vehicles, or on its interest as lessor in
any lease agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances for taxes
which are not delinquent or which are being contested in good faith
or of mechanics or materialmen arising in the ordinary course of
business in respect of obligations which are not overdue or which
are being contested in good faith; unless (x) such claim, lien,
security interest or other encumbrance is for the benefit of a
holder or holders of Equipment Indebtedness and (y) prior to or
simultaneously with the inception of any such claim, lien, security
interest or other encumbrance, the Borrower shall have executed and
delivered to a Security Trustee (as hereinafter defined), a security
agreement or security agreements and such other documents as the
Security Trustee may reasonably request, each in form and substance
satisfactory to the Trustee, granting to the Security Trustee the
right to perfect a security interest in such Vehicles of the
Borrower, such security interest, when perfected, to be for the
equal and ratable benefit of the Trustee, as holder of the Notes,
and such other holder or holders of Equipment Indebtedness. Such
security agreement or security agreements may provide, at the option
of the Borrower, that the security interest granted to the Security
Trustee shall terminate upon the termination of all other claims,
liens, security interests and other encumbrances for the benefit of
such other holder or holders of Equipment Indebtedness. The Security
Trustee shall be such Person as may be selected by the Borrower or
any such holder of Equipment Indebtedness and who shall be entitled
to act without qualification or who shall qualify to act as such
under the Trust Indenture Act of 1939.
SECTION 5. Payments of Principal and Interest. So long as the Note
shall be pledged with the Trustee under the Indenture, any payment of
principal or interest on the Note, or any payments to be made pursuant to
Section 6(a), shall be paid to the Trustee in Chicago Clearing House funds at
least one business day prior to the dates on which the Corporation would be
required to make related payments under the Indenture with respect to the
relevant Debentures. The Trustee shall apply such payments in accordance with
the provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayments Pursuant to Section 7.14 of the Original Indenture.
So long as the Note shall be pledged with the Trustee under the Indenture,
the Borrower shall pay, or cause to be paid, to the Trustee, as
prepayments on the Note, amounts which may be required to be paid by the
Borrower pursuant to Section 7.14 of the Original Indenture. Any such
amounts shall be paid as provided in Section 5 of this Agreement and shall
be applied as payment or prepayment on the Note in accordance with
subsection (c) of this Section 6.
(b) Notice of Certain Prepayments. If the Corporation is required to
make payments pursuant to Section 7.14 of the Original Indenture, the
Corporation shall give notice thereof to the Borrower, which notice shall
state the circumstances under which such payments are to be made. Such
notice shall be given not later than the first date on which the
Corporation is required to give notice to the Trustee or to take any other
action with respect to such payments. Failure to give any such
<PAGE>
notice to the Borrower or any defect therein shall not, however, affect
the obligation of the Borrower to make the payments required under
subsection (a) of this Section 6.
(c) Prepayments on Principal Amount of Note. All payments made by
the Borrower, or for the account of the Borrower, pursuant to this
Section 6 shall be applied or credited as prepayments on the principal
amount of the Note on the date such payments are received by the Trustee;
provided, however, that to the extent a portion of such payments or
moneys shall be applied or applicable by the Trustee, directly or
indirectly, towards the payment of any interest or premium in respect of
Debentures, such portion shall not be applied or credited as prepayments
on the principal amount of the Note. It is the intention of this Section
6 that the principal amount of the Note shall be appropriately adjusted
at appropriate times in order that the obligations to pay principal,
premium, if any, and interest contained in all the Notes of all
Participating Subsidiaries shall be sufficient, after giving effect to
any moneys then held by the Trustee under Section 9.01 of the Original
Indenture, in the aggregate, to pay all principal, premium, if any, and
interest on all Debentures then Outstanding as the same become due and
payable.
(d) Corporation To Make Certain Payments. When and if the Borrower
shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other action
with respect to the Debentures as shall be required to be made or taken
by the Corporation in accordance with and pursuant to this Agreement and
the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note
shall be pledged with the Trustee under the Indenture, payments of principal
thereof and interest thereon, shall be made without need for any presentment
of the Note, but payments of principal shall be noted thereon by the Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note
shall be pledged with the Trustee under the Indenture (a) this Agreement may
be modified, altered, supplemented or amended upon the execution and delivery
of a written amendment by the parties hereto pursuant to Article XVIII of the
Original Indenture, (b) any covenant or other condition of this Agreement may
be waived as and to the extent permitted in Section 11.02 of the Original
Indenture and (c) any default under this Agreement and its consequences may be
waived as and to the extent permitted in said Section 11.02 of the Original
Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of
the loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that
the written agreement of the Trustee to indemnify the Borrower shall
constitute such indemnity) and, in the case of any such mutilation, upon
surrender and cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental thereto,
the Borrower shall make and deliver a new Note of like tenor, in lieu of such
lost, stolen or destroyed Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or
an assignee of, this Agreement, shall be entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, whether for
the specific performance of any covenant or agreement contained herein or in
the Note or in aid of the exercise of any power granted herein or in the Note,
or may proceed to enforce the payment of the Note after demand, or to enforce
any other legal or equitable right as the holder of the Note, or may proceed
to take any action authorized or permitted under the terms of the Indenture
with respect to the Note or under any applicable law.
<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 such
right, remedy or power or shall be construed to be a waiver of any such
default or of any right of the Corporation or such holder or acquiescence
therein. Every right, remedy and power given hereunder to the Corporation or
to the holder of the Note may be exercised from time to time and as often as
may be deemed expedient by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants, warranties
and agreements contained in this Agreement by or on behalf of the Corporation,
the Borrower or the holder of the Note shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.
SECTION 13. Notices. All notices, presentments and demands to or
upon the Borrower in respect of the Note or this Agreement may be delivered or
mailed to the Borrower at One Rollins Plaza, P.O. Box 1791, Wilmington,
Delaware 19899, or at such other address as the Borrower may specify from time
to time in writing to the Corporation and the Trustee.
All notices to or demands upon the Corporation in respect of the
Note or this Agreement shall be delivered or mailed to the Corporation at One
Rollins Plaza, P.O. Box 1791, Wilmington, Delaware 19899, or at such other
address as the Corporation may specify from time to time in writing to the
Borrower and the Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If
the date of any payment or the giving of any notice under the Note or this
Agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to be given or (b) a day on which
banking institutions at the place where payment is to be made or notice is to
be given are authorized by law to remain closed, then such payment or notice
shall be made not later than the next preceding business day which shall not
be a day specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or more of
the provisions contained in this Agreement or in the Note should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, and all such counterparts shall together constitute but one and
the same instrument.
SECTION 17. Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
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.
<PAGE>
BY:____________________________
Patrick J. Bagley
Title:
(CORPORATE SEAL)
Attest:
- ------------------------------
Secretary
Rollins Leasing Corp.
BY:___________________________
President
(CORPORATE SEAL) Title:
Attest:
- ------------------------------
Secretary
<PAGE>
ANNEX 1
6.52% DEMAND PROMISSORY NOTE
$75,000,000
Date: July 16, 1998
Rollins Leasing Corp., a corporation organized under the laws of
Delaware, for value received, HEREBY PROMISES TO PAY to Rollins Truck Leasing
Corp., a Delaware corporation, or order, upon demand, the principal sum of
Seventy Five Million Dollars ($75,000,000), either in one sum or in several
sums upon demand made from time to time (the receipt of any such sum to be
noted hereon), in every case in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, at the corporate trust office of First Union
National Bank, 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 July 16, 1998, until the said principal sum shall have been
paid, such interest to be paid semiannually at the rate of 6.52% per annum on
the 15th day of January and July in each year commencing on the 15th day of
January, 1999 (calculated on the basis of a 360-day year of twelve 30-day
months). If any or all installments of said principal sum shall not be paid
when demanded, such overdue principal and, to the extent that payment of
interest on overdue interest is enforceable under applicable law, any overdue
installment of interest on this Demand Promissory Note, shall bear interest at
the rate of 8.52% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note referred
to in the Loan Agreement dated as of July 16, 1998, between Rollins Truck
Leasing Corp. and the maker hereof, and may be prepaid only as provided in
said Loan Agreement.
Rollins Leasing Corp.
BY:______________________________
Title:
<PAGE>
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 thereto dated as of May 15, 1990 and
by a Seventeenth Supplemental Indenture thereto dated as of March 10, 1997 and
as supplemented by a Eighteenth Supplemental Indenture dated as of July 16,
1998, 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 July 16, 1998
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of July 16, 1998, among
Rollins Truck Leasing Corp., a corporation organized under the laws of the
State of Delaware (herein called the "Corporation"), First Union National
Bank, 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, by an Eighth Supplemental Indenture thereto dated as of
May 15, 1990 and by a Seventeenth Supplemental Indenture thereto dated as of
March 10, 1997 and as supplemented by the Eighteenth Supplemental Indenture
dated as of July 16, 1998, 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 July 16, 1998, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $75,000,000, which is evidenced by a 6.52% Demand
Promissory Note from the Borrower to the Corporation in the principal amount
of $75,000,000 (herein called the "Note"); and
WHEREAS, in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, as and to the extent provided in the
Indenture, and the performance and observance by the Corporation of all the
covenants and conditions in the Indenture and the Debentures contained on its
part to be observed and performed, the Corporation has endorsed, assigned and
delivered to the Trustee the Note and is required to assign to the Trustee the
Loan Agreement;
NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:
1. The Corporation hereby assigns to the Trustee all the right,
title and interest of the Corporation in, to and under the Loan Agreement
in order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and outstanding under
the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to
be observed and performed.
2. The Trustee will hold the Loan Agreement and the Note and the
right, title and interest of the Corporation therein in accordance with,
and subject to, the terms of the Indenture.
3. The Borrower acknowledges notice of, and consents to, the
assignment of the Loan Agreement and the Note and of the right, title and
interest of the Corporation therein, all as provided in, and subject to
the terms of, the Indenture and this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf by its President or one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Assignment to be attested by its Secretary or
one of its Assistant Secretaries or Assistant Vice Presidents, all as of the
day and year first above written.
Rollins Truck Leasing Corp.
BY:____________________________
Patrick J. Bagley
Title:
(CORPORATE SEAL)
Attest:______________________________
Secretary
FIRST UNION NATIONAL BANK,
NATIONAL ASSOCIATION,
as Trustee
BY:___________________________
Title:
(CORPORATE SEAL)
Attest:______________________________
Title
<PAGE>
Rollins Leasing Corp.
BY:___________________________
Title:
(CORPORATE SEAL)
Attest:__________________________
Title
EXHIBIT 4(l)
Nineteenth Supplemental Collateral Trust Indenture dated April 5, 1999
<PAGE>
EXHIBIT 4(l)
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
NINETEENTH SUPPLEMENTAL INDENTURE
Dated as of April 5, 1999
to the
Collateral Trust Indenture
Dated as of March 21, 1983
6.75% COLLATERAL TRUST DEBENTURES, Series T, DUE APRIL 5, 2006
<PAGE>
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series T Debentures 1
Text of Forms:
Form of Face of Series T Debentures 1
Form of Trustee's Authentication Certificate
for Series T Debentures 3
Form of Reverse of Series T 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 T Debentures: Terms and Provisions 8
SECTION 2. Authentication and Delivery of Series T Debentures 9
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series T 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 Nineteenth Supplemental Indenture.
NINETEENTH SUPPLEMENTAL 0INDENTURE (herein called the "Nineteenth
Supplemental Indenture"), dated as of April 5, 1999, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and FIRST UNION NATIONAL BANK, 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, by an Eighth Supplemental Indenture thereto dated May 15,
1990 and by a Seventeenth Supplemental Indenture thereto dated as of March 10,
1997 (the "Original Indenture"; the Original Indenture, and as supplemented by
this Nineteenth 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;
<PAGE>
WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series T Debentures") to be designated as
"6.52% Collateral Trust Debentures, Series T, Due April 5, 2006", to be in the
aggregate principal amount of $100,000,000;
WHEREAS, the Series T Debentures and the Trustee's certificate to be
endorsed on the Series T 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 T DEBENTURES)
Rollins Truck Leasing Corp.
6.75% COLLATERAL TRUST DEBENTURE, Series T, DUE APRIL 5, 2006
$____________________ PPN 775741 AJ 0
No._____________________
Rollins Truck Lesing 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 5, 2006, 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
6.75% 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 fifth day of April or October, as the case may be,
to which interest on the Series T Debentures has been paid preceding the date
hereof (unless the date hereof is an April 5 or October 5 to which interest
has been paid, in which case from the date hereof, or unless no interest has
been paid on the Series T Debentures since the original issuance of this
Debenture, in which case from April 5, 1999), semiannually on each April 5 and
October 5 until payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if the date hereof is after March 20 or
September 20 as the case may be, and before the following April 5 or October
5, this Debenture shall bear interest from such April 5 or October 5;
provided, however, that if the Corporation shall default in the payment of
interest due on such April 5 or October 5, then this Debenture shall bear
interest from the next preceding April 5 or October 5 to which interest has
been paid or, if no interest has been paid on the Series T Debentures since
the original issuance of this Debenture, from April 5, 1999. The interest so
payable on any April 5 or October 5 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 20 or September 20, as the case may be, next preceding such April 5 or
October 5. Payment of the principal of 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 such holder's address last appearing on the registry books for the
Series T Debentures, or in such other manner as the Corporation may agree with
the holder hereof as contemplated by Section 1(d) of the Nineteenth
Supplemental Indenture referred to on the reverse hereof.
Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall
have been executed by or on behalf of the Trustee (referred to on the reverse
hereof) or a successor trustee thereto under the Indenture.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.
DATED:
------------------------- Rollins Truck Leasing Corp.
<PAGE>
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 UNION NATIONAL BANK,
AS TRUSTEE
BY: ______________________________
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series T 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 Union National Bank, 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, by an Eighth Supplemental Indenture,
dated as of May 15, 1990, by a Seventeenth Supplemental Indenture, dated as of
March 10, 1997, and as last supplemented by the Nineteenth Supplemental
Indenture, dated as of April 5, 1999 (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 "6.75%
Collateral Trust Debentures, Series T, due April 5, 2006" of the Corporation
(herein called the "Series T Debentures"), duly authorized and lawfully issued
in an aggregate principal amount of $100,000,000 under and secured by the
Indenture.
<PAGE>
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 T 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 T 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 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 T DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series T 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 T Debentures, when executed by the
<PAGE>
Corporation, and authenticated and delivered by the Trustee as in this
Nineteenth Supplemental Indenture provided, the valid, binding and legal
obligations of the Corporation, and to make this Nineteenth Supplemental
Indenture a valid, binding and legal instrument for the security of the Series
T Debentures, in accordance with its terms, have been done and performed;
NOW,THEREFORE, THIS NINETEENTH 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 Nineteenth
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 April 5,
1999, 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 April 5, 1999, 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 April 5, 1999, 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
<PAGE>
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 T Debentures: Terms and Provisions. Series T Debentures
shall be designated as "6.75% Collateral Trust Debentures, Series T, Due April
5, 2006" of the Corporation, and shall have the following terms and
provisions:
(a) Series T Debentures shall be in the form set forth in the recitals
hereto.
(b) The aggregate principal amount of Series T Debentures which may be
issued shall be $100,000,000, except Series T Debentures issued in
exchange for, in lieu of, in substitution for, or upon the registration
of transfer of, other Series T Debentures pursuant to the provisions of
Article II and Section 18.04 of the Original Indenture.
(c) Series T Debentures shall be dated April 5, 1999.
(d) Series T Debentures shall mature April 5, 2006 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 5 and October 5 in each year, commencing October 5,
1999 at the rate of 6.75% 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 6.75% 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 T Debentures providing for the making of all
payments on the account of such Series T 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 T 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 T 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 T 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 T Debentures. On or
after the date of execution and delivery of the Nineteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series T Debentures shall be executed by the Corporation
and delivered to the Trustee, and the Trustee shall, upon request,
authenticate and deliver such Series T Debentures upon the
<PAGE>
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 T Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series T Debentures to the same extent as
if the words "Series T 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, by the
Eighth Supplemental Indenture, dated as of May 15, 1990, and by the
Seventeenth Supplemental Indenture, dated as of March 10, 1997, and as
supplemented by this Nineteenth Supplemental Indenture is in all respects
ratified and confirmed and the Nineteenth 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 Nineteenth
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 Nineteenth Supplemental Indenture upon the terms and conditions hereof and
of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Nineteenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Nineteenth 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 Nineteenth 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
Nineteenth 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 Nineteenth 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 Nineteenth 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 April 5, 1999.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:______________________________
Vice President-Finance
Title:
Attest:
- ------------------------------
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
(CORPORATE SEAL) BY:____________________________
Title:
Attest:
- ------------------------------
<PAGE>
EXHIBIT A
---------------
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of July 16, 1998
-----------------
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of July 16, 1998
between Rollins Truck Leasing Corp., a corporation organized under the laws of
the State of Delaware (herein called the "Corporation"), and Rollins Leasing
Corp., a corporation organized under the laws of the State of Delaware (herein
called the "Borrower").
WHEREAS, the Borrower desires to borrow from the Corporation, and the
Corporation is willing to lend to the Borrower, a sum not exceeding
$75,000,000, all upon the terms, provisions and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Corporation do hereby agree as follows:
SECTION 1. Certain Definitions. The Corporation proposes to issue its
6.52% Collateral Trust Debentures, Series T, due July 15, 2005 (herein called
the "Series T Debentures"), in an aggregate principal amount not exceeding
$75,000,000, pursuant to a Collateral Trust Indenture dated as of March 21,
1983, as supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986, by an Eighth Supplemental Indenture thereto
dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture thereto
dated as of March 10, 1997 between the Corporation and First Union National
Bank, as Trustee (the "Original Indenture"; the Original Indenture, as
supplemented by the Nineteenth Supplemental Indenture dated as of July 16,
1998, being herein called the "Indenture"). A copy of the Indenture has been
delivered to the Borrower, receipt of which is hereby acknowledged.
The term "Note" shall mean the 6.52% Demand Promissory Note issued by the
Borrower pursuant to this Agreement, substantially in the form attached hereto
as Annex 1.
In addition to the foregoing, the following terms shall in each case have
the same meaning in this Agreement as they have in the Indenture as amended:
"Debentures", "Equipment Indebtedness", "Note", "Outstanding", "Participating
Subsidiary", "Permitted Indebtedness", "Person", "Pledged Property", "Series T
Debentures", "Trustee" and "Vehicle".
SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from
the Borrower the Note in the principal amount of $75,000,000 at a price of
100% of such principal amount.
The sale of the Note will take place immediately after the execution and
delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly executed
and dated July 16, 1998, 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 T Debentures referred to in Section 1,
and
(b) by the Corporation to the Borrower of a certified or official
bank check or checks in clearing house funds (or in such other form as
shall be acceptable to the Borrower) in an amount equal to $75,000,000;
provided, however, that the obligation of the Corporation to purchase the
Note shall be subject to the condition that, concurrently with the
closing in respect of such purchase, the Corporation shall have issued
and sold, and shall have received payment for, Series T Debentures in an
aggregate principal amount equal to the sum of the principal amount of
the Note.
SECTION 3. Pledge and Assignment of Note and Agreement. In consideration
of the purchase of the Note by the Corporation and the benefits to be derived
by the Borrower as a result of the sale of the Note, the Borrower hereby
agrees and consents to the pledge and assignment by the Corporation of the
Note and this Agreement to the Trustee under and pursuant to the Indenture as
security for the Debentures Outstanding and to be Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:
<PAGE>
(a) Payment of Principal and Interest. The Borrower will duly and
punctually pay, or cause to be paid, the principal of and interest on,
the Note according to its terms and the terms of this Agreement.
(b) Maintenance of Corporate Existence. Subject to the provisions of
subsection (e) of this Section 4, the Borrower will maintain and preserve
its corporate existence and right to carry on business.
(c) Borrower a Participating Subsidiary; Validity of Note. The
Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Section 4 of the Eighth
Supplemental Indenture dated as of May 15, 1990, and that the Note, when
delivered to the Corporation will be, and when pledged and assigned to
the Trustee as security under the Indenture, will continue to be, a legal
and valid outstanding obligation of the Borrower.
(d) Further Assurance. The Borrower will execute and deliver, or
cause to be executed and delivered, all such additional instruments and
do, or cause to be done, all such additional acts as (i) may be necessary
or proper to carry out the purposes of this Agreement and to subject the
Note to the lien of the Indenture, (ii) may be necessary or proper to
effect the transfer, pledge and assignment of the Note and this Agreement
to the Trustee or to any successor trustee and to confirm the lien of the
Indenture on the Note, (iii) may be necessary or proper in connection
with the granting of the security interest under subsection (f) of this
Section 4 or (iv) the Trustee or the Corporation may reasonably request
for any of the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer or
otherwise dispose of the beneficial interest in all or substantially all
its property or assets, or be a party to any consolidation, merger or
amalgamation; provided, however, that the Borrower may take any such
action or be such a party if:
(i) the surviving corporation (if other than the Borrower), or
the person to whom all, or substantially all, the property and
assets of the Borrower shall have been transferred, sold or
otherwise disposed of, shall execute and deliver to the Corporation
and to the Trustee an agreement of assumption in which such
surviving corporation or person shall expressly assume the due and
punctual payment of the principal of and interest on, the Note,
according to its tenor and effect, and the due and punctual
performance and observance of all the covenants and conditions of
the Note and this Agreement which are to be performed or observed by
the Borrower, with the same effect as if such surviving corporation
or person had been named herein as a party hereto in lieu of the
Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no default
shall have occurred and be continuing under this Agreement; and
(iii) all the voting stock of the surviving corporation shall
be owned directly or indirectly by the Corporation.
(f) Creation of Security Interest. The Borrower will not create or
permit to exist any claim, lien, security interest or other encumbrance
on any of its Vehicles, or on its interest as lessor in any lease
agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances for taxes
which are not delinquent or which are being contested in good faith
or of mechanics or materialmen arising in the ordinary course of
business in respect of obligations which are not overdue or which
are being contested in good faith; unless (x) such claim, lien,
security interest or other encumbrance is for the benefit of a
holder or holders of Equipment Indebtedness and (y) prior to or
simultaneously with the inception of any such claim, lien, security
interest or other encumbrance, the Borrower shall have executed and
delivered to a Security Trustee (as hereinafter defined), a security
agreement or security agreements and such other documents as the
Security Trustee may reasonably request, each in form and substance
satisfactory to the Trustee, granting to the Security Trustee the
right to perfect a security interest in such Vehicles of the
Borrower, such security interest, when perfected, to be
<PAGE>
for the equal and ratable benefit of the Trustee, as holder of the
Notes, and such other holder or holders of Equipment Indebtedness.
Such security agreement or security agreements may provide, at the
option of the Borrower, that the security interest granted to the
Security Trustee shall terminate upon the termination of all other
claims, liens, security interests and other encumbrances for the
benefit of such other holder or holders of Equipment Indebtedness.
The Security Trustee shall be such Person as may be selected by the
Borrower or any such holder of Equipment Indebtedness and who shall
be entitled to act without qualification or who shall qualify to act
as such under the Trust Indenture Act of 1939.
SECTION 5. Payments of Principal and Interest. So long as the Note shall
be pledged with the Trustee under the Indenture, any payment of principal or
interest on the Note, or any payments to be made pursuant to Section 6(a),
shall be paid to the Trustee in Chicago Clearing House funds at least one
business day prior to the dates on which the Corporation would be required to
make related payments under the Indenture with respect to the relevant
Debentures. The Trustee shall apply such payments in accordance with the
provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayments Pursuant to Section 7.14 of the Original Indenture.
So long as the Note shall be pledged with the Trustee under the
Indenture, the Borrower shall pay, or cause to be paid, to the Trustee,
as prepayments on the Note, amounts which may be required to be paid by
the Borrower pursuant to Section 7.14 of the Original Indenture. Any such
amounts shall be paid as provided in Section 5 of this Agreement and
shall be applied as payment or prepayment on the Note in accordance with
subsection (c) of this Section 6.
(b) Notice of Certain Prepayments. If the Corporation is required to
make payments pursuant to Section 7.14 of the Original Indenture, the
Corporation shall give notice thereof to the Borrower, which notice shall
state the circumstances under which such payments are to be made. Such
notice shall be given not later than the first date on which the
Corporation is required to give notice to the Trustee or to take any
other action with respect to such payments. Failure to give any such
notice to the Borrower or any defect therein shall not, however, affect
the obligation of the Borrower to make the payments required under
subsection (a) of this Section 6.
(c) Prepayments on Principal Amount of Note. All payments made by
the Borrower, or for the account of the Borrower, pursuant to this
Section 6 shall be applied or credited as prepayments on the principal
amount of the Note on the date such payments are received by the Trustee;
provided, however, that to the extent a portion of such payments or
moneys shall be applied or applicable by the Trustee, directly or
indirectly, towards the payment of any interest or premium in respect of
Debentures, such portion shall not be applied or credited as prepayments
on the principal amount of the Note. It is the intention of this Section
6 that the principal amount of the Note shall be appropriately adjusted
at appropriate times in order that the obligations to pay principal,
premium, if any, and interest contained in all the Notes of all
Participating Subsidiaries shall be sufficient, after giving effect to
any moneys then held by the Trustee under Section 9.01 of the Original
Indenture, in the aggregate, to pay all principal, premium, if any, and
interest on all Debentures then Outstanding as the same become due and
payable.
(d) Corporation To Make Certain Payments. When and if the Borrower
shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other action
with respect to the Debentures as shall be required to be made or taken
by the Corporation in accordance with and pursuant to this Agreement and
the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note shall be
pledged with the Trustee under the Indenture, payments of principal thereof
and interest thereon, shall be made without need for any presentment of the
Note, but payments of principal shall be noted thereon by the Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note shall be
pledged with the Trustee under the Indenture (a) this Agreement may be
modified, altered, supplemented or amended upon the execution and delivery of
a written amendment by the parties hereto pursuant to Article XVIII of the
Original Indenture, (b) any covenant or other condition of this Agreement may
be waived as and to the extent
<PAGE>
permitted in Section 11.02 of the Original Indenture and (c) any default under
this Agreement and its consequences may be waived as and to the extent
permitted in said Section 11.02 of the Original Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of the
loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that
the written agreement of the Trustee to indemnify the Borrower shall
constitute such indemnity) and, in the case of any such mutilation, upon
surrender and cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental thereto,
the Borrower shall make and deliver a new Note of like tenor, in lieu of such
lost, stolen or destroyed Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or an
assignee of, this Agreement, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, whether for the
specific performance of any covenant or agreement contained herein or in the
Note or in aid of the exercise of any power granted herein or in the Note, or
may proceed to enforce the payment of the Note after demand, or to enforce any
other legal or equitable right as the holder of the Note, or may proceed to
take any action authorized or permitted under the terms of the Indenture with
respect to the Note or under any applicable law.
SECTION 11. Remedies Cumulative; Delay or Omission Not a Waiver. Every
remedy given hereunder to the holder of the Note shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise. No course of dealing between the Borrower
and the Corporation or the Borrower and the holder of the Note or any delay or
omission on the part of the Corporation or such holder to exercise any right,
remedy or power accruing upon any default hereunder shall impair any such
right, remedy or power or shall be construed to be a waiver of any such
default or of any right of the Corporation or such holder or acquiescence
therein. Every right, remedy and power given hereunder to the Corporation or
to the holder of the Note may be exercised from time to time and as often as
may be deemed expedient by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants, warranties and
agreements contained in this Agreement by or on behalf of the Corporation, the
Borrower or the holder of the Note shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.
SECTION 13. Notices. All notices, presentments and demands to or upon the
Borrower in respect of the Note or this Agreement may be delivered or mailed
to the Borrower at One Rollins Plaza, P.O. Box 1791, Wilmington, Delaware
19899, or at such other address as the Borrower may specify from time to time
in writing to the Corporation and the Trustee.
All notices to or demands upon the Corporation in respect of the Note or
this Agreement shall be delivered or mailed to the Corporation at One Rollins
Plaza, P.O. Box 1791, Wilmington, Delaware 19899, or at such other address as
the Corporation may specify from time to time in writing to the Borrower and
the Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If the
date of any payment or the giving of any notice under the Note or this
Agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to be given or (b) a day on which
banking institutions at the place where payment is to be made or notice is to
be given are authorized by law to remain closed, then such payment or notice
shall be made not later than the next preceding business day which shall not
be a day specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Note should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, and all such counterparts shall together
<PAGE>
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.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf by its President or one of its Vice Presidents
and its corporate seal to be hereto affixed and said seal and this Agreement
to be attested by its Secretary or one of its Assistant Secretaries, all as of
the day and year first above written.
Rollins Truck Leasing Corp.
BY:____________________________
Patrick J. Bagley
Title:
(CORPORATE SEAL)
Attest:
- ------------------------------
Secretary
Rollins Leasing Corp.
BY:___________________________
President
Title:
(CORPORATE SEAL)
Attest:
- ------------------------------
Secretary
<PAGE>
ANNEX 1
6.52% DEMAND PROMISSORY NOTE
$75,000,000
Date: July 16, 1998
Rollins Leasing Corp., a corporation organized under the laws of
Delaware, for value received, HEREBY PROMISES TO PAY to Rollins Truck Leasing
Corp., a Delaware corporation, or order, upon demand, the principal sum of
Seventy Five Million Dollars ($75,000,000), either in one sum or in several
sums upon demand made from time to time (the receipt of any such sum to be
noted hereon), in every case in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, at the corporate trust office of First Union
National Bank, 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 July 16, 1998, until the said principal sum shall have been
paid, such interest to be paid semiannually at the rate of 6.52% per annum on
the 15th day of January and July in each year commencing on the 15th day of
January, 1999 (calculated on the basis of a 360-day year of twelve 30-day
months). If any or all installments of said principal sum shall not be paid
when demanded, such overdue principal and, to the extent that payment of
interest on overdue interest is enforceable under applicable law, any overdue
installment of interest on this Demand Promissory Note, shall bear interest at
the rate of 8.52% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note referred to in
the Loan Agreement dated as of July 16, 1998, between Rollins Truck Leasing
Corp. and the maker hereof, and may be prepaid only as provided in said Loan
Agreement.
Rollins Leasing Corp.
BY:______________________________
Title:
<PAGE>
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 thereto dated as of May 15, 1990 and
by a Seventeenth Supplemental Indenture thereto dated as of March 10, 1997 and
as supplemented by a Nineteenth Supplemental Indenture dated as of July 16,
1998, 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 July 16, 1998
----------
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of July 16, 1998, among Rollins
Truck Leasing Corp., a corporation organized under the laws of the State of
Delaware (herein called the "Corporation"), First Union National Bank, 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, by an Eighth Supplemental Indenture thereto dated as of May
15, 1990 and by a Seventeenth Supplemental Indenture thereto dated as of March
10, 1997 and as supplemented by the Nineteenth Supplemental Indenture dated as
of July 16, 1998, 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 July 16, 1998, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $75,000,000, which is evidenced by a 6.52% Demand
Promissory Note from the Borrower to the Corporation in the principal amount
of $75,000,000 (herein called the "Note"); and
WHEREAS, in order to secure the payment of the principal of, and premium,
if any, and interest on, all Debentures at any time issued and outstanding
under the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to be
observed and performed, the Corporation has endorsed, assigned and delivered
to the Trustee the Note and is required to assign to the Trustee the Loan
Agreement;
NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:
1. The Corporation hereby assigns to the Trustee all the right,
title and interest of the Corporation in, to and under the Loan Agreement
in order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and outstanding under
the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to
be observed and performed.
2. The Trustee will hold the Loan Agreement and the Note and the
right, title and interest of the Corporation therein in accordance with,
and subject to, the terms of the Indenture.
3. The Borrower acknowledges notice of, and consents to, the
assignment of the Loan Agreement and the Note and of the right, title and
interest of the Corporation therein, all as provided in, and subject to
the terms of, the Indenture and this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment
to be executed on its behalf by its President or one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereto affixed and said
seal and this Assignment to be attested by its Secretary or one of its
Assistant Secretaries or Assistant Vice Presidents, all as of the day and year
first above written.
Rollins Truck Leasing Corp.
BY:____________________________
Patrick J. Bagley
<PAGE>
Title:
(CORPORATE SEAL)
Attest:__________________________
Secretary
FIRST UNION NATIONAL BANK,
NATIONAL ASSOCIATION,
as Trustee
BY:________________________
Title:
(CORPORATE SEAL)
Attest:__________________________
Title
<PAGE>
Rollins Leasing Corp.
BY:________________________
Title:
(CORPORATE SEAL)
Attest:__________________________
Title
EXHIBIT 4(m)
Twentieth Supplemental Collateral Trust Indenture dated December 15, 1999
<PAGE>
EXHIBIT 4(m)
==============================================================================
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
TWENTIETH SUPPLEMENTAL INDENTURE
Dated as of December 15, 1999
to the
Collateral Trust Indenture
Dated as of March 21, 1983
7.77% COLLATERAL TRUST DEBENTURES, Series U, DUE DECEMBER 15, 2004
==============================================================================
<PAGE>
TABLE OF CONTENTS*
Page
PARTIES.....................................................................1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures...............................................................1
Issuance of Series U Debentures..........................................1
Text of Forms:
Form of Face of Series U Debentures...................................1
Form of Trustee's Authentication Certificate for Series U Debentures 3
Form of Reverse of Series U Debentures................................3
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..............................................................7
GENERAL COVENANT............................................................7
SECTION 1. Series U Debentures: Terms and Provisions........................7
SECTION 2. Authentication and Delivery of Series U Debentures...............8
SECTION 3. Maintenance of Office or Agency; Authenticating Agent for
Series U 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................................................................10
EXECUTION..................................................................10
ACKNOWLEDGEMENTS...........................................................10
- ---------------------------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Twentieth Supplemental Indenture.
<PAGE>
TWENTIETH SUPPLEMENTAL INDENTURE (herein called the "Twentieth
Supplemental Indenture"), dated as of December 15, 1999, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and FIRST UNION NATIONAL BANK, 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, by an Eighth Supplemental Indenture thereto dated May 15,
1990 and by a Seventeenth Supplemental Indenture thereto dated as of March 10,
1997 (the "Original Indenture"; the Original Indenture, and as supplemented by
this Twentieth 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 U Debentures") to be designated as
"7.77% Collateral Trust Debentures, Series U, Due December 15, 2004", to be in
the aggregate principal amount of $85,000,000;
WHEREAS, the Series U Debentures and the Trustee's certificate to be
endorsed on the Series U 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 U DEBENTURES)
Rollins Truck Leasing Corp.
7.77% COLLATERAL TRUST DEBENTURE, Series U, DUE DECEMBER 15, 2004
$ PPN 775741 B* 1
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,
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
<PAGE>
on said principal sum at the rate of 7.77% per annum (and at the rate of 9.77%
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 U
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 U
Debentures since the original issuance of this Debenture, in which case from
December 15, 1999), semiannually on each 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 June 1 or December 1, 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 U Debentures since the original issuance of this
Debenture, from December 15, 1999. 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 June 1 or December 1, 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 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 U Debentures, or
in such other manner as the Corporation may agree with the holder hereof as
contemplated by Section 1(d) of the Twentieth 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.
<PAGE>
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.
DATED:
------------------------
Rollins Truck Leasing Corp.
BY:
--------------------------
(Title)
(SEAL)
ATTESTED:
- ------------------------------
(Title)
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY:
-------------------------------
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series U 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 Union National Bank, 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, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 and as last supplemented by the Twentieth
Supplemental Indenture, dated as of December 15, 1999 (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 "7.77% Collateral Trust Debentures, Series U, Due December 15, 2004" of
the Corporation (herein called the "Series U Debentures"), duly authorized and
<PAGE>
lawfully issued in an aggregate principal amount of $85,000,000 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 U 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 U 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
<PAGE>
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 U DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially
in the forms herein provided for Series U 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 U Debentures, when executed by the
Corporation, and authenticated and delivered by the Trustee as in this
Twentieth Supplemental Indenture provided, the valid, binding and legal
obligations of the Corporation, and to make this Twentieth Supplemental
Indenture a valid, binding and legal instrument for the security of the Series
U Debentures, in accordance with its terms, have been done and performed;
NOW, THEREFORE, THIS TWENTIETH 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 Twentieth
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
<PAGE>
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
December 15, 1999, in the aggregate principal amount of $85,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of December 15, 1999, 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 December 15, 1999,
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
<PAGE>
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 U Debentures: Terms and Provisions. Series U
Debentures shall be designated as "7.77% Collateral Trust Debentures, Series
U, Due December 15, 2004" of the Corporation, and shall have the following
terms and provisions:
(a) Series U Debentures shall be in the form set forth in the
recitals hereto.
(b) The aggregate principal amount of Series U Debentures which may
be issued shall be $85,000,000, except Series U Debentures issued in
exchange for, in lieu of, in substitution for, or upon the registration
of transfer of, other Series U Debentures pursuant to the provisions of
Article II and Section 18.04 of the Original Indenture.
(c) Series U Debentures shall be dated December 15, 1999.
(d) Series U Debentures shall mature December 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 June 15 and December 15 in each year, commencing June 15,
2000 at the rate of 7.77% 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 9.77% 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
<PAGE>
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 U Debentures providing for the making of all
payments on the account of such Series U 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 U Debentures shall be issued in denominations of $100,000
and integral multiples thereof and may be fully printed or printed on
steel engraved borders or fully or partly engraved.
(f) Series U 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 U 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 U Debentures. On or
after the date of execution and delivery of the Twentieth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series U Debentures shall be executed by the Corporation
and delivered to the Trustee, and the Trustee shall, upon request,
authenticate and deliver such Series U 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 U Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series U Debentures to the same extent as
if the words "Series U 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, by
the Eighth
<PAGE>
Supplemental Indenture, dated as of May 15, 1990, and by the Seventeenth
Supplemental Indenture, dated as of March 10, 1997, and as supplemented by
this Twentieth Supplemental Indenture is in all respects ratified and
confirmed and the Twentieth 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
Twentieth 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 Twentieth Supplemental Indenture upon the terms and
conditions hereof and of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Twentieth
Supplemental Indenture which are defined in the Original Indenture shall have
the meanings assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Twentieth 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 Twentieth Supplemental Indenture
shall be construed in accordance with and governed by the laws of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
Twentieth 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 Twentieth 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 Twentieth
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 December 15, 1999.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:
--------------------------
Vice President-Finance
Attest:
- ------------------------------
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
(CORPORATE SEAL) BY:
---------------------------
Title:
Attest:
- ------------------------------
<PAGE>
EXHIBIT A
==============================================================================
ROLLINS TRUCK LEASING CORP.
AND
ROLLINS LEASING CORP.
LOAN AGREEMENT
Dated as of December 15, 1999
==============================================================================
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of December
15, 1999 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
$85,000,000, all upon the terms, provisions and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Corporation do hereby agree as follows:
SECTION 1. Certain Definitions. The Corporation proposes to issue
its 7.77% Collateral Trust Debentures, Series U, due December 15, 2004 (herein
called the "Series U Debentures"), in an aggregate principal amount not
exceeding $85,000,000, pursuant to a Collateral Trust Indenture dated as of
March 21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 between the Corporation and First Union
National Bank, as Trustee (the "Original Indenture"; the Original Indenture,
as supplemented by the Twentieth Supplemental Indenture dated as of December
15, 1999, being herein called the "Indenture"). A copy of the Indenture has
been delivered to the Borrower, receipt of which is hereby acknowledged.
The term "Note" shall mean the 7.77% Demand Promissory Note issued
by the Borrower pursuant to this Agreement, substantially in the form attached
hereto as Annex 1.
In addition to the foregoing, the following terms shall in each case
have the same meaning in this Agreement as they have in the Indenture as
amended: "Debentures", "Equipment Indebtedness", "Note", "Outstanding",
"Participating Subsidiary", "Permitted Indebtedness", "Person", "Pledged
Property", "Series U Debentures", "Trustee" and "Vehicle".
SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from
the Borrower the Note in the principal amount of $85,000,000 at a price of
100.0287% of such principal amount.
The sale of the Note will take place immediately after the execution
and delivery of this Agreement and upon the delivery,
<PAGE>
(a) by the Borrower to the Corporation of the Note, duly executed
and dated December 15, 1999, 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 U Debentures referred to in
Section 1, and
(b) by the Corporation to the Borrower of a certified or official
bank check or checks in clearing house funds (or in such other form as
shall be acceptable to the Borrower) in an amount equal to $85,024,400;
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 U Debentures in an
aggregate principal amount equal to the sum of the principal amount of
the Note.
SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the benefits
to be derived by the Borrower as a result of the sale of the Note, the
Borrower hereby agrees and consents to the pledge and assignment by the
Corporation of the Note and this Agreement to the Trustee under and pursuant
to the Indenture as security for the Debentures Outstanding and to be
Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:
(a) Payment of Principal and Interest. The Borrower will duly and
punctually pay, or cause to be paid, the principal of and interest on,
the Note according to its terms and the terms of this Agreement.
(b) Maintenance of Corporate Existence. Subject to the provisions of
subsection (e) of this Section 4, the Borrower will maintain and preserve
its corporate existence and right to carry on business.
(c) Borrower a Participating Subsidiary; Validity of Note. The
Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Section 4 of the Eighth
Supplemental Indenture dated as of May 15, 1990, and that the Note, when
delivered to the Corporation will be, and when pledged and assigned to
the Trustee as security under the Indenture, will continue to be, a legal
and valid outstanding obligation of the Borrower.
(d) Further Assurance. The Borrower will execute and deliver, or
cause to be executed and delivered, all such additional instruments and
do, or cause to be done, all such additional acts as (i) may be necessary
or proper to carry out the purposes of this Agreement and to subject the
Note to the lien of the Indenture, (ii) may be necessary or
<PAGE>
proper to effect the transfer, pledge and assignment of the Note and this
Agreement to the Trustee or to any successor trustee and to confirm the
lien of the Indenture on the Note, (iii) may be necessary or proper in
connection with the granting of the security interest under subsection
(f) of this Section 4 or (iv) the Trustee or the Corporation may
reasonably request for any of the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer or
otherwise dispose of the beneficial interest in all or substantially all
its property or assets, or be a party to any consolidation, merger or
amalgamation; provided, however, that the Borrower may take any such
action or be such a party if:
(i) the surviving corporation (if other than the Borrower), or
the person to whom all, or substantially all, the property and
assets of the Borrower shall have been transferred, sold or
otherwise disposed of, shall execute and deliver to the Corporation
and to the Trustee an agreement of assumption in which such
surviving corporation or person shall expressly assume the due and
punctual payment of the principal of and interest on, the Note,
according to its tenor and effect, and the due and punctual
performance and observance of all the covenants and conditions of
the Note and this Agreement which are to be performed or observed by
the Borrower, with the same effect as if such surviving corporation
or person had been named herein as a party hereto in lieu of the
Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no default
shall have occurred and be continuing under this Agreement; and
(iii) all the voting stock of the surviving corporation shall
be owned directly or indirectly by the Corporation.
(f) Creation of Security Interest. The Borrower will not create or
permit to exist any claim, lien, security interest or other encumbrance
on any of its Vehicles, or on its interest as lessor in any lease
agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances for taxes
which are not delinquent or which are being contested in good faith
or of mechanics or materialmen arising in the ordinary course of
business in respect of obligations which are not overdue or which
are being contested in good faith; unless (x) such claim, lien,
security interest or other encumbrance is for the benefit of a
holder or holders of Equipment Indebtedness and (y) prior to or
simultaneously with the
<PAGE>
inception of any such claim, lien, security interest or other
encumbrance, the Borrower shall have executed and delivered to a
Security Trustee (as hereinafter defined), a security agreement or
security agreements and such other documents as the Security Trustee
may reasonably request, each in form and substance satisfactory to
the Trustee, granting to the Security Trustee the right to perfect a
security interest in such Vehicles of the Borrower, such security
interest, when perfected, to be for the equal and ratable benefit of
the Trustee, as holder of the Notes, and such other holder or
holders of Equipment Indebtedness. Such security agreement or
security agreements may provide, at the option of the Borrower, that
the security interest granted to the Security Trustee shall
terminate upon the termination of all other claims, liens, security
interests and other encumbrances for the benefit of such other
holder or holders of Equipment Indebtedness. The Security Trustee
shall be such Person as may be selected by the Borrower or any such
holder of Equipment Indebtedness and who shall be entitled to act
without qualification or who shall qualify to act as such under the
Trust Indenture Act of 1939.
SECTION 5. Payments of Principal and Interest. So long as the Note
shall be pledged with the Trustee under the Indenture, any payment of
principal or interest on the Note, or any payments to be made pursuant to
Section 6(a), shall be paid to the Trustee in Chicago Clearing House funds at
least one business day prior to the dates on which the Corporation would be
required to make related payments under the Indenture with respect to the
relevant Debentures. The Trustee shall apply such payments in accordance with
the provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayments Pursuant to Section 7.14 of the Original Indenture.
So long as the Note shall be pledged with the Trustee under the
Indenture, the Borrower shall pay, or cause to be paid, to the Trustee,
as prepayments on the Note, amounts which may be required to be paid by
the Borrower pursuant to Section 7.14 of the Original Indenture. Any such
amounts shall be paid as provided in Section 5 of this Agreement and
shall be applied as payment or prepayment on the Note in accordance with
subsection (c) of this Section 6.
(b) Notice of Certain Prepayments. If the Corporation is required to
make payments pursuant to Section 7.14 of the Original Indenture, the
Corporation shall give notice thereof to the Borrower, which notice shall
state the circumstances under which such payments are to be made. Such
notice shall be given not later than the first date on which the
Corporation is required to give notice to the Trustee or to take any
other action with respect to such payments. Failure to give any such
notice to the Borrower or any
<PAGE>
defect therein shall not, however, affect the obligation of the Borrower
to make the payments required under subsection (a) of this Section 6.
(c) Prepayments on Principal Amount of Note. All payments made by
the Borrower, or for the account of the Borrower, pursuant to this
Section 6 shall be applied or credited as prepayments on the principal
amount of the Note on the date such payments are received by the Trustee;
provided, however, that to the extent a portion of such payments or
moneys shall be applied or applicable by the Trustee, directly or
indirectly, towards the payment of any interest or premium in respect of
Debentures, such portion shall not be applied or credited as prepayments
on the principal amount of the Note. It is the intention of this Section
6 that the principal amount of the Note shall be appropriately adjusted
at appropriate times in order that the obligations to pay principal,
premium, if any, and interest contained in all the Notes of all
Participating Subsidiaries shall be sufficient, after giving effect to
any moneys then held by the Trustee under Section 9.01 of the Original
Indenture, in the aggregate, to pay all principal, premium, if any, and
interest on all Debentures then Outstanding as the same become due and
payable.
(d) Corporation To Make Certain Payments. When and if the Borrower
shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other action
with respect to the Debentures as shall be required to be made or taken
by the Corporation in accordance with and pursuant to this Agreement and
the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note
shall be pledged with the Trustee under the Indenture, payments of principal
thereof and interest thereon, shall be made without need for any presentment
of the Note, but payments of principal shall be noted thereon by the Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note
shall be pledged with the Trustee under the Indenture (a) this Agreement may
be modified, altered, supplemented or amended upon the execution and delivery
of a written amendment by the parties hereto pursuant to Article XVIII of the
Original Indenture, (b) any covenant or other condition of this Agreement may
be waived as and to the extent permitted in Section 11.02 of the Original
Indenture and (c) any default under this Agreement and its consequences may be
waived as and to the extent permitted in said Section 11.02 of the Original
Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of
the loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that
the written agreement of the Trustee to indemnify the Borrower shall
constitute such indemnity) and, in the case of any such mutilation, upon
surrender and cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental thereto,
the Borrower shall
<PAGE>
make and deliver a new Note of like tenor, in lieu of such lost, stolen or
destroyed Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or
an assignee of, this Agreement, shall be entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, whether for
the specific performance of any covenant or agreement contained herein or in
the Note or in aid of the exercise of any power granted herein or in the Note,
or may proceed to enforce the payment of the Note after demand, or to enforce
any other legal or equitable right as the holder of the Note, or may proceed
to take any action authorized or permitted under the terms of the Indenture
with respect to the Note or under any applicable law.
SECTION 11. Remedies Cumulative; Delay or Omission Not a Waiver.
Every remedy given hereunder to the holder of the Note shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise. No course of dealing between the Borrower
and the Corporation or the Borrower and the holder of the Note or any delay or
omission on the part of the Corporation or such holder to exercise any right,
remedy or power accruing upon any default hereunder shall impair any such
right, remedy or power or shall be construed to be a waiver of any such
default or of any right of the Corporation or such holder or acquiescence
therein. Every right, remedy and power given hereunder to the Corporation or
to the holder of the Note may be exercised from time to time and as often as
may be deemed expedient by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants, warranties
and agreements contained in this Agreement by or on behalf of the Corporation,
the Borrower or the holder of the Note shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.
SECTION 13. Notices. All notices, presentments and demands to or
upon the Borrower in respect of the Note or this Agreement may be delivered or
mailed to the Borrower at One Rollins Plaza, P.O. Box 1791, Wilmington,
Delaware 19899, or at such other address as the Borrower may specify from time
to time in writing to the Corporation and the Trustee.
All notices to or demands upon the Corporation in respect of the
Note or this Agreement shall be delivered or mailed to the Corporation at One
Rollins Plaza, P.O. Box 1791, Wilmington, Delaware 19899, or at such other
address as the Corporation may specify from time to time in writing to the
Borrower and the Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If
the date of any payment or the giving of any notice under the Note or this
Agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to
<PAGE>
be given or (b) a day on which banking institutions at the place where payment
is to be made or notice is to be given are authorized by law to remain closed,
then such payment or notice shall be made not later than the next preceding
business day which shall not be a day specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or more of
the provisions contained in this Agreement or in the Note should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, and all such counterparts shall together constitute but one and
the same instrument.
SECTION 17. Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its President or one of its Vice
Presidents and its corporate seal to be hereto affixed and said seal and this
Agreement to be attested by its Secretary or one of its Assistant Secretaries,
all as of the day and year first above written.
Rollins Truck Leasing Corp.
BY:
-------------------------------
Patrick J. Bagley
Title:
(CORPORATE SEAL)
Attest:
- -----------------------------
Secretary
Rollins Leasing Corp.
BY:
-------------------------------
President
(CORPORATE SEAL) Title:
Attest:
- -----------------------------
Secretary
<PAGE>
ANNEX 1
7.77% DEMAND PROMISSORY NOTE
$85,000,000
Date: December 15, 1999
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
Eighty Five Million Dollars ($85,000,000), either in one sum or in several
sums upon demand made from time to time (the receipt of any such sum to be
noted hereon), in every case in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, at the corporate trust office of First Union
National Bank, 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 December 15. 1999, until the said principal sum shall have
been paid, such interest to be paid semiannually at the rate of 7.77% per
annum on the 15th day of June and December in each year commencing on the 15th
day of June, 2000 (calculated on the basis of a 360-day year of twelve 30-day
months). If any or all installments of said principal sum shall not be paid
when demanded, such overdue principal and, to the extent that payment of
interest on overdue interest is enforceable under applicable law, any overdue
installment of interest on this Demand Promissory Note, shall bear interest at
the rate of 9.77% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note referred
to in the Loan Agreement dated as of December 15, 1999, between Rollins Truck
Leasing Corp. and the maker hereof, and may be prepaid only as provided in
said Loan Agreement.
Rollins Leasing Corp.
BY:
------------------------------
Title:
<PAGE>
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 thereto dated as of May 15, 1990 and
by a Seventeenth Supplemental Indenture thereto dated as of March 10, 1997 and
as supplemented by a Twentieth Supplemental Indenture dated as of December 15,
19999, 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 December 15, 1999
==============================================================================
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of December 15, 1999, among
Rollins Truck Leasing Corp., a corporation organized under the laws of the
State of Delaware (herein called the "Corporation"), First Union National
Bank, 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, by an Eighth Supplemental Indenture thereto dated as of
May 15, 1990 and by a Seventeenth Supplemental Indenture thereto dated as of
March 10, 1997 and as supplemented by the Twentieth Supplemental Indenture
dated as of December 15, 1999, 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 December 15, 1999, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, the proceeds of the sale of the Debentures, which
is evidenced by a 7.77% Demand Promissory Note from the Borrower to the
Corporation in the principal amount of $85,000,000 (herein called the "Note");
and
WHEREAS, in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, as and to the extent provided in the
Indenture, and the performance and observance by the Corporation of all the
covenants and conditions in the Indenture and the Debentures contained on its
part to be observed and performed, the Corporation has endorsed, assigned and
delivered to the Trustee the Note and is required to assign to the Trustee the
Loan Agreement;
NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:
1. The Corporation hereby assigns to the Trustee all the right,
title and interest of the Corporation in, to and under the Loan Agreement
in order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and outstanding under
the Indenture, as and to the extent provided in the Indenture, and the
performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to
be observed and performed.
<PAGE>
2. The Trustee will hold the Loan Agreement and the Note and the
right, title and interest of the Corporation therein in accordance with,
and subject to, the terms of the Indenture.
3. The Borrower acknowledges notice of, and consents to, the
assignment of the Loan Agreement and the Note and of the right, title and
interest of the Corporation therein, all as provided in, and subject to
the terms of, the Indenture and this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf by its President or one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Assignment to be attested by its Secretary or
one of its Assistant Secretaries or Assistant Vice Presidents, all as of the
day and year first above written.
Rollins Truck Leasing Corp.
BY:
-------------------------------
Patrick J. Bagley
Title:
(CORPORATE SEAL)
Attest
-----------------------
Secretary
FIRST UNION NATIONAL BANK,
NATIONAL ASSOCIATION,
as Trustee
BY:
-------------------------------
Title:
(CORPORATE SEAL)
Attest
-----------------------
Title
<PAGE>
Rollins Leasing Corp.
BY:
-------------------------------
Title:
(CORPORATE SEAL)
Attest
-----------------------
Title
3
EXHIBIT 5
Opinion of Klaus M. Belohoubek,
Vice President-General Counsel and Secretary
for the Company
January 24, 2000
----
Rollins Truck Leasing Corp.
P. O. Box 1791
Wilmington, Delaware 19899
Gentlemen:
In connection with the Registration of $295,000,000 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 Matters" in the Prospectus which is a part thereof.
Very truly yours,
/s/ Klaus M. Belohoubek
---------------------------------
Klaus M. Belohoubek
KMB/s
Rollins Truck Leasing Corp.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
1999 1998 1997 1996 1995
-------- ------ ------ ------ -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Fixed charges
Interest $55,692 $50,982 $48,476 $46,876 $43,893
Interest portion of Rental
expense 3,554 3,340 3,145 3,180 3,146
Amortization of debenture
commissions and debt
expense 742 604 794 605 560
Total fixed charges 59,988 54,926 52,415 50,661 47,599
Earnings before income taxes 92,731 85,103 70,211 55,927 67,092
Total $152,719 $140,029 $122,626 $106,588 $114,691
Ratio of earnings to fixed 2.55 2.55 2.34 2.10 2.41
charges
</TABLE>
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 27, 1999, except for the note "Subsequent Events," which is as of
November 12, 1999, relating to the consolidated balance sheets of Rollins
Truck Leasing Corp. and subsidiaries as of September 30, 1999 and 1998 and the
related consolidated statements of earnings, cash flows and shareholders'
equity and related schedules for each of the years in the three-year period
ended September 30, 1999, which report appears on page 13 of the 1999 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.
/s/ KPMG LLP
KPMG LLP
Wilmington, Delaware
January 27, 2000
EXHIBIT 23(b)
Consent of Counsel for the Company is
included in Exhibit 5
EXHIBIT 24
Power of Attorney is
included on page 9 of Part II of this Registration Statement
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 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.)
301 South College Street, Charlotte, North Carolina 28288-0630
(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)
-------------------
Debt Securities
(Title of Indenture Securities)
<PAGE>
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.
Furnish the following information as to each class of voting
securities of the trustee:
Col. A Col. B
Title of Class Amount Outstanding
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
- ------ ------ ------ ------
Name of Owner Title of Class Amount owned Percentage of Voting
beneficially securities represented
by amount given in 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
- ------ ------ ------ ------
Name of Owner Title of Class Amount owned Percentage of Voting
beneficially securities represented
by amount given in 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.
Col. A Col. B Col. C Col. D
- ------ ------ ------ ------
Whether the Amount owned Percent of class
securities are beneficially or represented by amount
voting or non held as collateral given in Col. C.
voting security for obligations
in default by 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
- ------ ------ ------ ------
Name of issuer Amount Amount owned Percent of Class
and title of outstanding beneficially represented by amount,
class or held as given in Col. C.
collateral security
for obligations in
default by Trustee
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
- ------ ------ ------ ------
Name of Amount Amount owned Percent of Voting
issuer and outstanding beneficially securities represented
title of or held as by amount given in
class collateral security Col. C.
for obligations
in default by
Trustee
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
- ------ ------ ------ ------
Name of Amount Amount owned Percent of class
issuer and outstanding beneficially represented by amount
title of or held as given in Col. C.
class collateral
security for
obligations in
default by Trustee
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
<PAGE>
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
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.
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
- -------------------------
*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 333-47985).
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.
<PAGE>
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 Morristown, and State of New
Jersey, on the 20th day of January, 2000
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By: /s/ Stephanie Roche
---------------------------------
Vice President
<PAGE>
Exhibit T-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust
Indenture Act of 1939, and in connection with the proposed issue of Rollins
Truck Leasing Corp., we hereby consent that reports of examinations by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Stephanie Roche
-------------------------------
Vice President
Morristown, NJ
January 20, 2000
