SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 3, 2000
Rollins Truck Leasing Corp.
(Exact name of registrant as specified in its charter)
Delaware 1-5728 51-0074022
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File number) Identification No.)
One Rollins Plaza, Wilmington, Delaware 19803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 426-2700
ITEM 5. OTHER EVENTS.
On Wednesday, May 3, 2000, Registrant sold $150,000,000 of its
8.250% Collateral Trust Debentures, Series X, due May 1, 2002, (the
"Debentures") pursuant to the terms of an Underwriting Agreement dated
April 26, 2000 and as set forth on Form S-3 with Registration Statement
No. 333-95501. Registration Statement No. 333-95501 was filed on
January 27, 2000 and became effective on January 31, 2000. A
Prospectus Supplement was filed with the Commission on April 28, 2000.
The terms and provisions of the Debentures as well as the rights of the
Debentureholders, the obligations of the Registrant and the duties of
the Trustee are set forth in the Registrant's Collateral Trust
Indenture dated as of March 21, 1983, as supplemented and amended by a
Third Supplemental Indenture thereto dated as of February 20, 1986, by
the Eighth Supplemental Indenture dated as of May 15, 1990, by the
Seventeenth Supplemental Indenture dated as of March 10, 1997 and as
last supplemented by the Twenty-third Supplemental Indenture dated as
of May 3, 2000, between the Registrant and First Union National Bank,
as Trustee.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Twenty-third Supplemental Indenture dated as of May 3,
2000 to the Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986, the Eighth Supplemental Indenture dated
as of May 15, 1990 and the Seventeenth Supplemental Indenture dated as
of March 10, 1997, between the Registrant and First Union National
Bank, as Trustee.
(iii) Underwriting Agreement dated April 26, 2000 between the
Registrant and Chase Securities Inc., covering the purchase by the
Underwriters from the Registrant of $150,000,000 of its 8.250%
Collateral Trust Debentures, Series X, due May 1, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Rollins Truck Leasing Corp.
DATE: May 3, 2000 BY: /s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
Rollins Truck Leasing Corp.
Underwriting Agreement
April 26, 2000
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 8.250%
Collateral Trust Debentures, Series X, Due 2002, 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, the Eighth
Supplemental Indenture thereto dated as of May 15, 1990 and the
Seventeenth Supplemental Indenture thereto dated as of March 10, 1997,
and as supplemented by the Twenty-third Supplemental Indenture thereto,
to be dated as of May 3, 2000 (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 as described above 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 set forth in Schedule I hereto.
2. Payment and Delivery. Delivery by the Company of the
Securities to you and payment by you therefor by bank wire transfer of
immediately available funds to the Company shall take place at the
office, on the date and at the time specified in Schedule I hereto,
which date and time may be postponed by agreement between you and the
Company or as provided in Section 10 hereof (such date and time of
delivery and payment for the Securities being herein called the
"Closing Date").
The Securities shall be registered in such names and shall be
in such denominations as you shall request at least three full business
days before the Closing Date and shall be made available to you for
checking and packaging, at such place as is designated by you, at least
one full business day before the Closing Date.
3. Registration Statement and Prospectus. The Company
represents and warrants to you that the Company meets the requirements
for the use of Form S-3 under the Securities Act of 1933 (the
"Securities Act") and the rules and regulations adopted thereunder, and
has carefully prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (the
file number of which is set forth in Schedule I hereto), which has
become effective, for the registration under the Securities Act of the
Securities. Such registration statement, as amended at the date of
this Agreement, meets the requirements set forth in Rule 415 (a)(1)(x)
under the Securities Act and complies in all other material respects
with such Rule. The Company proposes to file with the Commission
pursuant to Rule 424 under the Securities Act ("Rule 424") a supplement
to the form of prospectus included in such registration statement
relating to the Securities and the plan of distribution thereof and has
previously advised you of all further information (financial and other)
with respect to the Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended at the date of
this Agreement, is hereinafter called the "Registration Statement";
such prospectus in the form in which it appears in the Registration
Statement is hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it shall be filed
with the Commission pursuant to Rule 424 (including the Basic
Prospectus as so supplemented) is hereinafter called the "Final
Prospectus". Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 is hereinafter called the
"Interim Prospectus". Any reference herein to the Registration
Statement, the Basic Prospectus, any Interim Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of this Agreement, or the issue date of the
Basic Prospectus, any Interim Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, any Interim Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Interim Prospectus or the Final
Prospectus, as the case may be, and deemed to be incorporated therein
by reference.
The Company hereby confirms that you and the dealers have
been authorized to distribute or cause to be distributed any Interim
Prospectus and are authorized to distribute the Final Prospectus (as
from time to time amended or supplemented if the Company furnishes
amendments or supplements thereto to you).
4. Representations. The Company represents to you as
follows:
(a) The Commission has not issued an order preventing
or suspending the use of the Basic Prospectus or any Interim
Prospectus.
(b) The Basic Prospectus and any Interim Prospectus
have complied in all material respects with the requirements
of the Securities Act and of the rules and regulations
adopted thereunder and, as of their respective dates, did not
include any untrue statement of a material fact or omit to
state a material fact necessary to make the statements, in
light of the circumstances under which they were made, not
misleading.
(c) As of the date hereof, when the Final Prospectus is
first filed pursuant to Rule 424, when, before the Closing
Date, any amendment to the Registration Statement becomes
effective, when, before the Closing Date, any document
incorporated by reference in the Registration Statement is
filed with the Commission, when any supplement to the Final
Prospectus is filed with the Commission and at the Closing
Date, (1) the Registration Statement, as amended as of any
such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Securities Act, the Trust Indenture Act
of 1939 (the "Trust Indenture Act") and the Exchange Act and
the respective rules and regulations adopted thereunder and
(2) neither the Registration Statement, as amended as of any
such time, nor the Final Prospectus, as amended or
supplemented as of any such time, will contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided,
however, that the Company makes no representations as to (1)
that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification on
Form T-1 of the Trustee under the Trust Indenture Act, except
statements or omissions in such Statement made in reliance
upon information furnished in writing to the Trustee by or on
behalf of the Company for use therein or (2) statements of
omissions in the Registration Statement or the Final
Prospectus (or in amendments or supplements thereto) made in
reliance upon information furnished in writing to the Company
by you expressly for use therein.
(d) The certificate delivered pursuant to paragraph (e)
of Section 5 hereof and all other documents delivered by the
Company or its representatives in connection with the
issuance and sale of the Securities were on the dates on
which they were delivered, or will be on the dates on which
they are to be delivered, in all material respects true and
complete.
5. Conditions of the Underwriter's Obligations. The
obligations of the Underwriter hereunder are subject to the following
conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 not later than 5:00 p.m. New
York City time on the second business day after the date
hereof.
(b) No order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall
be in effect and no proceedings for such purpose shall be
pending before or threatened by the Commission.
(c) Since the respective dates as of which information
is given in the Registration Statement and the Final
Prospectus, exclusive of any amendments or supplements
thereto, (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 your judgment, 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) You shall have received on the Closing Date a
certificate, dated the Closing Date, of the Chairman of the
Board or the President and the principal financial or
accounting officer of the Company, which shall certify that
(1) no order suspending the effectiveness of the Registration
Statement or prohibiting the sale of the Securities has been
issued and no proceedings for such purpose are pending before
or, to the knowledge of such officers, threatened by the
Commission and (2) the representations of the Company
contained herein are true and correct on and as of the
Closing Date with the same effect as if made on the Closing
Date and the Company has performed all agreements herein
contained to be performed on its part at or before the
Closing Date.
(f) You shall have received on the Closing Date a
signed letter from the firm of accountants identified in
Exhibit A hereto, dated the Closing Date, substantially in
the form of such Exhibit.
(g) You shall have received on the Closing Date from
the counsel for the Company identified in Exhibit B hereto,
an opinion, dated the Closing Date, substantially identical
to the proposed form of opinion set forth in such Exhibit.
(h) Subsequent to the execution of this Agreement,
there shall not have been any decrease in the ratings of any
of the Company's debt securities by Moody's Investors
Service, Inc. or Standard & Poor's Rating Services from those
in effect at the date of this Agreement nor shall Moody's
Investors Services, Inc. or Standard & Poor's Rating Services
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, your counsel, 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 your counsel 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 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 dealers, at such office or
offices as you may designate, as many copies of any Interim
Prospectus and the Final Prospectus as you 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 you and to dealers (whose
names and addresses you will furnish to the Company) to whom
Securities may have been sold by you, 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 not contain any untrue
statement of a material fact or omit 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. Delivery by you of
any such amendments or supplements to the Final Prospectus
shall not constitute a waiver of any of the conditions set
forth in Section 5 hereof.
(f) To make generally available to the Company's
security holders, as soon as practicable but in no event
later than 60 days after the end of the 12-month period
beginning at the end of the current fiscal quarter of the
Company, an earnings statement (which need not be audited) of
the Company and its subsidiaries that satisfies the
provisions of Section 11(a) of the Securities Act.
(g) To take such action as you may request in order to
qualify the Securities for offer and sale under the
securities or "blue sky" laws of such jurisdictions as you
may reasonably request; provided, however, that in no event
shall the Company be obligated to subject itself to taxation
or to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action that would subject
it to service of process in suits, other than those arising
out of the offering or sale of the Securities, in any
jurisdiction where it is not now so subject.
(h) For so long as any of the Securities remain
outstanding, to supply to you copies of such financial
statements and other periodic and special reports as the
Company may from time to time distribute to the holders of
any class of its capital stock and to furnish to you copies
of each annual or other report the Company shall be required
to file with the Commission.
(i) To pay, or reimburse if paid by you, whether or not
the transactions contemplated hereby are consummated or this
Agreement is terminated, all costs and expenses incident to
the performance of the obligations of the Company under this
Agreement, including those relating to (1) the preparation,
printing and filing of the Registration Statement and
exhibits thereto, the Basic Prospectus, any Interim
Prospectus and the Final Prospectus, all amendments and
supplements to the Registration Statement, any Interim
Prospectus and the Final Prospectus and the printing of the
Indenture, this Agreement, and agreements with dealers
relating to the offering of the Securities, (2) the issuance
of the Securities and the preparation and delivery of
certificates for the Securities, (3) the registration or
qualification of the Securities for offer and sale under the
securities or "blue sky" laws of the various jurisdictions
referred to in paragraph (g) of this Section 6 and the
determination of the legality of the Securities for
investment, including the fees and disbursements of your
counsel in connection therewith and the preparation and
printing of "blue sky" memoranda and legal investment
memoranda, (4) the furnishing to you 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 you of copies of
all reports and information required by paragraph (h) of this
Section 6, including costs of shipping and mailing, (7) the
fees charged by rating agencies in connection with the rating
of the Securities, (8) the fees and expenses of the Trustee,
(9) all transfer taxes, if any, with respect to the sale and
delivery of the Securities by the Company and (10) the fee,
if any, for listing the Securities on any national securities
exchange.
(j) For a period ending on the later of the Closing
Date or the date on which any price restrictions on the sale
of the Securities are terminated, not to offer or sell, or
announce the offering of, any debt securities, without your
prior written consent.
7. Indemnification.
(a) The Company agrees to indemnify and hold harmless
the Underwriter and each person, if any, who controls the
Underwriter within the meaning of Section 15 of the
Securities Act against any and all losses, claims, damages
and liabilities, joint or several (including any
investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Securities
Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities arise out of or are
based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement,
the Basic Prospectus, any Interim Prospectus or the Final
Prospectus, or such amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, except insofar as any such
untrue statement or omission or alleged untrue statement or
omission was made in (1) the Registration Statement, the
Basic Prospectus, any Interim Prospectus or the Final
Prospectus, or such amendment or supplement, in reliance upon
and in conformity with information furnished in writing to
the Company by the Underwriter expressly for use therein or
(2) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification on
Form T-1 of the Trustee under the Trust Indenture Act, except
statements or omissions in such Statement made in reliance
upon information furnished in writing to the Trustee by or on
behalf of the Company for use therein; provided, however,
that such indemnity with respect to the Basic
Prospectus or any Interim Prospectus shall not inure to the
benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any such loss,
claim, damage or liability purchased Securities that are the
subject thereof if such person did not receive a copy of the
Final Prospectus (not including the documents incorporated
therein by reference) at or prior to the confirmation of the
sale of such Securities to such person in any case where such
delivery is required by the Securities Act and the untrue
statement or omission of a material fact contained in the
Basic Prospectus or any Interim Prospectus was corrected in
the Final Prospectus, unless such failure to deliver the
Final Prospectus was a result of noncompliance by the Company
with paragraph (d) of Section 6 hereof.
(b) The Underwriter agrees to indemnify and hold
harmless the Company, each person, if any, who controls the
Company within the meaning of Section 15 of the Securities
Act, each director of the Company and each officer of the
Company who signs the Registration Statement to the same
extent as the foregoing indemnity from the Company to the
Underwriter, but only insofar as such losses, claims, damages
or liabilities arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission
that was made in the Registration Statement, the Basic
Prospectus, any Interim Prospectus or the Final Prospectus,
or any amendment or supplement thereto, in reliance upon and
in conformity with information furnished in writing to the
Company by the Underwriter expressly for use therein;
provided, however, that the obligation of the Underwriter to
indemnify the Company hereunder shall be limited to the total
price at which the Securities purchased by the Underwriter
hereunder were offered to the public. The Company
acknowledges that the statements set forth in the last
paragraph of the cover page and the table and second and
fifth paragraphs following the table under the heading
"Underwriting" 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. In the event that the Underwriter is the
indemnified party, counsel selected pursuant to the preceding
sentence shall be satisfactory to the Underwriter. The
indemnified party shall have the right to employ separate
counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party
unless (1) the employment of counsel by such indemnified
party has been authorized by the indemnifying party or
parties, (2) the indemnified party shall have reasonably
concluded that there may be a conflict of interest between
the indemnifying party or parties and the indemnified party
in the conduct of the defense of such action (in which case
the indemnifying party or parties shall not have the right to
direct the defense of such action on behalf of the
indemnified party) or (3) the indemnifying party or parties
shall not in fact have employed counsel satisfactory to the
indemnified party 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 Underwriters for publication of the first newspaper
advertisement that is subsequently published with respect to
the Securities and (3) the time when the Securities are first
generally offered by the Underwriter to dealers by letter or
telegram;
(b) at or prior to the Closing Date if, in your
judgment, proceeding with the public offering or payment for
and delivery of the Securities is rendered impracticable or
inadvisable because (1) additional material governmental
restrictions, not in force and effect on the date hereof,
shall have been imposed upon trading in securities generally
or minimum or maximum prices shall have been generally
established on the New York Stock Exchange, or trading in
securities generally shall have been suspended on such
Exchange or a general banking moratorium shall have been
established by Federal or New York State authorities, (2) any
event shall have occurred or shall exist which makes untrue
or incorrect in any material respect any material statement
or information contained in the Registration Statement or the
Final Prospectus or which is not reflected in the
Registration Statement or the Final Prospectus but should be
reflected therein in order to make the statements or
information contained therein not misleading in any material
respect or (3) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States
of a national emergency or war or other calamity or crisis
that affects adversely the marketability of the Securities;
or
(c) at or prior to the Closing Date, if any of the
conditions specified in Section 5 hereof shall not have been
fulfilled when and as required by this Agreement.
If this Agreement is terminated pursuant to any of the
provisions hereof, the Company shall not be under any liability (except
as otherwise provided herein) to you and you shall not be under any
liability to the Company, except that 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.
10. Default of Underwriter. If you shall fail (other than
for a reason sufficient to justify the termination of this Agreement)
to purchase on the Closing Date the Securities agreed to be purchased
by you, you may find one or more substitute underwriters to purchase
such Securities or make such other arrangements as you may deem
advisable within 24 hours after the Closing Date.
The provisions of this Section 10 shall not in any way affect your
liability arising out of a default. A substitute underwriter hereunder
shall become an Underwriter for all purposes of this Agreement.
11. Miscellaneous. The reimbursement, indemnification and
contribution agreements contained in Sections 6(i), 7 and 8 hereof and
the representations and agreements of the Company in this Agreement
shall remain in full force and effect regardless of (a) any termination
of this Agreement except insofar as such termination renders the
performance of such agreements, other than those in Section 6(i), 7 and
8, inappropriate, (b) any investigation made by or on behalf of the
Underwriter or controlling person or by or on behalf of the Company or
any controlling person, director or officer and (c) delivery of and
payment for the Securities under this Agreement.
This Agreement has been and is made solely for the benefit of
the Underwriter and the Company, and their respective successors and
assigns, and, to the extent expressed herein, for the benefit of
persons controlling the Underwriter or the Company, directors and
officers of the Company and their respective successors and assigns,
and no other person, partnership, association or corporation shall
acquire or have any right under or by virtue of this Agreement. The
term "successors and assigns" shall not include any purchaser of
Securities from the Underwriter merely because of such purchase.
All notices and communications hereunder shall be in writing
and mailed or delivered, or by telephone or telegraph if subsequently
confirmed in writing, to you at the address specified in Schedule I
hereto, and to the Company at One Rollins Plaza, 2200 Concord Pike,
Wilmington, Delaware 19803, attention 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.
<PAGE>
Please confirm that the foregoing correctly sets forth the
agreement between us.
Very truly yours,
ROLLINS TRUCK LEASING CORP.,
By:
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
CHASE SECURITIES INC.,
By:
Name:
Title:
<PAGE>
SCHEDULE I
Underwriting Agreement dated April 26, 2000
Registration Statement No. 333-95501
Underwriter:
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Attn: Huw Richards
with a copy of any notice provided pursuant to Section 7(a) or 8 to:
Chase Securities Inc.
One Chase Manhattan Plaza
26th Floor
New York, NY 10081
Attn: Legal Department
Title, Purchase Price and Description of Securities:
Title: 8.250% Collateral Trust Debentures,
Series X, Due 2002
Principal amount: $150,000,000
Purchase price: $149,475,000 plus accrued interest from
May 3, 2000, if any
Redemption provisions: Not redeemable prior to maturity
Other provisions: Interest payable November 1 and May 1 in
each year commencing November 1, 2000
Closing Date,
Time and Location: 10:00 a.m., May 3, 2000, Cravath, Swaine &
Moore, 825 Eighth Avenue, New York, NY
10019
<PAGE>
SCHEDULE II
Principal
Amount
of
Securities
to be
Underwriter Title of Securities Purchased
Chase Securities Inc. 8.250% Collateral Trust $150,000,000
Debentures Series X, Due 2002
Total $150,000,000
<PAGE>
EXHIBIT A
At the Closing Date,* the Company's Independent Accountants
shall furnish to the Underwriter a letter or letters (which may refer
to letters previously delivered to the Underwriter), dated as of the
Closing Date, in form and substance satisfactory to the Underwriter,
confirming that they are independent accountants within the meaning of
the Securities Act and the Exchange Act and the respective applicable
published rules and regulations thereunder, that the response to Item
10 of the Registration Statement is correct insofar as it relates to
them and stating in effect that:
(a) in their opinion the audited financial statements
and financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on by
them comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder with respect to
financial statements and financial statement schedules included or
incorporated in annual reports on Form 10-K under the Exchange
Act;
(b) on the basis of a reading of the "Five Year Selected
Financial Data" included or incorporated in the Registration
Statement and the Final Prospectus and the latest unaudited
financial statements made available by the Company and its
subsidiaries; carrying out certain specified procedures (but not
an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
stockholders, directors and executive committees of the Company
and Rollins Leasing Corp.; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to transactions
and events subsequent to the date of the most recent financial
statements included or incorporated in the Registration Statement
and the Final Prospectus, nothing came to their attention which
caused them to believe that:
(1) the amounts in the unaudited "Summary
Financial Data", if any, included or incorporated in the
Final Prospectus, the amounts in the unaudited 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;
__________________________
* 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.
(2) any unaudited financial statements included
or incorporated in the Registration Statement and the Final
Prospectus do not comply as to form in all material respects
with applicable accounting requirements and with the
published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange Act; and
said unaudited financial statements are not fairly presented
(except as permitted by Form 10-Q) in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Registration
Statement and the Final Prospectus;
(3) with respect to the period subsequent to the
date of the most recent financial statements included or
incorporated in the Registration Statement and the Final
Prospectus, there were any changes, at a specified date not
more than five business days prior to the date of the letter,
in the equipment financing obligations or the long-term debt
of the Company and its subsidiaries consolidated or capital
stock of the Company or decreases in the consolidated
shareholders' equity of the Company and its subsidiaries as
compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the
Registration Statement and the Final Prospectus, or for the
period from the date of the most recent financial statements
included or incorporated in the Registration Statement and
the Final Prospectus to such specified date there were any
decreases, as compared with the corresponding period in the
preceding year, in consolidated earnings before interest
expenses, earnings from spun-off operations and taxes on
income, or in total or per share amounts of net earnings from
continuing operations, of the Company and its subsidiaries,
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by
an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the
Underwriter; and
(c) they have performed certain other specified procedures
as a result of which they determined that certain information of
an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Final Prospectus, as
amended or supplemented, and in Exhibit 12 to the Registration
Statement, including the information included or incorporated in
Items 1, 6 and 7 of the Company's Annual Report on Form 10-K
incorporated therein or in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included or
incorporated in any of the Company's Quarterly Reports on Form
10-Q incorporated therein, agrees with the accounting records of
the Company and its subsidiaries, excluding any questions of legal
interpretation.
<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,
an Eighth Supplemental Indenture thereto dated as of May 15,
1990 and a Seventeenth Supplemental Indenture thereto dated
as of March 10, 1997 (the "Original Indenture"), between the
Company and First Union National Bank, as successor Trustee,
the Twenty-third Supplemental Indenture dated as of May 3,
2000 (the "Supplemental Indenture") to the Original
Indenture, have been duly authorized, executed and delivered,
have been duly qualified under the Trust Indenture Act of
__________________________
* 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.
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 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
(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.
ROLLINS TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
TWENTY-THIRD SUPPLEMENTAL INDENTURE
Dated as of May 3, 2000
to the
Collateral Trust Indenture
Dated as of March 21, 1983
8.25% COLLATERAL TRUST DEBENTURES, Series X, DUE MAY 1, 2002
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series X Debentures 1
Text of Forms:
Form of Face of Series X Debentures 1
Form of Trustee's Authentication Certificate
for Series X Debentures 3
Form of Reverse of Series X 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 X Debentures: Terms and Provisions 8
SECTION 2. Authentication and Delivery of Series X Debentures 9
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series X 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 Twenty-third Supplemental
Indenture.
TWENTY-THIRD SUPPLEMENTAL INDENTURE (herein called the
"Twenty-third Supplemental Indenture"), dated as of May 3, 2000,
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 Twenty-third 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 X Debentures") to be
designated as "8.25% Collateral Trust Debentures, Series X, Due May
1, 2002", to be in the aggregate principal amount of $150,000,000;
WHEREAS, the Series X Debentures and the Trustee's
certificate to be endorsed on the Series X 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 X DEBENTURES)
Rollins Truck Leasing Corp.
8.25% COLLATERAL TRUST DEBENTURE, Series X, DUE May 1, 2002
$____________________ PPN ______ __ _
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 May
1, 2002, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of 8.25%
per annum (and at the same rate per annum on any overdue principal
and, to the extent legally enforceable, overdue installment of
interest) in like coin or currency from the first day of May or
November, as the case may be, to which interest on the Series X
Debentures has been paid preceding the date hereof (unless the date
hereof is a May 1 or November 1 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid
on the Series X Debentures since the original issuance of this
Debenture, in which case from May 3, 2000), semiannually on each May
1 and November 1 until payment of said principal sum has been made or
duly provided for. Notwithstanding the foregoing, if the date hereof
is after April 15 or October 15 as the case may be, and before the
following May 1 or November 1, this Debenture shall bear interest
from such May 1 or November 1; provided, however, that if the
Corporation shall default in the payment of interest due on such May
1 or November 1, then this Debenture shall bear interest from the
next preceding May 1 or November 1 to which interest has been paid
or, if no interest has been paid on the Series X Debentures since the
original issuance of this Debenture, from May 3, 2000. The interest
so payable on any May 1 or November 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 April 15 or October 15, as the
case may be, next preceding such May 1 or November 1. 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 X Debentures, or in such other
manner as the Corporation may agree with the holder hereof as
contemplated by Section 1(d) of the Twenty-third Supplemental
Indenture referred to on the reverse hereof.
Additional provisions of this Debenture are contained on the
reverse hereof and such provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of
the Indenture or any indenture supplemental thereto, or be valid or
obligatory for any purpose, unless the form of certificate of
authentication hereon shall have been executed by or on behalf of the
Trustee (referred to on the reverse hereof) or a successor trustee
thereto under the Indenture.
IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice
President and by its Secretary or an Assistant Secretary, or by
facsimiles of any of their signatures, and its corporate seal, or a
facsimile thereof, to be hereto affixed.
DATED:
Rollins Truck Leasing Corp.
BY: ______________________________
(Title)
(SEAL)
ATTESTED:
______________________________
(Title)
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED
THEREIN, DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY: ______________________________
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series X 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 Twenty-third Supplemental Indenture, dated as of
May 3, 2000 (said Indenture, as so supplemented and amended, being
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the property thereby pledged, the nature and extent of the security,
the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the
rights and obligations of the Corporation in respect of the
Debentures, and the terms and conditions upon which the Debentures
are, and are to be, secured. The Debentures may be issued in series,
for various principal sums, may mature at different times, may bear
interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as
the "8.25% Collateral Trust Debentures, Series X, due May 1, 2002" of
the Corporation (herein called the "Series X Debentures"), duly
authorized and lawfully issued in an aggregate principal amount of
$150,000,000 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 X 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 X 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 X DEBENTURES)
WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series X 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 X Debentures,
when executed by the Corporation, and authenticated and delivered by
the Trustee as in this Twenty-third Supplemental Indenture provided,
the valid, binding and legal obligations of the Corporation, and to
make this Twenty-third Supplemental Indenture a valid, binding and
legal instrument for the security of the Series X Debentures, in
accordance with its terms, have been done and performed;
NOW, THEREFORE, THIS TWENTY-THIRD 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 Twenty-third Supplemental Indenture and for other valuable
consideration, the receipt whereof is hereby acknowledged, and in
order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and Outstanding
under the Indenture, according to their tenor and effect, and the
performance and observance by the Corporation of all the covenants
and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon
and subject to which the Debentures are, and are to be, issued and
secured, has executed and delivered this Indenture and has granted,
bargained, sold, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over, confirmed and warranted, and by these
presents does grant, bargain, sell, remise, release, convey, assign,
transfer, mortgage, pledge, set over, confirm and warrant, to the
Trustee, and to its successors in the trusts and its and their
assigns forever, with power of sale, all and singular the following:
GRANTING CLAUSE I
Securities
Note of Rollins Leasing Corp., a Delaware corporation, dated May
3, 2000, in the aggregate principal amount of $150,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of May 3, 2000, 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 May 3, 2000,
assigning the Loan Agreement described in Subparagraph A of this
Granting Clause II to the Trustee, which Assignment shall be in the
form attached hereto as Exhibit B.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any
and all security therefor of whatsoever nature, that may, from time
to time hereafter, by delivery or by writing of any kind, be
subjected to the lien hereof by the Corporation or by anyone on its
behalf; and the Trustee is hereby authorized to receive the same as
additional security hereunder. Such subjection to the lien hereof of
such securities or other property, including cash, as additional
security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this
Indenture and which shall be set forth in a written instrument
executed by the Corporation or the person so acting on its behalf,
respecting the use and disposition of such property or the proceeds
thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
benefit and security of the holders from time to time of all the
Debentures issued hereunder and Outstanding, without any priority of
any of said Debentures over any of the others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the
Debentures are to be issued, authenticated and delivered, and that
all property, including cash, subject or to become subject hereto is
to be held, subject to the further covenants, conditions, uses and
trusts hereinafter set forth, and the Corporation, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee and its successors in said trust for the equal and
proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.
SECTION 1. Series X Debentures: Terms and Provisions. Series X
Debentures shall be designated as "8.25% Collateral Trust Debentures,
Series X, Due May 1, 2002" of the Corporation, and shall have the
following terms and provisions:
(a) Series X Debentures shall be in the form set forth in the
recitals hereto.
(b) The aggregate principal amount of Series X Debentures which
may be issued shall be $150,000,000, except Series X Debentures
issued in exchange for, in lieu of, in substitution for, or upon
the registration of transfer of, other Series X Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series X Debentures shall be dated May 3, 2000.
(d) Series X Debentures shall mature May 1, 2002 and shall bear
interest (calculated on the basis of a 360 day year of twelve 30
day months) as provided in Section 2.06(b) of the Original
Indenture, payable semiannually on May 1 and November 1 in each
year, commencing November 1, 2000 at the rate of 8.25% 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 8.25% 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 X
Debentures providing for the making of all payments on the
account of such Series X 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 X 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 X 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 X 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 X Debentures.
On or after the date of execution and delivery of the Twenty-third
Supplemental Indenture and upon compliance with the provisions of
Article IV of the Original Indenture, Series X Debentures shall be
executed by the Corporation and delivered to the Trustee, and the
Trustee shall, upon request, authenticate and deliver such Series X
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 X Debentures. The provisions of Section 7.02 of the
Original Indenture shall apply in all respects to the Series X
Debentures to the same extent as if the words "Series X 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 Twenty-third Supplemental
Indenture is in all respects ratified and confirmed and the Twenty-
third 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 Twenty-third 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 Twenty-
third Supplemental Indenture upon the terms and conditions hereof and
of the Original Indenture.
SECTION 6. Defined Terms. All terms used in the Twenty-third
Supplemental Indenture which are defined in the Original Indenture
shall have the meanings assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Twenty-third 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 Twenty-third 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
Twenty-third 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 Twenty-third 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 Twenty-third 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 May 3, 2000.
Rollins Truck Leasing Corp.
(CORPORATE SEAL) BY:______________________________
Vice President-Finance
Title:
Attest:
______________________________
Assistant 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 May 3, 2000
<PAGE>
LOAN AGREEMENT (herein called the "Agreement") dated as of
May 3, 2000 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 $150,000,000, 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 8.25% Collateral Trust Debentures, Series X, due May 1,
2002 (herein called the "Series X Debentures"), in an aggregate
principal amount not exceeding $150,000,000, 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 Twenty-third Supplemental
Indenture dated as of May 3, 2000, 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 8.25% 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 X 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 $150,000,000 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 May 3, 2000, 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
X 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 $150,000,000; 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 X Debentures in an aggregate
principal amount equal to the sum of the principal amount of the
Note.
SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the
benefits to be derived by the Borrower as a result of the sale of the
Note, the Borrower hereby agrees and consents to the pledge and
assignment by the Corporation of the Note and this Agreement to the
Trustee under and pursuant to the Indenture as security for the
Debentures Outstanding and to be Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as
the Note shall be outstanding, the Borrower covenants, warrants and
agrees as follows:
(a) Payment of Principal and Interest. The Borrower will
duly and punctually pay, or cause to be paid, the principal of
and interest on, the Note according to its terms and the terms of
this Agreement.
(b) Maintenance of Corporate Existence. Subject to the
provisions of subsection (e) of this Section 4, the Borrower will
maintain and preserve its corporate existence and right to carry
on business.
(c) Borrower a Participating Subsidiary; Validity of Note.
The Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Section 4 of the Eighth
Supplemental Indenture dated as of May 15, 1990, and that the
Note, when delivered to the Corporation will be, and when pledged
and assigned to the Trustee as security under the Indenture, will
continue to be, a legal and valid outstanding obligation of the
Borrower.
(d) Further Assurance. The Borrower will execute and
deliver, or cause to be executed and delivered, all such
additional instruments and do, or cause to be done, all such
additional acts as (i) may be necessary or proper to carry out
the purposes of this Agreement and to subject the Note to the
lien of the Indenture, (ii) may be necessary or proper to effect
the transfer, pledge and assignment of the Note and this
Agreement to the Trustee or to any successor trustee and to
confirm the lien of the Indenture on the Note, (iii) may be
necessary or proper in connection with the granting of the
security interest under subsection (f) of this Section 4 or (iv)
the Trustee or the Corporation may reasonably request for any of
the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer
or otherwise dispose of the beneficial interest in all or
substantially all its property or assets, or be a party to any
consolidation, merger or amalgamation; provided, however, that
the Borrower may take any such action or be such a party if:
(i) the surviving corporation (if other than the
Borrower), or the person to whom all, or substantially all,
the property and assets of the Borrower shall have been
transferred, sold or otherwise disposed of, shall execute and
deliver to the Corporation and to the Trustee an agreement of
assumption in which such surviving corporation or person
shall expressly assume the due and punctual payment of the
principal of and interest on, the Note, according to its
tenor and effect, and the due and punctual performance and
observance of all the covenants and conditions of the Note
and this Agreement which are to be performed or observed by
the Borrower, with the same effect as if such surviving
corporation or person had been named herein as a party hereto
in lieu of the Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no
default shall have occurred and be continuing under this
Agreement; and
(iii) all the voting stock of the surviving corporation
shall be owned directly or indirectly by the Corporation.
(f) Creation of Security Interest. The Borrower will not
create or permit to exist any claim, lien, security interest or
other encumbrance on any of its Vehicles, or on its interest as
lessor in any lease agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances
for taxes which are not delinquent or which are being
contested in good faith or of mechanics or materialmen
arising in the ordinary course of business in respect of
obligations which are not overdue or which are being
contested in good faith; unless (x) such claim, lien,
security interest or other encumbrance is for the benefit of
a holder or holders of Equipment Indebtedness and (y) prior
to or simultaneously with the inception of any such claim,
lien, security interest or other encumbrance, the Borrower
shall have executed and delivered to a Security Trustee (as
hereinafter defined), a security agreement or security
agreements and such other documents as the Security Trustee
may reasonably request, each in form and substance
satisfactory to the Trustee, granting to the Security Trustee
the right to perfect a security interest in such Vehicles of
the Borrower, such security interest, when perfected, to be
for the equal and ratable benefit of the Trustee, as holder
of the Notes, and such other holder or holders of Equipment
Indebtedness. Such security agreement or security agreements
may provide, at the option of the Borrower, that the security
interest granted to the Security Trustee shall terminate upon
the termination of all other claims, liens, security
interests and other encumbrances for the benefit of such
other holder or holders of Equipment Indebtedness. The
Security Trustee shall be such Person as may be selected by
the Borrower or any such holder of Equipment Indebtedness and
who shall be entitled to act without qualification or who
shall qualify to act as such under the Trust Indenture Act of
1939.
SECTION 5. Payments of Principal and Interest. So long as
the Note shall be pledged with the Trustee under the Indenture, any
payment of principal or interest on the Note, or any payments to be
made pursuant to Section 6(a), shall be paid to the Trustee in
Chicago Clearing House funds at least one business day prior to the
dates on which the Corporation would be required to make related
payments under the Indenture with respect to the relevant Debentures.
The Trustee shall apply such payments in accordance with the
provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayments Pursuant to Section 7.14 of the Original
Indenture. So long as the Note shall be pledged with the Trustee
under the Indenture, the Borrower shall pay, or cause to be paid,
to the Trustee, as prepayments on the Note, amounts which may be
required to be paid by the Borrower pursuant to Section 7.14 of
the Original Indenture. Any such amounts shall be paid as
provided in Section 5 of this Agreement and shall be applied as
payment or prepayment on the Note in accordance with subsection
(c) of this Section 6.
(b) Notice of Certain Prepayments. If the Corporation is
required to make payments pursuant to Section 7.14 of the
Original Indenture, the Corporation shall give notice thereof to
the Borrower, which notice shall state the circumstances under
which such payments are to be made. Such notice shall be given
not later than the first date on which the Corporation is
required to give notice to the Trustee or to take any other
action with respect to such payments. Failure to give any such
notice to the Borrower or any defect therein shall not, however,
affect the obligation of the Borrower to make the payments
required under subsection (a) of this Section 6.
(c) Prepayments on Principal Amount of Note. All payments
made by the Borrower, or for the account of the Borrower,
pursuant to this Section 6 shall be applied or credited as
prepayments on the principal amount of the Note on the date such
payments are received by the Trustee; provided, however, that to
the extent a portion of such payments or moneys shall be applied
or applicable by the Trustee, directly or indirectly, towards the
payment of any interest or premium in respect of Debentures, such
portion shall not be applied or credited as prepayments on the
principal amount of the Note. It is the intention of this
Section 6 that the principal amount of the Note shall be
appropriately adjusted at appropriate times in order that the
obligations to pay principal, premium, if any, and interest
contained in all the Notes of all Participating Subsidiaries
shall be sufficient, after giving effect to any moneys then held
by the Trustee under Section 9.01 of the Original Indenture, in
the aggregate, to pay all principal, premium, if any, and
interest on all Debentures then Outstanding as the same become
due and payable.
(d) Corporation To Make Certain Payments. When and if the
Borrower shall make any prepayments provided for in this Section
6, the Corporation shall promptly make such payments and take
such other action with respect to the Debentures as shall be
required to be made or taken by the Corporation in accordance
with and pursuant to this Agreement and the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the
Note shall be pledged with the Trustee under the Indenture, payments
of principal thereof and interest thereon, shall be made without need
for any presentment of the Note, but payments of principal shall be
noted thereon by the Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the
Note shall be pledged with the Trustee under the Indenture (a) this
Agreement may be modified, altered, supplemented or amended upon the
execution and delivery of a written amendment by the parties hereto
pursuant to Article XVIII of the Original Indenture, (b) any covenant
or other condition of this Agreement may be waived as and to the
extent permitted in Section 11.02 of the Original Indenture and (c)
any default under this Agreement and its consequences may be waived
as and to the extent permitted in said Section 11.02 of the Original
Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of
evidence of the loss, theft, destruction or mutilation of the Note
and upon delivery of indemnity reasonably satisfactory to the
Borrower (it being understood that the written agreement of the
Trustee to indemnify the Borrower shall constitute such indemnity)
and, in the case of any such mutilation, upon surrender and
cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental
thereto, the Borrower shall make and deliver a new Note of like
tenor, in lieu of such lost, stolen or destroyed Note or in exchange
for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party
to, or an assignee of, this Agreement, shall be entitled and
empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, whether for the specific performance of any
covenant or agreement contained herein or in the Note or in aid of
the exercise of any power granted herein or in the Note, or may
proceed to enforce the payment of the Note after demand, or to
enforce any other legal or equitable right as the holder of the Note,
or may proceed to take any action authorized or permitted under the
terms of the Indenture with respect to the Note or under any
applicable law.
SECTION 11. Remedies Cumulative; Delay or Omission Not a
Waiver. Every remedy given hereunder to the holder of the Note shall
not be exclusive of any other remedy or remedies, and every such
remedy shall be cumulative and in addition to every other remedy
given hereunder or now or hereafter given by statute, law, equity or
otherwise. No course of dealing between the Borrower and the
Corporation or the Borrower and the holder of the Note or any delay
or omission on the part of the Corporation or such holder to exercise
any right, remedy or power accruing upon any default hereunder shall
impair any such right, remedy or power or shall be construed to be a
waiver of any such default or of any right of the Corporation or such
holder or acquiescence therein. Every right, remedy and power given
hereunder to the Corporation or to the holder of the Note may be
exercised from time to time and as often as may be deemed expedient
by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants,
warranties and agreements contained in this Agreement by or on behalf
of the Corporation, the Borrower or the holder of the Note shall bind
and inure to the benefit of their respective successors and assigns,
whether so expressed or not.
SECTION 13. Notices. All notices, presentments and demands
to or upon the Borrower in respect of the Note or this Agreement may
be delivered or mailed to the Borrower at One Rollins Plaza, P.O. Box
1791, Wilmington, Delaware 19899, or at such other address as the
Borrower may specify from time to time in writing to the Corporation
and the Trustee.
All notices to or demands upon the Corporation in respect of
the Note or this Agreement shall be delivered or mailed to the
Corporation at One Rollins Plaza, P.O. Box 1791, Wilmington, Delaware
19899, or at such other address as the Corporation may specify from
time to time in writing to the Borrower and the Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal
Holiday. If the date of any payment or the giving of any notice
under the Note or this Agreement shall be (a) a Saturday, a Sunday or
a legal holiday at the place where payment is to be made or notice is
to be given or (b) a day on which banking institutions at the place
where payment is to be made or notice is to be given are authorized
by law to remain closed, then such payment or notice shall be made
not later than the next preceding business day which shall not be a
day specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or
more of the provisions contained in this Agreement or in the Note
should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or
impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed and
delivered shall be an original, and all such counterparts shall
together constitute but one and the same instrument.
SECTION 17. Applicable Law. This Agreement shall be
construed in accordance with and governed by the laws of the State of
Delaware.
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
ANNEX 1
8.25% DEMAND PROMISSORY NOTE
$150,000,000
Date: May 3, 2000
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 ($150,000,000),
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 May 3, 2000, until the said principal sum
shall have been paid, such interest to be paid semiannually at the
rate of 8.25% per annum on the 1st day of May and November in each
year commencing on the 1st day of November, 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 8.25% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note
referred to in the Loan Agreement dated as of May 3, 2000, 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:
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
Twenty-third Supplemental Indenture dated as of May 3, 2000, 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 May 3, 2000
<PAGE>
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of May 3, 2000, 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 Twenty-third Supplemental
Indenture dated as of May 3, 2000, 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 May 3, 2000, between the Corporation
and the Borrower, the Borrower has borrowed from the Corporation,
and the Corporation has loaned to the Borrower, $150,000,000, which
is evidenced by a 8.25% Demand Promissory Note from the Borrower to
the Corporation in the principal amount of $150,000,000 (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
