XXXXXXX TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of March 10, 1997
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7.30% COLLATERAL TRUST DEBENTURES, SERIES R, DUE MARCH 1, 2007
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series R Debentures 1
Text of Forms:
Form of Face of Series R Debentures 1
Form of Trustee's Authentication Certificate for
Series R Debentures 2
Form of Reverse of Series R Debentures 3
All Things Done 5
GRANTING CLAUSES
GRANTING CLAUSE I - Securities 5
GRANTING CLAUSE II - Agreements and Assignments 5
GRANTING CLAUSE III- Other Securities and Property 6
HABENDUM 6
GRANT IN TRUST 6
GENERAL COVENANT 6
SECTION 1. Series R Debentures: Terms and Provisions 6
SECTION 2. Authentication and Delivery of Series R
Debentures 7
SECTION 3. Maintenance of Office or Agency;
Authenticating Agent for
Series R Debentures 7
SECTION 4. Debentures Issuable in the Form of
a Global Security 7
SECTION 5. Registration and Transfer 10
SECTION 6. Requirement and Eligibility of Trustee 10
SECTION 7. Original Indenture Ratified 10
SECTION 8. Trustee Not Responsible 10
SECTION 9. Defined Terms 11
SECTION 10. Counterparts 11
SECTION 11. Applicable Law 11
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
____________
*Note: This Table of Contents has been inserted for
convenience and does not constitute a part of the
Seventeenth Supplemental Indenture.
i
SEVENTEENTH SUPPLEMENTAL INDENTURE (herein called the "Seventeenth
Supplemental Indenture"), dated as of March 10, 1997, between Xxxxxxx
Truck Leasing Corp., a Delaware corporation (herein called the
"Corporation"), and FIRST UNION NATIONAL BANK, a national banking
association, as Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore executed
and delivered a Collateral Trust Indenture dated as of March 21, 1983,
as supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986 and by an Eighth Supplemental Indenture
dated as of May 15, 1990 (the "Original Indenture"; the Original
Indenture, as supplemented and amended by this Seventeenth Supplemental
Indenture, being herein called the "Indenture");
WHEREAS, the Original Indenture provides that the Corporation and
the Trustee may enter into indentures supplemental to the Original
Indenture, among other things, to provide for the issuance from time to
time of debentures (defined in the Original Indenture as "Debentures")
of the Corporation;
WHEREAS, the Corporation has determined to issue hereunder a
series of Debentures (herein called the "Series R Debentures") to be
designated as "7.30% Collateral Trust Debentures, Series R, Due March
1, 2007", to be in the aggregate principal amount of not in excess of
$75,000,000;
WHEREAS, the Series R Debentures and the Trustee's certificate to
be endorsed on the Series R Debentures are to be substantially in the
following forms, with necessary or appropriate variations, omissions
and insertions as permitted or required by the Indenture:
(FORM OF FACE OF SERIES R DEBENTURES)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, A New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
Xxxxxxx Truck Leasing Corp.
7.30% COLLATERAL TRUST DEBENTURE, SERIES R, DUE MARCH 1, 2007
$_____________________________ No. ___________________
Xxxxxxx Truck Leasing Corp., a corporation organized and existing
under the laws of the State of Delaware (herein called the
"Corporation", which term shall include any successor corporation to
the extent provided in the Indenture hereinafter referred to), for
value received, hereby promises to pay to ___________________ , or
registered assigns, the principal sum of ____________ on March 1, 2007
in such coin or currency of the United States of America as at the time
of payment shall be legal tender for public and private debts, and to
pay interest on said principal sum at the rate of 7.30% per annum (and
at the same rate per annum on any overdue principal, premium, if any,
and, to the extent legally enforceable, overdue installment of
interest) in like coin or currency from the first day of March or
September, as the case may be, to which interest on the Series R
Debentures has been paid preceding the date hereof (unless the date
hereof is a March 1 or September 1 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid on
the Series R Debentures since the original issuance of this Debenture,
in which case from March 1, 1997), semiannually on March 1 and
September 1 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is
after February 15 or August 15, as the case may be, and before the
following March 1 or September 1 this Debenture shall bear interest
from such March 1 or September 1; provided, however, that if the
Corporation shall default in the payment of interest due on such March
1 or September 1 then this Debenture shall bear interest from the next
preceding March 1 or September 1 to which interest has been paid or, if
no interest has been paid on the Series R Debentures since the original
issuance of this Debenture, from March 1, 1997. The interest so
payable on any March 1 or September 1 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this Debenture is registered at the
close of business on February 15 or August 15, as the case may be, next
preceding such March 1 or September 1. Payment of the principal of,
premium, if any, and interest on this Debenture will be made at the
office or agency of the Corporation in the Borough of Manhattan, the
City of New York, New York; provided, however, that interest may be
paid, at the option of the Corporation, by check mailed to the
registered holder hereof at his address last appearing on the registry
books for the Series R Debentures.
Additional provisions of this Debenture are contained on the
reverse hereof and such provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or
obligatory for any purpose, unless the form of certificate of
authentication hereon shall have been executed by or on behalf of the
Trustee or a successor trustee thereto under the Indenture.
IN WITNESS WHEREOF, Xxxxxxx 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:__________________________
Xxxxxxx Truck Leasing Corp.
BY:_______________________________
(Title)
ATTESTED:
________________________________
(Title)
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the Debentures, of the series designated therein,
described in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY:_________________________________________
Authorized Officer
(FORM OF REVERSE OF SERIES R DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to
be duly authorized and not limited in aggregate principal amount, all
issued and to be issued in one or more series from time to time under
and equally secured by a Collateral Trust Indenture dated as of March
21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986 and by an Eighth Supplemental
Indenture dated as of May 15, 1990, between the Corporation and First
Union National Bank, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture as hereinafter
defined), as last supplemented and amended by a Seventeenth
Supplemental Indenture, dated as of March 10, 1997 (said Indenture, as
so supplemented and amended, being herein called the "Indenture"), to
which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the property thereby pledged, the
nature and extent of the security, the rights of the holders of the
Debentures in respect of the security, the rights, duties and
immunities of the Trustee and the rights and obligations of the
Corporation in respect of the Debentures, and the terms and conditions
upon which the Debentures are, and are to be, secured. The Debentures
may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise
vary as in the Indenture provided. This Debenture is one of a series
designated as the "7.30% Collateral Trust Debentures, Series R, due
March 1, 2007" of the Corporation (herein called the "Series R
Debentures"), duly authorized and lawfully issued in an aggregate
principal amount not exceeding $75,000,000 under and secured by the
Indenture.
The provisions of the Indenture may be waived, or modified or
amended by supplemental indenture, to the extent and in the manner
provided in the Indenture, but in certain instances only with the
consent of the holders of a majority in aggregate principal amount of
all Debentures at the time outstanding, and of 66 2/3% in aggregate
principal amount of each series of the Debentures at the time
outstanding which is affected by such waiver or supplemental indenture;
provided, however, that, without the written consent of the holder of
this Debenture, no such modification or amendment shall be made so as
to (i) extend the fixed maturity of this Debenture or the time of
payment of interest hereon, or reduce or otherwise modify the terms of
payment of the principal of, or premium, if any, or the rate of
interest on, this Debenture, or adversely affect the right of the
holder hereof to institute suit for the enforcement of any such
payment, (ii) permit the creation of any lien ranking prior to or on a
parity with the lien of the Indenture with respect to, or terminate the
lien of the Indenture on, any of the property covered thereby, or
deprive the holder hereof of the security afforded by the lien of the
Indenture or (iii) reduce the percentage of the aggregate principal
amount of Debentures, or of Series R Debentures, required to authorize
any such modification or amendment or any waiver of any provision of,
or default under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall
occur, the principal of all the Debentures at any such time outstanding
under the Indenture may be declared or may become due and payable upon
the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that in certain events such Event of
Default and its consequences may be waived and such declaration may be
rescinded by the holders of outstanding Debentures in the manner
provided in the Indenture.
Any request, demand, authorization, direction, declaration,
notice, consent, waiver or other action by the holder of this Debenture
shall bind the holder of every Debenture issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, in respect
of anything done or suffered to be done by or on behalf of the Trustee
or the Corporation in reliance thereon, whether or not notation of such
action is made upon this Debenture.
The Series R Debentures may not be redeemed prior to maturity.
The transfer of this Debenture may be registered by the registered
holder hereof or by his duly authorized attorney at the office or
agency of the Corporation in the Borough of Manhattan, The City of New
York, New York, upon surrender of this Debenture for cancellation,
accompanied by a written instrument of transfer in a form approved by
the Corporation, duly executed by the registered holder of this
Debenture or by his duly authorized attorney, and thereupon one or more
new Debentures of the same series and aggregate principal amount will
be issued in the name of the transferee or transferees in exchange
herefor without service charge, except that the Corporation may require
payment of a sum sufficient to pay any stamp taxes or other
governmental charges that may be required with respect thereto, as
provided in the Indenture.
The person in whose name this Debenture shall be registered shall
be deemed the absolute owner hereof for all purposes, and payment of or
on account of the principal of, and premium, if any, and interest on,
this Debenture shall be made only to or upon the written order of such
registered owner or his duly authorized attorney. All such payments
shall satisfy and discharge the liability upon this Debenture to the
extent of the amounts so paid.
No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on, this Debenture, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present
or future, of the Corporation or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
(END OF FORM OF REVERSE OF SERIES R DEBENTURES)
WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series R Debentures,
with such omissions, insertions and variations as may be authorized and
permitted by this Indenture; and
WHEREAS, all acts and things prescribed by law, by the Articles
of Incorporation and the Bylaws of the Corporation, and all other acts
and things necessary to make the Series R Debentures, when executed by
the Corporation, and authenticated and delivered by the Trustee as in
this Seventeenth Supplemental Indenture provided, the valid, binding
and legal obligations of the Corporation, and to make this Seventeenth
Supplemental Indenture a valid, binding and legal instrument for the
security of the Series R Debentures, in accordance with its terms, have
been done and performed;
NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL INDENTURE
WITNESSETH:
THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the
Debentures by the holders thereof, of the sum of $10 duly paid by the
Trustee to the Corporation at or before the ensealing and delivery of
this Seventeenth Supplemental Indenture and for other valuable
consideration, the receipt whereof is hereby acknowledged, and in order
to secure the payment of the principal of, and premium, if any, and
interest on, all Debentures at any time issued and Outstanding under
the Indenture, according to their tenor and effect, and the performance
and observance by the Corporation of all the covenants and conditions
herein and therein contained on its part to be performed and observed,
and to declare the terms and conditions upon and subject to which the
Debentures are, and are to be, issued and secured, has executed and
delivered this Indenture and has granted, bargained, sold, remised,
released, conveyed, assigned, transferred, mortgaged, pledged, set
over, confirmed and warranted, and by these presents does grant,
bargain, sell, remise, release, convey, assign, transfer, mortgage,
pledge, set over, confirm and warrant, to the Trustee, and to its
successors in the trusts and its and their assigns forever, with power
of sale, all and singular the following:
GRANTING CLAUSE I
Securities
A note of Xxxxxxx Leasing Corp., a Delaware corporation, dated
March 10, 1997 in the aggregate principal amount of $75,000,000.
GRANTING CLAUSE II
Agreement and Assignment
The following agreement and assignment:
A. A Loan Agreement dated as of March 10, 1997, between the
Corporation and Xxxxxxx Leasing Corp., which Loan Agreement shall be in
the form attached hereto as Exhibit A, with such insertions, omissions,
substitutions and variations as the Board of Directors and the Trustee
may deem appropriate and as shall not be inconsistent with the
provisions of the Seventeenth Supplemental Indenture or the Original
Indenture.
B. Assignment dated as of March 10, 1997, of the Loan Agreement
described in Subparagraph A of this Granting Clause II, which
Assignment shall be in the form attached hereto as Exhibit B, with such
insertions, omissions, substitutions and variations as the Board of
Directors and the Trustee may deem appropriate and as shall not be
inconsistent with the provisions of the Seventeenth Supplemental
Indenture or the Original Indenture.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any
and all security therefor of whatsoever nature, that may, from time to
time hereafter, by delivery or by writing of any kind, be subjected to
the lien hereof by the Corporation or by anyone on its behalf; and the
Trustee is hereby authorized to receive the same as additional security
hereunder. Such subjection to the lien hereof of such securities or
other property, including cash, as additional security hereunder may be
made subject to any reservations, limitations or conditions which shall
not be prohibited by this Indenture and which shall be set forth in a
written instrument executed by the Corporation or the person so acting
on its behalf, respecting the use and disposition of such property or
the proceeds thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
benefit and security of the holders from time to time of all the
Debentures issued hereunder and Outstanding, without any priority of
any of said Debentures over any of the others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the
Debentures are to be issued, authenticated and delivered, and that all
property, including cash, subject or to become subject hereto is to be
held, subject to the further covenants, conditions, uses and trusts
hereinafter set forth, and the Corporation, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee and its successors in said trust for the equal and
proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.
SECTION 1. Series R Debentures: Terms and Provisions.
Series R Debentures shall be designated as "7.30% Collateral Trust
Debentures, Series R, due March 1, 2007" of the Corporation, and shall
have the following terms and provisions:
(a) Series R Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series R Debentures
which may be issued shall be limited to $75,000,000, except Series
R Debentures issued in exchange for, in lieu of, in substitution
for, or upon the registration or transfer of, other Series R
Debentures pursuant to the provisions of Article II and Sections
5.01(e) and 18.04 of the Original Indenture.
(c) Series R Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series R Debentures shall mature March 1, 2007, and shall
bear interest as provided in Section 2.06(b) of the Original
Indenture, payable semi-annually on March 1 and September 1 in
each year, commencing September 1, 1997, at the rate of 7.30% per
annum until the principal thereof shall become due and payable
(whether at the stated maturity, upon redemption, by declaration
or otherwise), and at the same rate per annum on any overdue
principal, premium, if any, and (to the extent legally
enforceable) any overdue installment of interest. Payment of
principal, premium, if any, and interest shall be made at the
office of the Trustee in the Borough of Manhattan, in such coin
or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and
private debts; provided, however, that interest may be paid, at
the option of the Corporation, by check mailed to the Person
entitled thereto at his address last appearing on the registry
books required to be kept pursuant to Section 2.05 of the Original
Indenture.
(e) Series R Debentures shall be issued in denominations of
$1,000 and integral multiples thereof and may be fully printed or
printed on steel engraved borders or fully or partly engraved.
(f) Series R Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series R
Debentures. On or after the date of execution and delivery of the
Seventeenth Supplemental Indenture and upon compliance with the
provisions of Article IV of the Original Indenture, Series R Debentures
(up to but not exceeding the aggregate principal amount provided in
Section 1 of the Seventeenth Supplemental Indenture) shall be executed
by the Corporation and delivered to the Trustee, and the Trustee shall,
upon request, authenticate and deliver such Series R Debentures upon
the written order of the Corporation signed by its President or one of
its Vice Presidents and its Treasurer or Controller, an Assistant
Treasurer or an Assistant Secretary.
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series R Debentures. Paragraph (a) of Section 7.02 of the
Original Indenture is amended and restated to read as follows:
The Corporation will cause to be maintained an office or
agency in the City of Chicago, Illinois, or the Borough of
Manhattan, The City of New York, New York, where Debentures may
be authenticated and presented for exchange, registration of
transfer or payment of principal and interest, and notices and
demands in respect of Debentures or this Indenture may be
served. The Corporation will give to the Trustee notice of the
location of any such office or agency and of any change of
location thereof. In case the Corporation shall fail to
maintain such office or agency or shall fail to give such
notice of the location or of any change in the location
thereof, such office or agency shall be the office of the
Trustee in the Borough of Manhattan, The City of New York, New
York.
SECTION 4. Debentures Issuable in the Form of a Global
Security.
(a) Section 1.01 of the Original Indenture is amended to add
new definitions thereto, in the appropriate alphabetical sequence,
as follows:
"Depository" means, unless otherwise specified by the
Corporation pursuant to either Section 2.02 or 2.17, with
respect to Debentures of any series issuable or issued in whole
or in part in the form of one or more Global Securities, The
Depository Trust Corporation, New York, New York, or any
successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulations.
"Global Security" means with respect to any series of
Debentures issued hereunder, a Debenture which is executed by
the Corporation and authenticated and delivered by the Trustee
to the Depository or its custodian or pursuant to the
Depository's instruction, all in accordance with this Indenture
and any indentures supplemental hereto, which shall be
registered in the name of the Depository or its nominee and
which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all the Outstanding
Debentures of such series or any portion thereof, in either
case having the same terms, including, without limitation, the
same original issue date, date or dates on which principal is
due and interest rate or method of determining interest.
(b) Article II of the Original Indenture is amended to add a
new Section 2.17, which reads in its entirety as follows:
SECTION 2.17. Debentures Issuable in the Form of a Global
Security. (a) If the Corporation shall establish pursuant to
Section 2.02 that the Debentures of a particular series are to
be issued in whole or in part in the form of one or more Global
Securities, then the Corporation shall execute and the Trustee
or its agent shall, in accordance with Section 4.01,
authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the
Outstanding Debentures of such series to be represented by such
Global Security or Securities, (ii) shall be registered in the
name of the Depository for such Global Security or Securities
or its nominee, (iii) shall be delivered by the Trustee or its
agent to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole
or in part for the individual Debentures represented hereby,
this Global Security may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to
a successor Depository or a nominee of such successor
Depository", or such other legend as may then be required by
the Depository for such Global Security or Securities.
(b) Notwithstanding any other provision of this
Section 2.17 or of Section 2.06 to the contrary, and subject
to the provisions of paragraph (c) below, unless the terms of
a Global Security expressly permit such Global Security to be
exchanged in whole or in part for definitive Debentures in
registered form, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 2.06,
only by the Depository to a nominee of the Depository for such
Global Security, or by a nominee of the Depository to the
Depository or another nominee of the Depository, or by the
Depository or a nominee of the Depository to a successor
Depository for such Global Security selected or approved by the
Corporation, or to a nominee of such successor Depository.
(c) (i) If at any time the Depository for a Global
Security or Securities notifies the Corporation that it is
unwilling or unable to continue as Depository for such Global
Security or Securities or if at any time the Depository for the
Debentures for such series shall no longer be eligible or in
good standing under the Exchange Act or other applicable
statute, rule or regulation, the Corporation shall appoint a
successor Depository with respect to such Global Security or
Securities. If a successor Depository for such Global Security
or Securities is not appointed by the Corporation within 90
days after the Corporation receives such notice or becomes
aware of such ineligibility, the Corporation shall execute, and
the Trustee or its agent, upon receipt of a Request for the
authentication and delivery of such individual Debentures of
such series in exchange for such Global Security or Securities,
will authenticate and deliver individual Debentures of such
series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the
Global Security or Securities in exchange for such Global
Security or Securities.
(ii) The Corporation may at any time and in its sole
discretion determine that the Debentures of any series or
portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global
Security or Securities. In such event, the Corporation will
execute, and the Trustee, upon receipt of a Request for the
authentication and delivery of individual Debentures of such
series in exchange in whole or in part for such Global Security
or Securities, will authenticate and deliver individual
Debentures of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal
amount of such series or portion thereof in exchange for such
Global Security or Securities.
(iii) If specified by the Corporation pursuant to
Section 2.02 with respect to Debentures issued or issuable in
the form of a Global Security, the Depository for such Global
Security may surrender such Global Security in exchange in
whole or in part for individual Debentures of such series of
like tenor and terms in definitive form on such terms as are
acceptable to the Corporation, the Trustee and such Depository.
Thereupon the Corporation shall execute, and the Trustee or its
agent upon receipt of a Request for the authentication and
delivery of definitive Debentures of such series shall
authenticate and deliver, without service charge, (1) to each
Person specified by such Depository a new Debenture or
Debentures of the same series of like tenor and terms and of
any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and (2)
to such Depository a new Global Security of like tenor and
terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount
of Debentures delivered to Holders thereof.
(iv) In any exchange provided for in any of the
preceding three paragraphs, the Corporation will execute and
the Trustee or its agent will authenticate and deliver
individual Debentures. Upon the exchange of the entire
principal amount of a Global Security for individual
Debentures, such Global Security shall be cancelled by the
Trustee or its agent. Except as provided in the preceding
paragraph, Debentures issued in exchange for a Global Security
pursuant to this Section 2.17 shall be registered in such names
and in such authorized denominations as the Depository for such
Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Debentures to the Persons in
whose names such Debentures are so registered or to such other
Person as the Depository shall designate.
(v) Payments in respect of the principal of and
interest on any Debentures registered in the name of the
Depository or its nominee will be payable to the Depository or
such nominee in its capacity as the registered owner of such
Global Security. The Corporation and the Trustee may treat the
Person in whose names the Debentures, including the Global
Security, are registered as the owner thereof for the purpose
of receiving such payments and for any and all other purposes
whatsoever. None of the Corporation, the Trustee or any agent
of the Corporation or the Trustee will have any responsibility
or liability for (a) any aspect of the records relating to or
payments made on account of the beneficial ownership interests
of the Global Security by the Depository or its nominee or any
of the Depository's direct or indirect participants, or for
maintaining, supervising or reviewing any records of the
Depository, its nominee or any of its direct or indirect
participants relating to the beneficial ownership interests of
the Global Security, (b) the payments to the beneficial owners
of the Global Security of amounts paid to the Depository or its
nominee, or (c) any other matter relating to the actions and
practices of the Depository, its nominee or any of its direct
or indirect participants. None of the Corporation, the Trustee
or any such agent will be liable for any delay by the
Depository, its nominee, or any of its direct or indirect
participants in identifying the beneficial owners of the
Debentures, and the Corporation and the Trustee may
conclusively rely on, and will be protected in relying on,
instructions from the Depository or its nominee for all
purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the
Debentures to be issued).
SECTION 5. Registration of Transfer.
(a) The first sentence of paragraph (a) of Section 2.06 of the
Original Indenture is amended and restated to read as follows:
"Subject to Section 2.17, the transfer of any Debenture may be
registered on the books required to be kept pursuant to Section
2.04 upon the surrender of such Debenture at the office or agency
of the Corporation required to be maintained under Section 7.02(a)
in the City of Chicago, Illinois, or the Borough of Manhattan, The
City of New York, New York, or in the case of Debentures of any
Additional Series, at any such office or agency required by any
supplemental indenture, in each case accompanied by delivery of
instruments of transfer, in form approved by the Corporation, duly
executed by the registered owner thereof or by his duly authorized
attorney, and thereupon the Corporation shall execute in the name
of the transferee or transferees, and the Trustee or appropriate
authenticating agent shall authenticate and deliver, a new
Debenture or Debentures of the same series, maturity and aggregate
principal amount."
(b) Section 2.06 of the Original Indenture is amended to add
a new paragraph (c), which reads in its entirety as follows: "(c)
None of the Corporation, the Trustee, or any agent of the
Corporation or the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests."
SECTION 6. Requirement and Eligibility of Trustee. The first
paragraph of Section 12.04 of the Original Indenture is amended and
restated to read as follows:
There shall at all times be a Trustee under this
Indenture, which shall be an incorporated bank or trust company
in good standing organized and doing business under the laws
of the United States or of the State of New York, or the State
of Illinois, or of the Commonwealth of Pennsylvania, having a
combined capital and surplus of not less than $10,000,000,
which is authorized under the laws of its jurisdiction of
incorporation to exercise corporate trust powers and subject
to supervision or examination by Federal or State authority.
If the Trustee publishes reports of condition at least
annually, pursuant to law or to the requirement of the
aforesaid supervising or examining authority, the combined
capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published. The Trustee shall at all
times satisfy the requirements of Section 310(a)(v) of the
Trust Indenture Act of 1939.
SECTION 7. Original Indenture Ratified. The Original
Indenture as amended by the Third Supplemental Indenture dated February
20, 1986 and by the Eighth Supplemental Indenture dated May 15, 1990,
and as supplemented and amended by this Seventeenth Supplemental
Indenture is in all respects ratified and confirmed and the Seventeenth
Supplemental Indenture and all its provisions shall be deemed a part
thereof in the manner and to the extent herein provided, and the
Original Indenture, as modified in the manner and to the extent herein
provided, shall be deemed a part hereof as though fully set forth
herein.
SECTION 8. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the
Seventeenth Supplemental Indenture or the due execution hereof by the
Corporation or for or in respect of the recitals and statements
contained herein, all of which are made solely by the Corporation. The
Trustee accepts the trusts created by the Seventeenth Supplemental
Indenture upon the terms and conditions hereof and of the Original
Indenture.
SECTION 9. Defined Terms. All terms used in the Seventeenth
Supplemental Indenture which are defined in the Original Indenture
shall have the meanings assigned to them in the Original Indenture.
SECTION 10. Counterparts. The Seventeenth Supplemental
Indenture may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original; and all such
counterparts shall together constitute but one and the same instrument.
SECTION 11. Applicable Law. The Seventeenth Supplemental
Indenture shall be construed in accordance with and governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, Xxxxxxx Truck Leasing Corp. has caused the
Seventeenth Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be
hereto affixed and said seal and this Seventeenth Supplemental
Indenture to be attested by its Secretary or Assistant Secretary, and
First Union National Bank, in evidence of its acceptance of the trusts
hereby created, has caused this Seventeenth Supplemental Indenture to
be executed on its behalf and its corporate seal to be affixed by one
of its Vice Presidents and said seal and this Indenture to be attested
by its Assistant Secretary or one of its Trust Officers, as of March
10, 1997.
Xxxxxxx Truck Leasing Corp.
(CORPORATE SEAL) BY:/s/ Xxxxxxx X. Xxxxxx
Vice President-Finance and Treasurer
Attest:
/s/ X. Xxxxxxxx Peet, III
Assistant Secretary
FIRST UNION NATIONAL BANK
as Trustee
(CORPORATE SEAL) BY:/s/ Xxxxxxxxx Xxxxx
Vice President
Attest:
/s/ Xxxx X'Xxxxx
Assistant Vice President
