Exhibit 4(d)
Form of __________ Supplemental Collateral Trust Indenture
dated as of _____________, between Xxxxxxx Truck Leasing Corp. and First Union
National Bank, as Trustee.
================================================================================
XXXXXXX TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
______ SUPPLEMENTAL INDENTURE
Dated as of ___________________________
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
_______ % COLLATERAL TRUST DEBENTURES, SERIES _____, DUE ________________
================================================================================
TABLE OF CONTENTS*
Page
----
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series __ Debentures 1
Text of Forms:
Form of Face of Series __ Debentures 1
Form of Trustee's Authentication Certificate for Series __
Debentures 3
Form of Reverse of Series __ Debentures 4
All Things Done 6
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III- Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series __ Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series __ Debentures 8
SECTION 3. Redemption of Series __ Debentures
(a) Redemption Prices 8
(b) Minimum Amounts 8
SECTION 4. Redemption Out of Moneys Held Under Article IX of the
Original Indenture
(a) Series __ Debentures May be Redeemed 8
(b) Provisions Relating to Redemption 8
SECTION 5. Sinking Funds for Series __ Debentures
(a) Series __ Mandatory Sinking Fund 9
(b) Series __ Optional Sinking Fund 9
(c) Sinking Fund Redemption Price 9
(d) Selection of Debentures for Sinking Funds;
Notice Thereof 9
(e) Credit for Debentures Delivered by Corporation 9
(f) Payment of Series __ Sinking Fund Obligations;
Surrender of Series __ Debentures 10
SECTION 6. Maintenance of Office or Agency; Authenticating
Agent for Series __ Debentures 10
SECTION 7. Original Indenture Ratified 10
SECTION 8. Trustee Not Responsible 10
SECTION 9. Defined Terms 10
SECTION 10. Counterparts 10
SECTION 11. Applicable Law 10
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
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*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the _____ Supplemental Indenture.
i
_________ SUPPLEMENTAL INDENTURE (herein called the "________
Supplemental Indenture"), dated as of ________________, 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 ________ Supplemental Indenture, being herein called the
"Indenture");
WHEREAS, the Original Indenture provides that the Corporation and the
Trustee may enter into indentures supplemental to the Original Indenture, among
other things, to provide for the issuance from time to time of debentures
(defined in the Original Indenture as "Debentures") of the Corporation;
WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series __ Debentures") to be designated as
"______ Collateral Trust Debentures, Series __, Due ________________", to be in
the aggregate principal amount of not in excess of $____________;
WHEREAS, the Series __ Debentures and the Trustee's certificate to be
endorsed on the Series __ Debentures are to be substantially in the following
forms, with necessary or appropriate variations, omissions and insertions as
permitted or required by the Indenture:
(FORM OF FACE OF SERIES __ DEBENTURES)
Xxxxxxx Truck Leasing Corp.
______ COLLATERAL TRUST DEBENTURE, SERIES __, DUE _______________
$_____________________________ 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 _____________________ in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of ______ per annum
(and at the same rate per annum on any overdue principal, premium, if any, and,
to the extent legally enforceable, overdue installment of interest) in like coin
or currency from the _____ day of ___ or ________ as the case may be, to which
interest on the Series __ Debentures has been paid preceding the date hereof
(unless the date hereof is a ______ or __________ to which interest has been
paid, in which case from the date hereof, or unless no interest has been paid on
the Series __ Debentures since the original issuance of this Debenture, in which
case from _________________), semiannually on ______ and __________ until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing,
1
if the date hereof is after ______ or ___________ as the case may be, and before
the following ______ or ________ this Debenture shall bear interest from such
______ or _________ ; provided, however, that if the Corporation shall default
in the payment of interest due on such ______ or ___________ then this Debenture
shall bear interest from the next preceding ______ or __________ to which
interest has been paid or, if no interest has been paid on the Series __
Debentures since the original issuance of this Debenture, from _______________.
The interest so payable on any _______ or __________ will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Debenture is registered at the close of
business on ______ or ___________ as the case may be, next preceding such ______
or __________. Payment of the principal of, premium, if any, and interest on
this Debenture will be made at the office or agency of the Corporation in the
City of Chicago, Illinois, or in the Borough of Manhattan, the City of New York,
New York; provided, however, that interest may be paid, at the option of the
Corporation, by check mailed to the registered holder hereof at his address last
appearing on the registry books for the Series __ Debentures.
Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall have
been executed by or on behalf of the Trustee or a successor trustee thereto
under the Indenture.
IN WITNESS WHEREOF, 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)
2
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the Debentures, of the series designated therein,
described in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY:_________________________________________
Authorized Officer
3
(FORM OF REVERSE OF SERIES __ DEBENTURES)
This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of February 20, 1986
and by an Eighth Supplemental Indenture dated as of May 15, 1990, between the
Corporation and First Union National Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee), as last supplemented and
amended by a ______ Supplemental Indenture, dated as of ________________ (said
Indenture, as so supplemented and amended, being herein called the "Indenture"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the property thereby pledged, the nature and extent of
the security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The Debentures
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the "______
Collateral Trust Debentures, Series __, due ________________" of the Corporation
(herein called the "Series __ Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $__________ under and secured by
the Indenture.
The provisions of the Indenture may be waived, or modified or amended
by supplemental indenture, to the extent and in the manner provided in the
Indenture, but in certain instances only with the consent of the holders of a
majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of the
Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent of
the holder of this Debenture, no such modification or amendment shall be made so
as to (i) extend the fixed maturity of this Debenture or the time of payment of
interest hereon, or reduce or otherwise modify the terms of payment of the
principal of, or premium, if any, or the rate of interest on, this Debenture, or
adversely affect the right of the holder hereof to institute suit for the
enforcement of any such payment, (ii) permit the creation of any lien ranking
prior to or on a parity with the lien of the Indenture with respect to, or
terminate the lien of the Indenture on, any of the property covered thereby, or
deprive the holder hereof of the security afforded by the lien of the Indenture
or (iii) reduce the percentage of the aggregate principal amount of Debentures,
or of Series __ Debentures, required to authorize any such modification or
amendment or any waiver of any provision of, or default under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall occur,
the principal of all the Debentures at any such time outstanding under the
Indenture may be declared or may become due and payable upon the conditions and
in the manner and with the effect provided in the Indenture. The Indenture
provides that in certain events such Event of Default and its consequences may
be waived and such declaration may be rescinded by the holders of outstanding
Debentures in the manner provided in the Indenture.
4
Any request, demand, authorization, direction, declaration, notice,
consent, waiver or other action by the holder of this Debenture shall bind the
holder of every Debenture issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, in respect of anything done or suffered to
be done by or on behalf of the Trustee or the Corporation in reliance thereon,
whether or not notation of such action is made upon this Debenture.
In the manner and with the effect set forth in the Indenture, the
Series __ Debentures may be redeemed on or after ________________ as a whole or
in part at the option of the Corporation at a price equal to 100% of the
principal amount thereof together with interest accrued thereon to the date
fixed for redemption. The Series __ Debentures are also redeemable through
mandatory and optional sinking funds provided for in the Indenture payable
annually on _________________ and ________________, at 100% of the principal
amount thereof together with interest accrued thereon to the date fixed for
redemption.
Each such redemption shall be on at least 30 days' prior notice as
provided in the Indenture.
Upon any partial redemption of this Debenture, it shall, without charge
to the registered holder hereof, be surrendered in exchange for one or more
Debentures of the same series and maturity, for the principal amount of the
unredeemed portion of this Debenture.
If this Debenture or any portion hereof shall be called for redemption
(whether for the sinking funds or otherwise) and payment be duly provided
therefor as specified in the Indenture, interest shall cease to accrue hereon or
on such portion hereof from and after the date fixed for redemption.
The transfer of this Debenture may be registered by the registered
holder hereof or by his duly authorized attorney at the office or agency of the
Corporation in the City of Chicago, Illinois, or in the Borough of Manhattan,
The City of New York, New York, upon surrender of this Debenture for
cancellation, accompanied by a written instrument of transfer in a form approved
by the Corporation, duly executed by the registered holder of this Debenture or
by his duly authorized attorney, and thereupon one or more new Debentures of the
same series and aggregate principal amount will be issued in the name of the
transferee or transferees in exchange herefor without service charge, except
that the Corporation may require payment of a sum sufficient to pay any stamp
taxes or other governmental charges that may be required with respect thereto,
as provided in the Indenture.
The person in whose name this Debenture shall be registered shall be
deemed the absolute owner hereof for all purposes, and payment of or on account
of the principal of, and premium, if any, and interest on, this Debenture shall
be made only to or upon the written order of such registered owner or his duly
authorized attorney. All such payments shall satisfy and discharge the liability
upon this Debenture to the extent of the amounts so paid.
No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on, this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Corporation or any
5
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
(END OF FORM OF REVERSE OF SERIES __ DEBENTURES)
6
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series __ Debentures, with such omissions,
insertions and variations as may be authorized and permitted by this Indenture;
and
WHEREAS, all acts and things prescribed by law, by the Articles of
Incorporation and the Bylaws of the Corporation, and all other acts and things
necessary to make the Series __ Debentures, when executed by the Corporation,
and authenticated and delivered by the Trustee as in this ______ Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this ______ Supplemental Indenture a valid, binding and legal
instrument for the security of the Series __ Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS ______ SUPPLEMENTAL INDENTURE WITNESSETH:
THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual covenants
herein contained, of the purchase and acceptance of the Debentures by the
holders thereof, of the sum of $10 duly paid by the Trustee to the Corporation
at or before the ensealing and delivery of this ______ Supplemental Indenture
and for other valuable consideration, the receipt whereof is hereby
acknowledged, and in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, according to their tenor and effect, and the
performance and observance by the Corporation of all the covenants and
conditions herein and therein contained on its part to be performed and
observed, and to declare the terms and conditions upon and subject to which the
Debentures are, and are to be, issued and secured, has executed and delivered
this Indenture and has granted, bargained, sold, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over, confirmed and warranted,
and by these presents does grant, bargain, sell, remise, release, convey,
assign, transfer, mortgage, pledge, set over, confirm and warrant, to the
Trustee, and to its successors in the trusts and its and their assigns forever,
with power of sale, all and singular the following:
GRANTING CLAUSE I
Securities
A note of Xxxxxxx Leasing Corp., a Delaware corporation, dated
________________ in the aggregate principal amount of $__________.
GRANTING CLAUSE II
Agreement and Assignment
The following agreement and assignment:
A. A Loan Agreement dated as of ________________, between the
Corporation and 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 ______ Supplemental
Indenture or the Original Indenture.
7
B. Assignment dated as of ________________, of the Loan Agreement
described in Subparagraph A of this Granting Clause II, which Assignment shall
be in the form attached hereto as Exhibit B, with such insertions, omissions,
substitutions and variations as the Board of Directors and the Trustee may deem
appropriate and as shall not be inconsistent with the provisions of the ______
Supplemental Indenture or the Original Indenture.
8
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any and
all security therefor of whatsoever nature, that may, from time to time
hereafter, by delivery or by writing of any kind, be subjected to the lien
hereof by the Corporation or by anyone on its behalf; and the Trustee is hereby
authorized to receive the same as additional security hereunder. Such subjection
to the lien hereof of such securities or other property, including cash, as
additional security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this Indenture and
which shall be set forth in a written instrument executed by the Corporation or
the person so acting on its behalf, respecting the use and disposition of such
property or the proceeds thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders from time to time of all the Debentures issued hereunder
and Outstanding, without any priority of any of said Debentures over any of the
others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures
are to be issued, authenticated and delivered, and that all property, including
cash, subject or to become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts hereinafter set forth, and the
Corporation, for itself and its successors and assigns, hereby covenants and
agrees to and with the Trustee and its successors in said trust for the equal
and proportionate benefit and security of those who shall hold the Debentures,
as hereinafter set forth.
SECTION 1. Series __ Debentures: Terms and Provisions. Series __
Debentures shall be designated as "______ Collateral Trust Debentures, Series
__, due ________________" of the Corporation, and shall have the following terms
and provisions:
(a) Series __ Debentures shall be substantially in the form
set forth in the recitals hereto.
(b) The aggregate principal amount of Series __ Debentures
which may be issued shall be limited to $__________, except Series __
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration or transfer of, other Series __ Debentures
pursuant to the provisions of Article II and Sections 5.01(e) and 18.04
of the Original Indenture.
(c) Series __ Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series __ Debentures shall mature ________________, and
shall bear interest as provided in Section 2.06(b) of the Original
Indenture, payable semi-annually on ______ and __________ in each year,
commencing
9
____________, at the rate of _____% per annum (except that the first
semi-annual interest payment will be for the period ________________
through ____________) until the principal thereof shall become due and
payable (whether at the stated maturity, upon redemption, by
declaration or otherwise), and at the same rate per annum on any
overdue principal, premium, if any, and (to the extent legally
enforceable) any overdue installment of interest. Payment of principal,
premium, if any, and interest shall be made at the Corporate Trust
Office or at the other office or agency maintained by the Corporation
as provided in Section 7.02(a) of the Original Indenture, in such coin
or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts;
provided, however, that interest may be paid, at the option of the
Corporation, by check mailed to the Person entitled thereto at his
address last appearing on the registry books required to be kept
pursuant to Section 2.05 of the Original Indenture.
(e) Series __ Debentures shall be issued in denominations of
$1,000 and integral multiples thereof and may be fully printed or
printed on steel engraved borders or fully or partly engraved.
(f) Series __ Debentures shall be subject to redemption at the
option of the Corporation in the manner specified in, and subject to
the provisions of, Article V of the Original Indenture and Sections 3
and 4 of this ______ Supplemental Indenture.
(g) Series __ Debentures shall be subject to redemption from
the sinking funds provided for Series __ Debentures in the manner
specified in, and subject to the provisions of, Section 5 of this
______ Supplemental Indenture.
SECTION 2. Authentication and Delivery of Series __ Debentures. On or
after the date of execution and delivery of the ______ Supplemental Indenture
and upon compliance with the provisions of Article IV of the Original Indenture,
Series __ Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the ______ Supplemental Indenture) shall be executed by
the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series __ Debentures upon the written
order of the Corporation signed by its President or one of its Vice Presidents
and its Treasurer or Controller, an Assistant Treasurer or an Assistant
Secretary.
SECTION 3. Redemption of Series __ Debentures.
(a) Redemption Prices. Subject to the provisions of subsection
(b) of this Section 3, the Corporation may, at its option, redeem, in
the manner and with the effect provided in Article V of the Original
Indenture, the Series __ Debentures as a whole at any time or in part
from time to time by the payment of a Redemption Price set forth in the
form of the Series __ Debentures included in the recitals hereto;
provided, however, that no such redemption may be made prior to
________________.
(b) Minimum Amounts. No redemption of Series __ Debentures
pursuant to the optional redemption provisions of subsection (a) of
this Section 3 or pursuant to Section 4 of this ______ Supplemental
Indenture shall be
10
made in an aggregate principal amount of less than $1,000,000 on the
occasion of any such redemption in part.
SECTION 4. Redemption Out of Moneys Held Under Article IX of the
Original Indenture.
(a) Series __ Debentures May Be Redeemed. Subject to the time
restriction set forth in subsection (a) of Section 3 of this ______
Supplemental Indenture and to the provisions of Sections 5.03(a), 9.01
and 9.03 of the Original Indenture, the Corporation may elect to redeem
in whole or in part before maturity Series __ Debentures at a
Redemption Price equal to the Redemption Price set forth in subsection
(a) of Section 3 of this ______ Supplemental Indenture, at such time or
from time to time as the Board of Directors may determine, out of the
moneys held by the Trustee under Article IX of the Original Indenture.
(b) Provisions Relating to Redemption. The provisions of
Section 5.03 (b), (c), (d) and (e) of the Original Indenture shall
apply in all respects to redemptions pursuant to this Section 4, except
that, for the purposes of the Series __ Debentures, the words "the
provisions of subsection (a) of this Section 5.03" in the last line of
Section 5.03(b)(ii) of the Original Indenture shall be deemed to read
"subsection (b) of Section 3 and subsection (a) of Section 4 of the
______ Supplemental Indenture hereto".
SECTION 5. Sinking Funds for Series __ Debentures.
(a) Series __ Mandatory Sinking Fund. As and for a mandatory
sinking fund (herein called the "Series __ Mandatory Sinking Fund") for
the redemption of Series __ Debentures, the Corporation will, so long
as any Series __ Debentures shall be Outstanding, pay, or cause to be
paid, to the Trustee annually, on or before ________________, and
_________, ____ (each of said dates being hereinafter called a "Series
__ Sinking Fund Payment Date"), an amount sufficient to redeem at the
Sinking Fund Redemption Price specified in subsection (c) of this
Section 5, $___________ in principal amount of Series __ Debentures.
(b) Series __ Optional Sinking Fund. As and for an optional
sinking fund (herein called the "Series __ Optional Sinking Fund") for
the redemption of Series __ Debentures, the Corporation may, at its
option, pay to the Trustee on or before any Series __ Sinking Fund
Payment Date an additional amount equal to or less than the amount
required to be paid pursuant to subsection (a) of this Section 5 on
such Series __ Sinking Fund Payment Date. No Series __ Optional Sinking
Fund payment shall have the effect of reducing the amount of any Series
__ Mandatory Sinking Fund payment, and the right to make any Series __
Optional Sinking Fund payment, if not exercised on a particular Series
__ Sinking Fund Payment Date, shall not be cumulative.
If the Corporation shall intend to exercise its right to make any
Series __ Optional Sinking Fund payment on any Series __ Sinking Fund
Payment Date, it shall deliver to the Trustee, at least 45 days prior
to such Series __ Sinking Fund Payment Date, an Officers' Certificate
stating that the Corporation intends to make such payment, specifying
the amount
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thereof. Upon the delivery of such Officers' Certificate, the
Corporation's Sinking Fund Obligation with respect to Series __
Debentures (hereinafter called the "Series __ Sinking Fund Obligation")
payable on such Series __ Sinking Fund Payment Date shall be deemed to
be increased by the amount specified in such Officers' Certificate. If
such Officers' Certificate shall not be so delivered, the right to make
such payment on such Series __ Sinking Fund Payment Date shall expire.
(c) Sinking Fund Redemption Price. The Sinking Fund Redemption
Price of the Series __ Debentures to be redeemed for the Series __
Mandatory or Optional Sinking Fund shall be the sum of (i) 100% of the
principal amount of such Series __ Debentures to be redeemed and
(ii) interest accrued and unpaid on said principal amount to the
Redemption Date of such Series __ Debentures.
(d) Selection of Debentures for Sinking Funds; Notice Thereof.
On or before the 30th day prior to each Series __ Sinking Fund Payment
Date, the Trustee shall, in the manner provided in Section 5.01 of the
Original Indenture:
(i) select for the Series __ Mandatory Sinking Fund
and the Series __ Optional Sinking Fund, if applicable, the
Series __ Debentures or portions thereof to be redeemed on
such Series __ Sinking Fund Payment Date;
(ii) notify the Corporation in writing of the numbers
of the Series __ Debentures and portions thereof to be
redeemed; and
(iii) give, or cause to be given, on behalf of the
Corporation a notice of redemption for such sinking fund or
funds of the Series __ Debentures or portions thereof so
selected, which notice shall contain the information specified
in Section 5.01(b) of the Original Indenture.
(e) Credit for Debentures Delivered by Corporation. The
Corporation shall have the right, subject to the conditions contained
in this subsection (e), to satisfy any Series __ Sinking Fund
Obligation, in whole or in part, by delivering to the Trustee
Outstanding Series __ Debentures in transferable form and the Trustee
shall credit such Series __ Sinking Fund Obligation with an amount
equal to the Series __ Sinking Fund Redemption Price of such Debentures
so delivered. If the Corporation shall elect so to deliver Series __
Debentures for credit on any Series __ Sinking Fund Obligation, it
shall deliver such Debentures uncancelled to the Trustee 45 (or such
lesser number, not less than 30, as the Trustee may permit) days prior
to the Series __ Sinking Fund Payment Date on which such Sinking Fund
Obligation is required to be paid, and also an Officers' Certificate
stating or setting forth (i) that the accompanying Series __ Debentures
are to be used as a credit towards the next Series __ Sinking Fund
Obligation and (ii) the serial numbers of the Series __ Debentures so
delivered. In case of the failure of the Corporation, at or before the
time so required, to deliver such Series __ Debentures or such
Officers' Certificate, the Series __ Sinking Fund Obligation shall be
paid entirely in cash.
(f) Payment of Series __ Sinking Fund Obligations; Surrender
of Series
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__ Debentures. On or before any Series __ Sinking Fund Payment Date,
the Corporation shall pay, or cause to be paid, to the Trustee the
amount in cash required, after any reduction pursuant to subsection (e)
of this Section 5, to redeem the Series __ Debentures or portions
thereof selected for redemption. The Trustee shall hold, and on and
after such Series __ Sinking Fund Payment Date, the Trustee shall
apply, or cause to be applied, such amount, and the Debentures or
portions thereof called for redemption shall be surrendered or
presented, all in the manner, with the effect and subject to the
conditions provided in Article V of the Original Indenture for the
redemption of Debentures.
SECTION 6. Maintenance of Office or Agency; Authenticating Agent for
Series __ Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series __ Debentures to the same extent as if
the words "Series __ Debentures" were substituted for the words "Series A
Debentures" in each place in which the latter quotation was employed in the
aforesaid Section.
SECTION 7. Original Indenture Ratified. The Original Indenture is in
all respects ratified and confirmed and the ______ Supplemental Indenture and
all its provisions shall be deemed a part thereof in the manner and to the
extent herein provided, and the Original Indenture, as modified in the manner
and to the extent herein provided, shall be deemed a part hereof as though fully
set forth herein.
SECTION 8. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the ______
Supplemental Indenture or the due execution hereof by the Corporation or for or
in respect of the recitals and statements contained herein, all of which are
made solely by the Corporation. The Trustee accepts the trusts created by the
______ Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 9. Defined Terms. All terms used in the ______ Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 10. Counterparts. The ______ Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; and all such counterparts shall together
constitute but one and the same instrument.
SECTION 11. Applicable Law. The ______ Supplemental Indenture shall be
construed in accordance with and governed by the law of the State of Delaware.
13
IN WITNESS WHEREOF, Xxxxxxx Truck Leasing Corp. has caused the ______
Supplemental Indenture to be executed on its behalf by its President or one of
its Vice Presidents and its corporate seal to be hereto affixed and said seal
and this ______ Supplemental Indenture to be attested by its Secretary, and
First Union National Bank, in evidence of its acceptance of the trusts hereby
created, has caused this ______ Supplemental Indenture to be executed on its
behalf and its corporate seal to be affixed by one of its Vice Presidents and
said seal and this Indenture to be attested by its Secretary or one of its Trust
Officers, as of ________________.
Xxxxxxx Truck Leasing Corp.
(CORPORATE SEAL) BY:_________________________________
(Title)
Attest:
---------------------------------
(Title)
FIRST UNION NATIONAL BANK
(CORPORATE SEAL) BY:_________________________________
(Title)
Attest:
---------------------------------
(Title)
14
EXHIBIT A
(FORM OF LOAN AGREEMENT)
================================================================================
XXXXXXX TRUCK LEASING CORP.
AND
XXXXXXX LEASING CORP.
LOAN AGREEMENT
Dated as of _________________________________
================================================================================
LOAN AGREEMENT (herein called the "Agreement") dated as of
_____________, ______ between Xxxxxxx Truck Leasing Corp., a corporation
organized under the laws of the State of Delaware (herein called the
"Corporation"), and Xxxxxxx Leasing Corp., a corporation organized under the
laws of the State of Delaware (herein called the "Borrower").
WHEREAS, the Borrower desires to borrow from the Corporation, and the
Corporation is willing to lend to the Borrower, a sum not exceeding $__________,
all upon the terms, provisions and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower and the Corporation do hereby agree as follows:
SECTION 1. Certain Definitions. The Corporation proposes to issue its
_____% Collateral Trust Debentures, Series __, due __________, _____ (herein
called the "Series __ Debentures"), in an aggregate principal amount not
exceeding $__________, pursuant to a Collateral Trust Indenture dated as of
March 21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986 and by an Eighth Supplemental Indenture
dated as of May 15, 1990, between the Corporation and First Union National Bank,
as Trustee (the "Original Indenture"; the Original Indenture, as supplemented by
this _____ Supplemental Indenture dated as of ___________, _______, being herein
called the "Indenture"). A copy of the Indenture has been delivered to the
Borrower, receipt of which is hereby acknowledged.
The term "Note" shall mean the _____% Demand Promissory Note issued by
the Borrower pursuant to this Agreement, substantially in the form attached
hereto as Annex 1.
In addition to the foregoing, the following terms shall in each case
have the same meaning in this Agreement as they have in the Indenture:
"Debentures", "Equipment Indebtedness", "Note", "Outstanding", "Participating
Subsidiary", "Permitted Indebtedness", "Person", "Pledged Property", "Series __
Debentures", "Series __ Mandatory Sinking Fund", "Series __ Optional Sinking
Fund", "Sinking Fund Obligation", "Sinking Fund Payment Date", "Trustee" and
"Vehicle".
SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from the
Borrower the Note in the principal amount of $__________ at a price of ___% of
such principal amount.
The sale of the Note will take place promptly after the execution and
delivery of this Agreement and upon the delivery,
(a) by the Borrower to the Corporation of the Note, duly
executed and dated ___________, _______, together with all such
assignments, documents and other instruments as may be required by the
Corporation to enable it to effect the issuance of Series __ Debentures
referred to in Section 1, and
(b) by the Corporation to the Borrower of a certified or
official bank check or checks in ______________ funds (or in such other
form as shall be
1
acceptable to the Borrower) in an amount equal to $__________;
provided, however, that the obligation of the Corporation to purchase
the Note shall be subject to the condition that, concurrently with the
closing in respect of such purchase, the Corporation shall have issued
and sold, and shall have received payment for, Series __ Debentures in
an aggregate principal amount equal to the sum of the principal amount
of the Note issued by the Borrower in respect of the issuance of such
Series __ Debentures.
SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the benefits to
be derived by the Borrower as a result of the sale of the Note, the Borrower
hereby agrees and consents to the pledge and assignment by the Corporation of
the Note and this Agreement to the Trustee under and pursuant to the Indenture
as security for the Debentures Outstanding and to be Outstanding thereunder.
SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:
(a) Payment of Principal, Premium and Interest. The Borrower
will duly and punctually pay, or cause to be paid, the principal of,
and premium, if any, and interest on, the Note according to its terms
and the terms of this Agreement.
(b) Maintenance of Corporate Existence. Subject to the
provisions of subsection (e) of this Section 4, the Borrower will
maintain and preserve its corporate existence and right to carry on
business.
(c) Borrower a Participating Subsidiary; Validity of Note. The
Borrower warrants that at the date of this Agreement it is a
Participating Subsidiary as defined in Article I of the Indenture as
amended by Section 4. of the Eighth Supplemental Indenture dated as of
May 15, 1990, and that the Note, when delivered to the Corporation will
be, and when pledged and assigned to the Trustee as security under the
Indenture, will continue to be, a legal and valid outstanding
obligation of the Borrower.
(d) Further Assurance. The Borrower will execute and deliver,
or cause to be executed and delivered, all such additional instruments
and do, or cause to be done, all such additional acts as (i) may be
necessary or proper to carry out the purposes of this Agreement and to
subject the Note to the lien of the Indenture, (ii) may be necessary or
proper to effect the transfer, pledge and assignment of the Note and
this Agreement to the Trustee or to any successor trustee and to
confirm the lien of the Indenture on the Note, (iii) may be necessary
or proper in connection with the granting of the security interest
under subsection (f) of this Section 4 or (iv) the Trustee or the
Corporation may reasonably request for any of the foregoing purposes.
(e) Restrictions on Borrower's Disposition of Property,
Consolidation, Merger, etc. The Borrower will not sell, transfer or
otherwise dispose of the beneficial interest in all or substantially
all its property or assets, or be a party to any consolidation, merger
or amalgamation; provided, however, that the Borrower may take any such
action or be such a party if:
(i) the surviving corporation (if other than the
Borrower), or the person to whom all, or substantially all, the
property and assets of the
2
Borrower shall have been transferred, sold or otherwise disposed of,
shall execute and deliver to the Corporation and to the Trustee an
agreement of assumption in which such surviving corporation or person
shall expressly assume the due and punctual payment of the principal
of, and premium, if any, and interest on, the Note, according to its
tenor and effect, and the due and punctual performance and observance
of all the covenants and conditions of the Note and this Agreement
which are to be performed or observed by the Borrower, with the same
effect as if such surviving corporation or person had been named herein
as a party hereto in lieu of the Borrower; and
(ii) immediately after such transfer, sale or other
disposition, or consolidation, merger or amalgamation, no default shall
have occurred and be continuing under this Agreement; and
(iii) all the voting stock of the surviving corporation
shall be owned directly or indirectly by the Corporation.
(f) Creation of Security Interest. The Borrower will not
create or permit to exist any claim, lien, security interest or other
encumbrance on any of its Vehicles, or on its interest as lessor in any
lease agreement relating to its Vehicles, except:
(i) lessees' interests in Vehicles under any such lease
agreement; and
(ii) liens, security interests or other encumbrances for
taxes which are not delinquent or which are being contested in good
faith or of mechanics or materialmen arising in the ordinary course of
business in respect of obligations which are not overdue or which are
being contested in good faith; unless (x) such claim, lien, security
interest or other encumbrance is for the benefit of a holder or holders
of Equipment Indebtedness and (y) prior to or simultaneously with the
inception of any such claim, lien, security interest or other
encumbrance, the Borrower shall have executed and delivered to a
Security Trustee (as hereinafter defined), a security agreement or
security agreements and such other documents as the Security Trustee
may reasonably request, each in form and substance satisfactory to the
Trustee, granting to the Security Trustee the right to perfect a
security interest in such Vehicles of the Borrower, such security
interest, when perfected, to be for the equal and ratable benefit of
the Trustee, as holder of the Notes, and such other holder or holders
of Equipment Indebtedness. Such security agreement or security
agreements may provide, at the option of the Borrower; that the
security interest granted to the Security Trustee shall terminate upon
the termination of all other claims, liens, security interests and
other encumbrances for the benefit of such other holder or holders of
Equipment Indebtedness. The Security Trustee shall be such Person as
may be selected by the Borrower or any such holder of Equipment
Indebtedness and who shall be entitled to act without qualification or
who shall qualify to act as such under the Trust Indenture Act of 1939.
SECTION 5. Payments of Principal and Interest. So long as the Note
shall be pledged with the Trustee under the Indenture, any payment of principal,
premium or interest on the Note, or any payments to be made pursuant to Section
3
6(a) or Section 6(b), shall be paid to the Trustee in Chicago Clearing House
funds at least one business day prior to the dates on which the Corporation
would be required to make related payments under the Indenture with respect to
the relevant Debentures. The Trustee shall apply such payments in accordance
with the provisions of the Indenture.
SECTION 6. Prepayment of Note.
(a) Prepayment for Mandatory and Optional Redemptions and
Sinking Funds. So long as the Note shall be pledged with the Trustee
under the Indenture, the Borrower shall pay, or cause to be paid, to
the Trustee, as prepayments on the Note, the amounts (i) which are
required to be paid by the Corporation to satisfy any Sinking Fund
Obligation for the Series __ Debentures set forth in the ______
Supplemental Indenture, on or prior to the Sinking Fund Payment Dates
for such Series __ Debentures, in accordance with Section 5 of the
______ Supplemental Indenture and (ii) which are required to be paid by
the Corporation to redeem Series __ Debentures pursuant to Section
5.01(a) of the Indenture and Sections 3 and 4 of the ______
Supplemental Indenture. Any such amounts shall be paid as provided in
Section 5 of this Agreement and shall be applied as a payment or
prepayment on the Note in accordance with subsection (d) of this
Section 6.
(b) Prepayments Pursuant to Section 7.14 of the Original
Indenture. So long as the Note shall be pledged with the Trustee under
the Indenture, the Borrower shall pay, or cause to be paid, to the
Trustee, as prepayments on the Note, amounts which may be required to
be paid by the Borrower pursuant to Section 7.14 of the Original
Indenture. Any such amounts shall be paid as provided in Section 5 of
this Agreement and shall be applied as payment or prepayment on the
Note in accordance with subsection (d) of this Section 6.
(c) Notice of Certain Prepayments. If the Corporation shall
intend to make any payments, or cause any payments to be made, pursuant
to the Series __ Optional Sinking Fund, set forth in Section 5(b) of
the ______ Supplemental Indenture, or pursuant to Section 5.01(d) of
the Original Indenture, or if payments are required to be made pursuant
to Section 7.14 of the Original Indenture, the Corporation shall give
notice thereof to the Borrower, which notice shall state the
circumstances under which such payments are to be made. Such notice
shall be given not later than the first date on which the Corporation
is required to give notice to the Trustee or to take any other action
with respect to such payments. Failure to give any such notice to the
Borrower or any defect therein shall not, however, affect the
obligation of the Borrower to make the payments required under
subsection (a) and (b) of this Section 6.
(d) Prepayments on Principal Amount of Note. All payments made
by the Borrower, or for the account of the Borrower, pursuant to this
Section 6 shall be applied or credited as prepayments on the principal
amount of the Note on the date such payments are received by the
Trustee; provided, however, that to the extent a portion of such
payments or moneys shall be applied or applicable by the Trustee,
directly or indirectly, towards the payment of any interest or premium
in respect of Debentures, such portion shall not be applied or credited
as prepayments on the principal amount of
4
the Note; provided, further, that the principal amount of the Note
shall be appropriately reduced in an amount equal to the aggregate
principal amount of any Series __ Debentures delivered to the Trustee
for credit against a Sinking Fund Obligation, if any, such reduction to
be made on the date of such delivery. It is the intention of this
Section 6 that the principal amount of the Note shall be appropriately
adjusted at appropriate times in order that the obligations to pay
principal, premium, if any, and interest contained in all the Notes of
all Participating Subsidiaries shall be sufficient, after giving effect
to any moneys then held by the trustee under Section 9.01 of the
Original Indenture, in the aggregate, to pay all principal, premium, if
any, and interest on all Debentures then Outstanding as the same become
due and payable.
(e) Corporation To Make Certain Payments. When and if the
Borrower shall make any prepayments provided for in this Section 6, the
Corporation shall promptly make such payments and take such other
action with respect to the Debentures as shall be required to be made
or taken by the Corporation in accordance with and pursuant to this
Agreement and the Indenture.
SECTION 7. Presentment of Note Not Required. So long as the Note shall
be pledged with Trustee under the Indenture, payments of principal thereof, and
premium, if any, and interest thereon, shall be made without need for any
presentment of the Note, but payments of principal shall be noted thereon by the
Trustee.
SECTION 8. Amendments, Consents and Waivers. So long as the Note shall
be pledged with Trustee under the Indenture (a) this Agreement may be modified,
altered, supplemented or amended upon the execution and delivery of a written
amendment by the parties hereto pursuant to Article XVIII of the Original
Indenture, (b) any covenant or other condition of this Agreement may be waived
as and to the extent permitted in Section 11.02 of the Original Indenture and
(c) any default under this Agreement and its consequences may be waived as and
to the extent permitted in said Section 11.02 of the Original Indenture.
SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of the
loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that the
written agreement of the Trustee to indemnify the Borrower shall constitute such
indemnity) and, in the case of any such mutilation, upon surrender and
cancellation of the mutilated Note, and, in any case, upon reimbursement to the
Borrower of any reasonable expense incidental thereto, the Borrower shall make
and deliver a new Note of like tenor, in lieu of such lost, stolen or destroyed
Note or in exchange for such mutilated Note.
SECTION 10. Remedies. The holder of the Note, being a party to, or an
assignee of, this Agreement, shall be entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, whether for the
specific performance of any covenant or agreement contained herein or in the
Note or in aid of the exercise of any power granted herein or in the Note, or
may proceed to enforce the payment of the Note after demand, or to enforce any
other legal or equitable right as the holder of the Note, or may proceed to take
any action authorized or permitted under the terms of the Indenture with respect
to the Note or under any applicable law.
5
SECTION 11. Remedies Cumulative; Delay or Omission Not a Waiver. Every
remedy given hereunder to the holder of the Note shall not be exclusive of any
other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise. No course of dealing between the Borrower and
the Corporation or the Borrower and the holder of the Note or any delay or
omission on the part of the Corporation or such holder to exercise any right,
remedy or power accruing upon any default hereunder shall impair any right,
remedy or power accruing upon any default hereunder or shall be construed to be
a waiver of any such default or of any right of the Corporation or such holder
or acquiescence therein. Every right, remedy and power given hereunder to the
Corporation or to the holder of the Note may be exercised from time to time and
as often as may be deemed expedient by the Corporation or such holder.
SECTION 12. Successors and Assigns. All the covenants, warranties and
agreements contained in this Agreement by or on behalf of the Corporation, the
Borrower or the holder of the Note shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed or not.
SECTION 13. Notices. All notices, presentments and demands to or upon
the Borrower in respect of the Note or this Agreement may be delivered or mailed
to the Borrower at Xxx Xxxxxxx Xxxxx, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000,
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 Xxx Xxxxxxx
Xxxxx, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other address as
the Corporation may specify from time to time in writing to the Borrower and the
Trustee.
SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If
the date of any payment or the giving of any notice under the Note or this
Agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to be given or (b) a day on which
banking institutions at the place where payment is to be made or notice is to be
given are authorized by law to remain closed, then such payment or notice shall
be made not later than the next preceding business day which shall not be a day
specified in (a) or (b) above.
SECTION 15. Separability of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Note should be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby.
SECTION 16. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 17. Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.
6
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.
Xxxxxxx Truck Leasing Corp.
BY:________________________________
(Title)
(CORPORATE SEAL)
Attest:
--------------------------------------
(Title)
Xxxxxxx Leasing Corp.
BY:________________________________
(Title)
(CORPORATE SEAL)
Attest:
----------------------------------
(Title)
7
ANNEX 1
(FORM OF DEMAND PROMISSORY NOTE)
____% DEMAND PROMISSORY NOTE
$___________________________ Date: _______________________
Xxxxxxx Leasing Corp., a corporation organized under the laws of
Delaware, for value received, HEREBY PROMISES TO PAY to Xxxxxxx Truck Leasing
Corp., a Delaware corporation, or order, upon demand, the principal sum of
____________________________________ Dollars ($______________), either in one
sum or in several sums upon demand made from time to time (the receipt of any
such sum to be noted hereon), in every case in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, at the corporate trust office of First
Union National Bank, a national banking association, in the City of Newark, New
Jersey, AND TO PAY interest, at the said office and in like coin or currency, on
the unpaid portion of the said principal sum from the date hereof until the said
principal sum shall have been paid, such interest to be paid semiannually at the
rate of _____% per annum on the ___ day of ____ and ________ in each year
commencing on the ___ day of _____________, ____. If any or all installments of
said principal sum shall not be paid when demanded, such overdue principal and,
to the extent that payment of interest on overdue interest is enforceable under
applicable law, any overdue installment of interest on this Demand Promissory
Note, shall bear interest at the rate of ______% per annum until paid.
This Demand Promissory Note is the Demand Promissory Note referred to
in the Loan Agreement dated as of _________________, between Xxxxxxx Truck
Leasing Corp. and the maker hereof, and may be prepaid as provided in said Loan
Agreement.
Xxxxxxx Leasing Corp.
BY:____________________________________
(Title)
Pay to the order of First Union National Bank, as Trustee under the
Collateral Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of February 20, 1986,
by an Eighth Supplemental Indenture dated as of May 15, 1990 and by the ______
Supplemental Indenture, dated as of __________, ____, between Xxxxxxx Truck
Leasing Corp. and said Trustee, as from time to time further amended and
supplemented.
Xxxxxxx Truck Leasing Corp.
BY:______________________________
(Title)
EXHIBIT B
================================================================================
XXXXXXX TRUCK LEASING CORP.,
FIRST UNION NATIONAL BANK,
as Trustee
AND
XXXXXXX LEASING CORP.
ASSIGNMENT OF LOAN AGREEMENT
Dated as of __________________
================================================================================
ASSIGNMENT OF LOAN AGREEMENT
ASSIGNMENT OF LOAN AGREEMENT dated as of ______________________, among
Xxxxxxx Truck Leasing Corp., a corporation organized under the laws of the State
of Delaware (herein called the "Corporation"), First Union National Bank, a
national banking association, as Trustee under the Indenture hereinafter
referred to (herein called the "Trustee"), and Xxxxxxx Leasing Corp., a
corporation organized under the laws of the State of Delaware (herein called the
"Borrower").
WHEREAS, the Trustee is Trustee under a Collateral Trust Indenture
dated as of March 21, 1983, (the "Original Indenture"; the Original Indenture,
as supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986 and by an Eighth Supplemental Indenture dated as of May 15,
1990 and as supplemented and amended by the ___________ Supplemental Indenture
dated as of ________________________, being herein called the "Indenture"),
between the Corporation and the Trustee under and pursuant to which there are
being and have been issued certain Collateral Trust Debentures of the
Corporation (herein called the "Debentures"); and
WHEREAS, pursuant to a Loan Agreement (herein called the "Loan
Agreement") dated as of _____________________, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $______________, which is evidenced by a _____%
Demand Promissory Note from the Borrower to the Corporation in the principal
amount of $______________ (herein called the "Note"); and
WHEREAS, in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, as and to the extent provided in the Indenture,
and the performance and observance by the Corporation of all the covenants and
conditions in the Indenture and the Debentures contained on its part to be
observed and performed, the Corporation has endorsed, assigned and delivered to
the Trustee the Note and is required to assign to the Trustee the Loan
Agreement;
NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:
1. The Corporation hereby assigns to the Trustee all the
right, title and interest of the Corporation in, to and under the Loan
Agreement in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, as and to the extent provided in the
Indenture, and the performance and observance by the Corporation of all
the covenants and conditions in the Indenture and the Debentures
contained on its part to be observed and performed.
2. The Trustee will hold the Loan Agreement and the Note and
the right, title and interest of the Corporation therein in accordance
with, and subject to, the terms of the Indenture.
1
3. The Borrower acknowledges notice of, and consents to, the
assignment of the Loan Agreement and the Note and of the right, title
and interest of the Corporation therein, all as provided in, and
subject to the terms of, the Indenture and this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf by its President or one of its Vice
Presidents or Second Vice Presidents and its corporate seal to be hereto affixed
and said seal and this Assignment to be attested by its Secretary or one of its
Assistant Secretaries or Trust Officers, all as of the day and year first above
written.
Xxxxxxx Truck Leasing Corp.
BY:__________________________________________
Xxxxxxx X. Xxxxxx
Vice President-Finance and Treasurer
(CORPORATE SEAL)
Attest:__________________________________
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
BY:__________________________________________
(Title)
(CORPORATE SEAL)
Attest:__________________________________
(Title)
Xxxxxxx Leasing Corp.
BY:__________________________________________
President
(CORPORATE SEAL)
Attest:__________________________________
Secretary
2
