Fixed Rate Medium-Term Note
REGISTERED REGISTERED
No. R- PRINCIPAL AMOUNT:
CUSIP
XTRA, INC.
SERIES C MEDIUM-TERM NOTE
Unconditionally Guaranteed as to payment of principal, premium (if any),
and interest by
XTRA CORPORATION
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, the
Security is a Global Security and the following two legends apply:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the Company or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner
hereof, Cede & Co., has an interest herein.
ISSUE PRICE: REGULAR RECORD DATES:
January 1
INTEREST PAYMENT DATES: July 1
January 15
July 15 INTEREST RATE:
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
MATURITY DATE: REDEMPTION PRICES:
BOOK ENTRY __ CERTIFICATED __
OTHER TERMS:
XTRA, INC., a corporation duly organized and existing under the laws of the
State of Maine (herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to,
tax identification number , or registered assigns, the
principal sum of on the Maturity Date
specified above and to pay interest thereon from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, on the Interest Payment Dates in each year
specified above and at Maturity, commencing on the first such Interest Payment
Date next succeeding the Original Issue Date (or, if the Original Issue Date is
after a Regular Record Date and before the Interest Payment Date immediately
following such Regular Record Date, on the second such Interest Payment Date
next succeeding the Original Issue Date), at a rate per annum equal to the
Interest Rate specified above until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the person in whose name this security (or one or more Predecessor
Securities) is registered (which, if this Security is a Global Security, will be
the Depository or a nominee of the Depository) at the close of business on the
Regular Record Date for such interest, which shall be the first day (whether or
not a Business Day) of the month in
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which such Interest Payment Date occurs; provided, however, that interest
payable at Maturity will be payable to the person to whom principal shall be
payable (which, if this Security is a Global Security will be the Depository
or a nominee of the Depository.) Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall
be given to the registered Holders of Securities of this Series not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Any payment on this Security due on any day which is not a Business Day (as
defined herein) in Boston, Massachusetts or New York, New York need not be made
on such day, but may be made on the next succeeding such Business Day with the
same force and effect as if made on such due date, and no interest shall accrue
for the period from and after such date.
Payment of the principal, premium (if any) and interest on this Security
will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of interest other than interest payable at Maturity will be made by
check mailed to the registered Holder hereof at the address shown in the
Security Register or, at the option of the registered Holder hereof, by wire
transfer in immediately available funds to an account located in the United
States of America as the registered Holder hereof shall designate to the Trustee
in writing at least 15 business days prior to such Interest Payment Date.
The principal amount hereof and interest due at Maturity will be paid upon
Maturity in immediately available funds by wire transfer against presentation of
this Security at the office or agency of State Street Bank and Trust Company as
Trustee and Paying Agent located at Two International Place, Boston,
Massachusetts 02110, or at such office in New York, New York as
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the Trustee shall designate by written notice to the registered Holder of
this Security. The Company may treat the person in whose name this Security
is registered as the owner of this Security for the purpose of receiving
payments of principal, premium (if any) and interest on this Security and for
all purposes whatsoever.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
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Reverse of Security
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of August 15, 1994, as supplemented
by the First Supplemental Indenture dated as of September 30, 1994, among the
Company, XTRA Corporation, as Guarantor (herein called a "Guarantor," which
term includes any successor Guarantor to XTRA Corporation under the
Indenture), and The First National Bank of Boston ("Bank of Boston"), as
Trustee and, as to the First Supplemental Indenture, XTRA Missouri, Inc. as
Guarantor, as further supplemented by the Second Supplemental Indenture dated
as of May __, 1997 among the Company, XTRA Corporation, as Guarantor, and
State Street Bank and Trust Company (as successor in interest to Bank of
Boston), as Trustee (as so supplemented, the "Indenture"), to which Indenture
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof.
If an Initial Redemption Date is specified on the face hereof, this
Security is subject to redemption upon notice by first-class mail given not
less than 30 nor more than 60 days prior to the date fixed for redemption, at
any time as a whole or in part, on or after the Initial Redemption Date, if
any, specified on the face hereof, at the election of the Company, at the
Redemption Prices, if any, specified on the face hereof, (expressed in
percentages of the principal amount), and thereafter at a redemption price
equal to 100% of the principal amount of this Security, plus accrued interest
to the Redemption Date; provided, that interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities (or one or more Predecessor Securities) of record
at the close of business on the relevant Record Date referred to on the face
hereof, all as provided in the Indenture.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking
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institutions in Boston, Massachusetts or New York, New York are authorized
or obligated by law or executive order to close.
Payments of interest hereon with respect to any Interest Payment date will
include interest accrued to but excluding such Interest Payment Date.
Accrued interest hereon from the Original Issue Date or from the last date
to which interest has been paid or duly provided for is calculated on the basis
of a 360-day year of twelve 30-day months. Such interest shall accrue from the
Original Issue Date, or from the last date to which interest has been paid or
duly provided for, but excluding the date for which accrued interest is being
calculated.
In any case where any Interest Payment Date or the Stated Maturity of the
principal of this Security shall not be a Business Day, then (notwithstanding
any other provision hereof or of the Indenture) the payment of interest and/or
of principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or at the Stated Maturity, and no interest shall accrue
with respect to such payment for the period from and after such Interest Payment
Date or Stated Maturity to such next succeeding Business Day.
If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain covenants with respect to
this Security, in each case upon compliance with certain conditions set forth
therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of all Outstanding Securities at the time and of a majority
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in principal amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of all the Securities
and the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company,
the Guarantor, or both with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefore or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium (if any) and
interest on this Security at the times, place and rate (except as provided for
in such Security), and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations (including,
in the case of any Global Security, certain additional limitations) therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of such Securities for registration of transfer at the office or
agency of the Company in any place where the principal of, premium (if any) and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of
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a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor or the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
XTRA, INC.
Dated: By:_________________________
Title: Vice President and
Chief Financial
Officer
Attest:
_____________________________
Title: Assistant Clerk
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated in the within-mentioned Indenture
and referred to therein.
STATE STREET BANK AND TRUST COMPANY
as Trustee
By:_____________________________
Authorized Officer
Guarantee
For value received, XTRA Corporation, a corporation organized under the
laws of the State of Delaware (herein called the "Guarantor," which term
includes any successor corporation under
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the Indenture referred to in the Security upon which this Guarantee is
endorsed), hereby unconditionally guarantees to the Holder of the Security
upon which this Guarantee is endorsed and to the Trustee on behalf of each
such Holder the due and punctual payment of the principal of, premium, if
any, and interest on such Security when and as the same shall become due and
payable, whether at the Stated Maturity, by declaration of acceleration, call
for redemption or otherwise, according to the terms thereof and of the
Indenture referred to therein. In case of the failure of XTRA, Inc., a
corporation organized under the laws of the State of Maine (herein called the
"Company," which term includes any successor corporation under such
Indenture), punctually to make any such payment of principal, premium (if
any) or interest, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor;
provided, however, that, notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent of the Guarantor, increase
the principal amount of such Security or change the redemption terms thereof or
alter the Stated Maturity thereof. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by strict and complete performance
of the obligations contained in such Security and this Guarantee.
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The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of this Guarantee or
of such Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of principal,
premium (if any), and interest on the Security upon which this Guarantee is
endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.
All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.
Executed and dated the date on the face hereof.
XTRA CORPORATION
By: _________________________
Title: Vice President and
Chief Financial
Officer
Attest:
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_________________________
Title: Secretary
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The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ..Custodian..
(Cust)(Minor)
Uniform Gifts
to Minors Act
.........
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
____________________________________
FOR VALUE RECEIVED I or we sell, assign and transfer to
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
______________________________
__________________________________________________________________
(Print or type name, address and zip code of assignee)
__________________________________________________________________
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this Security and all rights hereunder and irrevocably appoint
attorney to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: ___________________________ Signed: ______________________________
Sign exactly as name
appears on the other side
___________________________ of this Note)
Signature(s) Guaranteed by:
NOTICE: The signature(s) to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever.
