XXXXXXX TRUCK LEASING CORP.
and
FIRST UNION NATIONAL BANK
as Trustee
NINETEENTH SUPPLEMENTAL INDENTURE
Dated as of April 5, 1999
to the
Collateral Trust Indenture
Dated as of March 21, 1983
6.75% COLLATERAL TRUST DEBENTURES, Series T, DUE APRIL 5, 2006
TABLE OF CONTENTS*
Page
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental
Indentures 1
Issuance of Series T Debentures 1
Text of Forms:
Form of Face of Series T Debentures 1
Form of Trustee's Authentication Certificate
for Series T Debentures 3
Form of Reverse of Series T Debentures 3
All Things Done 6
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 7
GRANTING CLAUSE II - Agreements and Assignments 7
GRANTING CLAUSE III - Other Securities and Property 7
HABENDUM 7
GRANT IN TRUST 7
GENERAL COVENANT 7
SECTION 1. Series T Debentures: Terms and Provisions 8
SECTION 2. Authentication and Delivery of Series T Debentures 9
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series T Debentures 9
SECTION 4. Original Indenture Ratified 9
SECTION 5. Trustee Not Responsible 10
SECTION 6. Defined Terms 10
SECTION 7. Counterparts 10
SECTION 8. Applicable Law 10
TESTIMONIUM 11
EXECUTION 11
ACKNOWLEDGEMENTS 11
*Note: This Table of Contents has been inserted for convenience and
does not constitute a part of the Nineteenth Supplemental
Indenture.
NINETEENTH SUPPLEMENTAL INDENTURE (herein called the
"Nineteenth Supplemental Indenture"), dated as of April 5, 1999,
between Xxxxxxx Truck Leasing Corp., (formerly RLC CORP.) a Delaware
corporation (herein called the "Corporation"), and FIRST UNION
NATIONAL BANK, as Trustee (herein called the "Trustee").
WHEREAS, the Corporation and the Trustee have heretofore
executed and delivered a Collateral Trust Indenture dated as of March
21, 1983, as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, by an Eighth
Supplemental Indenture thereto dated May 15, 1990 and by a
Seventeenth Supplemental Indenture thereto dated as of March 10, 1997
(the "Original Indenture"; the Original Indenture, and as
supplemented by this Nineteenth Supplemental Indenture, being herein
called the "Indenture");
WHEREAS, the Original Indenture provides that the Corporation
and the Trustee may enter into indentures supplemental to the
Original Indenture, among other things, to provide for the issuance
from time to time of debentures (defined in the Original Indenture as
"Debentures") of the Corporation;
WHEREAS, the Corporation has determined to issue hereunder a
series of Debentures (herein called the "Series T Debentures") to be
designated as "6.52% Collateral Trust Debentures, Series T, Due April
5, 2006", to be in the aggregate principal amount of $100,000,000;
WHEREAS, the Series T Debentures and the Trustee's
certificate to be endorsed on the Series T Debentures are to be in
the following forms, with necessary or appropriate variations,
omissions and insertions as permitted or required by the Indenture:
(FORM OF FACE OF Series T DEBENTURES)
Xxxxxxx Truck Leasing Corp.
6.75% COLLATERAL TRUST DEBENTURE, Series T, DUE APRIL 5, 2006
$____________________ PPN 775741 AJ 0
No._____________________
Xxxxxxx Truck Lesing Corp., a corporation organized and existing
under the laws of the State of Delaware (herein called the
"Corporation", which term shall include any successor corporation to
the extent provided in the Indenture hereinafter referred to), for
value received, hereby promises to pay to ____________________, or
registered assigns, the principal sum of _____________ Dollars on
April 5, 2006, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public
and private debts, and to pay interest on said principal sum at the
rate of 6.75% per annum (and at the same rate per annum on any
overdue principal and, to the extent legally enforceable, overdue
installment of interest) in like coin or currency from the fifth day
of April or October, as the case may be, to which interest on the
Series T Debentures has been paid preceding the date hereof (unless
the date hereof is an April 5 or October 5 to which interest has been
paid, in which case from the date hereof, or unless no interest has
been paid on the Series T Debentures since the original issuance of
this Debenture, in which case from April 5, 1999), semiannually on
each April 5 and October 5 until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, if
the date hereof is after March 20 or September 20 as the case may be,
and before the following April 5 or October 5, this Debenture shall
bear interest from such April 5 or October 5; provided, however, that
if the Corporation shall default in the payment of interest due on
such April 5 or October 5, then this Debenture shall bear interest
from the next preceding April 5 or October 5 to which interest has
been paid or, if no interest has been paid on the Series T Debentures
since the original issuance of this Debenture, from April 5, 1999.
The interest so payable on any April 5 or October 5 will, subject to
certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Debenture is
registered at the close of business on March 20 or September 20, as
the case may be, next preceding such April 5 or October 5. Payment
of the principal of and interest on this Debenture will be made at
the office or agency of the Corporation in the Borough of Manhattan,
The City of New York, New York; provided, however, that interest may
be paid, at the option of the Corporation, by check mailed to the
registered holder hereof at such holder's address last appearing on
the registry books for the Series T Debentures, or in such other
manner as the Corporation may agree with the holder hereof as
contemplated by Section 1(d) of the Nineteenth Supplemental Indenture
referred to on the reverse hereof.
Additional provisions of this Debenture are contained on the
reverse hereof and such provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Debenture shall not be entitled to any of the benefits of
the Indenture or any indenture supplemental thereto, or be valid or
obligatory for any purpose, unless the form of certificate of
authentication hereon shall have been executed by or on behalf of the
Trustee (referred to on the reverse hereof) or a successor trustee
thereto under the Indenture.
IN WITNESS WHEREOF, 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)
(SEAL)
ATTESTED:
______________________________
(Title)
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)
TRUSTEE'S AUTHENTICATION CERTIFICATE
THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED
THEREIN, DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.
FIRST UNION NATIONAL BANK,
AS TRUSTEE
BY: ______________________________
AUTHORIZED OFFICER
(FORM OF REVERSE OF Series T DEBENTURES)
This Debenture is one of the Debentures of the Corporation
(herein called the "Debentures"), all duly authorized or from time to
time to be duly authorized and not limited in aggregate principal
amount, all issued and to be issued in one or more series from time
to time under and equally secured by a Collateral Trust Indenture
dated as of March 21, 1983, between the Corporation and First Union
National Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture as hereinafter
defined), as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, by an Eighth
Supplemental Indenture, dated as of May 15, 1990, by a Seventeenth
Supplemental Indenture, dated as of March 10, 1997, and as last
supplemented by the Nineteenth Supplemental Indenture, dated as of
April 5, 1999 (said Indenture, as so supplemented and amended, being
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the property thereby pledged, the nature and extent of the security,
the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the
rights and obligations of the Corporation in respect of the
Debentures, and the terms and conditions upon which the Debentures
are, and are to be, secured. The Debentures may be issued in series,
for various principal sums, may mature at different times, may bear
interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as
the "6.75% Collateral Trust Debentures, Series T, due April 5, 2006"
of the Corporation (herein called the "Series T Debentures"), duly
authorized and lawfully issued in an aggregate principal amount of
$100,000,000 under and secured by the Indenture.
The provisions of the Indenture may be waived, or modified or
amended by supplemental indenture, to the extent and in the manner
provided in the Indenture, but in certain instances only with the
consent of the holders of a majority in aggregate principal amount of
all Debentures at the time outstanding, and of 66 2/3% in aggregate
principal amount of each series of the Debentures at the time
outstanding which is affected by such waiver or supplemental
indenture; provided, however, that, without the written consent of
the holder of this Debenture, no such modification or amendment shall
be made so as to (i) extend the fixed maturity of this Debenture or
the time of payment of interest hereon, or reduce or otherwise modify
the terms of payment of the principal of, or the rate of interest on,
this Debenture, or adversely affect the right of the holder hereof to
institute suit for the enforcement of any such payment, (ii) permit
the creation of any lien ranking prior to or on a parity with the
lien of the Indenture with respect to, or terminate the lien of the
Indenture on, any of the property covered thereby, or deprive the
holder hereof of the security afforded by the lien of the Indenture
or (iii) reduce the percentage of the aggregate principal amount of
Debentures, or of Series T Debentures, required to authorize any such
modification or amendment or any waiver of any provision of, or
default under, the Indenture.
In case an Event of Default (as defined in the Indenture) shall
occur, the principal of all the Debentures at any such time
outstanding under the Indenture may be declared or may become due and
payable upon the conditions and in the manner and with the effect
provided in the Indenture. The Indenture provides that in certain
events such Event of Default and its consequences may be waived and
such declaration may be rescinded by the holders of outstanding
Debentures in the manner provided in the Indenture.
Any request, demand, authorization, direction, declaration,
notice, consent, waiver or other action by the holder of this
Debenture shall bind the holder of every Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, in respect of anything done or suffered to be done by or on
behalf of the Trustee or the Corporation in reliance thereon, whether
or not notation of such action is made upon this Debenture.
The Series T Debentures may not be redeemed prior to maturity.
The transfer of this Debenture may be registered by the
registered holder hereof or by his duly authorized attorney at the
office or agency of the Corporation in the Borough of Manhattan, the
City of New York, New York, upon surrender of this Debenture for
cancellation, accompanied by a written instrument of transfer in a
form approved by the Corporation, duly executed by the registered
holder of this Debenture or by his duly authorized attorney, and
thereupon one or more new Debentures of the same series and aggregate
principal amount will be issued in the name of the transferee or
transferees in exchange herefor without service charge, except that
the Corporation may require payment of a sum sufficient to pay any
stamp taxes or other governmental charges that may be required with
respect thereto, as provided in the Indenture.
The person in whose name this Debenture shall be registered shall
be deemed the absolute owner hereof for all purposes, and payment of
or on account of the principal of and interest on, this Debenture
shall be made only to or upon the written order of such registered
owner or his duly authorized attorney. All such payments shall
satisfy and discharge the liability upon this Debenture to the extent
of the amounts so paid.
No recourse shall be had for the payment of the principal of, or
interest on, this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
(END OF FORM OF REVERSE OF Series T DEBENTURES)
WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series T Debentures,
with such omissions, insertions and variations as may be authorized
and permitted by this Indenture; and
WHEREAS, all acts and things prescribed by law, by the
Certificate of Incorporation and the By-laws of the Corporation, and
all other acts and things necessary to make the Series T Debentures,
when executed by the Corporation, and authenticated and delivered by
the Trustee as in this Nineteenth Supplemental Indenture provided,
the valid, binding and legal obligations of the Corporation, and to
make this Nineteenth Supplemental Indenture a valid, binding and
legal instrument for the security of the Series T Debentures, in
accordance with its terms, have been done and performed;
NOW, THEREFORE, THIS NINETEENTH SUPPLEMENTAL INDENTURE
WITNESSETH:
THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the
Debentures by the holders thereof, of the sum of $10 duly paid by the
Trustee to the Corporation at or before the ensealing and delivery of
this Nineteenth Supplemental Indenture and for other valuable
consideration, the receipt whereof is hereby acknowledged, and in
order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and Outstanding
under the Indenture, according to their tenor and effect, and the
performance and observance by the Corporation of all the covenants
and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon
and subject to which the Debentures are, and are to be, issued and
secured, has executed and delivered this Indenture and has granted,
bargained, sold, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over, confirmed and warranted, and by these
presents does grant, bargain, sell, remise, release, convey, assign,
transfer, mortgage, pledge, set over, confirm and warrant, to the
Trustee, and to its successors in the trusts and its and their
assigns forever, with power of sale, all and singular the following:
GRANTING CLAUSE I
Securities
Note of Xxxxxxx Leasing Corp., a Delaware corporation, dated
April 5, 1999, in the aggregate principal amount of $100,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement, dated as of April 5, 1999, between the
Corporation and Xxxxxxx Leasing Corp., which Loan Agreement shall be
in the form attached hereto as Exhibit A.
B. Assignment of Loan Agreement, dated as of April 5, 1999,
assigning the Loan Agreement described in Subparagraph A of this
Granting Clause II to the Trustee, which Assignment shall be in the
form attached hereto as Exhibit B.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any
and all security therefor of whatsoever nature, that may, from time
to time hereafter, by delivery or by writing of any kind, be
subjected to the lien hereof by the Corporation or by anyone on its
behalf; and the Trustee is hereby authorized to receive the same as
additional security hereunder. Such subjection to the lien hereof of
such securities or other property, including cash, as additional
security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this
Indenture and which shall be set forth in a written instrument
executed by the Corporation or the person so acting on its behalf,
respecting the use and disposition of such property or the proceeds
thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
benefit and security of the holders from time to time of all the
Debentures issued hereunder and Outstanding, without any priority of
any of said Debentures over any of the others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the
Debentures are to be issued, authenticated and delivered, and that
all property, including cash, subject or to become subject hereto is
to be held, subject to the further covenants, conditions, uses and
trusts hereinafter set forth, and the Corporation, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee and its successors in said trust for the equal and
proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.
SECTION 1. Series T Debentures: Terms and Provisions. Series T
Debentures shall be designated as "6.75% Collateral Trust Debentures,
Series T, Due April 5, 2006" of the Corporation, and shall have the
following terms and provisions:
(a) Series T Debentures shall be in the form set forth in the
recitals hereto.
(b) The aggregate principal amount of Series T Debentures which
may be issued shall be $100,000,000, except Series T Debentures
issued in exchange for, in lieu of, in substitution for, or upon
the registration of transfer of, other Series T Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series T Debentures shall be dated April 5, 1999.
(d) Series T Debentures shall mature April 5, 2006 and shall bear
interest (calculated on the basis of a 360 day year of twelve 30
day months) as provided in Section 2.06(b) of the Original
Indenture, payable semiannually on April 5 and October 5 in each
year, commencing October 5, 1999 at the rate of 6.75% per annum
until the principal thereof shall become due and payable (whether
at the stated maturity, by declaration or otherwise), and at the
rate of 6.75% per annum on any overdue principal, and (to the
extent legally enforceable) any overdue installment of interest.
Payment of principal and interest shall be made at the Corporate
Trust Office or at the other office or agency maintained by the
Corporation as provided in Section 7.02(a) of the Original
Indenture, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that
interest may be paid, at the option of the Corporation, by check
mailed to the Person entitled thereto at his address last
appearing on the registry books required to be kept pursuant to
Section 2.05 of the Original Indenture.
Notwithstanding anything to the contrary above, the
Corporation may enter into a written agreement with any person
who is or is to become the holder of any of the Series T
Debentures providing for the making of all payments on the
account of such Series T Debentures directly to or for the
account of such holder in the manner specified in or pursuant to
such agreement without presentation or surrender thereof if there
shall be filed with the Trustee a copy of such agreement.
Notwithstanding any contrary provision hereof or of the
Debentures or the Original Indenture, the Trustee shall act in
accordance with any such agreement so filed with it.
(e) Series T Debentures shall be issued in denominations of
$1,000 and integral multiples thereof and may be fully printed or
printed on steel engraved borders or fully or partly engraved.
(f) Series T Debentures may not be redeemed prior to maturity.
All monies received by the Trustee as a result of any prepayment
of the Note made pursuant to Section 6(a) of the Loan Agreement
(as required by Section 7.14 of the Original Indenture) shall be
held by the Trustee as additional collateral security for the
Series T Debentures to be applied thereto at the maturity
thereof. Any monies so held may be invested or reinvested by the
Trustee pursuant to Section 9.02 of the Original Indenture.
SECTION 2. Authentication and Delivery of Series T Debentures.
On or after the date of execution and delivery of the Nineteenth
Supplemental Indenture and upon compliance with the provisions of
Article IV of the Original Indenture, Series T Debentures shall be
executed by the Corporation and delivered to the Trustee, and the
Trustee shall, upon request, authenticate and deliver such Series T
Debentures upon the written order of the Corporation signed by its
President or one of its Vice Presidents and its Treasurer or
Controller, an Assistant Treasurer or an Assistant Secretary.
SECTION 3. Maintenance of Office or Agency; Authenticating Agent
for Series T Debentures. The provisions of Section 7.02 of the
Original Indenture shall apply in all respects to the Series T
Debentures to the same extent as if the words "Series T Debentures"
were substituted for the words "Series A Debentures" in each place in
which the latter quotation was employed in the aforesaid Section.
SECTION 4. Original Indenture Ratified. The Original Indenture
as amended by the Third Supplemental Indenture, dated as of February
20, 1986, by the Eighth Supplemental Indenture, dated as of May 15,
1990, and by the Seventeenth Supplemental Indenture, dated as of
March 10, 1997, and as supplemented by this Nineteenth Supplemental
Indenture is in all respects ratified and confirmed and the
Nineteenth Supplemental Indenture and all its provisions shall be
deemed a part thereof in the manner and to the extent herein
provided, and the Original Indenture, as modified in the manner and
to the extent herein provided, shall be deemed a part hereof as
though fully set forth herein.
SECTION 5. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of
the Nineteenth Supplemental Indenture or the due execution hereof by
the Corporation or for or in respect of the recitals and statements
contained herein, all of which are made solely by the Corporation.
The Trustee accepts the trusts created by the Nineteenth Supplemental
Indenture upon the terms and conditions hereof and of the Original
Indenture.
SECTION 6. Defined Terms. All terms used in the Nineteenth
Supplemental Indenture which are defined in the Original Indenture
shall have the meanings assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Nineteenth Supplemental Indenture
may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original; and all such
counterparts shall together constitute but one and the same
instrument.
SECTION 8. Applicable Law. This Nineteenth Supplemental
Indenture shall be construed in accordance with and governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, Xxxxxxx Truck Leasing Corp. has caused this
Nineteenth Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be
hereto affixed and said seal and this Nineteenth Supplemental
Indenture to be attested by its Secretary or Assistant Secretary, and
First Union National Bank, in evidence of its acceptance of the
trusts hereby created, has caused this Nineteenth Supplemental
Indenture to be executed on its behalf and its corporate seal to be
affixed by one of its Vice Presidents or Assistant Vice Presidents
and said seal and this Indenture to be attested by its Assistant
Secretary or one of its Assistant Vice Presidents, as of April 5,
1999.
Xxxxxxx Truck Leasing Corp.
(CORPORATE SEAL) BY:______________________________
Vice President-Finance
Title:
Attest:
______________________________
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
(CORPORATE SEAL) BY:____________________________
Title:
Attest:
______________________________
