================================================================================
XXXXXXX TRUCK LEASING CORP.
and
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
TENTH SUPPLEMENTAL INDENTURE
Dated as of April 28, 1992
TO THE
Collateral Trust Indenture
Dated as of March 21, 1983
7 3/4% COLLATERAL TRUST DEBENTURES, SERIES K, DUE APRIL 15, 1997
================================================================================
TABLE OF CONTENTS*
Page
----
PARTIES 1
RECITALS:
Execution of Collateral Trust Indenture Supplemental Indentures 1
Issuance of Series K Debentures 1
Text of Forms:
Form of Face of Series K Debentures 1
Form of Trustee's Authentication Certificate for Series K
Debentures 3
Form of Reverse of Series K Debentures 4
All Things Done 5
GRANTING CLAUSES:
GRANTING CLAUSE I - Securities 6
GRANTING CLAUSE II - Agreements and Assignments 6
GRANTING CLAUSE III - Other Securities and Property 6
HABENDUM 6
GRANT IN TRUST 6
GENERAL COVENANT 6
SECTION 1. Series K Debentures: Terms and Provisions 7
SECTION 2. Authentication and Delivery of Series K Debentures 7
SECTION 3. Maintenance of Office or Agency; Authenticating
Agent for Series K Debentures 7
SECTION 4. Original Indenture Ratified 8
SECTION 5. Trustee Not Responsible 8
SECTION 6. Defined Terms 8
SECTION 7. Counterparts 8
SECTION 8. Applicable Law 8
TESTIMONIUM 8
EXECUTION 8
ACKNOWLEDGEMENTS 8
----------
*Note: This Table of Contents has been inserted for convenience and does not
constitute a part of the Tenth Supplemental Indenture.
i
TENTH SUPPLEMENTAL INDENTURE (herein called the "Tenth Supplemental
Indenture"), dated as of April 28, 1992, between Xxxxxxx Truck Leasing Corp.,
(formerly RLC CORP.) a Delaware corporation (herein called the "Corporation"),
and CONTINENTAL BANK, NATIONAL ASSOCIATION, 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 May 15, 1990,
(the "Original Indenture"; the Original Indenture, and as supplemented by this
Tenth 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 K Debentures") to be designated as "7 3/4%
Collateral Trust Debentures, Series K, Due April 15, 1997", to be in the
aggregate principal amount of not in excess of $50,000,000;
WHEREAS, the Series K Debentures and the Trustee's certificate to be
endorsed on the Series K 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 K DEBENTURES)
Xxxxxxx Truck Leasing Corp.
7 3/4% COLLATERAL TRUST DEBENTURE, SERIES K, DUE APRIL 15, 1997
$______________________
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 ________________ Dollars
on April 15, 1997, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for public and private debts, and
to pay interest on said principal sum at the rate of 7 3/4% 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
fifteenth day of April or October, as the case may be, to which interest on the
Series K Debentures has been paid preceding the date hereof (unless the date
hereof is an April 15 or October 15 to which interest has been paid, in which
case from the date hereof, or unless no interest has been paid on the Series K
Debentures since the original issuance of this Debenture, in which case from
April 28, 1992), semiannually on April 15 and October 15 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after April 1 or October 1, as the case may be, and before
the following April 15 or October 15, this Debenture shall bear interest from
such April 15 or October 15; provided, however, that if the Corporation shall
default in the payment of interest due on such April 15 or October 15, then this
Debenture shall bear interest from the next preceding April 15 or October 15 to
which interest has been paid or, if no interest has been paid on the Series K
Debentures since the original issuance of this Debenture, from
1
April 28, 1992. The interest so payable on any April 15 or October 15 will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Debenture is registered
at the close of business on April 1 or October 1, as the case may be, next
preceding such April 15 or October 15. Payment of the principal of 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 K 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 (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)
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.
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:
-----------------------------------
AUTHORIZED OFFICER
3
(FORM OF REVERSE OF SERIES K 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 Continental Bank, National Association, 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, and by an Eighth Supplemental
Indenture, dated as of May 15, 1990, and as last supplemented by the Tenth
Supplemental Indenture, dated as of April 28, 1992 (said Indenture, as so
supplemented and amended, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the property thereby pledged, the nature and extent of the
security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The Debentures
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the "7 3/4%
Collateral Trust Debentures, Series K, due April 15, 1997" of the Corporation
(herein called the "Series K Debentures"), duly authorized and lawfully issued
in an aggregate principal amount not exceeding $50,000,000 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 K
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.
4
The Series K 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 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 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 K DEBENTURES)
WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series K 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 By-laws of the Corporation, and all other acts and things
necessary to make the Series K Debentures, when executed by the Corporation, and
authenticated and delivered by the Trustee as in this Tenth Supplemental
Indenture provided, the valid, binding and legal obligations of the Corporation,
and to make this Tenth Supplemental Indenture a valid, binding and legal
instrument for the security of the Series K Debentures, in accordance with its
terms, have been done and performed;
NOW, THEREFORE, THIS TENTH 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 Tenth 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,
5
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 28,
1992 in the aggregate principal amount of $50,000,000.
GRANTING CLAUSE II
Agreements and Assignments
The following agreements and assignments:
A. A Loan Agreement dated as of April 28, 1992, 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 Tenth Supplemental
Indenture or the Original Indenture.
B. Assignment dated as of April 28, 1992, 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 Tenth
Supplemental Indenture or the Original Indenture.
GRANTING CLAUSE III
Other Securities and Property
All other securities and other property, including cash, and any and
all security therefor of whatsoever nature, that may, from time to time
hereafter, by delivery or by writing of any kind, be subjected to the lien
hereof by the Corporation or by anyone on its behalf; and the Trustee is hereby
authorized to receive the same as additional security hereunder. Such subjection
to the lien hereof of such securities or other property, including cash, as
additional security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this Indenture and
which shall be set forth in a written instrument executed by the Corporation or
the person so acting on its behalf, respecting the use and disposition of such
property or the proceeds thereof.
TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders from time to time of all the Debentures issued hereunder
and Outstanding, without any priority of any of said Debentures over any of the
others.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures
are to be issued, authenticated and delivered, and that all property, including
cash, subject or to become subject hereto is to be held, subject to the further
covenants, conditions, uses and trusts hereinafter set forth, and the
6
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 K Debentures: Terms and Provisions. Series K
Debentures shall be designated as "7 3/4% Collateral Trust Debentures, Series K,
due April 15, 1997" of the Corporation, and shall have the following terms and
provisions:
(a) Series K Debentures shall be substantially in the form set
forth in the recitals hereto.
(b) The aggregate principal amount of Series K Debentures
which may be issued shall be limited to $50,000,000, except Series K
Debentures issued in exchange for, in lieu of, in substitution for, or
upon the registration of transfer of, other Series K Debentures
pursuant to the provisions of Article II and Section 18.04 of the
Original Indenture.
(c) Series K Debentures shall be dated as provided in Section
2.06(b) of the Original Indenture.
(d) Series K Debentures shall mature April 15, 1997 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 15 and October 15 in each year,
commencing October 15, 1992, at the rate of 7 3/4% per annum until the
principal thereof shall become due and payable (whether at the stated
maturity, by declaration or otherwise), and at the same rate 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.
(e) Series K 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 K Debentures may not be redeemed prior to maturity.
SECTION 2. Authentication and Delivery of Series K Debentures. On or
after the date of execution and delivery of the Tenth Supplemental Indenture and
upon compliance with the provisions of Article IV of the Original Indenture,
Series K Debentures (up to but not exceeding the aggregate principal amount
provided in Section 1 of the Tenth Supplemental Indenture) shall be executed by
the Corporation and delivered to the Trustee, and the Trustee shall, upon
request, authenticate and deliver such Series K 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 K Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series K Debentures to the same
7
extent as if the words "Series K 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 February 20, 1986 and by the
Eighth Supplemental Indenture dated May 15, 1990, and as supplemented by this
Tenth Supplemental Indenture is in all respects ratified and confirmed and the
Tenth 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 Tenth
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
Tenth Supplemental Indenture upon the terms and conditions hereof and of the
Original Indenture.
SECTION 6. Defined Terms. All terms used in the Tenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.
SECTION 7. Counterparts. The Tenth 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. The Tenth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, Xxxxxxx Truck Leasing Corp. has caused the Tenth
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 Tenth Supplemental Indenture to be attested by its Secretary or
Assistant Secretary, and Continental Bank, National Association, in evidence of
its acceptance of the trusts hereby created, has caused this Tenth 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 April 28, 1992.
Xxxxxxx Truck Leasing Corp.
(CORPORATE SEAL) BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Vice President
Attest:
---------------------------------
Secretary
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
(CORPORATE SEAL) BY: /s/ Xxxx Xxxxxx
---------------------------------
Vice President
Attest:
---------------------------------
8
